In the middle of Kree space, Quasar, Makkari, and Her find themselves in front of the gigantic Soul-Eater, unable to communicate with it. The Soul-Eater engulfs them, though Quasar is able to quantum-jump to safety. Back on Earth, Kayla and H.D. head out for a much-needed vacation only to be waylaid by Quagmire, who has recently been broken out of prison. In the Kree galaxy, Quasar attempts to attack the Soul-Eater with his quantum power, to no effect other than to frustrate Quasar even further. Epoch explains to Quasar the origin and nature of the Soul-Eater, summarizing the events of Thor 261-263. The Soul-Eater is a psionic energy being empowered by the life force of others. Once it was a celestial being in a symbiotic existence with a race known as the Deonists, though this being was destroyed by a war, forcing the Deonists to power the Soul-Eater (and their own protection) another way: the life force of Odin. Thor and his cohorts rescued Odin from the Soul-Eater construct. A Deonist named K'rll altered the structure of the Soul-Eater, turning it into its present form of a life-energy siphon, destroying the Deonist race in the process. Now the Soul-Eater travels the cosmos searching for new souls to increase its own power and existence. It has stolen the souls of the billions of Kree recently killed by the Nega-Bomb during Operation: Galactic Storm.
Armed with this knowledge, Quasar fights it in earnest, only to be reminded his quantum energy is ineffective against it. The Soul-Eater escapes after another meal, but Quasar is able to track it down, thanks to Epoch. Its next meal is a small organic space embryo. Quasar, repulsed at the Soul-Eater's careless disregard for young life, renews his assault by attacking it from the inside. Despite his enthusiasm, Quasar has little success against the Soul-Eater, hampered in part by his musings over his authority to destroy a unique life-form, considering he opposed the "renegade Avengers" and their assassination of the Supreme Intelligence. Not even the omnipotent Epoch has any suggestions on how to defeat it.
Soon, the souls of the Kree come to Quasar, wondering why he is in their afterlife. He explains they aren't really dead but are being kept in a kind of limbo state until the Soul-Eater finishes digesting them, preventing them from ever getting to it. Though some are not interested in helping Quasar help them, others heed what he says about the dignity they have earned in their death, a dignity which is being forestalled by the Soul-Eater. Moments later, the Soul-Eater explodes from the inside out - apparently the Kree souls heeded Quasar's plea for dignity. Quasar rescues Makkari and Her, admitting he had nothing to do with the final destruction of the Soul-Eater. Quasar gives a moment of silence for the finally-dead Kree, pondering the irony of his attempts to assist the living but actually assisting the dead become truly dead, an unusual task for the Protector of the Universe.