Appearing in "Planet of Fear: Part 1"
- MODOK Superior (Main story and recap)
- Zzzax (Main story and recap)
- Angrir, Breaker of Souls (Possesses Ben Grimm)
- The Thing (Ben Grimm) (Possessed by Angrir, Breaker of Souls) (See chronology)
- Zero/One (Parul Kurinji)
- Black Fog (Main story and recap)
- AIM (Recap)
- MODOK (George Tarleton) (Recap)
- Bruce Banner (Mentioned)
- Edwin Jarvis
- Avengers (Mentioned)
- Night Nurse (Linda Carter) (Mentioned)
- Jacob Feinman
- Annie (Appears on a computer screen, TV, or hologram only)
- Future Foundation (Mentioned)
- Commander Steve Rogers (Mentioned)
- Thule Society (On-screen)
- Lord / God (Yahweh) (Invoked)
- Nazis (Mentioned)
- Luke Cage (Mentioned)
- Reed Richards (Mentioned)
- Sin (Sinthea Shmist) (Mentioned)
- Red Skull (Johann Shmidt) (Mentioned)
- Thor (Mentioned)
- Watcher (Uatu) (Mentioned)
Races and Species:
- Hell (Invoked)
- Doomsday Chair (Main story and recap)
- Mockingbird's Suit
- Hawkeye's Suit and Bow
- Hammer of Angrir
- Blade of Finality (Unnamed)
Synopsis for "Planet of Fear: Part 1"
Following his last clash with the Red Hulk, MODOK Superior finishes rejuvenating himself. He begins a recording his thoughts about his origins and the many options he has in terms of his role in the world. However, before he makes a decision on this he has decided to stop the one roadblock in his way: Thaddeus Ross, the Red Hulk. After his failed attempt at destroying the Hulk using Zzzax he realizes that he was approaching the situation like his predecessor and as such needs to change tactics. He consults his Life Model Decoys to learn what he can about Thaddeus Ross. They report that the Red Hulk seems to care a great deal for Annie, his LMD assistant. Going over the biometric scans of the battle, MODOK Superior also notes that a strange cloaked figure was observing the battle, invisible to the naked eye. This being then followed the Red Hulk back to New York City where the Red Hulk has been staying as a member of the Avengers.
At that moment at Avengers Tower, the Avengers butler Edwin Jarvis is stitching up Mockingbird's arm after a scuffle with rioters. They are soon joined by Hawkeye who has just returned from calming a riot that broke out in Central Park. With the world being caught up a wave of fear mongering that started when the strange objects that fell from the sky. Mockingbird notes that everyone has left the city to investigate except for the Future Foundation, who have been checking out the object that dropped in Manhattan. Next, they get alerted of an apparent Nazi attack on Washington, D.C. With Commander Rogers out on the front lines, Hawkeye fears that they will be unprepared if the attack reaches New York without any of the Avenger's heavy hitters. Suddenly, the building begins to shake, alerting Hawkeye and Mockingbird to the arrival of the Red Hulk. He explains that Rogers sent him back to New York to help here while the others went to Washington.
Suddenly, a building begins to collapses nearby, prompting the Red Hulk to leap off to help those in danger. Hawkeye and Mockingbird return to the control room and order the building evacuated. They then check on the Future Foundation and are horrified to see that the Thing has been transformed into a powerful menace thanks to the Hammer of Angir, the object that fell from the sky. They also become aware of a horde of invaders heading toward the city, making them realize that they are in big trouble. At that same moment, in the sewers, MODOK Superior and his LMDs are heading into the field. Along the way, one of the units informs MODOK that the attack is being led by Sin, the daughter of the Red Skull, who has also managed to harness ancient Asgardian weapons. MODOK determines that he does not have enough data to consider an alliance and asks his units to scan the crater where the object fell. They pull up a holographic image of the Thing. Seeing how the hero has been transformed by the Hammer of Angir and is shocked by what he has seen.
On the surface, people are in a panic over the appearance of the Thing. However, before he can attack the people he is approached by the Red Hulk, who tells him to put the hammer down and surrender. When the Thing refuses to comply, the two come to blows. As the Red Hulk is viciously beaten by the Thing, MODOK is astonished by the power involved. He is also concerned as to why the Red Hulk isn't using his energy absorption powers. As the Red Hulk and Thing battle it out, MODOK quickly realizes that the Red Hulk must have discovered that this ability will burn out his ability to transform and is puzzled that Ross would value his humanity over his power. Elsewhere Zero/One is observing the battle and is surprised to see it when the Thing knocks the Red Hulk into Avengers Tower, causing it to collapse. Jacob Fineman asks Zero/One if they should get to a safe distance, but Zero/One wants to continue close observation. She then advises Black Fog to get ready as she intends to get him within striking distance. Detecting the approach of Zero/One's ship, MODOK Superior decides to go into the field as he wishes to see the end of the Red Hulk. While on the surface, the Red Hulk is pinned under tons of rubble as both the Thing and Black Fog come in for the kill.
FEAR ITSELF tie-in
As the hammer-wielders continue their campaign of fear and terror, Red Hulk takes up arms against the newly deified XXX XXXXX! It’s bruiser versus bruiser as two of the world’s strongest battle it out in an all-out brawl that will shake the world! And no one is watching this closer than M.O.D.O.K.!
- MODOK recounts his origins: The transformation of George Tarleton into the original MODOK was originally told in Captain America #120. Tarleton was restored to human form in Incredible Hulk #611. However, MODOK enacted a contingency plan to created MODOk Superior upon his defeat as enacted in Hulk (Vol. 2) #29.
- MODOK mentions the previous connection between Thaddeus Ross and Zzzax. That happened back in Incredible Hulk #326–329.
- The Red Hulk mentions that Steve Rogers didn't want him active in Washington considering his "past history" with the location. He is referring to his failed attempt to take over the US in Hulk (Vol. 2) #19–24.
- MODOK questions why the Red Hulk won't use his energy absorption powers. This is because he was warned by Bruce Banner that it would burn out his ability to change between forms, as explained in Hulk (Vol. 2) #25. He recounts how he used this power to strike the Watcher, that happened in Hulk (Vol. 2) #4.
Events in this story run concurrently with other parts of the Fear Itself event, affecting the chronology of the following characters: