The General's army, recovering from their battle with the Silver Surfer, panic when they see Shalla-Bal's approaching space ship. They shoot it down and capture her and Yarro Gort. Gort agrees to help El Capitan and the General destroy their enemies and the Silver Surfer with Zenn-Lavian technology. Meanwhile, the Surfer meets the freedom fighters that have been rebelling against the General. He joins them as they attack the invading army. Silver Surfer battles Gort and frees Shalla-Bal, but not before she is shot. Surfer is forced to send her back to Zenn-La to receive medical treatment.