Time Runs Out, also known as “The Fall,” is the devastating final chapter of Jonathan Hickman’s Avengers and New Avengers saga, bringing together years of stories about the Avengers, the Illuminati, the incursions, Doctor Doom, the Molecule Man and the collapsing Marvel Multiverse. Set primarily on Earth-616, the storyline places the Avengers, Illuminati, Children of the Sun, Ex Nihilii and Sunspot’s Avengers against an existential threat unlike anything they have faced before. The major antagonists include Rabum Alal, who is ultimately revealed to be Doctor Doom, the Ivory Kings, who are the Beyonders, Namor’s Cabal and the Maker, while the Molecule Man, Black Priests and Mad Thinker become crucial figures in uncovering the truth behind the Multiverse’s destruction.

Created by Jonathan Hickman, with artwork from Jim Cheung, Mike Deodato Jr., Stefano Caselli and Kev Walker, Time Runs Out began with Avengers (Vol. 5) #35 in September 2014 and concluded with Avengers #44 in April 2015. The storyline serves as the final stage of Hickman’s runs on both Avengers and New Avengers and leads directly into the 2015 Secret Wars event. Marvel itself describes the storyline as the prelude to Secret Wars and the grand finale leading to the Final Incursion.

The Marvel Multiverse Is Running Out of Time

Time Runs Out begins with a dramatic eight-month jump into the future, immediately telling readers that the situation has deteriorated far beyond what they last saw. Captain America has declared Iron Man and the Illuminati enemies of the Avengers and has begun hunting them, while the Avengers themselves have fallen under S.H.I.E.L.D. authority. Several members have left that organization and joined Roberto da Costa, better known as Sunspot, whose own Avengers team is using the resources of A.I.M. to search for a solution to the increasingly destructive incursions. At the same time, the Illuminati have gone into hiding, and Iron Man has disappeared without the Avengers knowing that he has been captured by Namor’s Cabal.

The situation becomes even more dangerous because Namor’s Cabal has become increasingly uncontrollable. In an attempt to preserve Earth-616, the Cabal has destroyed numerous alternate Earths and taken control of Wakanda and its Necropolis. Doctor Doom has also begun investigating the incursions, while the Mad Thinker has mapped the network of the Mapmakers in an attempt to discover what is causing the Multiverse to decay. Doom intends to use the Molecule Man to navigate this network and uncover the source of the catastrophe. The storyline therefore begins with almost every major faction pursuing its own solution to the same impossible problem, while the number of surviving universes continues to decrease.

Sunspot’s Avengers Search the Multiverse

Using A.I.M.’s resources, Sunspot manages to activate a machine capable of transporting people across the Multiverse. His objective is to discover the source of the Multiverse’s decay, so the newly formed Multiversal Avengers embark on an extraordinary journey through different realities. During their travels, they encounter the Black Priests and discover that these mysterious beings are not responsible for destroying reality but are actually attempting to save the Multiverse. The Black Priests, now led by Doctor Strange, offer to help the Avengers confront the entities responsible for the destruction of reality, specifically the Ivory Kings and the mysterious figure known as Rabum Alal.

The investigation divides the two groups into separate missions. The Avengers must follow the Mapmakers to uncover the truth about the Ivory Kings, while the Black Priests attempt to track down the Black Swans in the hope that they will lead them to Rabum Alal. This split becomes important because the two mysteries eventually converge on the same terrifying truth: the destruction of the Multiverse is being orchestrated by forces far more powerful than any ordinary Marvel supervillain.

The Illuminati Finally Face Captain America

Back on Earth, the conflict between Captain America and the Illuminati finally reaches a breaking point. The Illuminati deliberately allow Steve Rogers and S.H.I.E.L.D. to locate them in Spain, where the two sides engage in battle. However, the confrontation is actually a trap designed to bring the various Avengers factions together, and Sunspot’s Avengers eventually arrive and order S.H.I.E.L.D. to surrender. Steve Rogers refuses to back down, leading to an even larger confrontation involving the Mighty Avengers, the Illuminati and Sunspot’s team.

When Steve prepares to confront Reed Richards, he is shocked to discover that Sue Storm is working alongside the Illuminati. The Invisible Woman traps the combatants inside force cages, and the situation becomes even more complicated when Medusa, Black Bolt and Namor arrive. What should have been a straightforward confrontation between Captain America and the Illuminati becomes another reminder that the Avengers are no longer united by a common purpose. Instead, they are divided over morality, responsibility and how far they should be willing to go to save their world.

Namor’s Cabal Faces a Trap

The Illuminati eventually reveal that they have devised a plan to deal with Namor’s Cabal. Namor admits that he is responsible for much of the destruction caused by his group and agrees to lure the Cabal into a trap. A new incursion is approaching, and the alternate Earth involved has already been devastated by the Sidera Maris. Namor intends to lead the Cabal to that world, secretly activate an antimatter injector and leave them behind when the Earth is destroyed. An A.I.M. platform has been prepared to create an impenetrable barrier between the two colliding Earths, preventing the Cabal from escaping.

Namor, however, never gets the chance to complete his plan. Black Panther and Black Bolt confront him, incapacitate him and throw him onto the doomed Earth so that he personally experiences the consequences of his actions. Just as the incursive Earth approaches destruction, the Cabal discovers something unexpected: the world is involved in another incursion at the same time. The group manages to escape through the second incursion point and finds itself in the Ultimate Universe, Earth-1610, where they encounter the Maker, the alternate-universe version of Reed Richards. T’Challa and Black Bolt return to Earth-616 believing that both Namor and the Cabal have been destroyed, unaware that the group has survived.

The Avengers Discover Who Is Destroying the Multiverse

When the Illuminati reunite with the other Avengers factions in the Necropolis, Reed Richards delivers devastating news. The Multiverse is dying much faster than anyone expected, and the number of surviving universes has fallen from hundreds of thousands to fewer than two dozen. The accelerating collapse has even caused the incursions to temporarily stop because there are so few universes remaining, but Earth-616 still has one final incursion to face.

The Avengers demand to know what the Illuminati have been doing during their eight months in hiding. Reed explains that they attempted to create a new planet where the population of Earth could be relocated, hoping that destroying Earth itself might somehow prevent the incursions from continuing. Every attempt failed. Then Hank Pym, operating as Yellowjacket, sends a transmission that changes the entire situation. Pym has spent eight months traveling through the Multiverse in search of the source of the incursions, and he has discovered the identity of the mysterious Ivory Kings. They are the Beyonders, beings whose power operates on a scale that even Marvel’s greatest cosmic entities cannot withstand.

The Beyonders Are Destroying Reality Itself

Hank Pym’s journey reveals the true scale of the catastrophe. He discovers surviving Builders from numerous universes working together in the Superflow to locate the Ivory Kings. When they finally find them, they witness something almost impossible to comprehend. The Beyonders are systematically destroying the Celestials of countless universes and then turning their attention toward the abstract entities that represent the fundamental forces of those realities. As Eternity itself fractures, the Living Tribunal manifests in an attempt to confront the threat, but even the Living Tribunal is destroyed, with fragments of its body falling into different realities.

This revelation establishes why Time Runs Out feels so different from a traditional Marvel crossover. The Avengers are not fighting a villain who wants to conquer Earth or rule the universe. They are confronting beings capable of dismantling the entire cosmic hierarchy of Marvel. The Celestials cannot stop them, the Living Tribunal cannot stop them and the Multiverse itself is collapsing around them.

The Life Raft: If They Cannot Win, They Must Survive

Once the Illuminati realize that the Beyonders cannot realistically be defeated, their strategy changes completely. Inspired by Valeria Richards, they stop searching for a way to save everyone and begin constructing a Life Raft designed to allow a small number of people to survive the destruction of the universe. Their goal is no longer to win the impossible battle but simply to ensure that something survives. To construct the Life Raft, they even make use of the corpse of the Living Tribunal.

At the same time, the Shi’ar discover a connection between the decay of the Multiverse and Earth itself. Their conclusion is horrifying: if the universe is to survive, Earth must be destroyed. The Shi’ar therefore prepare an attack on Earth, creating yet another impossible moral dilemma for the Avengers. The heroes have spent their lives protecting Earth, yet the survival of the larger universe may require Earth’s destruction.

Earth Has Two Hours Left

The Shi’ar eventually arrive and announce that humanity has only two hours left to live before their fleet destroys Earth. Sunspot and A.I.M. respond with a superweapon capable of channeling Earth’s own power, while the S.H.I.E.L.D. Avengers use a Planetkiller captured from the Builders to attack the Shi’ar fleet from behind. Neither strategy succeeds. A.I.M.’s weapon overheats and explodes, while the Planetkiller is destroyed by the Annihilation Wave. With virtually every conventional option exhausted, the Avengers prepare for what appears to be certain death.

The Illuminati then resort to another desperate solution. They use the controller disk of a rogue planet that shares the same physical space as Earth while remaining phased out of normal reality. At the same time, Iron Man travels toward Sol’s Hammer, preparing to use the enormous weapon against the approaching Shi’ar fleet. The situation has become a race against time in the most literal sense, because the heroes are now attempting to delay destruction long enough for the final pieces of their survival plan to fall into place.

Doctor Strange Discovers the Identity of Rabum Alal

While Earth faces the Shi’ar attack, the Black Priests and Sunspot’s Multiversal Avengers continue their search for Rabum Alal and the Ivory Kings. The Black Priests eventually encounter a universe containing the Library of Worlds, where the Black Swans reside. A group of Black Priests attempts to enter the Library but is ambushed and destroyed by the Black Swans, leaving Doctor Strange as the sole survivor. Strange is then taken before Rabum Alal, where the mystery surrounding the identity of the mysterious figure is finally solved. Rabum Alal is Doctor Doom.

At the same time, Sunspot’s Multiversal Avengers finally encounter the Beyonders. After losing members of their team while managing to defeat two of the Ivory Kings, only Thor Odinson and Hyperion remain. The two heroes continue forward despite overwhelming odds, only to find themselves surrounded by countless Beyonders. Their final battle ends with both heroes facing an enemy that vastly outnumbers them.

Doctor Doom Was Rabum Alal

Doctor Doom eventually explains his role in the destruction of the Multiverse to Doctor Strange. Doom had travelled into the past with the Molecule Man and discovered that Owen Reece was a singularity that existed across every reality. The Molecule Men were also weapons created by the Beyonders, with each one connected to a specific universe. If a Molecule Man died, his death would eventually result in the destruction of that universe. The Beyonders intended to use this system to destroy every reality simultaneously.

Doom attempted to stop their plan by killing Molecule Men across countless realities, but his actions created an unintended consequence. By causing the Molecule Men to die prematurely, Doom accelerated the destruction of those universes and helped create the incursions. In other words, Doom did not create the original threat, but his attempt to fight the Beyonders became one of the reasons the Multiverse began collapsing even faster. Doom, the Molecule Man and Doctor Strange eventually confront the Beyonders, but their struggle comes at an enormous cost, leaving fewer than two dozen universes from the hundreds of thousands that once existed.

The Final Incursion: Earth-616 vs. Earth-1610

The final stage of the story takes place as the Marvel Universe approaches its inevitable end. In the Ultimate Universe, the Maker and the Cabal contact Nick Fury and warn him about the coming Final Incursion. Fury refuses to allow his world to simply disappear without a fight, so he prepares S.H.I.E.L.D. for an assault on Earth-616. Meanwhile, Earth-616 continues preparing for the collision, with the Illuminati attempting to determine who will be allowed onto the Life Raft and therefore have a chance of surviving the destruction.

Iron Man reaches Sol’s Hammer and fires it at the approaching Shi’ar fleet, completely destroying the armada and saving Earth from immediate annihilation. It is a spectacular victory, but it cannot change the larger problem because the Final Incursion is still approaching. Earth-616 and Earth-1610 are destined to collide, and there is no longer any way for the Avengers to prevent it.

Captain America and Iron Man’s Final Battle

With the Final Incursion approaching, the Avengers and Illuminati must decide who will be allowed to survive aboard the Life Raft. Tony Stark is initially considered an obvious candidate because of his intelligence and technological expertise, but his actions during the incursion crisis ultimately lead to him being rejected. Steve Rogers, meanwhile, still has unfinished business with his former friend and confronts Tony with less than four minutes remaining before the final incursion.

Tony finally admits that he knew about the incursions all along and had lied to Steve. However, he also makes it clear that knowing what he knew, he would not have changed the decisions he made. Before the two former allies can resolve their differences, the final incursion begins. Earth-616 and Earth-1610 collide, helicarriers from the Ultimate Universe descend upon Earth-616 and the two men continue fighting while their realities collapse around them. Eventually, one of the helicarriers crashes into the pair, seemingly ending the lives of both Steve Rogers and Tony Stark as the old Marvel Multiverse reaches its final moments.

What Happens After Time Runs Out?

The destruction of the Multiverse does not mark the true end of Jonathan Hickman’s story. Instead, Time Runs Out flows directly into Secret Wars (2015), making the storyline an essential prelude to one of Marvel’s most ambitious events. Marvel officially identifies Time Runs Out as the prelude to Secret Wars, with the Final Incursion serving as the bridge between the two stories.

Following the destruction of the Multiverse, the surviving remnants of reality become the foundation for Battleworld, a strange patchwork world ruled by Doctor Doom. This is where Secret Wars takes the ideas established throughout Hickman’s Avengers and New Avengers runs and pushes them even further. The destruction seen at the end of Time Runs Out is therefore not simply an ending but the necessary collapse that allows an entirely new Marvel reality to emerge.

Why Time Runs Out Matters So Much

What makes Time Runs Out so memorable is that it does not portray the apocalypse as one enormous battle that the heroes can somehow win through teamwork. Instead, Hickman builds the story around the slow realization that the heroes have already lost. The Avengers are divided, the Illuminati are hiding, Captain America and Iron Man are enemies, Namor’s Cabal has destroyed worlds, Doctor Doom is pursuing his own solution, the Beyonders are killing cosmic entities and the Living Tribunal has fallen. Eventually, even the heroes are forced to stop asking how they can save everyone and begin asking who can survive.

That makes Time Runs Out as much a story about morality as it is about cosmic destruction. The characters are forced to consider whether one Earth should be destroyed to save another, whether billions of lives can be sacrificed to save trillions and whether survival remains heroic when surviving requires abandoning everyone else. Hickman uses the collapsing Multiverse to place Marvel’s greatest heroes in situations where there are no perfect answers and no outcome that can leave everyone satisfied.

Time Runs Out Reading Order

For readers who want to experience the core storyline in publication order, Time Runs Out primarily alternates between Avengers and New Avengers, creating what essentially functions as one continuous story. The core sequence begins with Avengers #35, followed by New Avengers #24, and continues by alternating between the two series until New Avengers #33 and Avengers #44 bring the storyline to its conclusion. Marvel’s official reading guide follows this alternating structure, while dedicated reading-order guides likewise recommend reading the two series together rather than completing one entire title before moving to the other.

The complete core sequence is Avengers #35, New Avengers #24, Avengers #36, New Avengers #25, Avengers #37, New Avengers #26, Avengers #38, New Avengers #27, Avengers #39, New Avengers #28, Avengers #40, New Avengers #29, Avengers #41, New Avengers #30, Avengers #42, New Avengers #31, New Avengers #32, Avengers #43, New Avengers #33 and finally Avengers #44. Additional material from Avengers World #17–21 expands the events surrounding the eight-month gap, although these issues are generally considered supplemental rather than essential to understanding the central storyline.

The storyline is also available in four Avengers: Time Runs Out collected volumes. The first collects Avengers #35–37 and New Avengers #24–25, while the following volumes continue the alternating story through Avengers #44 and New Avengers #33. The complete collected material covers Avengers #35–44 and New Avengers #24–33.

The Countdown Was Part of the Story

The phrase “Time Runs Out” was not merely the name of the storyline. Marvel incorporated the countdown directly into the presentation of the comics. The covers featured banners announcing “IN [X] MONTHS… TIME RUNS OUT!”, with the number decreasing as the real-world publication schedule moved closer to Secret Wars. The artwork also showed the two Earths gradually moving closer together, visually communicating that the Final Incursion was becoming inevitable.

The storyline had also been teased much earlier in Hickman’s Avengers run, where “The Fall” was presented alongside references to the final White Event, known as “The Light,” and the Builder War, known as “The War.” This helped establish the larger three-part structure that Hickman was building toward long before the events of Time Runs Out actually arrived.

The Legacy of Time Runs Out

Time Runs Out concludes Jonathan Hickman’s runs on both Avengers and New Avengers and leads directly into Secret Wars. It remains one of the most ambitious Marvel storylines of the modern era because it takes familiar heroes and removes the possibility of an easy victory. Captain America wants accountability, Iron Man believes impossible decisions sometimes have to be made, Namor is willing to sacrifice other worlds to preserve his own, the Illuminati desperately search for solutions and Doctor Doom believes that he can accomplish what everyone else has failed to do.

Above all of them stand the Beyonders, beings whose plan operates on such an enormous scale that even Marvel’s most powerful cosmic entities cannot stop them. By the time the Final Incursion arrives, the question is no longer whether the Avengers can save the Multiverse because that possibility has already disappeared. The only question that remains is who, if anyone, will survive when time finally runs out.

And that is exactly where Secret Wars begins.