The Marvel Zombies, after having gained the power Cosmic from eating Galactus and the Silver Surfer, have flown throughout the universe and have eaten every single being they've come across. Now the only thing left to do is head back to Earth and try to figure out how the zombie Reed Richards left their dimension.
Back on Earth a small group of survivors lead by the Black Panther are trying to rebuild their society. During an assassination attempt by a member of the Acolytes to try to remove the Black Panther from the thrown, manages to kill him, but a bite from the zombie Wasp infects him so that he may continue on as a zombie like her.
Asking just one time too many if they are there yet, Spider-Man sends Giant Man into a Rage. After shooting him in the mouth with some of his web fluid, it takes the Hulk and Iron Man to restrain him. Spider-Man says that he's just joking around, but Giant Man doesn't care and reveals that he could never really stand him and that he can't understand why someone like Colonial America is gone but Spider-Man is still left. Spider-Man tells him that he completely agrees and says that he doesn't think any of them deserve to still be around after what they have done.
Back on Earth in the detention level of Asteroid M we have the Wasp and the newly made zombie T'Challa, aka the Black Panther, locked away. On the other side of the door is T'Challa's grandson, who doesn't understand why they have to lock his grandfather away. T'Challa reaches for the door telling him not to open it no matter what happens, but the Wasp tells him to relax, knowing that there's no way the child could open it by himself. T'Challa is ashamed because he doesn't know if he was reaching for the door to stop it from opening, or if he was actually reaching for his grandson. But the Wasp, again the voice of reason, tells him that the only way T'Challa can work through the pain and hunger long enough to be back to normal (normal enough not to try to eat people) is if he just focuses and stops talking to "one of them".
Outside Forge is arguing with Malcolm Cortez about the new leadership of their colony. Forge says that there's no way Cortez will be leader especially after the assassination attempt made on T'Challa that Forge believes he can link to Cortez. Cortez reminds Forge that he had more then enough supporters and that was before T'Challa was turned into a zombie. Does Forge really think the people will choose a zombie to lead them over Cortez now?
Meanwhile, flying through space Spider-Man and Luke Cage have themselves a little heart-to-heart. Luke Cage asks him why he has to joke all the time, especially when it gets on everyone's nerves. Spider-Man tells him that it was always a way to mask his insecurities when facing off against his enemies. If the likes of Doctor Octopus or the Green Goblin knew just how afraid he was on them, they would have the advantage. But if Spider-Man can crack jokes while they're fighting, it shows them that he's not at all scared. Luke mentions that there are no more enemies and there hasn't been any for a long time, so why does he still have to joke. Spider-Man tells him that it's now his way to keep his mind off of the memories of all the horrible things they've done; all the worlds and civilizations they've ended. By joking it makes him feel that there's still a piece of him that's still human.
Back on the Detection Level Forge is telling the imprisoned T'Challa and Wasp that Cortez and his followers have taken over the colony and that it's no longer safe for the two of them. The Wasp tries to argue that it was Cortez who was responsible for the mess they're in now but there's no way they can do anything about it. As Forge leaves, outside he runs into Cortez who makes Forge promise tomorrow, he'll bring Hawkeye to him along with T'Challa and the Wasp so that they can end the zombie plague once and for all. Even though Forge knows that this is for the best, it still weighs heavily on his mind.
Later that night, Forge, Reynolds and Hawkeye are at the detention level to break T'Challa and the Wasp out. With all the time that has gone by T'Challa can now be trusted not to try to eat anyone. Reynolds tells the zombies that they'll have to take Hawkeye with them when they leave and T'Challa promises that they'll be on the lookup for any supplies while they're gone. As they are leaving, T'Challa comments on how he wishes he could say goodbye to K'Shamba, his grandson, before they go, when suddenly Cortez speaks out, saying that that could be arranged.
It seems Cortez was waiting for them with a large gathering outside the structure. Cortez tells K'Shamba to go to his grandfather but the boy is scared. Speaking to everyone Cortez says how even T'Challa's grandson doesn't trust him any longer. How can anyone trust him now that he's a monster? He then asks if this is really who they want to lead them now, but he doesn't get any response. Everyone is staring up into the sky as the Marvel Zombies have finally made it back to Earth.
Sensing what is about to happen T'Challa whispers to Forge that at the first moment he gets, to try to get his wife and grandson to Asteroid M. Giant Man can hardly believe that there are actually survivors still on Earth. Asking them how they managed to hide from them before, T'Challa tries to reason with the zombies, saying that not all of them have survived, becoming a zombie himself, but they have found that they can deal with the hunger. Giant Man doesn't believe him, and before he can say anything else, the Hulk, saying enough talking, goes into a feeding frenzy.
Giant Man grabs the Hulk in a headlock telling him to stop, that they have to be smart about this. They can't just eat everyone in sight, they'd be finished in a matter of moments and then they'd be right back to where they started from. He misses the taste of human flesh, saying that it's much better than anything else they've eaten in the universe but they have to control themselves. They can setup a breeding camp and instead of devouring everyone in sight, they can savor it and eat forever.
Hearing just about enough, Spider-Man blasts half of Giant Man's head away with his new cosmic powers. Telling everyone that they can't do it again. Not with real people with new families here - he won't let them. Seeing that the top half of his head is gone, Giant Man comments on how Colonel America would be proud (he was the same way in the first mini-series), and tells everyone to kill Spider-Man.
Wolverine is the first to get to Spider-Man saying that he always knew it'd come to this, but Luke Cage stands up for Spider-Man saying that he agrees with his words - that they can't just be monsters again. With the zombies now fighting each other the Wasp gets everyone into Asteroid M, while Reynolds contacts T'Challa remotely through Hawkeye's robot body. T'Challa thinks Reynolds should launch into space, but Reynolds doesn't see that as being any safer then where they are now, and he actually has been working on something that could help them. Telling T'Challa to try to get the fight as far away from Asteroid M as possible, T'Challa tells the Wasp that they have to push the zombies out of the settlement.
As the fighting continues Giant Man tries to get everyone to stop because they're not going to solve anything by fighting each other and T'Challa relays the information to Reynolds that they've pushed the zombies back as far as possible. With a push of a button Reynolds creates a giant forcefield around New Wakanda, trapping the Marvel zombies on the outside, but trapping the Gladiator with them on the inside.
Still heading back to Earth, Spider-Man confides in Luke Cage that the reason he cracked jokes all the time was to mask his fears and insecurities going up against the likes of Doctor Octopus and the Green Goblin. Now he jokes to mask his thoughts from remembering all that he's done, traveling the universe and devouring entire populations.
On Earth the Black Panther and the Wasp have quarantined themselves so that they can deal with their hunger pains. Since the Wasp has already gone through this it takes her much shorter a time to get back to normal again, which leaves her to coach the Black Panther back.
Just in time to because the descendant of Fabian Cortez has decided that now would be a perfect time to secede the Black Panther as king of their establishment. Knowing what will happen to them once Cortez is in charge, he breaks the Black Panther and the Wasp out of their cell, only to get them outside for a front row seat to the return of the Marvel Zombies.
Hulk overcome with hunger makes a break for the people and does manage to chow-down on a few before Giant Man can stop him, which he does because has come up with the perfect plan. Instead of merely feasting on everyone until there is nothing left, why not ration the food stock, maybe even build human farms so that they can eat humans flesh, which apparently tastes much better than alien, forever.
Good thing Spider-Man was starting to get his conscience back to stand up to Giant Man and his crazy, sick farm idea. Along with Spider-Man, Luke Cage has also seen the light and the two of them standing between the zombies and the people is enough of a distraction for everyone to try and escape.
Meanwhile Dr. Reynolds aboard Asteroid M has come up with a solution, and ordering the Black Panther to try and push all the zombies to the edge of their camp, turns on a force field, blocking the zombies from the survivors. Only the zombie version of the Gladiator wasn't at the edge of the camp when the force field was activated and he is now trapped inside with everyone.
Just like the first issue, this is fun and all, but I still don't think the writer really got how the Marvel characters would truly react in this situation. First off, I just can't see Spider-Man still making jokes after he's taken part in eating every living thing in the known universe. It just seems so out of character. In the first mini-series we see Spider-Man wracked with guilt over feeding on Mary Jane and Aunt May, and yes, those were two people he loved more than anyone else in the world, but eating millions upon millions of other beings doesn't seem to faze him. I know that he did finally stand up and try to stop the rest of the zombies from eating Earth's survivors but I just can't see Spider-Man acting like the same old Spider-Man after committing countless genocides.
Plus some of the dialog seems so "hammy". Like when Spider-Man tells Luke Cage about how he has to joke to mask his insecurities. Luke Cage replies that it's sort of like how he's so handsome, making his enemies think how can he be so handsome and fight crime. Really? That's so lame especially for Luke Cage.
Robert Kirkman normally writes his own book, The Walking Dead, which, of course, features zombies, but in that book he has a much more solid grasp on his characterizations. Here, it feels like he's trying to keep the mood of the story as light as can be, even for a book with zombies, for the younger readers. But I think if you're going to write a comic about superheroes devouring innocent people, you really can't keep the tone of the book light. It just ends of contradicting itself.