Blastaar and his army get attack and crushed by the Phalanx. Moondragon and Quasar continue their exploits with Adam Warlock, who has a memory loss. Moondragon restores Warlock's memory, but then they too get attacked by the Phalanx. They escape to Warlock's refuge, where they get welcomed by none other than the High Evolutionary! Ronan, Wraith and the Super-Skrull try to join the resistance, but their ship gets shot by the Phalanx before they can. The Phalanx warriors Korath, Xemnu and Shatterax report back to their master, who kills Korath to make a point. And this master is none other than... Ultron!