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The Surfer is taking some time off, relaxing on an uninhabited world. Or so he believes. He is soon attacked by Dr. Minerva and Captain Atlas of the Kree Empire. They are both believed dead and the Surfer wants to know why they are not. They believe the Surfer is planning to take them to the Shi'ar.

Meanwhile, Morg has found the one he is looking for, Terrax. He attacks him and tells him that he will have his axe back and also Terrax's death.

Minerva and Atlas soon realize they are no match for the Surfer. Atlas tells him to please take his life, which of course the Surfer will not do. Minerva informs the Surfer that after the battle with the Shi'ar, the Kree were virtually wiped out. Atlas planned to take his own life but could not gather the courage. They now live on this remote planet to live the rest of their lives in shameful exile. The Surfer agrees to not tell anyone of their existance and departs.

But this was all just an elaborate story concocted by them. They truly plan to bring the Kree Empire back to it's former glory, being the parents of Kree supermen.

In deep space in two separate places some of the mightiest heroes in the galaxy have been taken captive by unknown assailants, Gladiator of the Shi'ar and Beta Ray Bill.

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