Thor enters Valhalla and finds his ally Heimdall unconscious at the feet of the X-Men and Dr. Doom. Loki blames the X-Men for Heimdall’s defeat, even though he was the one responsible. Doom and the X-Men decide to join forces against the false gods, well aware that they need to deal with them and provide Ravage with enough time to fix the city’s unstable anti-grav technology, which is causing tmajor ecological damage. Thor is furious when they don’t believe that he’s the true Thor and attacks Doom, hitting him with his hammer. Doom gets knocked through a wall, the blow was much stronger than he anticipated. Loki appears to tell Doom that Thor’s power stems solely from his hammer. Doom asks why Loki is betraying his brother and the trickster replies that his loyalties are as malleable as his form.
Unaware of Loki’s betrayal, and Thor attacks Doom again. Having recalibrated his armor’s sensors according to Loki’s information, Doom responds by interrupting the power flow between the hammer and Thor. The false Norse god gets angry, as none save him is supposed to be worthy to lift the hammer. The X-Men and Bloodhawk watch the battle, not sure yet what Doom’s motives are. Krystalin notices that Heimdall has disappeared at the same moment that Doom and Thor reach critical mass. A gigantic explosion knocks both warriors from the sky and sends them crashing down to New York in a big fireball.
Fitzgerald wonders whether they survived the fall, but Krystalin is more concerned about Timothy’s change in behavior since his encounter with the psychic vampire Luna. Meanstreak tries to stop Jordan Boone from leaving, but he replies that he is Loki now and Boone is gone. Then he turns into a wolf and leads the way. Suddenly the entire floating city shifts to the side. Meanstreak demands to know why the ship’s gyroscopes don’t adjust to the atmospheric disturbances, and Krystalin assumes it might be the city itself causing the disturbances. Loki tells her she is right. And he goes on explaining that the city was doomed from day one. The top bosses at Alchemax must have known that the city’s reactor couldn’t handle the weight forever. Valhalla was designed to fall.
On the ground, employees of Alchemax dig up Thor’s body, who is still alive, though knocked out. They can’t find any trace of Doom and figure that he burned up in the fireball. However, Doom is watching them from the shadows, thinking how the phasing of his armor saved him and how his cloaking device enables him to follow them.
Some time later, Thor regains consciousness in a lab where he finds six glass cylinders. In the final one is the dead body of Sif. Avatarr enters and tells Thor that Sif wasn’t able to survive the transformation due to mistakes by his scientists. Examining her, they missed a stubborn DNA strand that made her incompatible for the transformation. Thor doesn’t understand any of this, except that Avatarr is responsible for the death of his lover. He threatens him, but with a single command, Avatarr transforms Thor back into reverend Cecil McAdam. McAdam was a priest of Thor, who was also jealous of his god. He accepted Avatarr’s offer to become the new Thor and like the other five subjects they were transformed into the new Aesir, forgetting their former lives. Avatarr offers McAdam to become Thor once more if he swears allegiance to him. McAdam agrees and Avatarr orders the computer to turn him into Thor once more. He then sends him back to Valhalla.
After Thor has left, Doom confronts Avatarr, demanding to know the purpose of his Aesir as they have caused nothing but conflict. Avatarr explains that the Aesir were a way to keep the heroes distracted. Doom warns Avatarr of the heroes, but Avatarr tells Doom that he has observed him. He knows that he, Doom, has gained a conscience in 2099 and that he would not let all those people die when Valhalla drops from the sky.
Meanwhile the floating city is beginning to topple. The X-Men gather all the followers of the Aesir and try to bring them to the escape vehicles. Spider-Man and Punisher arrive and help with the evacuation in their unique way. Spider-Man tries to do it nicely, but the panicking crowd doesn’t listen, so the Punisher fires his weapon. Having received their attention, he tells the crowd to make the evacuation orderly.
Spider-Man then meets Loki, who tries to talk him into joining the Aesir. However, Spider-Man recognizes him as Jordan Boone (Spider-Man’s human alter ego works for Alchemax). The Punisher wants to shoot Loki, but before he can get his sights on him, the trickster disappears only to rematerialize elsewhere on the platform. While he is gloating at how he won this game and pitted the heroes against Alchemax, Meanstreak approaches him. He asks him to help with the evacuation, but as Loki refuses, Meanstreak hits him. Loki says that Meanstreak is jealous that his old friend has outclassed him; he shapeshifts into a bird and leaves.
With the city shifting a few more degrees to the side, Meanstreak runs towards the last escape vehicle, where his teammates are already waiting. Bloodhawk takes to the air and watches as the others leave in the escape pod.
At the same time Doom arrives again on the floating city, thinking to himself that Avatarr has misjudged him. Doom will try to save Valhalla, but not out of compassion, like Avatarr assumed. He will only do it because he has his own plans for the city. Doom runs into Spider-Man and the Punisher, who at first attack him. However, Doom tells them that they are on the same side and surprises them that he knew their 20th century counterparts. Ravage then joins them, telling Doom that he tried his best in the engine room, but all attempts to save the city were futile. The floating city continues to deteriorate and is about to crash down onto New York.