After a long and furious battle, Johnny outsmarts the Sphinx and freezes him, so that Ben can be placed in suspended animation and Reed can build a weapon to hold off Galactus. Meanwhile, Galactus' own battle with the Sphinx ends with the Sphinx defeated, and sent back in time to relive his life over again, living it exactly the same way, dooming himself to eternal life. Reed manages to prevent Galactus from devouring Earth by threatening him with an Ultimate Nullifier that he recreated from pieces of Galactus' ship.