Appearing in 1st story
- Avengers (Main story and recap)
- Elders of the Universe (Mentioned)
- Silver Surfer (Norrin Radd) (Recap)
- Rune (Recap)
- Jacob (Only appearance)
- Numerous unnamed Amish (First appearance)
- Lucifer (Mentioned)
- Argus (Invoked)
- Thanos (Mentioned)
- MPDC (Mentioned)
- King Arthur Pendragon (Mentioned)
- Invaders (Mentioned)
- Wes Craven (Mentioned) (Topical reference)
- Hela (Referenced)
- Exiles (Defunct)
- Tin Man (Mentioned) (Topical reference)
- Wonder Man (Simon Williams) (Corpse)
- Pixx (Penny Burka) (Corpse)
- Odin (Invoked)
- Gaea (Invoked)
- Od (Invoked)
- Puritans (Mentioned)
Races and Species:
- Cosmic Beings
- Zenn-Lavians (Recap)
- Vampires (Recap)
- Humans (Main story and recap)
- Frost Giants
- Alien Gods (Mentioned)
- Gods (Mentioned)
- Asgardians (Main story and recap)
- Unidentified alien species
- Cows (Mentioned)
- Cats (Mentioned)
- Mice (Mentioned)
- Pigs (Mentioned)
- Goats (Mentioned)
- Multiverse (Main story and recap)
- Earth-616 (Main story and recap) (Merged with Earth-93060)
- Earth-93060 (Merged with Earth-616)
- Milky Way
- Hell (Invoked)
- "Before There Was Anything" (Vision)
- Power Cosmic (Recap)
- Infinity Gems (Main story and recap)
- Black Knight Armor (Main story and recap)
- Photon Sword (Drawing in main story and appears in recap)
- Iron Man Armor Model 1 (Recap)
- Ant-Man's Helmet (Recap)
- Wasp's Suit (Recap)
- Captain America's Uniform and Shield
- Black Widow's Suit and Gauntlets
- Iron Man Armor Model 13
- Prototype Armor
- Silver Surfer's Surfboard (Recap)
Synopsis for 1st story
The Grandmaster, searching for his lost Mind Gem, follows it to the Ultraverse where it's fallen into the possession of Loki along with the other Infinity Gems. Before going after the Gem, he senses Sersi's presence in that universe. While he's spying on her to figure out what she's doing there, she detects him and approaches him with a bargain. She's trying to get the Gems too due to the Ego Gem possessing her, but can't figure out how to approach Loki safely with all the power he wields. She reveals enough about the Ego Gem's existence so when Grandmaster goes to challenge Loki for the Mind Gem, he has a prize to tempt him with. Loki, realizing he won't be satisfied until he gets the seventh Gem, agrees to Grandmaster's game. When stating their terms, Grandmaster states that he plays to win, to which Loki counters that he plays to not lose.
Grandmaster calls his game "Worlds and Warriors", though the principle is the same as the Constests of Champions he had waged before. He summons seven Avengers to be his pawns pitted against seven of the UltraForce of the dimension in which Loki has taken residence. Black Knight, who had departed the former team and currently found himself working alongside the latter is held as the prize for both teams. Grandmaster tells the Avengers that UltraForce must be defeated to save Black Knight and stop Loki from misusing the Infinity Gems. Loki tells UltraForce that the Avengers are otherworldly invaders even less trustworthy than himself and that Black Knight was their scout. Neither team trusts their sponsor, but while the Avengers tend to make attempts at avoiding conflict with their opponents, Ultraforce, egged on by more of Loki's deception, make sure the fights occur as intended.
Hardcase faces a difficult fight against Captain America, the whole time bitter over Loki's repeatedly grifting him. Cap does his best to de-escalate whenever he gains the upper hand, eventually convincing Hardcase to call a truce when he points out the fighting is playing right into Loki's hands. Siren, Topaz, Black Widow, and Crystal find themselves in an alien-spectated tag-team mud-wrestling match. Despite the forced indignity, they play their parts and fight. Widow nearly knocks out Siren but has to tag in Crystal before losing to Topaz. Crystal ultimately wins the match by using her powers to encase the Ultras in hardened mud. Prototype and Iron Man are left in a snowy environment with their armor removed and hidden.
Ruiz realizes that only he has powers outside of his armor and gains a quick upper hand. Stark finds the Prototype armor and dons it to fight back, so Ruiz finds the Iron Man armor and knocks his opponent out by firing all its weapons at once, unfortunately draining all the armor's power and incapacitating himself at the same time. Contrary and Starfox attempt to duel with their respective pleasure powers, leading to them just making out. Ghoul faces Vision in another illusory graveyard, where a disguised Loki convinces him to raise the dead there to do his fighting. The effort has unexpected psychological effects on both combatants, as Vision is faced with an undead Wonder Man and Ghoul is forced to confront the dead Exiles and Pixx. Prime and Thor brawl it out on Vahdala, and while Thor comes out the victor, he's mortified to learn there was a young child beneath the guise of the musclebound opponent he may have killed.
Grandmaster considers the tally of results in his favor, but Loki points out there were too many inconclusive matches to determine any clear winner. Since Grandmaster didn't win and Loki didn't lose, the outcome favors Loki's terms. Grandmaster concedes and summons Sersi to deliver his "prize". Sersi reveals that she only needed Grandmaster to keep Loki's attention so she could get close to the other Gems. Alarmed, Loki restores and summons the Avengers and UltraForce to defend him, but it isn't enough. Sersi even blasts Black Knight away before tackling and, for some reason, kissing Loki, which allows all seven Gems to unite and free themselves from both Sersi and Loki.
The seven Gems merge into a cosmic being that calls herself Nemesis. She decides that both the universes her aspects had experienced must be undone. Through the power of creation, she instantly replaces the two universes with one of her own design.
- The team of Avengers assembled does not quite match up with the lineup at time of publication. The most likely placement in continuity would put this event between the end of the Taking A.I.M. in Avengers #388 and the beginning of Crossing in Avengers #391.
- The only members whose appearances here are entirely appropriate are Iron Man, Crystal, and Black Widow.
- Starfox is the most out of place, having been a reservist since Avengers #261, but his involvement seems specifically to be a counterpart to Contrary's powers.
- Captain America's situation is difficult to reconcile. As of Taking A.I.M., he was suffering from a degenerative condition that forced him to wear powered armor to remain in action; however, immediately afterward, he disappeared and was presumed dead, not returning in his rejuvenated form and rejoining the Avengers until the end of Crossing, by which point Tony Stark would be dead.
- Thor was also not a regular member at this time, but while he was still available, his appearance in his classic costume does not match with the one he had started wearing in Thor #475. He had also appeared in the Ultraverse in his classic look in Godwheel #3, though his costume change had been more recent in publication time then. The simplest explanation here is that Grandmaster altered the outfit while summoning him; otherwise, this likely takes place before Thor #491, where Thor began to lose his powers.
- Vision is also out of character here, as his fight against Ghoul's undead suggests he still has the brain patterns of Simon Williams; however, he lost those in West Coast Avengers (Vol. 2) #42 and his current brain patterns were based of off Alex Lipton.
- The Grandmaster previously gained the Mind Gem in Silver Surfer (Vol. 3) #18 until he lost it to Thanos during a game in Thanos Quest #2.
- First and only known appearance to date besides flashbacks
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