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MODOK Superior
Their numbers are great.
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Our intellect is greater.
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MODOK Superior
These throwbacks had their chance to conquer the world years ago. The future is ours!!!
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Destroy them all.
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MODOK Superior
I believe...I am in love.
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Appearing in "Planet of Fear: Part 2"

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Synopsis for "Planet of Fear: Part 2"

After being overpowered by the Thing, who has been possessed by the Hammer of Angir, the Red Hulk finds himself unconscious and pinned under tons of the rubble of Avengers Tower. This leaves him open to attack by the Black Fog who has been dispatched by Zero/One to destroy him. Also on the scene if MODOK Superior who wishes to observe the destruction of the Red Hulk. Recognizing Black Fog as the being who spied on his previous battle against the Red Hulk, MODOK decides that the destruction of Thaddeus Ross is his and he blasts the assassin away. Observing this battle is Zero/One and her assistant Jacob Feinman. Feinman recognizes MODOK and asks his master if they should let him destroy the Red Hulk for them. However, Zero/One is confused as to why MODOK would save the Red Hulk's life instead of allowing Black Fog to destroy him.

By this point, the Thing arrives on the scene to finish off the Red Hulk as well. Scanning his foe, MODOK's computers determines that a fight is not advised and he puts himself out of synch with time. This renders him invisible to everyone except for Zero/One. Meanwhile, the Red Hulk begins to recover just as the Thing stands over him. He swings the Hammer of Angir, sending the Red Hulk flying into the sky. He crashes through Zero/One's ship with the Thing leaping after him. Returning in synch in time, MODOK witnesses as the armies of the Thule Society converge on Manhattan. However, this time MODOK will not just stand idly by and begins attacking the invaders. As he does so he orders his LMDs to come and provide him with back-up and to release Zzzax as well. Not far away, Zero/One's craft has also crashed in the city. While it initiates repairs, Zero/One and her assistant Jacob Feinman exit the craft to investigate the situation. When the members of the Thule Society begin to open fire on them, Zero/One erects an energy shield to protect them. She converts her hand into a weapon and begins fighting back.

Not far away, a lone NYPD officer tries to help people get to safety. When one of the Thule mechs approaches him it is blasted by MODOK. Suddenly he is attacked by Black Fog who cuts off MODOK's mechanical legs, trapping him on his back. MODOK tries to fight back with a mental blast, but Black Fog is able to dodge it. Before he can renew his attack, Zero/One orders Black Fog to stand down. MODOK recognizes her of being comprised of the alloy created by Omnisapient and wonders if he had created her. Zero/One wonders how he could know of her origins and connects herself with his mind. She quickly learns of MODOK's connection to Omnisapient through his Scorched Earth program and his connection to the Red Hulk, and he learns about her. He warns Zero/One that they are dealing with a greater evil than the boogie man like Black Fog. As MODOK's forces arrive to do battle with Black Fog, the two decide to work together and order their minions to stand down and turn their attention to the Thule soldiers. As they begin decimating these invaders, MODOK believes that he might be in love.

Meanwhile, the Red Hulk has crash landed in Victory State Forest in Vermont. He is found by Annie who has finally been able to track him down. Waking up, he asks Annie if he managed to break the Thing's hammer.

Solicit Synopsis


Who will be left standing as two of Marvel’s Mightiest go head to head? Red Hulk’s big brawlin’ battle with the hammer-wielding Thing comes to its bone-bashing, fist-smashing, mind-crashing conclusion! It’s a fight like nothing ever seen before, and no one walks away unscathed! Even the all-new M.O.D.O.K. may learn a thing or two before it’s all over! Written by Hulk’s master penman Jeff Parker and drawn by the dynamic Elena Casagrande, this is an issue not to be missed!



This story occurs during the Fear Itself event. As such characters appear in this story also appear concurrently in other stories. The affected characters are:

Red Hulk:


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Links and References


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