Appearing in "The End of the World As We Know It!"
- Vengeance (Michael Badilino)
- Doctor Strange
- Vicki Montesi
- Sam Buchanan
- The Fallen (First appearance)
- Bloodthirst (Behind the scenes)
- Greenwich Village, New York City
- Night Club
- Cypress Hills, Brooklyn
Synopsis for "The End of the World As We Know It!"
Doctor Strange and the Midnight Sons stand among the wreckage of the Sanctum Sanctorum and defend against the Lilin surrounding them. Caretaker finds a doorframe that's still standing, and turns it into a portal to the Nightclub. The heroes retreat there for safety. They agree that they need to start working together and attack the source of the Lilin's mist. Caretaker argues that they can't defeat Zarathos, and he refuses to teach them how to use the Medallion of Power. He fights against Ghost Rider, Blaze, and Vengeance until they subdue him. The heroes leave him and return through the portal.
Zarathos walks through Cypress Hills Cemetery. He has not regained his memories, but realizes that Lilith is trying to use and control him. He stands on the edge of the rift to the Shadowside dimension, but Lilith suddenly takes him by the arm and leads him away.
The Midnight Sons arrive at the cemetery. Hannibal King tells Ghost Rider, Blaze, and Vengeance to continue ahead while the rest of them hold off the Lilin.
Zarathos reclines on a pile of cushions with Lilith. He senses the Spirits of Vengeance, and leaves to find them. Lilith places her hands on her belly and says that his "line will be continued."[Notes 1]
Ghost Rider, Blaze, and Vengeance touch the Medallion of Power together, but don't know how to activate it. Zarathos attacks and fights them. He sees the Medallion on the ground and reaches for it, but Morbius suddenly grabs it first. He throws the Medallion back towards the Spirits of Vengeance. The three of them hold the Medallion again, and Caretaker arrives to guide them. They use it to blast Zarathos, then try to seal the dimensional rift. Lilith, her children, and the mist are sucked into it. The hole in the ground closes, and then the Medallion shatters.
Doctor Strange tells them that he senses a new disturbance. Shadowy figures surround Zarathos and kneel to him. They identify themselves as his loyal servants, The Fallen. Caretaker shouts at Doctor Strange and the Spirits of Vengeance to return to the Nightclub, then the Fallen attack him.
- This issue implies that Zarathos impregnated Lilith between scenes. Later in Midnight Sons Unlimited #2, Zarathos reflects on "coupling with the demon-mother Lilith." She also tells him that she will "be a devoted mother to the new offspring you and I have fashioned!"
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