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(1st story) Brian Michael Bendis (writer), Jim Cheung (penciler), John Dell (inker), Justin Ponsor (colorist), VC’s Clayton Cowles (letterer), Alanna Smith(assistant editor), Tom Brevoort with Wil Smith (editors), Axel Alonso (editor-in-chief), Joe Quesada (chief creative officer), Dan Buckley (publisher), Alan Fine (executive producer)X-Men created by Stan Lee & Jack Kirby
War Machine visits his girlfriend Captain Marvel at the Triskelion, at the same time some Inhumans show up to test new Inhuman Ulysses’ precognitive power. Ulysses has a vision of Thanos attacking Project Pegasus. The heroes evacuate Project Pegasus and, when Thanos attacks to get the Cosmic Cube, the heroes Captain Marvel could gather attack. During the brutal battle, Thanos is eventually beaten and captured, but not before he beats She-Hulk into a coma and kills War Machine.
1st storyThe Triskelion, headquarters of the Ultimates:James Rhode aka War Machine lands aboard and is greeted by his girlfriend Carol Danvers aka Captain Marvel, who is happily surprised to see him. He asks, if it was a surprise, why is she out here to greet him. Carol explains they were waiting for someone else actually and tells him to say ‘hi’ to the Black Panther. He tells her there is an upside to this on-again off-again, long distance thing they do. Sometimes he just misses her. Carol smiles. Helmet off! she orders and tells T’Challa to run around. Then she kisses Rhodey. T’Challa sighs and hopes he won’t throw up in his mask.
The kiss over, Rhodey asks what they were waiting for out there. As if on cue, the Inhuman Queen, Medusa, her sister Crystal and precognitive NuHuman Ulysses are teleported in by their dog, Lockjaw.
Carol introduces everybody. Black Panther thanks the Inhumans for taking them up on their offer of testing Ulysses. They admit they need to know how credible his intel is. Carol adds this will bring humans and Inhumans closer together.
Ulysses replies he wants to control this. He doesn’t just see the future but experience it. He’s worried it’s getting to him. And she’s worried about it altering his ability to see those visions clearly, Carol points out. But if they can figure this all out, he may be the most important super powered person to come along since—
That moment, Ulysses groans in the throes of another vision. His name is Thanos! he announces. He’s coming!
Project Pegasus:Mount Athena, New York:After Ulysses’ vision, the place has been evacuated. All important objects of power have been removed. The guards are life decoy models, the heroes are hidden. Then, with a thundering noise, Thanos teleports in.
The heroes, Captain Marvel, her Ultimates teammates, Dazzler, She-Hulk, War Machine, the Human Torch, Medusa and Crystal show themselves. Captain Marvel announces he is under arrest.
They are not supposed to be here! Thanos shouts as he fires an energy blast with his gun, which Captain Marvel absorbs, albeit barely. She orders the other heroes to hit him hard.
The Torch blasts him, enjoying the fact he doesn’t have to hold back. Thanos shouts the Cosmic Cube doesn’t belong on Earth. They will not keep him from his prize, while She-Hulk tackles him from behind. He vows to kill them. Topping him, She-Hulk jokes this close his chin is really off-putting. His turn, the Torch warns her. She-Hulk jumps aside and the Torch hits Thanos with another flame blast.
Captain Marvel and Dazzler follow up with energy attacks and, on Carol’s order, War Machine’s weaponry strafes him from above.
As Medusa’s hair traps him, Thanos rages, demanding how did they even know he would be here?
He’s ready, Rhodes announces and Ms. America tells Medusa to retreat. However, Thanos throws Medusa at them into War Machine, whose aim is off. As a result, his mini rocket hits She-Hulk.
Rhodes is horrified and tries to find She Hulk amidst the conflagration. However, Thanos all-out attacks him, hitting him hard. With a grin, Thanos orders the other heroes to get him his Cube. The other heroes attack even more enraged and until finally Captain Marvel’s blow finishes Thanos.
Moments later, while Blue Marvel and Black Panther find She-Hulk is barely breathing, Carol runs to Rhodey’s side. Cradling his still body, she shouts for someone to get help, while Dazzler calls SHIELD.
1st story:Black Panther, Blue Marvel, Captain Marvel VI, Ms America, Spectrum (all Ultimates)War MachineDazzler, She-Hulk (A-Force)Human TorchCrystal, Medusa, Ulysses (Inhumans)Lockjaw
The 2nd story by Mark Waid and Alan Davis introduces the new Wasp.
1st story:The story takes place during Civil War II #1.