Thanos freezes Thor, Namor, Firelord and Iron Man's attacks as well as everyone else in time, except for Nebula, Watcher, Mephisto, Starfox, Terraxia and Mistress Death. Mephisto shows Thanos that the Silver Surfer and Adam Warlock are only a few light years away. Thanos wishes to annihilate them all, but Mephisto uses Thanos' love for Mistress Death, to goad him into using only his 'Power' gem, thus allowing for a fairer fight to impress Death.

Thanos unfreezes time and is immediately attacked by Drax the Destroyer and the Hulk. They are both quickly subdued by Thanos, before he is immediately assaulted by the Vision from behind, who quickly retreats from his location, leaving Thanos actually impressed. Namor and She-Hulk begin their attack, but Thanos begins to adjust to his new power level and causes something to grow on both superheroes, that envelops and kills them. Thanos begins to gain the upper hand, but is knocked down by Mjölnir, but Thor is unable to assault Thanos a second time as Doctor Doom greedily leaps in to steal the Infinity Gauntlet. Doom however pays the price of such treachery by being struck by the Gauntlet, burning his suit and sending him flying, although his armour does save him from death.

Thor hurls Mjölnir at Thanos again, who this time creates a portal that sends Mjölnir away. Without Mjölnir, Thor will revert back to mortal Eric Masterson in sixty seconds and thus savagely pummels Thanos briefly before Thanos overpowers him and flings Thor away. With Thor temporarily out of the battle, Firelord and Wolverine attack Thanos, who defeats both by hurling Firelord brutally into a wall and turning Wolverine's adamantium skeleton into rubber. Doom once again tries to get the Infinity Gauntlet, exclaiming that only death will stop him from trying, to which Thanos replies saying that it can be arranged, presumably proceeding to deal with Doom.

Eternity appears to the Silver Surfer and Adam Warlock and says that his Cosmic Brigade wishes to join the fight. Warlock rudely dismisses Eternity and says that even he is a piece on Warlock's board. The Surfer then angrily accuses Warlock of seeing this cosmic battle as a game, to which Warlock replies that it is only because of that, that he can carry out his plan. Back at Death's shrine, Cyclops and Scarlet Witch take on Thanos from both sides, but she is easily overpowered by Thanos and killed. Cyclops manages to stumble Thanos and Iron Man swoops in to attack, but his repulsors fail to kill the titan. Terraxia then leaps in to help Thanos and begins struggling with the armoured avenger. As Cyclops attacks him again, Thanos envelops the mutant's head in a clear block of force that cuts off his oxygen and begins slowly killing Cyclops. As Captain America rushes to help the mutant, Vision tries his previous ploy again, but Thanos has learnt his lesson and manages to destroy him.

Captain America is enraged at Thanos for killing Cyclops and his anger briefly distracts Thanos, Cloak envelops Thanos and sends him to the Darkforce Dimension, but is unable to imprison Thanos and Cloak dies in a massive explosion. Thanos declares he is supreme and laughs maniacally even while being assualted by Drax and Firelord.