Kerwin Broderick merges with his last creation - Terrex - and demands that everyone surrender to him or he will kill every inhabitant of San Francisco. When Daredevil attempts to attack Terrex directly, he finds his legs temporarily numbed as a warning to avoid such foolish attacks again. Moondragon, Black Widow, Daredevil and Paul Carson then pull back to determine what to do next.

Elsewhere in the city, Broderick's law partner Jason Sloan watches the events unfold on television. Realizing that Matt Murdock was right all along, he storms out of the office vowing to do something about his former boss. Daredevil and the others meanwhile have given up and gone to Police Chief O'Hara to convince him to surrender to Terrex. O'Hara refuses and storms out of the office, and the group finds the telegram on his desk informing him of his brothers' death in Africa. Just then another police officer enters the room and tells them that Terrex is being attacked by Captain Marvel.
Outside, Captain Marvel tries his best to stop Terrex however he is then attacked by Ramrod. The two super-humans fight it out, however, Captain Marvel finds that his strength is outmatched by Terrex and so he changes into Rick Jones suddenly, blinding Ramrod enough for Jones to step out of his path, and Ramrod runs straight into a brick wall knocking himself out. Despite Captain Marvel's pleas to change back, Rick insists that they need to rest after their last few cases and points out that Daredevil and the others are arriving via helicopter.

Elsewhere in the city, Angar the Screamer finally notices that Terrex killed his girlfriend Janice. When he attempts to hug her corpse it crumbles into dust in his hands, prompting the furious Angar to go out and get revenge against Terrex for killing his lover.
Back on the battlefront, Daredevil, Moondragon, and Black Widow are looking for Captain Marvel. Realizing that his alter ego is needed, Rick Jones clashing his Nega-Bands together to switch places with Captain Marvel once more. The Kree hero confronts the assemblage of heroes and offers his aid. When Mar-Vel confirms Moondragon's origins, he explains that Terrex was a doomsday weapon in development by the people of Titan. Because the creature is the embodiment of life, they would have to destroy it with something made of un-life, or anti-matter however they would have to stop Terrex's rampage by attacking the mind of Broderick first.

Terrex is stopped first by Jason Sloan who attempts to shoot Terrex who just laughs at him. With a choice between living and dying, Sloan chooses death than living under Terrex's rule. Just then Matt Murdock shows up to confront Terrex as well. Furious, Terrex orders Angar to use his powers against his foes, however, Angar instead turns them against Terrex as well.

As Murdock, Black Widow, and Captain Marvel keep Terrex occupied, Moondragon uses her mental powers to boost Angar's powers beyond their range. They trap Terrex in a black void with the egg of creation when Terrex smashes it he is enveloped in utter darkness. The unlife destroys Terrex and kills Broderick and with the threat over Moondragon ends the illusion. With all said and done, the heroes reel at the scope of what they accomplished and Captain Marvel parts company with them.

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