On the far side of the universe, far removed from the planet earth, an orbital space station suddenly appears, filled by a squadron of Earth’s mightiest heroes. All assembled are startled and bewildered having no idea how they got there as it appears they were all suddenly transported from all over the Earth to their current location.
Wasp suggests that they find out who everyone is that’s on board. She begins by introducing herself and the other present members of the Avengers, She-Hulk, Captain Marvel, Captain America, Thor, Hawkeye and Iron Man.
Next, Professor X introduces himself and his team of X-Men, Storm, Nightcrawler, Rogue, Cyclops, Wolverine and Colossus; Colossus also introduces Lockheed, the absent Kitty Pryde’s pet dragon.
The Hulk introduces himself as does Spider-Man. The Thing rounds out the introductions by naming himself and the present members of the Fantastic Four, Mister Fantastic and Human Torch.
Before any further conversations occur, Captain America calls everyone attention out to space where a second space station appears. The second space station is too far away to see who now occupies it so Captain America starts to ask Professor X to scan it but Professor X senses his request and begins the scan before Captain America can finish his sentence.
Similar to the first, the second space station appears out of nowhere but on this one, some of Earth’s most heinous villains are gathered from parts unknown. The villains are equally stunned by their sudden appearance inside the space station.
Dr. Doom informs the group that someone or something has gathered them from across the universe; Enchantress, Ultron, Absorbing Man, Wrecker and his Wrecking Crew, Thunderball, Piledriver and Bulldozer, Kang, Galactus, Lizard, Molecule Man, Dr. Octopus, and himself. Dr Doom also informs the villains that his armor’s sensors have detected another space station like theirs and on it, a band of heroes.
Back on the heroes’ space capsule Thing points out a rather dubious question…if the other space station houses a who’s who of bad guys, what’s Magneto doing on their space station?! Captain Marvel seconds the question, posing directly to Magneto himself by saying….what about it, murderer?
Magneto proclaims his innocence, defining murder as the killing of innocents, which he has never done. He continues by saying he doesn’t know what power transported him here but to him the more important question is by what right are they deemed fit to be placed in his presence. Professor X immediately interrupts to quell Magneto’s arrogance before it leads to further confrontations. Suddenly, the professor senses something is happening and bids everyone to look to the stars.
All gathered in both space capsules stand in awe as an entire galaxy is destroyed before their eyes save for a lone sun. Immediately, the two space stations begin to race towards this sun at fantastic speed. Additionally, just as swiftly, from out of nowhere gigantic sections of other planets fly together from parts unknown, forming a planet near the lone sun. The heroes are most assuredly awestruck.
On the villains’ space station, however, the enormity of the occasion has had an impact, it seems, on only one, Dr. Doom. However, smaller minds prevail among the other villains. Dr. Octopus snaps at Absorbing Man and he responds in kind. Before, the two men can begin to fight, an energy blast hits them, sending them reeling and separating them. Ultron’s core programming, to destroy all living beings, has re-established itself, and Ultron takes to the air firing upon the other villains as they scatter. The only one that doesn’t run is Absorbing Man who can absorb the properties of the energy weapon and become stronger.
Dr. Doom realizes that, while Absorbing Man may be safe, everyone else, himself included, is in danger of being killed. Ultron is made of adamantium and powered by a fusion reactor, making him nearly unstoppable. Realizing he must act quickly, Dr. Doom grabs Molecule Man and orders him to stop Ultron. Dr. Doom surmises that only two individuals aboard their vessel can stop Ultron, Molecule Man and Galactus. Molecule Man’s protestations clearly illustrate that, while he may possess the power, he lacks the courage to use his abilities and solve Dr. Doom’s predicament. Knowing he cannot hope to convince Galactus, Dr. Doom devises a more indirect strategy.
With a few choice words whispered in Molecule Man’s ear, he makes Owen Reese use his ability to control all molecules to send Ultron flying out of control and directly into Galactus’ leg. Dr. Doom’s plan meets with brief success as Galactus casts a passing gaze downward upon Ultron. A passing glance, however, is not good enough when Doom’s life is at stake.
Dr. Doom prods Molecule Man again and this time Ultron goes flying upward, straight toward Galactus’ head. Ultron does not understand how this is happening but his programming does not discriminate between human beings and a god-like being such as Galactus so Ultron turns to fire upon Galactus. However, with but a small gesture, Galactus drains Ultron of all its energy and returns his gaze to the heavens leaving Ultron to plummet and crash back on the space station floor. The Wrecking Crew, Doc Oc and the others are astounded at how easily Galactus stopped Ultron.
Suddenly, a rift opens in space and a brilliant white light shines from it bathing both space capsules in its radiance. Captain America quiets all aboard the heroes’ space station as a voice from the rift speaks announces that he is from beyond. The Beyonder issues a challenge…Slay your enemies and all you desire shall be yours.
Galactus senses the energies the Beyonder possesses and realizes that this entity is capable of releasing him from his world devouring hunger. He will not take part in some petty challenge, the torment must end immediately! With that, Galactus launches himself into the air, smashing through the energy barrier surrounding the villains’ space station. In hot pursuit, Dr. Doom follows, barely making it through the energy barrier before it regenerates. Dr. Doom flies alongside Galactus confident that he will not be noticed by the titan.
As the pair approaches the rift, Dr. Doom formulates his plan. He will allow Galactus to confront the Beyonder all the while lurking in the background, ready to seize any opportunity that might present itself. The two cross through the rift and are immediately set up by swirling raging energies. The Beyonder bellows at the pair to stop but they fly on unfettered. Dr. Doom’s keen intellect takes note of the mass of swirling energies and begins to suspect the true nature of the Beyonder. He decides to trespass no further until his armor’s computers have analyzed the alien energies. He hopes Galactus will shatter the barriers before them so he can then continue on.
The occupants of both space stations stare at the rift. They all saw Galactus and Dr. Doom fly into it, now they wait for something to happen next. Suddenly, all eyes are aghast as Galactus and Dr. Doom are flung from the rift and the rift slowly closes.
Both space capsules suddenly lurch into motion dropping down towards the planet’s surface. As the heroes’ capsule draws near, the heroes are once again surprised as they find themselves instantly transported to the planet’s surface. Concentration lapses for only an instant and Captain America is taking command and barking orders. He orders the Avengers to form a defensive circle and then asks Mister Fantastic to utilize his amazing abilities to reconnoiter the area. Reed Richards stretches to an inhuman height and looks around, informing Captain America that no villains are in sight.
Wasp immediately objects, indicating that one stands among them as they speak and points at Magneto. The master of magnetism’s disdain erupts and as he points out the obvious fact that the Beyonder wouldn’t have placed him among heroes if he truly were a villain. Again Wasp snarls that no murderer belongs on their side…or has he forgotten about the submarine he sank? Magneto retorts that he was only defending himself, then continues claiming humans are oppressors and his kind are persecuted, yet they champion humans’ cause, therefore they bear the shame of their dishonor.
Professor X attempts to quell the situation before it gets out of hand by reasoning with everyone. He tells the group that now is not the time, nor place to put Magneto on trial. Magneto was placed among them and they may yet have need of his power. Cyclops also adds that the X-Men have had more than their fair share of run-ins with Magneto and they don’t approve of his methods, but before he can speak further Hawkeye grabs Cyclops and begins insinuating that the X-Men are siding with Magneto because they are all mutants. Wolverine pops his claws and orders Hawkeye to let go of Cyclops but Cyclops tells him to back off and that he can handle Hawkeye himself.
The Human Torch, renowned for his rash behavior, flies up claiming that everyone knows Magneto is a bad guy and he will just take care of him so there will be one less bad guy to worry about. Before he can act, though, Magneto’s arrogance gets the better of him and he uses his powers to rip a boulder from the ground and hurl it at the group of heroes, knocking them off balance and scattering them. Cyclops yells at everyone to stop but unfortunately no one appears to be listening. Captain Marvel, Wasp, Human Torch, and Hulk form up to take on Magneto but the X-Men stand ready to defend him.
Before events can spiral further out of control, Magneto flies off, declaring that he will see no mutant blood shed because of him. Magneto’s ability to fly appears to surprise a number of the gathered heroes as they weren’t aware Magneto could use his mutant abilities in that manner. Hulk, possessing Bruce Banner’s intellect, explains to the group how Magneto’s powers can work in such a manner.
With Magneto gone, the discussion turns to leadership of the gathered group. Professor X suggests Mister Fantastic. However, Reed feels he would not be the best choice as his thoughts would be preoccupied with his pregnant wife back home. He, in turn, suggests the Hulk, or more appropriately, Dr. Bruce Banner, much to the disgust of Johnny Storm. Dr. Banner agrees with Johnny’s assessment and adds that he has no real desire to be a leader. He, then, suggests Captain America.
Immediately, Wasp interjects she is the current leader of the Avengers but she will be willing to defer to Captain America, citing their being on an alien planet, taking part in a little secret war that may decide the fate of the universe, and some people present simply do not know her and might have doubts and their group cannot afford to have people with doubts.
Captain America asks Professor X if he would be interested in leading the group, his ability to read minds would prove useful. Professor X declines, citing no man in existence equals his courage. Wolverine objects to Captain America being the leader but all dissension is silenced when Thor, a god, pledges his allegiance to him.
Meanwhile, far away lays the body of Galactus, having fallen to the planet’s surface after being forcibly expelled from the rift in space. Beside Galactus, Dr. Doom struggles to stand; he lives and so, barely, does Galactus. In the distance, Dr. Doom spies a fortress, and makes his way toward it, realizing it must have been provided by the Beyonder and that the other villains will be gathered there.
As Dr. Doom enters the fortress, the others greet him immediately. Wrecker informs Doom that they were waiting on him to show up and elected him leader of the group in the process. The group realizes they are going to have to work together to win the Beyonder’s prize.
However, Dr. Doom is no longer interested in the Beyonder’s prize for he has witnessed true power. Doom berates the group telling them that they have all witnessed the power to destroy and create universes and they only focus on cheap selfish desires?! Molecule Man is the first to jump forward questioning Doom. He wants his dreams fulfilled, a house, nice yard, lots of friends, even a girl that likes him. Dr. Doom swats him away telling him, telling them all, to ignore their petty dreams. If they fight the heroes, then they are only proving to the Beyonder that they are the small beings that the Beyonder perceives them to be. Dr. Doom, however, views this as an opportunity to make contact with the Beyonder and subsequently transcend their lives as they know it, to become immortal.
You’re a wimp, right?, is Absorbing Man’s response. Piledriver eggs Crusher Creel on saying that Dr. Doom saw Galactus get knocked down so now he must be scared. Dr. Doom is incredulous. He cannot fathom that even after he explains the reality of their situation to them they choose to ignore him. Immediately, Dr. Doom fires energy blasts from his gauntlets leveling machinery down upon the gathered villains in hopes that this will bide him enough time to make his escape. Doom realizes there is only one other that might understand the true nature of their situation and he must seek that person out, noting that the person is his most hated foe.
Victor finds an alien aircraft within the fortress walls and soon makes his escape. However, Kang witnesses Dr. Doom’s escape and realizes that the only people on this alien planet Doom can turn to are the heroes and that he cannot allow. Kang fires an alien cannon, blasting Doom’s aircraft as it arcs high into the sky, causing a huge explosion.
The aerial explosion doesn’t go unnoticed by the heroes and Mister Fantastic is able to see that a large piece of debris fell only a few miles away. The heroes quickly scramble, heading for the downed debris, the flying parahumans carrying the non-fliers in one form or another. The heroes reach the debris field only to find Dr. Doom, staggered, but alive. Doom mutters repeatedly that he must speak to Reed Richards.
The Human Torch and Wolverine want to take advantage of Doom’s weakness and put an end to him once and for all but Captain America offers his hand in assistance. The gesture of aid shocks Dr. Doom back to his senses and he immediately rises to his feet declaring he needs assistance from no one and that he was a fool to think they would understand what only he can understand. Dr. Doom’s arrogance blazes forth as he unleashes energy blasts upon the gathered heroes knocking them all to the ground.
Before the stunned heroes can regroup they are set upon by the entire group of villains.