With Susan about to give birth at any moment, her life is at risk unless Reed can secure Element X, an element only found from a single source in the Negative Zone, that will save her and the baby's life from the risk posed by the very cosmic rays in Sue's body. Joining Reed, Ben, and Johnny in place of Sue are Spider-Man and Superman. The team is captured by Annihilus whose Cosmic Control Rod has the element that Reed needs; however Annihilus, obsessed with the immortality the rod provides refuses to part with it. Once the team gets the Rod, they are faced against hordes of Annihilus’ bug like servants in a race against time.
