- Once a Sergeant, always a mother hen!
- -- Nick Fury
Appearing in "Doom Must Fall!"
- Collective Intelligence (First appearance)
- Agent Warden (First appearance)
- Outer Space
- South America
- Underground city in the Andes Mountains
- South America
- The Others Rocket Ship
Synopsis for "Doom Must Fall!"
Nick Fury and ace S.H.I.E.L.D. pilot Cliff Randall are called to duty. An asteroid has suddenly veered out of the asteroid belt, and in a matter of hours, will impact and destroy the Earth. Fury and Randall take a high altitude jet on an intercept course, and end up encountering the Others, aliens who crashed on Earth some time ago. They plan to destroy the Earth on their way home, finding nothing of value here, by using a device to pull the asteroid down toward the planet. Fury tries to encourage Randall to help fight back, but Randall's repressed memories have returned, and he remembers that he is one of them. Fury realizes he is on his own and must stop them before the Others leave in their rocketship. Fury attempts to use the ESP division of S.H.I.E.L.D. to locate the source of the tractor beam, but they are unable to penetrate a psychic barrier that exists around the complex. Fury pleads with Randall one last time but is blasted back by the leader of the Others and watches in horror as the ship takes off, leaving him awaiting the Earth's destruction. Fury returns to the observation point where he and several scientists watch as the rocketship changes direction and slams into the asteroid, destroying itself and the asteroid. The scientists wonder what could have happened, but Fury believes that Cliff Randall tapped into the part of him that was human and saved his friends.
- An homage to this cover appears on the cover of Ka-Zar the Savage #34 (October 1984) by Paul Neary.
- This issue contains a letters page, "Don't Yield, Write S.H.I.E.L.D.!". Letters are published from Greg Janicke, Bob Devean, Joseph Kurnava, Fred Miller, Wayne Kiaser, Robert Kennedy, and Fred Lee Cain.
- First and only known appearance to date besides flashbacks
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