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The Surfer has made a deal with the devil to save his beloved Shalla Bal. He must now destroy SHIELD.

He first tries to find Shalla Bal on Earth, but Mephisto has blocked her from him. He finally decides he will destroy SHIELD, but he will kill no one.

Nick Fury prepares for the Surfer's arrival. He gets the Surfer's location from Mr. Fantastic and he calls in his new weapon from Tony Stark. Mephisto meanwhile trades the place of a SHIELD agent with Shalla Bal in the hopes that the Surfer will destroy her along with SHIELD.

The Surfer begins his attack on SHIELD making sure not to kill anyone. But Stark's weapon, the Z-Gun, has arrived. It has Z-Gas fumes which temporarily knock the Surfer unconscious. He is then imprisoned.

He awakens to see Shalla Bal lured outside his cell by Mephisto. The Surfer escapes but Mephisto simply makes Shalla disappear. Mephisto considers this another victory and departs.

The SHIELD agents begin attacking the Surfer, who now flees. But the gas takes it's toll and he comes falling back to Earth.

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