Galactus (flashback); Jartran Radd (the Silver Surfer's father, flashback); Shalla Bal (flashback); the Silver Surfer; Thanos; CAMEOS (all in one panel, in flashback): Adam Warlock; Captain America [Steve Rogers]; the Champion; Drax the Destroyer; Dr. Doom; Ego; the Fantastic Four [the Human Torch; the Invisible Woman; Mr. Fantastic; the Thing]; Firelord; the Gardener; the Grand Master; the In-Betweener; Mantis; Mephisto; Nova [Frankie Raye]; Runner; Starfox; the Stranger; the Super-Skrull; Thor
Armed with the power of the Infinity Gauntlet, Thanos resurrects his old stone form and probes the Silver Surfer for secrets from his past. The Surfer relives part of his old life as Norrin Radd on Zenn-La including the fall and suicide of his father. The Surfer blasts Thanos' form to dust but not before he realizes that the universe is in terrible trouble. Surfer crashes to earth and lands in Dr. Strange's sanctum.