Mephisto is once more making another attempt to steal the Silver Surfer's soul, this time he comes up with the best plan. Traveling to Earth, and disguising himself in human clothes until he can call forth the Surfer, Mephisto gives him what he wanted most: freedom from the barrier that Galactus had put around the Earth. The Surfer checks it out, and realizes that Mephisto was true to his word and travels to Zenn-La. There he learns that his beloved Shalla-Bal had been captured by Mephisto.

Returning to Earth, the two get into a battle with each other attracting the attention of Nick Fury. When the battle is fought to a standstill, Mephisto tells him that he will only free Shalla-Bal (who he has hidden on Earth somewhere where the Surfer will never find her) if he agrees to destroy SHIELD.

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