Appearing in 1st story
- M.O.D.O.K. (Real name first revealed)
- S.H.I.E.L.D. (Mentioned)
- A.I.M. (Mentioned)
- Roxxon (Mentioned)
- Seed of Pain (Only appearance; dies)
- Officer McGinty (Referenced)
- Numerous unnamed officers
- Thor Odinson (Mentioned)
- Jane Foster (Mentioned) (Topical reference)
- Natalie Portman (Mentioned) (Topical reference)
- Cecil (Skull only)
- Doctor Doom (Victor von Doom) (Mentioned)
- Galactus (Mentioned)
Races and Species:
- Earth (Midgard)
- Hell (Invoked)
Synopsis for 1st story
M.O.D.O.K. briefs his mercenaries on their next mission, killing an Asgardian known as Seed of Pain who is being transferred somewhere. The new member, Gwenpool, meets her new workmates: assassin Batroc the Leaper, chemist and healer Mega Tony, and the magician Terrible Eye.
To ambush the convoy, Terrible Eye wrecks the car, and then Batroc approaches the confused policemen dressed as a cop, and takes Seed of Pain to the police car Gwen got from a policeman previously. Mega Tony then annuls the Asgardian's powers with a serum just before a storm starts falling - summoned by Thor herself. Gwen brakes, Thor tears out the vehicle's back door and brings out Seed of Pain before opening a portal. Terrible Eye tries to stop them with magic, and Thor tosses Mjolnir at her. Gwen proves borderline useless, with bad aim and no fighting skills, as Batroc kicks Thor before being knocked out by her, and Mega Tony is hit as well. Then Gwen remembers Thor's secret identity and screams "JANE!", leading Jane Foster to pin her against a wall and threaten Gwen. She dismisses her own words saying it was "sprain", warning the teammates of an injury. Thor accepts the excuse and explains why she wants Seed of Pain, saying his powers will save an Elven colony which is threatened by a life-sucking root. Gwen understands, but acknowledging her orders to kill the Asgardian, she fires her rocket launcher with her foot, killing Seed of Pain. An angry Thor tries to kill Gwen, before Terrible Eye tells her to stop, as Mega Tony is distilling a solution with the required effects out of Seed of Pain's remains. Thor accepts the spray bottle and goes through the portal to kill the weeds.
Later, M.O.D.O.K. is throwing a party for his mercenaries, but Gwen is absent, mourning to Cecil's skull about how from hero she became a henchman and is possibly threatening her life. Batroc then appears, and reveals he noticed Gwen's lack of skills.
• Gwen finds herself unexpectedly working for a big-deal mercenary outfit...
• And she takes a gig pitting her head-to-head against THOR!
• It’s the Goddess of Thunder vs. the Oddest of Wonders!
- First and only known appearance to date besides flashbacks
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