X-51 has abandoned Uatu on the moon because he believes he can help the planet by telling Reed Richards all he needs to know hoping that they'll be able to do something against the coming destruction of Earth if the Celestial growing inside the planet is born. Back on Earth the Skull has made his way to New York and Captain America is still trying to acquire more help from all the nations of the world.
With X-51 now on Earth helping Reed Richards, Uatu now has John Jameson to talk to and he narrates to him X-51's origins, how he was made by Arron Stack to be a complete copy of himself to go on existing forever, long after Stack has died. Stack actually died removing the self-destruct device located within X-51 that would be used by the military if the robot ever became uncontrollable.
X-51 knows all about the fact that it is only a robot and all of its emotions are just circuits opening and closing within its CPU or responses being recorded and played back when appropriate. But even though it knows this, it choses not to acknowledge this fact. Even though Uatu told X-51 what the plan is for the Earth and all of it inhabitants living on it, X-51 has decided to return to Earth anyway to attempt to stop what is about to happen even though it has been destined since the very beginning of the Earth itself.
Back on Earth X-51 and Reed Richards are taking Alicia and The Brother's Grim away. The Thing tells Alicia that if anything happens she is to go with Medusa and save herself and the kids when the Inhumans leave. Walking through Uatu's portal, X-51 takes them to Latveria where the Inhumans are staying. Once there, Reed talks to Black Bolt in the background asking him for his help only it appears that Black Bolt has denied him his assistance. Medusa, after Reed has left, goes and to talk to her husband. Not receiving any response she removes his faceplate to reveal his face. Without us being able to see what is under Black Bolt's helmet, Medusa gasps. In another room, X-51 tells Reed that they need Loki's help to find the Hulk, because the Skull cannot control him, as they walk into another portal doorway.
Meanwhile, Captain America has made his way to T'Challa in Africa asking him for his help. The Black Panther responds that he can't because he believes that what is about to happen must be decided by Cap and Cap alone. Looking for help and not getting it, Steve asks T'Challa for the Cosmic Cube that he gave to T'Challa years ago. T'Challa reveals that Cap gave him the Cube and told him that if he ever came back and asked for it, not give it to him. T'Challa tells him no.
Back in New York the Skull's forces are finding some resistance from the Wizard, who the Skull seems to not be able to control. The Iron Maiden tells him that the Wizard is insane and that the Skull cannot control anyone without a mind, just like he couldn't control the Iron Avengers. The Wizard is quickly killed for his insanity. What can't be controlled must be destroyed.
In the mists of all the fighting the Spiders Man reveals to the Iron Maiden his true feelings to her by showing her, using his illusion abilities, how he really sees her, as a beautiful woman not encased in an iron shell. The Skull shows his disgust for this show of affection causing the Iron Maiden to lash out verbally at him, which really just pisses him off. The Skull goes on to tell her that he is now her god, when Captain America and his forces burst onto the screen proclaiming himself Nietzsche if the Skull sees himself as god.
With Captain America's forces attacking, the Red Skull sits there and allows his army to take the full force of Cap's attack because he is still pouting about being called a brat by the Iron Maiden. Before he'll do anything to stop Cap the Iron Maiden must beg him to control everyone or to at least command everyone to fight back. He acts like a spoiled kid but still manages to initiate his side to fight back.
Red Wing tells Captain as the two of them fight that the Red Skull doesn't have enough skill or imagination to competently control his forces so Captain and his army should easily be able to take them out, but Cap knows that it is not everyone's fault so he doesn't want to have to resort to kill anyone.
Meanwhile Czar Colossus takes out Namor pretty easily. Namor, who is becoming weaker and weaker, is slowly dying because the Red Skull didn't ration enough water to him to survive. Picking up Namor Colossus walks him to the ocean saying that he might still have some good left in him.
Realizing that he can't control the Hulk he commands everyone to pile onto it and as he does this he grabs May, Peter Parker's daughter and commands her to kiss him. This, apparently finally sends Peter into action as he ducks into a store that has a Spider-Man costume hanging in the window.
The Iron Maiden says that he cannot control the Hulk because the Hulk has no mind of its own but if he controls Bruce then he'll also control the Hulk, which puts an end to the fight pretty quickly. As Captain America jumps in to stop the Skull, the Spiders Man brings him to his knees in front of the Skull with images of Bucky's death. The Skull says he won't kill Cap because he wants him to kill himself, but Captain America jumps up with the last of his strength to attack, but we are not privy to the outcome just yet.
Back on the Moon, X-51 has brought Reed Richards to see Uatu to reveal to him that it was Black Bolt who blinded Uatu to the events that would soon take place. Black Bolt vowed to stop the Celestials' plan with the Earth no matter what the cost.
While X-51 and Reed Richards are trying to figure out what to do about the destined destruction of the planet, Captain America and his forces make their way to New York to confront the Skull. The battle is finished really before it can really get started and it is the Skull who stands triumphant. The fight ends with Captain America making one last attempt to stop him but we don't get to see the results of that yet. On the moon, X-51 takes Reed Richards to Uatu who tells him that it was Black Bolt who blinded him and it'll be Black Bolt who will stand against the Celestials.
I think this was the first issue that had more actually happen in it then mere back story. Yeah there was still the 4 pages at the beginning of the issue but after that it was pretty much the battle between the Skull and Captain America and X-51 and Richards confronting Uatu. Because of this issue lacked all the back story kept the rating large, but that one one-liner from Captain America about him being Nietzsche after the Skull proclaims himself god, brought the issue back down. It just felt like the writer was trying to show how smart he was by including this reference in it and it just came off as really lame.
Also why is it that now Spider-Man decides to join the fight, just because the Skull commanded May, Peter's daughter, to kiss him? As if fighting her, then controlling her and finally adding her to his army wasn't enough already to warrant Spider-Man to take action against the Skull, one forced kiss is apparently too much for Spider-Man to stand. This is just plan foolish. Spider-Man, no matter what year it is, would have jumped into the first initial fight between the Skull and his daughter even if it meant that both of them would be taken. He wouldn't have stood by so long without doing anything, watching his daughter be defeated and included against her will to fight alongside the enemy.
Footnote: "If a created being has no rights which his creator is bound to respect, there is an end to all moral relations between them." --Oliver Wendell Holmes