Appearing in "Count-Down for Counter-Earth!"
- Adam Warlock (Main story and flashback)
- Jason Grey (Main story and flashback)
- David Carter (Main story and flashback)
- Ellie Roberts (Main story and flashback)
- Eddie Roberts (Main story and flashback)
- High Evolutionary (Only in flashback)
- Astrella (Illusion or holographic simulation)
- Reed Richards (Mentioned)
- Victor von Doom (Mentioned)
- Tony Stark (Mentioned)
- Peter Parker (Mentioned)
- LAPD (Vision)
- Bob (Vision)
- Aaron (Vision)
- United States Air Force (Vision)
- Falcon (Vision)
- Winggate (Vision)
- President Richard Nixon (Vision) (Mentioned) (Death)
- Leonid Brezhnev (Name only) (Vision)
- Chairman Mao (Name only) (Vision)
- Rex Carpenter (First appearance) (Cameo)
Races and Species:
- Soul Gem
- Man-Beast's Cape
Synopsis for "Count-Down for Counter-Earth!"
Continued from last issue...
Man-Beast uses his cape to teleport Warlock and himself. Man-Beast tries to make Warlock his Ally and shows him, that even his friends will deny him thus trying to break his Soul, as all of his friends deny knowing him, thus betraying Warlock, he decides, that Counter-Earth must be purged of evil by force. Warlock lashes out and destroys a skyscraper building by "Nations United". Warlock destroys a jet and kills the pilot by destroying his parachute, this is the first time Warlock has killed anybody. The military uses an atom bomb against Warlock. He then kills the Presidents of the USA, Russia, and China. Warlock snaps out of his rage as he is about to kill his friends, they somehow merge and the Man-Beast appears, revealing, that it was all an illusion to shatter Warlock's soul, thus creating evil in him. The Prophet's Sister's Name is revealed to be Astrella. As Warlock tries to follow the mental energies of the Man-Beast Rex Carpenter is seen in the crowd, unbeknownst to Warlock, Man-Beast is taking over Carpenter at that moment.
- Plot by Thomas, script by Friedrich.
- Layouts by Buscema, finishes by Sutton, Kane is credited as "spiritual advisor."
- No colouring or lettering credits.
- Reprinted in Marvel Masterworks: Warlock # 1
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