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In the wake of the Annihilation, there was much to rebuild. The once mighty Kree empire was left with its defenses crippled, and the Supreme Intelligence was now dead. The Kree now fell under the leadership of Ronan the Accuser.[2] Phyla-Vell now possessed the Quantum Bands and had taken over Wendell Vaughn's place as the new Quasar.[2] The Silver Surfer had become Galactus' herald once again along with Stardust, both being needed to quench Galactus' now insatiable hunger.[3] Quill was in charge of helping to rebuild the Kree defense networks.[4] Choosing to forgo rebuilding the Nova Corps until later, Richard Rider still possessed the full power of the Nova Corps and was flying from world to world attempting to answer distress calls from all corners of the universe.[5] Despite Annihilus' death, his remaining broken forces were now spread throughout the galaxy. Many generals from the Annihilation Wave were now ruling over their own planets as a result of the treaty struck between Ronan's Kree empire and the remainder of Annihilus' army.[2] Seeking retribution, Firelord flew between planets controlled by Annihilus' officers to put them out of power.[6]


It was revealed that the Phalanx were now the primary enemy after they used their technology, as well as the devastation left in the wake of the Annihilation Wave to take control of the Kree Empire.[4]

The techno-organic Phalanx invaded the Kree Empire, using the Space Knights as pawns unwittingly brought to the Kree homeworld of Hala by the former Star-Lord, Peter Quill. Assimilating the majority of the population and encasing the Kree Galaxy in a force field, the Phalanx conquered the Kree in a matter of weeks.[4]


At the onset of the Phalanx invasion, Peter Quill was at ground zero. He managed to find cover and make it to a Kree prison where he met several warriors to team with including, Mantis and Captain Universe. He resumed his former persona, Star-Lord, and took off to fight against the Phalanx. The group quickly lost two of their warriors in battle.[7]

After discovering that the Phalanx planned to infect the Kree with an airborne techno-virus, Star-Lord and friends — including Groot, who survived an earlier skirmish only to return as a sprig — found themselves on the run. The Phalanx captured all but Mantis, who slipped away, and Captain Universe, who had planned to sacrifice himself to save the others but turned out to be their last hope.[8]


Meanwhile, Quasar had been on the outskirts of Kree-Space, aiding those still suffering from the devastation of the Annihilation Wave when she learned of the Phalanx invasion. Accompanied by Moondragon, she followed the commands of a mysterious voice which instructed her to find the "savior" of the Kree empire. During her quest she battled the Super Adaptoid, learned how to control her new Quantum Bands, and discovered more about Moondragon's history, before watching her transform into an actual Dragon of the Moon. Quasar and the newly transformed Moondragon tracked the savior to the remote planet Morag IV, but were ambushed by the Super-Adaptoid. The heroes recovered thanks to the locals, but discovered the Adaptoid had already reached the savior and was attempting to assimilate them. After a brief fight, the Adaptoid unleashed a destructive force on the nearby town, forcing Quasar to choose the innocents over the savior at the cost of exhausting her Quantum Bands.[9]

Quasar found herself, Moondragon, and the grateful natives of Morag IV in pitched battle against not only the Super-Adaptoid, but a host of Phalanx bent on assimilating the savior of the Kree — the enigmatic Adam Warlock. Quasar and Moondragon ultimately defeated the Super-Adaptoid and in the process, Quasar reabsorbed power into her Bands from the Super-Adaptoid that he had earlier managed to absorb. The mysterious voice guiding Quasar turned out to belong to the Kree Supreme Intelligence, who believed that Warlock would prove to be the Kree's savior. Warlock was regenerating in a cocoon, but his regeneration was damaged by the Super-Adaptoid and the Phalanx. Moondragon and the Supreme Intelligence helped Warlock re-emerge, but he was younger than expected (due to the prematurity of his re-emergence)[10] and troubled, despite the mental work of Moondragon and the Supreme Intelligence to soothe him.[11]


Soon afterwards, a new warrior by the name of Wraith was captured by the Phalanx. He was capable of easily defeating the Phalanx warriors by inflicting them with fear. Wraith expressed that he had no interest in fighting the Phalanx, but they proceeded to attack anyway. After being defeated, the Phalanx then dispatched Ronan, who has been converted to their cause, to torture Wraith. Wraith managed to escape however, along with the Super-Skrull, and was guided by the spirit of his deceased father to find the man who murdered his family. This led Wraith to stop the Supreme Intelligence from being used as a weapon against the Kree and also to free Ronan from the Phalanx.[12]

Under interrogation by Ronan, Wraith revealed his origin: the son of an exiled Kree scientist, the boy was kidnapped by the Nameless Kree after his parents were murdered and bonded with the soul-stealing, strength-enhancing symbiotic Exolon, eventually murdering his captors and returning to Kree space seeking his family’s killer.[13]


Upon leaving Earth, distress calls from all over Kree space summoned Rider to the planet Hala, the seat of the Kree Empire. Approaching the planet, Rider encountered a contingent of Phalanx-possessed Kree Sentries that attacked him without provocation. The Worldmind reported that these Sentries were carrying viral programming that nearly succeeded in invading its own systems. Cutting and running, Rider attempted to open a stargate and flee, only to impact at full speed against the energy barrier the Phalanx were using to seal off Kree space from the rest of the universe, mortally wounding himself in the process.[14]

Flung to Drez-Lar, a planet on the far edge of Kree territory, Rider's charred body came to rest in a crater near the encamped survivors of a downed Kree vessel. Working quickly to protect its host's remains from incoming Phalanx attackers, the Worldmind chose Ko-Rel, a female commander of the former warship, conferring on her the powers and rank of a Nova Corps Centurion and the designation Nova 0001. Nearing death, Rider was transported to the safety of Ko-Rel's ship to give his suit's healing systems time to attempt repairing his broken body. Later, the Phalanx Select Gamora snuck on board the ship and infected Rider with the Phalanx transmode virus, accelerating his recovery and making him a Select.[15]

Now a slave of the Phalanx, Nova rekindled his affair with Gamora and spent a brief time as a Phalanx Select. Tasked with killing Rider before the Worldmind could succumb to the transmode virus, thus allowing the Phalanx full access to the Nova Force, Ko-Rel attacked him, guided by Worldmind's fast thinking. But once she incapacitated him, she hesitated to finish the job only to be killed by Gamora in retaliation. Upon Ko-Rel's death, the remainder of the Nova Force transferred back into Rider's now fully healed body, enabling him to contain his transmode virus infection and break free from Phalanx possession. Fleeing, Nova utilized the gravity of a nearby neutron star to create a wormhole and escape. In hot pursuit, Gamora and new Phalanx Select Drax followed Rider into the wormhole.[16]

Hurled haphazardly through space, Rider found himself far on the other side of the universe where he discovered Knowhere, a small, self-contained city carved into the massive severed head of a long dead Celestial. He met a telepathic dog named Cosmo, who explained that Knowhere is being threatened by the Abyss, a powerful entity and arch-nemesis of the Luminals, Xarth Three's equivalent of the Avengers, who was able to turn anyone into zombies. Rider is able to seal the prison the Abyss was held in, by using the transmode virus to repair it, allowing Knowhere to resume its daily life. Cosmo also provided Rider information about Kvch, the homeworld of the Technarchy, the Phalanx's parents. Using Knowhere's near-universal teleportation technology, Rider made his way to Kvch. However, Gamora and Drax followed him.[17]

Eventually arriving on Kvch, home planet of the Technarchy, Rider was able to enlist the help of the mutant Warlock and his adopted son Tyro, who succeeded in completely curing Rider, Drax, and Gamora of the Transmode Virus before accompanying them back to Hala to engage the Phalanx. Bursting through the Phalanx's recently weakened energy shield, Nova saved Star-Lord's life and aided in the battle against Ultron.[18]


A Phalanx assimilated Xenmu, along with Shatterax and Korath tried to kill Moondragon, Quasar, and Adam. However, Adam Warlock whisked them away to where some miniature Kree were being held by the High Evolutionary. The Phalanx Technarchy's primary director was revealed to be the Avengers villain Ultron. Ultron killed Korath and decided to involve himself in the battle personally.[11]

Moondragon and Quasar sought to persuade the High Evolutionary to join them in their struggle against the Phalanx. Ultron found them and seemingly killed Moondragon. Ultron and Warlock prepare to battle. Blastaar, who was working against the Phalanx, appeared to die. Star-Lord appeared to have the plans for the Phalanx Babel Spire and planned to infiltrate it.[19]

Quasar, Moondragon and Adam stood against Ultron. The High Evolutionary was ultimately captured by the Phalanx, and was forced to transfer Ultron's essence into Adam's body or be destroyed. The High Evolutionary performed the transfer, seemingly betraying and killing Adam in the process. However, the Evolutionary made a few cryptic remarks to Ultron's former body once the transfer was complete, suggesting that there were layers of complexity to the situation that the Evolutionary was keeping to himself. Ultron awakened in Adam's body, unaware of these remarks and pleased with the results. Controlling Adam's abilities better than Adam could, Ultron gathered the Phalanx to end the resistance against him in the form of Star-Lord and his team. Then, he planned on controlling an army of Adam Warlocks to conquer Earth.[20]

Running concurrent to these events, Star-Lord was captured and tortured by Ultron. Bug, Rocket Raccoon and Mantis concocted a plan that involved Groot growing inside the Babel Spire and destroying it from the inside out. Mantis used her telepathic powers to increase his growing abilities and when the time was right she would also ignited the flammable chemicals in his body. This would result in his death, but Groot approved since he would die a hero, befitting his status. Rocket Raccoon took a cutting of Groot to regrow him. The plan went well, and Star-Lord was rescued, but the team had to jump off the spire to survive. Groot used the last of his life energy to grow a protrusion to catch them as they fell.[21]

Mantis explained the loss of Groot and that Star-Lord would not have gone along with the plan if he knew three of his teammates would die. Star-Lord did not understand how three would die as only Captain Universe and Groot had died (he doesn't count Deathcry as a member of the team). Mantis says she saw Ultron at the moment appearing and killing her. In Adam Warlock's body, Ultron does appear and cripples her with a blow to the head.[22]

Eventually arriving on Kvch, home planet of the Technarchy, Rider was able to enlist the help of the mutant Technarch Warlock and his adopted son Tyro, who succeeded in completely curing Rider, Drax, and Gamora of the Transmode Virus before accompanying them back to Hala to engage the Phalanx.[23][22]

Outside the energy shield a gathering of ships from the Badoon, Rigellians, Galadorian Spaceknights, Spartax and the few Kree free outside the barrier before it raised, constantly batter the shield with all their weaponry, failing to get through. Suddenly, Nova appears with Drax and Gamora along with Warlock and Tyro. The Technarchy begot the Phalanx and have come to set things right. They penetrate the shield and engage Ultron. Ultron easily outmaneuvers Nova but cannot defeat Warlock and the Technarchy. Warlock then infects Ultron with a slow-acting version of the Techno-Organic Virus, which caused Ultron to flee.[22]

Ronan the Accuser led 15,000 Kree Sentries to Hala to destroy all Phalanx and Phalanx-infected Kree on Hala. After seeing Nova, Quasar, Drax and Gamora standing up to the Phalanx, the fleet calls for the attack of Hala to be called off. Ronan refused, and orders Praxagora to fire, but she also refused. Ultron had passed his essence into her and stunned Wraith so he could transfer his essence into the Sentries. As he was leaving Praxagora's body, he destabilized her fusion core and killed her. This resulted in the ship carrying Ronan, Ra-Venn and the Super-Skrull to be destroyed. Only Kl'rt's force fields saved them.

As he departed, the High Evolutionary revealed that Adam was still alive and would continue to lead the group. It turned out that he was stored in the gems on the Quantum Bands Phyla-Vell wore, so she returned his soul to his body. Ultron took control of the Kree altered Sentries and formed one giant Ultron from them. Adam and Phyla-Vell stood against him, and Adam transferred all the souls of the Kree lost in the Conquest to the Quantum Bands, energizing them and reforging Phyla-Vell's sword. She dealt the death blow to Ultron, after Wraith had used his Exolons to trap Ultron in his current body so he couldn't leap to the next. The cryptic remarks of the Evolutionary were no longer as mystifying.[22]

As Phyla-Vell mourned Moondragon's death, Adam came to her and expressed Star-Lord's plan to form a team to stand against galactic threats and prevent further catastrophes from happening.[24]




  • A sequel to Annihilation.
  • Annihilation and Annihilation: Conquest are collectively known as the Annihilation Wars.[25]

See Also

Links and References