In New York City, a transport van of the private police crashes down when their prisoner, Timothy Fitzgerald, uses his powers to escape. He decides to search for his friends in Valhalla, the giant floating base of the Aesir.
Meanwhile Meanstreak, Krystalin and Bloodhawk face Heimdall, the guardian of Valhalla. Heimdall’s strength and speed are incredible and they seem to be incapable of defeating him. Loki is watching them from the shadows, revealing in his thoughts that he and Meanstreak are old friends.
With Bloodhawk and Meanstreak down, Krystalin has to face Heimdall alone, but she is snatched away by Ravage, who uses a cable to swing over the platform in Tarzan-style. Ravage tells Krystalin that Hela, one of the Aesir who tried to kill him, in fact was an old friend of his – the Aesir are definitely fake and not the real legendary Norse gods. Ravage thinks that the Aesir’s purpose is to serve as a distraction, while the floating city’s faulty anti-grav tech does environmental damage. Touching her hammer-shaped necklace, Krys thinks of her mother who believed in Norse mythology. She is glad that her mother didn’t live to see these pretenders.
In one of New York’s parks, a guy with some kind of floating platform offers to take any Thor worshippers up to Valhalla. Fitzgerald wants onto the platform, but is told to wait in line like the other followers. He uses his powers to scare away those people and it works (he notes that he now seems to be able to control his blasts). He then forces the platform-man to take him up. Tim remembers how he, the two X-Men and Bloodhawk entered New York in search of Meanstreak’s friend, Jordan Boone.
All the news-screens are displaying images of the new Aesir, but the X-Men have no time to bother with them. They reach Boone’s apartment and inside Meanstreak comments that he owes Jordan, as he helped him to get out of his contract with Alchemax years ago. They find a file in which Boone explains that Alchemax shifted their resources to launch Valhalla earlier than intended, and the reports about the city causing ecological problems were buried by the Eco office of Phillip Ravage. Right then the internal security of Alchemax enters and tries to arrest the X-Men. Bloodhawk, Krystalin and Meanstreak escape, but Fitzgerald gets stuck in a gel chair and is arrested.
As it is heavily raining, the floating platform’s engine suddenly stops and the controller jumps off with the only parachute. Just before Fitzgerald falls, he’s grabbed by a hand.
A thousand feet below, the Punisher and Spider-Man are on a skysled. They have to dodge the falling platform, while they discuss the gullibility of the people who let themselves be easily blinded by false religion. They make their way to Valhalla.
At the corporate headquarters of Alchemax, Avatarr is thinking about his plans. The masses cheer at the new Aesir, and not before long the gods he created will slay the annoying superheroes that keep interrupting his plans.
On the floating city, Krystalin tries to defend Bloodhawk from Heimdall, who offers her to stay with them on Valhalla, since she has proven her courage and the small hammer around her neck proves her to be a Thorite. Krystalin then denounces the Aesir’s Thor as the real Thor and Heimdall gets angry. Meanstreak wakes up and is face to face with a wolf that shapeshifts into Loki. He tells Meanstreak that Heimdall’s powers are enhanced with neurotechnology and offers him a device that can shut those enhancements down. Meanstreak accepts knowing that it is his only chance to save Krystalin. He uses the device and Heimdall is suddenly blinded. Bloodhawk seizes the opportunity and knocks him out.
Loki then tells the X-Men his reasons to help them. He turns out to be Jordan Boone who invaded the Valhalla-project to gain his new powers (as a way to compete with Meanstreak’s mutant powers). He broke into the research banks and altered his own data to match the Loki criteria so he would be chosen for the transformation. However, unlike the other Aesir, Boone retained his sense of identity since he sabotaged the technology.
Doom then enters with Fitzgerald whom he saved from the fall. Loki claims that Doom, the X-Men, Ravage and Spider-Man are all there as he had planned. Doom refuses to believe that he is there at Loki’s direction, but Loki tells them that they are all part of his big game. Bloodhawk becomes furious at the word ‘game’, telling him that Valhalla is destroying the environment. He flies away to destroy it, but is hit by a lightning bolt. That’s when Thor makes his entrance.