Infinity Gauntlet #3

Issue Date: 
September 1991
Story Title: 
Preparations for War

Jim Starlin (writer), George Perez (pencils), Joe Rubinstein (inks), Scheele & Laughlin (colors), Jack Morelli (letters), Craig Anderson (editor), Tom DeFalco (chief)

Brief Description: 

While Earth is devastated by a series of terrible natural disasters, Nick Fury discovers that the stellar wave of force released by Thanos has precipitated an even more horrific turn of events: Earth has been derailed from its orbit and is now slowly drifting away from the sun! Meanwhile, Adam Warlock shows up at the Avengers headquarters and reveals they need to stop Thanos – otherwise the universe is doomed. Dr. Strange uses his magic to summon a number of heroes to the mansion and recruit them to an elite team tasked with assaulting Thanos. Warlock also confers with the most significant cosmic entities in the universe. With the exception of the Living Tribunal and Eternity, who depart from the meeting, the rest are willing to help Warlock. In Thanos’ palace at the far end of galaxy, Thanos grows weary of Mistress Death’s indifference in him. Hoping to spite Death, he creates a new woman for himself, the obedient and loving Terraxia. Back to Earth, Warlock privately asks from Wolverine and Hulk to try and slay Thanos, if given the chance, knowing they are more prone to killing that the other combatants. Warlock and Silver Surfer are then teleported by Strange to a location in space, not far from Thanos’ palace. Warlock explains to Surfer that the two of them will intervene only when the moment is right. He also reveals to him that the assault team is merely sacrificial lambs meant to divert Thanos from the real attack. Just then, the selected heroes are teleported at the courtyard of Thanos’ palace and prepare to engage him.

Full Summary: 

In space, with reference to his newly-constructed monument, which sports a gigantic skull as his emblem, Thanos asks his minion, Mephisto, to tell him truly: be it or be it not art most magnificent? Ever the cunning cajoler, Mephisto assures him it is a masterpiece and a cosmic monument to the wonder that is Thanos. Still, he doubts this opinion is held by the inhabitants of the world he purloined to create this wonder. Thanos retorts their views matter not to him. Looking at the perpetually stoic Death, seated nearby on her throne, Mephisto fears that it is a view Mistress Death apparently shares. Thanos despairs: what will it take to win her heart? What?

At the headquarters of S.H.I.E.L.D., Colonel Nick Fury is brooding. Earthquakes, tidal waves, volcanic eruptions, cities burning: he thought things were as bad as they could get for good old Mother Earth. But he was wrong. A Professor Harding down in S.H.I.E.L.D.’s geo-sciences was the one who laid the bad news on him.


Professor Harding’s lab assistant informs his superior that the computer is printing its collated analysis. Perusing the analysis, Harding grabs his head in distress: it’s even worse than he feared! He frenziedly runs through the base, trying to get people out of his way. Storming into Fury’s office, he announces he must speak to him immediately! “Later, Harding,” Fury rebuffs him – in case he hasn’t heard, they got this little worldwide emergency in their hands! “More of an emergency than even you realize!” Harding retorts. He insists Fury must look at this readout! Having a look at the analysis, Fury grouches it tells him exactly zip. He asks Harding to give it to him in plain English and make it quick.

Harding lays all the papers on the table and explains this is a computer analysis of the damage caused by the stellar wave of force. “The one that caused the earthquakes?” Fury asks him. Harding is afraid the earthquakes are the least of their worries: the force wave has derailed their planet from orbit! “What?!” Fury cries, incredulous. Harding reveals that the Earth is slowly drifting away from the sun; their world is heading for a new, never-ending Ice Age!


In the abode of Doctor Strange, the Silver Surfer realizes the universe falls asunder around them. He can longer put off confronting Thanos. Doctor Doom agrees: the time for action is now. Not now, Adam Warlock retorts: there are forces at work they do not perceive. Warlock explains he weaves a delicate strategy which rash actions could rend. He asks them to have patience. Strange tells Surfer they must trust in Warlock. He, too, senses the tremendous powers gathering for a final confrontation. To strike out prematurely could prove disastrous. Doom rejoins that the waiting and not knowing what happens next is maddening.

Warlock suggests they are preoccupied with the business at hand, then. He asks Strange if he is prepared to execute the next step in Warlock’s master plan. Ready and willing, Strange replies. Warlock suggests he lets them be off, then. Strange casts his spell and they all vanish in a puddle of light: Strange, Warlock, Doom, Surfer and Pip the Troll. Rintrah, Strange’s apprentice, wishes them good luck.

At the Avengers headquarters, the team is having difficulties calling in their reserves. Suddenly, a blinding light fills the control room and Doctor Strange and company appear. Captain America contemplates he’s seen Doctor Strange do his grand entrance routine before. What he now finds disturbing is the company he’s currently keeping. He realizes that the golden man with Strange appears to be Adam Warlock. She-Hulk is shocked: that’s also Doctor Doom with them!

Seeing Thor turn aggressive, Warlock urges him to stay his hand: Doom is their ally in this struggle. “On this I should take your word, Mr. Coppertone?” Thor scoffs. Strange insists he should also take his own word and that of the Silver Surfer. He knows Thor and the others saw Warlock fall in battle and attended his funeral, but… Thor interrupts him and demands to know how Warlock can now be standing before them. Warlock explains he is a reincarnation of sorts. But the details of his birth are of no importance. All that matters is the mission which brings them here. “Which is?” Cap asks him. “The raising of an army!” Warlock reveals.

Elsewhere, Black Widow contemplates the ongoing mayhem. There’s craziness in the streets; more buildings burning than fire trucks and fighters. She tries to help out the best she can. Outside a burning building, the public watches, waiting for the Widow to finally exit the building. They realize she’s been in there close to ten minutes; one of them believes she’s a goner, for sure. The mother of the baby who’s been stranded in the building breaks into hysterics: “My baby… my baby…”

Breathing flames, the Widow finds an escape route by sheer luck and jumps out of the window – and saves the baby, carefully carrying it in her arms. Hopefully, the baby girl will survive the insanity, she thinks; more than enough have died already. Grabbing the drain pipe with her lasso, she achieves a smooth landing to the street and delivers the baby to her mother.

Suddenly, someone screams and calls their attention to the fifth floor of the building. They all watch a woman barely holding onto a ledge, hanging in the air. She begs them to help her. Black Widow rushes headlong into the building… but just then, the entire structure collapses. Natasha barely has time to leap slightly backwards and escape her death. Two eyewitness help the injured Widow stand on her feet and tell her she can’t go back in there; the lady’s gone. One of them assures Natasha she’s done all she could. Dejected, Natasha thinks it’s just not enough.

At the Avengers headquarters, Doctor Strange performs a spell, by way of which he calls upon several heroes to aid in the struggle this poor tortured world suffers. Their skills and powers are gravely needed! He conjures a portal, from which various heroes emerge, one after the other. Iron Man is the first to spring out of the portal. He exclaims he will just have to answer that call. Spider-Man is the next to emerge: “Count your friendly neighborhood Spider-Man, in, too!” And still others join the cause: Wolverine; Drax the Destroyer; Firelord; Nova; Namor, the Submariner; Cloak; Cyclops and the Scarlet Witch.

Doctor Strange suddenly reveals they have a problem here; he senses Dr. Banner – the Hulk – refuses to join them. Thor points out that Hulk’s brute strength would be awfully useful in the upcoming battle. Warlock wonders what Hulk’s problem is. Iron Man suspects he’s angry with the Avengers for turning their backs on him all these years; he was one of their founding members. Cap promises he can be again, now that he’s reformed. Hearing this, Hulk admits that will do for now; they can talk particulars later. With a gleeful smile plastered on his face, he walks through the portal and joins the other recruited heroes.

Warlock notes their little army is complete. Hulk asks when the fun begins. “Only when I say so,” Warlock stresses. Hulk wonders who made ‘Goldilocks’ the boss around here. “Circumstances, Hulk,” Cap explains. He calls everyone to attention. As they all know, they’ve gathered here to take Thanos and his Infinity Gauntlet, and…

Before they go any further, Doom demands they discuss who would best serve as leader of this assault force. “What is there to discuss?” Strange snaps. Doom asserts it’s obvious that only he has the leadership and ruthlessness suited for that position. “Not a chance, Doom,” the cigar-smoking Wolverine demurs. Cap thoroughly backs Warlock in this matter. Scarlet Witch and Spider-Man admits they do, too. Thor does, too, before he admits to himself, in a lower voice, “I guess.”

Locking eyes with Doom, Cap tells him that, like it or not, Latveria’s only got one chance for survival – and it’s Warlock. Deep, deep down, he’s sure Doom knows that. What does he say: in or out? Doom concedes defeat: very well, then – in… for now.

“Well, that was fun,” Spider-Man remarks on their altercation. Warlock finds it a wise decision. They all know nothing of the mysterious workings of the Infinity Gems, or of the arrangements Warlock’s made to garner additional allies. “What allies?” Cap asks him. Cosmic allies, Warlock clarifies. He asks Strange and Surfer if they’re ready. Surfer replies they’re as ready as they can be. Warlock leaves Cap in charge until his return. “Let us be gone,” he announces and he and Surfer vanish through Strange’s portal. Cap asks Strange where they took off to. To the far distant corner of the galaxy, Strange explains. Upon hearing this, Spider-Man exclaims “Say what?”

Meanwhile, Moon Knight meanders through the ravaged city. His eyes see it, but he just doesn’t believe it. His guess is that an oil refinery upriver ruptured during the quake and something ignited the escaping gas and oil. And there’s nothing he can do to stop it. He stopped Stained Glass Scarlett from torching the city, but now it’s burning anyway. The fire will take out half of what’s left of New York City. When will it all end? he wonders. And what will be left when it does end?

Back at the Avengers headquarters, Cloak confesses to Spider-Man he’s not sure he’s up to this; these are some of the world’s mightiest heroes here. Peter advises him not to waste time worrying about it. They all put their tights on the same way Cloak does: one leg at a time. Cloak wouldn’t have been called up if they didn’t think he could cut it. He thinks Cloak will do just fine. However, Peter secretly wishes he was as confident as he sounds. They’re about to take on the most powerful force in the whole dang universe; odds are against any of them living to see tomorrow!

At the far end of the galaxy, Quasar asks Epoch when this cosmic summit is going to happen. Epoch promises it will be soon. Suddenly, a blazing light gushes out of a portal… and Warlock and the Silver Surfer emerge. “The silver and golden surfers?” Quasar gasps. Epoch welcomes them. Warlock notices that they have not yet arrived. Epoch clarifies that the gathering has been awaiting Warlock and Surfer’s arrival.

Not even his experiences as Earth’s cosmic defender have prepared Quasar for anything like this. As the cosmic entities take shape and form all around them, Quasar contemplates that he knows who they are from stories Eon had told him. But to actually be in their collective presence is overwhelming! They are the astral deities of the universe: Eternity, the actual embodiment of all there is; the mysterious Watcher; Kronos, the Titan god of time; Lord Chaos and Master Order, the galactic balance; the Living Tribunal, the cosmic judge of all realities; the destroyer of worlds, Galactus; the enigmatic Stranger; the mysterious embodiments of Love and Hate; and two giants that can only be Celestials!

Warlock admits he was expecting neither Eternity nor the Living Tribunal. Quasar thinks that their presence also comes as a surprise to him. Eternity explains that he is the actuality that Thanos strives to usurp. Therefore, he comes seeking judgment from the one being he considers a peer. The Living Tribunal explains that’s why he stands present at Eternity’s request to hear his case. Eternity argues that the mad Titan seeks to unbalance that which is, throw the nature of the universe into a maniacal entropy. The Tribunal quickly replies he has considered the matter and cannot concur. Thanos only strives to replace Eternity’s importance in the universe with his own. Natural selection is one of the universe’s oldest canons: the strong replace the weak. It is as it should be; no cosmic crime is being committed. He announces he shall not become involved in this matter and vanishes.

Quasar is surprised to see that Eternity is taking a powder, too – why? Warlock theorizes that perhaps he has his own agenda to pursue; it matters not. They will deal with the forces still available to them. Uatu, the Watcher, explains he cannot be counted among these numbers. He remains a Watcher and he is only here to observe and record. How sad, Warlock comments. He had hoped that the current crisis would allow the Watcher to put aside the resolve. Nonetheless, he believes the powers gathered are more than sufficient to execute his plan of attack.

Your plan of attack?!” Galactus exasperates. Does he expect Galactus to follow someone like Warlock into battle? Warlock insists that is why he’s here. Galactus retorts he does not heed the empty words of insects, even golden ones. Then, Galactus is a fool, Warlock defies him with a grim visage. Seeing Galactus’ eyes glow with fury, Silver Surfer begs him to stop! Too late: livid with anger, Galactus mercilessly bombards Warlock with a set of optic blasts. Addressing his fellow Titans, he tells them they face a dire peril. Their defense will be more easily planned without yammering mortals to distract them.

Suddenly, a voice brazenly wonders if Galactus always lets his anger so badly cloud his judgment. Galactus is startled: Who? Warlock shows up at the top of the Titan’s head and explains it’s him, a yammering mortal who knows that naked power is seldom the answer to any problem. Surely Galactus must realize that even this group’s combined might is nothing compared to the force Thanos wields. Only a richly complex and skillfully executed strategy will insure their survival. Time is short and Warlock claims he has such a plan.

Master Order and Lord Chaos tell Galactus that they know this Adam Warlock. He is one outside the loop of destiny and capable of wondrous deeds. They announce they have weighed the options and choose to join forces with Warlock. Epoch announces that she and her champion, Quasar, also ally themselves with Warlock – as does the Stranger. Seeing Love, Hate and the two Celestials pointing at Warlock, Surfer deduces they do so, too, apparently. Kronos tells Warlock he can also include him. “What now, proud and mighty Galactus?” Warlock addresses him.

At the Avengers headquarters, She-Hulk thinks that she has never felt things so tense around here. The waiting’s got her going up the wall. She asks Vision what he figures their chances of beating this Thanos character are. Next to zero, Vision coolly replies, while perusing data on a screen.

She-Hulk is surprised: didn’t the Avengers take this dude down a couple of times? Not exactly, Vision replies. In those encounters, the Avengers won the day, but not without help. Jennifer assumes he means from Captain Marvel and Warlock. Vision corrects her: he means from Thanos himself. In both battles, Thanos provided them with the means to thwart his dark plans. Whether he did so consciously or subconsciously, he does not know. Jennifer realizes he’s saying… That their fighting forces can vanquish Thanos only if he wishes to be defeated, Vision completes her thought. She-Hulk wonders: what if he doesn’t feel like getting his tail kicked? Vision deduces that the universe as they know it is doomed, then.

Suddenly, they hear a man angrily shouting: “I know what you are!” They wonder what this is and decide to look into it. They come across Iron Man confronting Doom. Tony is confident that Doom is a vicious, cold-blooded snake who does not care for anyone but himself! He sees this crisis as just another opportunity for better solidifying his power base! He’s planning on grabbing whatever he can out of this mess and the blazes with the rest of humanity! That is my way, Doom provocatively scoffs.

“Why you…” Iron Man snarls, but just then Thor holds him back with a grip and tells him to cut it out. Vision also points out to Doom that taking advantage of their hospitality is inadvisable. Cap harshly chides Iron Man: he’s out of line! He tells Thor to take Iron Man into the other room to cool off. Addressing Doom, he begins to wonder if the dissension his presence causes doesn’t negate his usefulness. Doom assures him that the upcoming battle will make that determination.

Just then, Warlock is teleported back, accompanied by Surfer and Quasar. Noticing the tension, he wonders what transpires here. Just a minor domestic dispute, Cap replies, staring intently at Doom. Wasted energy better saved for dealing with Thanos, Warlock berates them. Cap impatiently asks him when they can expect this battle to begin. Within minutes, Warlock allays him. He only has a few last minute details to attend to. He asks where he can find the mutant known as Wolverine. Cyclops reveals he saw him heading for the roof. “What?!” Cap exclaims upon hearing that. He is aware the Hulk’s up there, too. Worried, She-Hulk reminds them those two have tangled more times than she can remember. Cap decides he’d better… Warlock interjects and asks to be allowed to handle this situation.

In Thanos’ palace, Mephisto asks him how long the Watcher has been hovering here. Only a few moments, Thanos reveals. He assumes that the Watcher’s coming heralds the beginning of hostilities; fools taking up arms against omnipotence. He is aware they rush head-on to Armageddon – so, he shall provide them with a most glorious doomsday! The heavens will run red with blood. But in the end, as always, Thanos will stand triumphant!

On the roof of the Avengers mansion, Hulk is joined by Wolverine. Hulk quips that Logan couldn’t take being cooped up with those jerks any longer, huh? Lighting a cigar, Wolverine clarifies he just wanted some air. He didn’t mean to disturb him. Hulk finds that Wolverine didn’t stick around. He doesn’t expect him to be like those other wimps. “How come?” Wolverine asks him. Bruce reminds him that the two of them have had some down and dirty scraps – when you fight someone, you get to know them pretty well. “And?” Wolverine asks, wafting out some smoke. Hulk has come to the conclusion he likes Logan. “Why’s that?” Wolverine asks him. Because, in their own ways, they’re both monsters, Hulk clarifies.

Warlock shows up and explains that’s why he wishes to speak with the two of them alone. Hulk asks him what’s on his mind. Life and death, Warlock replies. In a short while, they confront Thanos, a being of unimaginable power whose sole goal is the destruction of all life. “Your point?” Wolverine enquires. Warlock stresses that extreme measures may be called for in dealing with him. Wolverine and Hulk have an outlook on death the others do not share… except for Doom, but he cannot be trusted.

Hulk realizes what he means: they get the chance… he wants them to sanction Thanos, Wolverine finishes his thought. Warlock remarks that as good a way of putting it as any and begins to walk away. Hulk realizes Warlock is a bit of a monster himself. Warlock argues that they are what circumstances make of them. Suddenly, Wolverine stands incredulous as it begins snowing: snow – in May?

In Thanos’ palace, the Titan informs Mistress Death that his enemies are coming – will she stand by his side? Death dismissively turns her head away from facing him. Thanos murmurs it is as he expected. He deluded himself into thinking she could ever care for him. He declares that a supreme being has no need to suffer a void of affection; he shall not rule alone! All things are possible for him – even life!

Through the combined might of his six Infinity Gems, he generates an entirely new lifeform: a purple-skinned, robust woman, vaguely reminiscent of a female version of himself. “Mistress Death, meet Terraxia the Terrible!” he roars triumphantly. Terraxia is everything his soul longs for – she is everything Mistress Death is not! Terraxia nuzzles against him and caresses his chin. Taunting Death, Thanos tells her that Terraxia’s touch is warm and her devotion to him total. She is the balm to soothe the ache within his heart. He no longer has any need of Death. Mistress Death turns her back to him and withdraws herself to a remote part of the courtyard.

Lavished by Terraxia’s attentions, Thanos nevertheless still stares Death, the glow on his left eye betraying his anger and frustration. “Let there be cosmic warfare!” he howls. Let the blood and entrails of his opponents scrub away his pain and sorrow!

At the Avengers mansion, Warlock tells the heroes to prepare themselves for battle most fierce and awesome. Doctor Strange has conjured mystic conduits which will transport them to the precise location they must be once the battle commences. Each of them has been briefed on the line of attack they should institute. The lives of their fellow combatants and the universe depend on their following this plan. Warlock has also cast a spell which will allow each of them to breathe freely in the vacuum of space for the next sixty minutes. Doctor Strange will remain behind to monitor and telepathically apprise Warlock of the situation from each of their points of view. He will also facilitate the evacuation of any combatant too injured to continue the struggle. He wishes them all the best of luck and then tells Surfer to let them be away.

Standing on Surfer’s surfboard, Warlock and the Surfer pass through one of Strange’s portals, and exit in a point somewhere in outer space. Surfer wonders where they are. Warlock explains they’re a little more than a light year away from Thanos’ current position. He points him to a direction; can Surfer spot him with that far-ranging vision of his? Surfer confirms he can… Thanos is looking their way. He complains he doesn’t like being held in reserve. His strength has returned; he should be part of the coming battle. Warlock assures him he will be, only when the moment is right. Surfer demurs that their allies will need his power during the initial assault.

Warlock realizes the Surfer does not truly comprehend the situation. Perhaps not, the Surfer admits. There appears to be much Warlock has hesitated in sharing with his comrades. Warlock explains that Thanos controls all aspects of time, reality, space, power, soul and the mind. He quite literally commands all there is. He is truly invincible; utterly omnipotent. Such statements are not grandiose rhetoric: they are reality. Their allies’ power is next to nothing against Thanos’ might. They stand defeated before the battle has even begun. The true purpose of their attack is merely diversionary. They are sacrificial lambs. And may the stars forgive him, this is exactly as he planned!

At the Avengers mansion, Pip the Troll, watch in hand, orchestrates the heroes’ departure: “Heads up, people! Time to make the big jump. Get set… on your mark… get ready… Go!” The heroes charge through the portal and find themselves in the yard of Thanos’ palace in space, facing the Titan and his court.

Characters Involved: 

Adam Warlock

Wolverine (X-Men)

Cyclops (X-Factor)

Nova (New Warriors)

Black Widow, Captain America, Quasar, She-Hulk, Thor, Vision (all Avengers)

Iron Man, Scarlet Witch (all West Coast Avengers)

Hulk, Namor, Starfox (all former Avengers)



Mephisto, Terraxia (Thanos’ followers)

Mistress Death


Doctor Doom

Firelord, Silver Surfer (former heralds of Galactus)


Doctor Strange

Drax the Destroyer

Moon Knight

Pip the Troll


Nick Fury, Contessa Valentina de Fontaine, Professor Harding (all S.H.I.E.L.D.)

S.H.I.E.L.D. personnel

Other unnamed humans

Epoch, Eternity, Galactus, Kronos, Living Tribunal, Lord Chaos, Master Hate, Master Order, Mistress Love, One Above All, Stranger, Uatu the Watcher, Ziran (all cosmic entities)

Images on computer screens:

Black Widow, Captain Marvel I, Captain Marvel II, Dr. Samson, Jocasta, Mantis, Mockingbird, Snowbird, Thanos and others

Story Notes: 

First appearance of the short-lived Terraxia.

The staff credits also include the phrase “Yes! We’re still here!!” This is presumably a pun for the series’ plot. In Infinity Gauntlet #1, half the population of the universe suddenly vanished, as a result of Thanos wiping them out of existence.

Adam Warlock was once killed by Thanos in Avengers Annual #7. He was resurrected in Silver Surfer (3rd series) #46.

The Avengers, together with Adam Warlock and the original Captain Marvel, previously thwarted Thanos’ grand schemes twice, in Captain Marvel (1st series) #31-33 and in Avengers Annual #7/Marvel Two-In-One Annual #2.

Wolverine and Hulk have previously butted heads on a number of occasions, including Incredible Hulk (2nd series) #181, #340 and #359, and Marvel Comics Presents (1st series) #54-61.

Hulk was a short-lived member of the Avengers from Avengers (1st series) #1-2.

Issue Information: 
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