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The Silver Surfer comes across a Skrull fleet in battle. But they are not battling the Kree, they are battling the Badoon. The Surfer wants no part of the war. He is attacked by the Badoon but leaves without fighting back.

He is met by the Super Skrull. He tells the Surfer than he helped him once to save his race and he should help them again. The Surfer agrees this one last time and destroys many of the Badoon fleet. They retreat the battle.

The Surfer meets Empress S'byll and she and Super Skrull tell him that he is now their ally, and the Badoon were allies of the Kree. Fooled into joining the war and furious, the Surfer races back to Zenn-La to defend it from the Kree.

Meanwhile, Clumsy Foulup is bossing around the other pirates on the moon Captain Reptl left him on. He is then met again by the apparition. It tells him that he must betray his master for power and control.

At Zenn-La, the Kree armada is waiting. The Surfer tries to explain but they will not listen. He is met by the enhanced Ronan the Accuser. But his improvements are not enough and he is defeated by the Surfer. He then attacks the rest of the fleet. He is then joined by the Skrull fleet and after hours of battle the Kree retreat.

Although he has been tricked, the Surfer, Zenn-La and the Skrulls form an alliance. S'byll tells him that they need his help to power a machine to return their shape shifting abilities. He agrees and between himself and the Super Skrull they give the Empress her abilities back.

She is unable to control her shape shifting powers and she is a gelatinous blob. But she can control herself and she has new abilities as well. The Kree return and she and the Surfer attack. She is able to destroy some of their ships. They retreat again, obviously just scout ships for information.

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