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Beyond the Crab Nebula Silver Surfer battles the Obliterator. He is to kill Surfer and Mantis who know too much of the Elders' plot to kill Galactus. Mantis is unable to help because she cannot fly and will not transfer away and leave the Surfer alone. Obliterator attacks Mantis which infuriates Surfer, who smashes him into a nearby molten planet. Surfer flies out knowing Obliterator cannot fly and will have to crawl out, buting them some time to escape.

Back on Tarakar, a Skrull world, the Celestials are still standing silently. His majesty Kylor goes to speak with the Celestial, Jemiah the Analyzer. He explains the history of the Skrulls and tells Jemiah that the Skrulls will overcome the loss of their shape-shifting abilities. The Celestial will not respond or tell Kylor why they are there causing Kylor to become angry. They launch a full scale missile and nuclear strike on Jemiah, but this causes no damage.

Meanwhile, the Kree Primary Espionage Unit is planning to infiltrate the Skrulls to find if they have truly lost their shape-shifting powers. They send in Captain Tar-Rell.

Surfer and Mantis have arrived on a lush world. Surfer asks why Mantis had kissed him earlier and she expresses her feelings for him. Surfer denies this saying that Norrin Radd no longer exists and that no matter what, the Silver Surfer remains alone. Just then they are attacked by Obliterator, who has made it free of the planet Surfer embedded him in.

Mantis tells Surfer to stand back and that the planet they are on is one of her worlds. She uses the plants around her to attack and even Obliterator's heat seeking missiles have no effect becuase she is not warm blooded. Obliterator quickly finds her weakness and sprays her with a defoliant and blasts her.

Captain Tar-Rell arrives on a Skrull planet and disguises himself as a Skrull. He catches a ride with another Skrull but a biobeam warns the Skrulls that a non-Skrullian lifeform is located in the vehicle. He is captured and told that the Skrulls are all nervous about the situation and they will force him to reveal what the Kree know.

Surfer is enraged that Mantis is dead and unleashes all he has against Obliterator but the Elder proves too powerful. The Surfer attacks Obliterator's advanced weaponry by restructuring the molecules in them, making them harmless. Obliterator is bewildered that he cannot complete his obsession. He immediatly wishes for death, which would have been the case if Grandmaster hadn't arranged his immortality.

It turns out that Mantis is still alive having transferred to the plant life and forming a new body. Obliterator agrees to tell them everything he knows in his apathy. He wants to help them sentence Grandmaster to the same fate as his, eternal despair.

The Skrulls have gained the information the require that the Kree are planning an attack. With the Celestials there to judge them they decide to show them what the Skrulls are made of, causing the beginning of the Second Kree-Skrull War.

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