Regarding the Avengers as the first of many enemies who will seek to destroy him before he can achieve benevolent universal dominance, Korvac feels he must kill them. Telepathically alerted by Moondragon, the Guardians of the Galaxy race to the Avengers’ aid, but Korvac quickly kills Vance Astro, Nikki, Quicksilver, Charlie-27 and Hercules. Iron Man orders Black Panther to attack Korvac’s wife, but the Panther hesitates, calling this dishonorable. Yellowjacket seizes Carina instead, but Korvac slays him, then kills Hawkeye, Yondu, Ms. Marvel, Martinex, Captain Marvel, Black Panther, Black Widow, Scarlet Witch, Wasp and Jocasta, repeatedly expressing his regrets about slaying such admirable beings, saying he does it for the sake of his noble cause and for his lover Carina. Seeing Korvac’s power ebb momentarily, Captain America attacks and manages to hurt him, but Korvac kills him. Enraged, Wonder Man overcomes his fear of dying and pummels Korvac repeatedly until the villain slays him. This gives Thor, Iron Man, Vision and Starhawk time to recover and they attack Korvac together. Shaken, Korvac looks to Carina for support but sees doubt in her eyes, so he ends his own life. A grief-crazed Carina kills Starhawk, Iron Man and Vision, then takes control of Thor’s hammer and forces him to kill her. A heartbroken Moondragon tells Thor her telepathy showed her that Korvac and Carina were noble souls and might have made a paradise of the universe, and that Korvac used his dying energies to restore all the slain Avengers and Guardians to life, albeit barely. Thor changes to Dr. Don Blake and starts treating the injured heroes as Moondragon removes his memory of what she just told him, so that he and the other Avengers will never know the tragedy they helped cause.
This issue includes a LoC from future comics writer Peter Sanderson.