A mysterious man buries three recently killed familiar aliens, the newest of many corpses in a huge graveyard. Meanwhile, on Earth, the fledgling hero Gravity, defeats Brushfire in a quick fight, then examines a teleportation device that takes him to outer space. He awakens, meeting Spider-Man, Medusa, Firebird, Wasp, Venom, Henry Pym, Kraven the Hunter, and the Hood. Shortly after, a being, apparently the Beyonder, appears and claims that if they slay their enemies, they will have rewards in a nod to the Secret Wars. Venom promptly attacks Spider-Man, impaling him and demanding his reward. As Spider-Man apparently dies, he mistakes Medusa for Mary Jane Watson. She then retaliates, and after a quick argument with the others, uses her hair to whip Venom. The sonic booms hitting his body cause him potentially fatal damage, and when the others distract her, Venom runs away, destroying the ship's controls. Gravity attempts to steer the ship but is unable to control it and it crashes into the planet below. Medusa protects the others, using her hair like an airbag, but she is injured in the leg. Pym uses a shrunken medpack in his pocket and tends to her injury, when a mysterious man named Michael appears. Pym pulls out a shrunken Quinjet, and Michael says that flying is a bad idea. The group disembarks, only to be pursued by Dragon Man, who destroys the new jet. Michael then morphs, revealed to be Deathlok, while Spider-Man gets up, apparently undeceased. Deathlok manages to overpower Dragon Man, with help from the remaining conscious heroes. Afterwards, Michael/Deathlok reveals that he has been here before, with a group consisting ofCaptain Marvel, Wonder Man, Darkhawk, Dracula, Terror, Coldblood and Sleepwalker. Michael agreed to stay on the planet so the other heroes could return home. Meanwhile, Kraven manages to find Spider-Man, who is doing well despite massive body damage, and tells Kraven that he needs to slay the others, so that he wins. Kraven realizes this isn't how Spider-Man would talk, and when the Hood shows up, and further damages the questionable hero, takes him to the group. "Spider-Man" reveals a major secret: he is really the Space Phantom. The heroes battle Space Phantom, who uses his powers to become Xemnu. After a fight with the others, Pym defeats the Xemnu form and the Phantom becomes Northstar. Pym, who tagged the Phantom with a tracer, takes the others into Limbo. The real Northstar is there. Back on Battleworld, Venom destroys Pym's gateway to Limbo, stranding the group there and demanding for the Beyonder to give him his prize. In Limbo, Firebird and Pym have a short romantic interlude, and when the Space Phantom comes back, the team threatens him. He teleports the entire group to Battleworld, where they defeat Venom. Suddenly, Pym seemingly uses a disintegration beam to destroy the entire group, and asks for his reward, and The Watcher appears. In truth, Pym has merely shrunk the group in order to draw out the "Beyonder". Pym asks for three wishes: to return home, to learn the true identity of the "Beyonder", who is actually an old X-Men foe named the Stranger who wanted to study humanity, and for the Stranger to stop his experiment and never repeat it. Pym reveals that he only shrunk the group. The Stranger initially refuses to stop his experiment, but the Watcher's presence causes him to reconsider, and he leaves. Battleworld begins to break up, but Gravity temporarily holds together the world and sends the group to the teleporter, back to Earth, sacrificing his life. The entire group attends his funeral, including Mac Gargan. The Watcher states that he was there because Gravity's short career would inspire future events, and story captions state that Gravity's story is not over.
In a certain way, the story continues in Fantastic Four #544. Michael Collins, the Deathlok seen in the Beyond! miniseries, enlists the aid of the Fantastic Four to retrieve the body of Gravity, stolen from its grave. Feeling very angry about this, Collins saw it as his duty to get the body back. The FF agreed to help and after a discussion with the Watcher, they discovered that Gravity's body was stolen by the living alien planet known as Epoch which had plans of her own for the body, reviving him and appointing him the new protector of the universe after Quasar had fallen due to Annihilus.
