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The heroes have fallen and its up to Galactus and the other astral gods of the universe to step into the fray. And finally, the Infinity Gauntlet is wrested away from Thanos...but by whom will shock you!

Thanos is under attack by several of the most powerful forces in the universe. The heavens shake with power. Billions die just for the battle to take place. It creates an inter-dimensional distortion allowing Annihilus and his forces to invade Earth. But right now, this is the least of the universe's troubles.

One by one, Thanos defeats the entities Chronos, Master Order and Lord Chaos, Galactus, Stranger, Epoch, Mistress Love and Master Hate. Mephisto sees this as an oppurtunity and tries to take the gauntlet from Thanos but fails. Thanos is soon disheartened in the fact that Death has joined the assault against him. He entraps all the entities when he is faced with Eternity.

The battle turns out to be the war for control of this reality. Thanos ends up the victor, turning into a cosmic being not unlike Eternity. But this leaves his physical form temporarily unprotected. Nebula takes the Infinity Gauntlet for herself.

Doctor Strange, Warlock and Silver Surfer regroup on Earth. They devise a new plan.

Now it is Nebula who possesses the greatest power in all the universe, and she is very disoriented by her recent ordeals. She seeks revenge and transports Thanos and Terraxia into space, where Terraxia dies because Thanos had not thought to make her be able to breath in space. He is then transported by Warlock to Earth so they can speak.

In private, Warlock reveals that while in the soul gem he was able to learn everything about Thanos including his thoughts, dreams and secrets. He tells him that he always seeks ultimate power but does not believe he deserves it and subconsciously supplied his own defeat whenever he achieved it. Thanos agrees to help retrieve the gauntlet from Nebula.

Doctor Stange has managed to gather some of the heroes who were sent to other realms by Thanos. They all attack Nebula, but even with her lack of experience the gems give her incredible power.

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