Author 's Preface: Never happy with the apparent contradictions between the ends of Avengers 166 and Iron Man 116, I 've sought to address the disparity here. Hence I give you the Avengers, the Fantastic Four, and more, in:

WHAT IF...?:

"RETURN OF THE GODSLAYER"

by Van Allen Plexico

"I am the Watcher. For millennia I have kept my vigil, here on this lonely moon, observing all which transpires on your Earth. In particular, I have watched as the group of super-powered beings known as AVENGERS battled many a threat to your world's safety and security.

"One one occasion, this group battled an adversary of such immense power that even the group's most powerful member, the Thunder God, Thor, could scarcely withstand his might. This adversary 's name was Count Nefaria.

"In your reality, Nefaria eventually came to be defeated by a combination of raw power, strategy, and Nefaria's own fears and insecurities.

"But there are other realities, infinite in number. And on one such plane, the Avengers discovered that the outcome of their battle with Nefaria only led to a far greater conflict. Let us then ask ourselves...

"WHAT IF... COUNT NEFARIA HADN'T DIED?"

"On your world, Count Nefaria acquired vast power through the inventions of one Professor Sturdy. Seeking to prove his might, Nefaria challenged the Avengers, in particular hoping to meet Thor in combat and defeat him. But instead of victory, Nefaria only found bitter defeat at the Avengers ' hands, made all the worse for him by the knowledge that his body now rapidly aged, and within two days he would be dead.

"Yet at the conclusion of the battle, Henry Pym announced that a dying Professor Sturdy had revealed the truth to him--that Nefaria 's aging was only temporary. Soon enough, Nefaria would revive, at least as powerful as before, and this time, effectively immortal. Pym also stated that he now knew how to return Nefaria to 'normal. '*

(*This transpired in Avengers #166 --Van)

"Taken into Avengers custody in order to be 'cured, ' Nefaria was later freed and sought out his daughter, Whitney Frost, better known as Madame Masque, in order to force her to return him to his previous condition. In a subsequent battle with Iron Man, however, the machinery which supposedly kept Nefaria alive was accidentally destroyed, and Count Nefaria died.**

(**As recounted in Iron Man #116 --Van again)

"And so did the menace of Count Nefaria end in our reality. But in other realities, on other Earths, the matter reached a far different outcome. For in fact the key moment of decision was not Iron Man 's accidental destruction of Nefaria 's machinery, but in Hank Pym 's choice to not reveal the entire truth about the situation to his teammates. Thus did Pym set the stage, at least on one Earth, for catastrophe....."

"Hank, there 's something I don 't understand."

Hank Pym turned from his laboratory instruments. "What is it, Iron Man?"

The Golden Avenger paced slowly back and forth across the lab, hands clasped behind his back. "You said before, back after we first defeated Nefaria, that Professor Sturdy lied. Nefaria wasn 't really aging. Or at least, that it would only be temporary."

Pym bit his lip. He hestiated a moment, then, "Yes. That was true."

Iron Man faced him. "Then why, when he and Masque attacked me, was he still old? I thought you 'd been curing him."

Pym stood still for a moment, then set his instruments down and turned to face his old ally. "Shellhead, I..." He looked away momentarily. "I had to make some tough decisions along those lines. I made them. I 'm living with them."

"What are you talking about, Hank?"

Pym stared back into his eyes. "There were only two choices. Either allow Nefaria to continue on his course, which would mean about a week of old age, and then his full recovery, including the regaining of all his powers..." He trailed off.

Iron Man shook his head. "No, we didn 't need that. What was the other choice?"

Pym stared down at the floor. "Using Professor Sturdy 's information to strip his super powers away, thus leaving him an ancient and dying husk."

Iron Man 's eyes widened as understanding came over him. "...So... You had to choose between reviving a potentially enormous threat, or--"

"--Or killing him."

Iron Man instinctively rubbed his metallic jaw with a gauntleted hand. "So... You took away his powers, and..."

"No."

Iron Man jerked his head up, staring at Pym. "What?"

"Iron Man, I couldn 't choose either of those options. There had to be another way. And I thought I 'd found it."

Iron Man stepped closer. "What did you do, Hank?"

Pym looked away. "I put him in that containment pod, and froze him in stasis as a weakened old man. He was harmless, but alive..."

Shock washed over Iron Man. "Then-- then he wasn 't dying? He--?"

"Hardly. In fact, his condition was very similar to Wonder Man 's, several years back. For him, the aging could have acted as a sort of metamorphosis."

Iron Man staggered back. "Good God, Hank, do you realize what this means?"

Pym shrugged. "So what does it matter? He 's dead--crushed by the Jupiter Probe while in his vulnerable, aged state."

Iron Man shook his head rapidly. "No, Hank--you don 't get it. The Jupiter Probe didn 't crush him, just his machines!"

Pym 's jaw dropped. "But--but I thought--" His mouth moved soundlessly for a moment, then, "Dear God..."

Iron Man nodded. "'God ' is right. There 's a potential 'god ' out there, and he 's very much alive..."

Count Nefaria raised his arms high above his head, feeling the power wash over him. Intoxicating, it was -- such raw energy, all his to command.

He looked in the mirror. "Ah, my youth has returned in full flush. In fact, I now seem younger even than you, my daughter."

Madame Masque looked away, frightened.

"What is wrong, Whitney? Are you not pleased that our efforts have led to such results as these?"

Masque approached him, eyes imploring. "Please, father. Forget your vendettas. You have your youth, your power... Forget the superheroes who have given both of us nothing but grief over the years. Let us--"

"BAH!" Nefaria whirled, his red cape flaring out behind him. "NEVER!" He strode majestically across the wide hall of his estate. "Much have we suffered at their hands. With the power I now possess, I shall make them all pay! ALL OF THEM!" He glared at his daughter. "The process I underwent has now run its course. I am truly a god! With this power, I am now far more than a match for Thor or any of his allies. Even the Thunder God could scarcely stand a moment before my might." He dropped into a thronelike chair which dominated the hall. "No, I must find a new way to demonstrate my power, so that all on this Earth shall know and fear me!"

"Father, please--!"

He ignored her. "There must be -- YES! I have it! Perfect..."

Nefaria soared up, smashing through the ceiling of his mansion, rocketing off into the distance.

Whitney Frost dropped to her knees, weeping. "Father, no..."

The Avengers had assembled at the mansion. Iron Man and Yellowjacket operated the facility 's scanning machinery, seeking any signs of an energy signature which might reveal a revived Nefaria. The Vision, Wasp, and Thor patrolled the city by air, while Captain America and Wonder Man covered the ground. Meanwhile, the Scarlet Witch and a newly-arrived Captain Marvel sat together in the Mansion 's lounge, attempting to augment one another 's powers by working together.

"Mar-Vell, we appreciate your coming on such short notice," Iron Man told the blond Kree captain. "And if we succeed in finding Nefaria, we 'll probably need your firepower even more."

Mar-Vell nodded, his eyes closed as his cosmic awareness probed for Nefaria 's presence. "Glad to help, Iron Man. I--" His voice faded away. "I think--"

"Yes," Wanda interjected. "We have him. He 's currently--"

"--Closing on the Baxter Building," Pym finished for her. "Word just came in from air reconnaissance. Thor and Vision are confronting him now."

Iron Man was already moving toward the hangar. "Then let 's go."

Nefaria effortlessly ripped away another huge chunk of the side of the Baxter Building. "Come out, Richards! Count Nefaria has need of your services!"

Thor and the Vision rendezvoused about a block away from the Fantastic Four 's headquarters. They watched in awe as Nefaria smashed his way into the building.

"Truly his might dwarfs even that which he possessed before," Thor observed.

"Indeed. Subduing him should prove quite difficult."

"Verily, Vision, thou has retained thy mastery of the understatement."

The two heroes closed on the Baxter Building, even as the flaming trail of the Human Torch blazed across the sky. Meanwhile, the Thing, Reed Richards, and the Invisible Woman raced out onto the roof of the building.

Nefaria tore away another section of the wall, and a bookcase full of pinup magazines rained down onto the streets of Manhattan.

"Hey, buddy, whaddaya think yer doin '? Ain 't I got enough troubles widdout you trashin ' my library?" The Thing grabbed a spare chunk of wall and hurled it at Nefaria. The villain swatted it away with a casual gesture.

Johnny Storm hovered alongside Thor and the Vision as they settled onto the roof. "I 'm betting you guys know who this is." Johnny glanced back as an Avengers quinjet approached the building from the other side.

"I know who he is, Johnny," Reed replied. "Count Nefaria. I 've read the Avengers ' reports on him." Richards leaned over the building 's edge. "We 're here, Nefaria. What do you want?"

Nefaria moved back from the building, gazing upward. Suddenly he lofted up to the level of the roof, and hovered in midair, arms crossed, cape billowing. "Ah, Richards. At last."

Thor and the Vision stepped forward, preparing to attack.

In the quinjet, Cap pointed to the scene below. "He 's flying. Hovering. He couldn 't do that before."

Wonder Man nodded. "Not a good sign."

Grim determination etched into his features, Cap brought the quinjet to rest on the roof of the Baxter Building.

"What I want is simple, Richards. It is something that, of all the men on Earth, only you seem to have the ability to do." He spread his arms wide. "I want you to summon Galactus to Earth, that I might prove my mettle once and for all, by defeating him in combat."

As one, the heroes ' jaws fell open.

Richards recovered first. "You can 't be serious, Nefaria. Galactus--"

"I am quite serious, Richards. My power has magnified to such a degree now that only he could truly provide me with a valid test." He smiled. "And if I succeed, how much better for the universe that it should be rid of such a threat?" The smile widened. "Why, I should think I would be welcomed as a conquering hero on every inhabited world in the universe!"

"He 's really lost it," Wonder Man whispered. Cap nodded.

"What say you, Richards?"

Iron Man rocketed between Nefaria and the others, arms outstretched, hands open wide. "I have your answer right here, Nefaria. AVENGERS, ATTACK!" He unleashed a full-powered blast from his repulsors, smashing Nefaria with unearthly force.

Even as the repulsors switched off, Thor 's hammer smashed into the villain 's forehead. Mar-Vell unleashed a photonic blast from his nega-bands which obscured the black and white figure in blazing light, and the Wasp tossed in a full-power bio-sting. As the light faded from the first wave of attacks, the Scarlet Witch stepped forward, her hands outstretched in almost painful gesture, fingers splayed downward. In response to her hex power, the air around Nefaria solidified, encasing him in a solid block formed from random particles in the atmosphere.

The block exploded, fragments hurtling in every direction. Nefaria seemed no worse for wear.

Before the villain could act, Wonder Man leapt from the edge of the building, smashing into Nefaria 's encased form and driving him down. His fists rained blow after blow onto the villain 's invulnerable body.

"Bah! Away from me!" Nefaria halted his descent and hurled Simon away. "You pathetic heroes are no match for me! You only waste my time!"

Wonder Man triggered his belt jets, halting his descent, and he turned to attack again. Above, he could see the Vision diving to attack.

"My form has achieved diamond-hardness, Nefaria. I defeated you before. Surrender."

"Away!" Nefaria backhanded the crimson-faced hero, hurling him down. Simon sought to dodge, but couldn 't maneuver in time, and the Vision 's ultra-dense body collided with him. Both tumbled to the street below.

Nefaria settled to the rooftop, surrounded by the Avengers and FF. "This battle is meaningless! I can easily destroy you all!"

"Purty speech, Nefaria," Ben Grimm growled. "But I have one too. IT 'S CLOBBERIN ' TIME!" The Thing swung a roundhouse blow directly into Nefaria 's stomach.

At the same instant, Iron Man seized the villain from behind, a gauntlet to each side of the head, unleashing a torrent of electricity into his adversary. "NOW!"

Wanda unleashed another hex, directing intense pain into Nefaria 's body. Mar-Vell blasted his photonic energy in a concentrated burst. Johnny Storm directed a torrent of flame at the villain.

"THIS IS MEANINGLESS!" Nefaria spread his arms wide, and a massive blast of energy radiated outward from him, sweeping all the heroes from their feet and hurtling them away. Susan Richards managed to shield them from the brunt of the blast with her forcefield, but even so, most were incapacitated.

Nefaria towered over the stunned Reed Richards. "None of you can stand before me. If I must, I will destroy you all, one by one, until you agree to do as I say."

Reed glared at him. "You fool! You don 't understand what you 're asking! I can 't just snap my fingers and have Galactus appear out of thin air!"

Sue tried to help Reed up. "And even if we could," she added, "he 'd only destroy you and then turn his attention to the Earth!"

"NEVER!" Lightning flared all around Nefaria, raking outwards in massive bolts. "I am supreme! Not even HE could stand against me!"

Behind Nefaria, the Vision and Wonder Man sailed over the edge of the building and lined up alongside their teammates.

Iron Man raised a hand. "Wait for my signal."

Cap nodded. "Only a coordinated assault by all of us at once has a prayer of stopping him. If we can hit him while he 's distracted with Reed --"

The hope died instantly. Nefaria gestured behind his back, and each of the Avengers and FF found themselves suspended motionless in midair, held in place by Nefaria 's awesome and growing power.

"It is over, Richards," Nefaria crowed. "Summon Galactus NOW, or I shall--"

The voice boomed out across the city, shaking buildings to the foundations and nearly deafening every eardrum.

"GALACTUS IS HERE."

The great silver ship descended.

Two near-gods battled high above New York Harbor. One a purple giant, a galactic entity weilding the Power Cosmic; the other a former human gifted with apparently limitless might.

The glare from their combined blows nearly blinded the Avengers and the FF as they watched from the rooftop of the Baxter Building.

"What can we do, Iron Man?" the Wasp asked.

Iron Man shook his head. "You got me. Stay out of the way?"

Wonder Man watched in awe. "Do you think Nefaria can actually stand up to him?"

"Impossible," Cap replied.

The Vision looked on impassively. "In either case, the outcome cannot possibly be beneficial for the Earth.

"I AM THE ALL! I AM THE WILL AND THE WAY!"

Nefaria reeled under yet another assault of naked power.

"IN SEEKING ME, YOU HAVE FOUND YOUR END, HUMAN!"

Nefaria replied with a wave of force which actually staggered the titan backward. Quickly he redoubled his efforts. "We shall see, Galactus. Even now, you falter."

"YOU ARE BUT AN INSIGNIFICANT FLEA! MINE IS THE POWER COSMIC!"

Again Nefaria struck, and again Galactus fell back.

"This is inconceivable. He 's actually holding his own against Galactus!"

Cap nodded to Reed. "Amazing."

Wonder Man leaned between them, holding a pair of high-powered binoculars out in one hand. "Um, Cap -- is it just me, or does Nefaria suddenly look a lot... younger?"

Cap peered through the binoculars, and frowned. He looked again. "Hmm. I think you 're right, Simon..."

"You wither away, Galactus! You fade beneath my onslaught!"

Galactus had dropped nearly to the ocean 's surface now. His once-massive size had dwindled down to only a few dozen feet.

Nefaria rained blow after blow upon the purple armor. "Admit it! Admit that I am now supreme!"

"You -- are -- NOTHING!" Galactus lashed out, pushing Nefaria away. "YOU ARE LESS THAN NOTHING! YOU ARE AN INSECT! GALACTUS IS THE ALL!" Reaching out with his power, Galactus seized Nefaria and held him firm. "Look at yourself, human! YOU are the one who withers away -- to infancy!"

Nefaria 's brow wrinkled. "Wha -- you lie! Such tactics are beneath you, Galactus! I will not be distracted from my goal!"

"Galactus does not lie, human. See for yourself." He held out a hand, and Nefaria gazed into a reflection of himself created in midair.

He was young. Very young. Less than a teenager.

"A trick! It 's just a trick! It--" But Nefaria 's voice was tiny, childlike. "Nooooo..."

"You have succeeded in your quest for eternal youth," Galactus intoned. The great being smiled. "Yes, Galactus knows of your ambitions, and your vanities. You were old, and sought to drink of the fountain of youth." Galactus raised his hands, and the image grew. "Drink full, Nefaria! You have achieved your dreams -- TOO WELL!"

Nefaria watched himself devolve into a toddler, then an infant. Consciousness left him as he dwindled down to a fetus, then a cell, then vanished.

"IT IS OVER! GALACTUS IS SUPREME!"

From the roof of the Baxter Building came not a sound. Then, as the blazing Power Cosmic surrounded Galactus, and the great entity began to stride on air across the harbor and towards them, Wonder Man turned to Iron Man.

"Uh oh."

Galactus 's silver starship rose up into the sky, and in an instant in had vanished. The gathered heroes breathed a sigh of relief.

"Well, that 's a first," Jan observed. "Two villains battle it out, one loses and the other just leaves the planet!"

"Galactus isn 't so much a villain as a force of nature, Jan," Reed explained. "When he defeated Nefaria, he had no more reason to stay."

"But--" Wonder Man looked confused. "I thought he was supposed to try to eat the planet or something."

Reed smiled. "We 've been down that road with him a few times before. I think he 's satisfied for now with the outcome -- defeating a potential rival and enemy. Plus," and he glanced around at the assembled heroes, "after expending so much power against Nefaria, I don 't think he was in any shape to take all of us on."

"I don 't sense Nefaria on any level of being," Mar-Vell noted. "He devolved away into nothingness."

They stared off toward the horizon, beyond the site of the battle they had just witnessed. The sun dropped to meet the waters of the harbor.

"Then it 's over," Iron Man declared.

"Aye, verily," Thor nodded. "Nefaria hath learned the cost of his deadly ambitions this day. And a high price he paid indeed."

"I am the Watcher, and this is how events transpired on one level of the Multiverse.

"In this reality, as in our own, Nefaria sought to sate his vast appetite for power and eternal youth. But in this reality, he achieved both in far greater quantities than even he 'd ever hoped, and that very power brought him to defeat.

"Thus ended a threat of cosmic proportions, as Count Nefaria, like so many petty villains before him, ultimately fell victim to his own insatiable desires."