Kylor's attack fleet is engaging the Kree forces as he plans out strategy. Things aren't going so well due to internal struggles within the Skrull command, especially with Aptak, a decorated strategist who is trapped in a female body form due to the genetics bomb that locked the Skrulls shape-shifting powers. While on Kree-Lar, the Supreme Intelligence meets with Nenora (secretly a Skrull spy), Tus-Katt and Phae-Dorr to figure out the next wave of Kree activity in this current Kree/Skrull war.
While on the planet Gullish Yar, the Silver Surfer and Mantis question the defeated Obliterator about the Elders plans for Galactus. The Obliterator tells them, like all the Elders of the Universe he's one of the oldest beings in the universe. He attributes his long life to his obsession with obliterating things, and had become the lone survivor of his home world have his dedication to obliteration brought him to destroy his entire planet. He explains that over the years he met the other Elders of the Universe and that they became a close knit group. However, the arrival of Galactus -- a being older than them because he was the last survivor of the previous universe -- they decided to destroy him. He explains that with the destruction of Galactus, it would cause an upset in the universal balance between Death and Eternity and that existence itself would collapse. The plan becomes clear: Because the Elders are immortal, the collapse of the universe would cause them to become being just like Galactus when a new universe ultimately form, making them the true Elders of this new universe. He also tells them that the Elders have gathered on Earth.
The Silver Surfer and Mantis resolve to stop the Elders, and leave the Obliterator behind on the planet. As the Surfer is forced to come to terms over his feelings towards Mantis, the Supreme Intelligence determines that there is a traitor in their midst. Supremor destroys his pet Nullet must be the spy and kills it, unaware that it's really Nenora who's the spy. Kylor has an altercation between himself and another "emperor" of the Skrull empire, Parthak. Before the Surfer and Mantis can get to Earth, the Surfer is contacted by Shalla-Bal who asks for his assistance in defending Zenn-La from the current Kree/Skrull war. Norrin, bound by his promise to be a defender of Zenn-La should the has to fulfill his duty before doing anything else, and decides to leave Mantis to go after the Elders alone.