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Rikki Barnes is walking through the streets of Philadelphia, thinking of how she can't seem to fit in anywhere when she is suddenly attacked by Doctor Doom. She is rescued by Captain America. Doom warns Cap of the threat that is about to arrive on Earth.

It has already begun, and the Fantastic Four battle the heralds of Galactus in Central Park. This time Doom has made the right decisions and the Avengers and the Hulkbusters arrive on the scene to help with the battle.

Galactus prepares for his arrival. The Silver Surfer asks Galactus to spare the planet, but Galactus hungers. After defeating the heralds, Earth's heroes regroup to form a plan to defeat Galactus. The Silver Surfer approachs Rikki and tells her that Galactus cannot be stopped. Earth must be evacuated.

He attempts to leave, but not before Rikki jumps onto his board to try to get him to help them in defeating Galactus. Eventually, the Surfer returns and agrees to help.

The Surfer is outfitted with Cap's shield, Rebel's gloves, Doom's power siphoning device and Reed's nullifier. The Surfer approachs his master and betrays him. He uses the devices to force Galactus into absorbing more energy than he can handle, destroying him. The Surfer dies with him and Cap's shield falls to the ground.

Cap goes to Arlington National Cemetary to pay his respects to Abraham Wilson. He is soon met by Richard 'Bucky' Barnes and Peggy Carter Barnes, Rikki's grandparents. Nick Fury arrives to tell Cap that everything he knows was a lie told by SHIELD to get him to be Captain America once again. Before Cap leaves, he tells him he already knew all along.

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