The Elder of the Universe known as the Grandmaster had been on a quest to recover his lost Mind Gem.[1] However, his search led him to a battle between the Silver Surfer and the other dimensional energy vampire known as Rune. The battle ended with all six Infinity Gems transported back to Rune’s home dimension where they were scattered across that universe.[2] Unwilling to give up on his quest, the Grandmaster then used his vast cosmic powers to open a portal to that other dimension.

In that universe the Eternal known as Sersi struggles for control of her mind and body since being possessed by a powerful being upon her arrival in this reality.[3] He mind is on the Infinity Gems as well as Dane Whitman, aka the Black Knight, Sersi’s lover. That’s when she sense the presence of the Grandmaster and beckons him to come to her, challenging him to a game of truth or dare.

Meanwhile, Loki — another refugee in this reality — has decided to have some fun by using his magics to turn an recently raised barn in Pennsylvania’s Amish country into a high tech wonder. Returning to his domain in Vahdala so he can get back to focusing on his primary task: Locating the lost Infinity Gems so he can bring them back to his home reality and destroy his most hated foes, the Avengers.[4] That’s when the Grandmaster appears before him and issues Loki a challenge. They will pit two teams of champions to fight each other. If the Grandmaster wins, Loki relinquishes the Mind Gem. Loki finds this laughable because he doesn’t believe there is anything of value that the Grandmaster can give him. That’s when the Grandmaster says that if Loki wins, he will tell him to find the location of a previously unknown seventh Infinity Gem.[5]

At first, Loki scoffs at the idea of a challenge since he has all the power her could possibly glean. He then tries to torment the Grandmaster with his vast cosmic powers, but since the Grandmaster cannot die, he is unafraid.[6] Bored, Loki banishes the Grandmaster but the temptation of a seventh Gem proves too much and he eventually calls the Elder back and agrees to his terms. The Grandmaster is pleased and suggests that their chosen champions be the Avengers (who will represent the Grandmaster) and Ultraforce (who will represent Loki). As a motivating factor to force the two teams to fight, the Grandmaster suggests imperiling the one man connected to both teams: Dane Whitman, aka the Black Knight. The Grandmaster vows to win by following the rules while Loki is allowed to use any sort of deceit or trickery he so desires. With that, the wager is made and the battle begins.

With that, the Grandmaster uses his powers to summon eight past and present Avengers from their home reality including Captain America, Thor, Iron Man, the Vision, the Black Widow, Starfox, and Crystal.[7] He tells them that their ally the Black Knight has being held prisoner to force the Avengers to fight Loki’s chosen champions. The Grandmaster warns the Avengers that unless their opponents are utterly defeated, their universe will be annihilated. At the same time Loki has gathered Prime, Hardcase, Prototype, Contrary, Topaz, and Ghoul of the Ultraforce. He feeds them a similar story, telling them that the Avengers are invading their reality and if they aren’t stop, their entire existence will be destroyed. Although the Ultras don’t trust Loki, since the Black Knight’s life hangs in the balance, they realize they have no choice but to play along.[8]

The first challengers are Captain America and Hardcase, who are transported to Washington, DC. In order to trick Hardcase, Loki briefly disguises himself as Captain America and attacks some police officers near where Hardcase appears then lures the hero to the real Captain America’s location. This is so that when Cap tries to reason with Hardcase, he’s not willing to hear him out. When Captain America does start getting through to him, Loki casts illusions to make it look like Big Ben and the Statue of Liberty are in Washington, as well as making the cops that were attacked earlier look like aliens.[9] This once again sows mistrust in Hardcase who starts attack again. Captain America realizes that the only way to get through to him is to stop fighting entirely. When Hardcase realizes that Cap is serious about not fighting, he finally stops to listen. He suggests that they find the other members of the Avengers and Ultraforce and work together to stop Loki. Hardcase doesn’t fully trust Cap but agrees, but warns the hero that he’ll be watching him every step of the way.

Elsewhere, on an asteroid that orbits the Godwheel,[10] a mud wrestling pit appears where a tag team battle between the Black Widow and Crystal of the Avengers against Siren and Topaz of Ultraforce. First up are the Widow and Siren with Crystal and Topaz contained in energy cages of some kind. While the two women are equally matched in hand-to-hand combat, the Widow knocks Siren across the ring with one of her widow’s bites. This allows Topaz to tap in, where she dominates with her Gwendorian staff. Realizing that she is out of her league, Natasha taps Crystal in. Ultimately, Crystal’s elemental powers give her the edge in combat when she uses them to pin Topaz down with the arena mud. After a 10 count, the referee announces the two Avengers the winners.

The third match is between Iron Man and Prototype on the ice planet of Hathor. This time, Loki uses his power to hide the armor worn by both men elsewhere in the planet. This leads to a scramble not only to find weapons to defend themselves, but protection from the brutal freezing temperatures. However, Jimmy Ruiz isn’t entirely harmless as he can still generate his energy blasts without his armor, giving him the advantage over Tony Stark. Unfortunately, he ends up knocking Stark into the pile of snow where the Prototype armor has been stashed. Since he can’t find his own armor, Ruiz flees the scene and luckily happens upon the Iron Man armor and puts that on as well. Against Stark’s protests, Jimmy channels all the Iron Man armor’s power into the weapons systems. The ensuing blast shatters the Prototype armor and leaves Tony defeated. However, this is a hollow victory for Ruiz who tapped out the Iron Man armor. Without power to run it, the suit becomes so much dead weight pinning him to the ground. With all systems down — including the heater — the unforgiving cold will finish Ruiz off just as quickly as Stark.

The next match is between Starfox and Contrary where the two attempt to use their mind altering powers against one another. This is a battle of wits turns into a battle of the lips (get it?) as the two begin making out instead of fighting.

The fifth bout is between Ghoul and the Vision in the realm of Necropolis. When the Ghoul proves no match for the Vision’s phasing powers, a cloaked figure appears before him and suggests Ghoul use his necromatic powers to raise deceased superhumans to fight for him. Unwilling to do that again, Ghoul instead raises an army of ordinary zombies. Unfortunately, they are also no match for the Vision either. Realizing he has no choice, Ghoul summons undead superhumans instead. He is horrified when he raises his former teammates, the Exiles, once more.[11] That’s when Ghoul is somehow able to raise the dead body of the Avenger known as Wonder Man.[12] This proves more than a match for the Vision who is stunned to see Simon Williams. As the Ghoul cheers Wonder Man on he is interrupted by the reanimated corpse of Pixx, his former teammate.[13]

The final battle takes place in Loki’s adopted home of Vahdala itself, where his half-brother Thor battles it out with Prime. Loki watches over head in astral projection, mocking Thor the entire fight. This keeps the thunder god off his game against Prime, but the two are equally matched in battle. His temper getting the better of him, Thor summons a powerful bolt of lightning that incapacitates Prime. Suddenly, the massive hero begins dissolving into slime revealing that Thor had been fighting a young boy this entire time. Checking the child, Thor finds him still, cold, and possibly dead. Thor then curses his brothers name at the top of his lungs.

With the battles now over, Loki and the Grandmaster do a tally of the final score. There are three draws, an partial victory in the tag team match, with only a full point going to each competitor. With that, Loki points out that he didn’t lose, nor did the Grandmaster win. Based on that logic, Loki demands that his opponent reveal the location of the final Infinity Gem. The Grandmaster concedes and summons Sersi. Loki is confused and she explains that she is the final gem. Seeing that he has been tricked, Loki uses the power of the Infinity Gems he already has to revive both the Avengers and Ultraforce and bring them in to defend him. The possessed Sersi quickly smashes through them and then kisses Loki, combining the power of all seven Gems together.

There is suddenly a brilliant flash of light, stripping Loki of his power and freeing Sersi from her possession. Everyone watches in awe as the Power, Mind, Time, Space, Reality, and Soul Gems all circle around the seventh, dubbed the Ego Gem. They all merge together and transform into an entity that calls herself Nemesis. She tells the gathered heroes that she is the sum power of all creation and that after her experiences in two universes she has decreed they will be undone. Before the Avengers and Ultraforce can react, both of their native realities are winked out of existence.

Recurring Characters

Avengers (Captain America, Thor, Vision, Black Widow, Crystal, Iron Man, Starfox), Ultraforce (Black Knight, Ghoul, Hardcase, Prototype, Contrary, Topaz, Prime), Sersi, Nemesis, Loki, Grandmaster, Nemesis

Continuity Notes

1. There was a period of time where the Elders of the Universe sought to collect the Infinity Gems in order to further their own ends starting in Silver Surfer (vol. 3) #7. The Mind Gem came into the possession of the Grandmaster in issue #18 of that series. The Gems were later taken away by Thanos in Infinity Gauntlet #1-6, they then ended up in the possession of Warlock and his Infinity Watch in Warlock and the Infinity Watch #1-42 before being lost again to the Elders again. Grandmaster and his fellows lost the Gems a second time in Thanos Quest #1-2.

2. The Infinity Gems were then taken by Rune and scattered across his universe in Rune/Silver Surfer #1. Per Official Handbook of the Marvel Universe: Alternate Realities 2005 #1, Rune’s home dimension has been designated Reality-93060.

3. Sersi and the Black Knight fled their native Earth-616 in the hopes that the Ultraverse would somehow cure the Mahd W’yry that Sersi was suffering from at the time, as seen in Avengers #375. They appeared on Reality-93060 in Ultraforce #8 but were separated. At the same time, Sersi had been possessed by the entity that now inhabits her body. We learn later in this story that this entity is called Nemesis.

4. When Loki thinks of the Avengers, its the team’s original roster — whom he had an unintended hand in forming — that come to mind. This group included Iron Man, Thor, the Hulk, Ant-Man,and the Wasp. The team was first formed in (you guessed it) Avengers #1.

5. This is the Ego Gem, when the Gems were first created at the dawn of existence it was separated from the rest. While six ended up in Reality-616 the Ego Gem has always been on Reality-93060. The Ego Gem was first seen in Eliminator #3 when it was recovered by Sersi/Nemesis. This contradicts later stories, such as Infinity Wars #5-6. In that story it is stated that the Infinity Stones (as they were called and will be called again in later stories) came from the First Cosmos and are sent into other universes by the Celestials. This origin excludes the Ego Gem and any mention of Nemesis. However, these explanations aren’t mutually exclusive either. Perhaps the Ego Gem is unique and has sentience and convinced itself the story it tells about its origins are true.

6. The Elders of the Universe were already long lived to begin with, but they eventually became immortals. It all started when the Collector was killed by Korvac in Avengers #174. This led to the Grandmaster challenging Death itself to a contest to win back the Collector’s life in Contest of Champions #1-3. This came in exchange for the Grandmaster’s life. When the Collector tried to return the favor in West Coast Avengers Annual #2/Avengers Annual #16, Death grew tired of these constant games. She later banished all Elders of the Universe from her realm, making them effectively immortal beginning in Silver Surfer (vol. 3) #4.

7. Chronologically speaking, not all the heroes gathered here were Avengers at the time of this story. One could assume that the Grandmaster gathered Avengers that he was most familiar with rather than the current roster. The details:

   • Captain America had been on reserve status and an on-again-off-again member since Captain America #400, having been soured after some Avengers seemingly executed the Supreme Intelligence during Operation: Galactic Storm. He won’t rejoin the Avengers as a fulltime member again until Avengers: Timeslide #1.

   • Iron Man also wasn’t an Avenger at this time, having quit when the west coast branch was dissolved in Avengers West Coast #102. He was a current member of Force Works a team he founded in Force Works #1. He won't rejoin the team until Avengers (vol. 2) #7.

   • Thor was also on an extended leave of absence from the team dating back to Avengers #331. He won’t fully rejoin the team until Avengers #396.

   • Starfox hasn’t been a full time member of the team since Avengers #260, only returning on occasion on a reserve basis. Time of this writing (January, 2023), Starfox has yet to return on a full time basis, choosing instead to spend most of his time in space doing what a cosmic sex pest does best.

   • The only two active members gathered here are the Black Widow who has been in a long standing leadership role since Avengers #329, while Crystal has been on the team consistently since issue #336.

   • Chronologically, this story takes place before Avengers: The Crossing #1, wherein a complex plot by Immortus (posing as Kang) tricks the Avengers into believing that Iron Man had been a traitor sleeper agent on the team since its earliest days. It was all one big lie. See Avengers Forever #8 for the TL;DR version because unless you’re a masochist like me The Crossing is a hard TL;DR.

8. The members of Ultraforce learned just how untrustworthy Loki is in Ultraforce/Avengers: Prelude #1.

9. When Hardcase calls Captain America an invader, he says he was an invader once. He is referring to the team he helped form during World War II in Giant-Size Invaders #1. He retained a membership on the team until he went MIA in 1945 while on a solo mission, as seen in Avengers #4.

10. It’s mentioned here that Prime had just joined up the fight after returning from the Godwheel. The Godwheel is a massive cosmic artifact that created by the mysterious gods of Vagdala. It was first seen in Break-Thru #2.

11. The original Ultraverse Exiles were a short lived team, that the Ghoul was a part of. Tinsel died in Exiles #3, while Trax, and Mustang were killed in the following issue. Despite appearing here as undead zombies, Catapult and Deadeye were seriously injured and survived the Exiles last mission alive. Presumably, this is some kind of manipulation on the part of Loki. In any event, Ghoul very recently encountered zombified versions of the Exiles in Ultraforce/Avengers: Prelude #1.

12. At the time of this story, Wonder Man was believed to have died when he was left aboard an exploding Kree ship in Force Works #1. In reality, his soul hovered between life and death and will be summoned back to the land of the living on occasion by the Scarlet Witch starting in Avengers (vol. 3) #2 until he is fully brought back to life in issue #11 of that series. Since Simon’s body was seemingly atomized, the appearance of his corpse here must be some kind of trickery on Loki’s part.

13. Pixx, aka Jenny Burka, was a member of Ultraforce who died in battle fighting the Fire People in Ultraforce #5.