"Side by Side with... Annihilus??"
Annihilus attacks Reed in an effort to see if Reed can help him. Reed fails the test but manages to convince Annihilus that he can help, as Annihilus tells Reed how he lost his kingdom. Reed agrees to help but they are out matched by the conqueror. Back on Earth, Ben tries to salvage the android with the help of Tigra, Thundra and the Impossible Man. But the Coast Guard claims the android as the army moves in to take it, Ben fights them off in order to take the android back to have Reed examine it. Sue heads over to Alicia's to check on Franklin, but he is mysteriously taken by Agatha Harkness for reasons she will not explain. Johnny goes to check on his "girlfriend" Frankie, but she is dating another guy.