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The Obliterator was previously left on a planet, powerless and depressed. He is visited by the Contemplator who tells him they are the only two survivors of the Elders and the plot to kill Galactus failed. He tells him all he need do is get new weapons and he will send a shuttlecraft for him. Obliterator has never thought of this. He gets new weapons but Contemplator never sends a craft (because he has been killed). Obliterator takes a craft and goes to get his revenge on the Silver Surfer.

Surfer has calmed down and is relaxing and thinking, absorbing some beta rays. Then Nova appears. Before they can reconcile, Shalla Bal calls to the Silver Surfer telling him Zenn-La is under attack. He tells Nova she isn't coming and goes on alone.

On his way he runs into three Kree ships who still think the Surfer is their enemy. He destroys two and the third continues to attack. He flies through a nebula and as they track him he tricks them and leads them into a star.

He returns to Zenn-La to find the Obliterator killing everyone he can find. They battle while the Surfer tries to save as many as he can. Obliterator decides he will destroy the planet and then the Surfer. Surfer reminds him that if he kills everyone but him that he will be the last Zenn-Lavian and thus make him an Elder as well. Obliterator realizes he needs to kill the Surfer first. Surfer then tells him that if he wants to kill him he has to catch him, trying to lure Obliterator from Zenn-La.

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