- Silver Surfer
- Maurice Fortuit (first appearance and death)
- Florence Destine (first appearance and death)
- Kay Cera
- Adam Destine (First appearance)
- Albert Destine (First appearance)
- Lenz (first appearance, in flashback, in shadow)
- Mimi(First appearance)
- MODOK (Appears in flashback and main story)
- AIM scientists (Appears in flashback and main story)
- Pascal(First appearance)
- Simone(First appearance)
- AIM lab beneath New York harbor (Appears in flashback and main story)
- Merrieman Museum (First appearance), Nottingham, England
- Gran Hotel Catalonia (First appearance), Barcelona, Spain
- Mountain top chalet of Maurice Fortuit, near St. Moritz (First appearance), Swiss Alps, Switzerland
- Seventh Moon Monastery (First appearance), Nepal
- Ravenscroft, England
In flashback, in an undisclosed Advanced Idea Mechanics (Earth-616) laboratory, a shadowed creature was tearing into the ranks of A.I.M. personnel. M.O.D.O.K. used his telepathic powers but the creature proved more powerful, as such, M.O.D.O.K. was forced to destroy the laboratory and the creature but the latter survived.
In Barcelona, Spain, Kay Cera, despite her telepathic powers, was killed by unidentified assailants looking for the gryphon. However, Kay Cera or Jasmine Destine (Earth-616) was able to transfer her consciousness to an alley cat. Maurice Fortuit (Earth-616) was similarly killed. Florence Destine (Earth-616) felt the death of Maurice and called out to Walter Destine (Earth-616). During that time, the creatures attacked causing the death of Florence. Walter Destine (Earth-616) destroyed the creatures when he became Wallop. Nearing death, Florence told Walter to tell the truth to Rory Destine (Earth-616) and Pandora Destine (Earth-616) that they are all brothers and sisters despite the apparent physical age difference.
- No special notes.
- No trivia.
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