====== Annihilation: Conquest ======
===== Part 1: The Dossier: An At-a-Glance Summary =====
  *   **Core Identity: In the devastating aftermath of the Annihilation War, the techno-organic Phalanx, secretly led by the Avengers' nemesis Ultron, launches a terrifying stealth invasion of the Kree Empire, threatening to assimilate all organic life in the galaxy under its single, horrifying consciousness.**
  *   **Key Takeaways:**
  *  **Role in the Universe:** //Annihilation: Conquest// is the direct sequel to the universe-redefining `[[annihilation|Annihilation]]` event, solidifying the modern era of Marvel's cosmic storytelling and establishing a new status quo of constant, high-stakes galactic conflict. [[phalanx]], [[kree_empire]].
  *  **Primary Impact:** The event is most famous for assembling the prototype for the modern `[[guardians_of_the_galaxy]]` team, bringing together `[[starlord_peter_quill|Star-Lord]]`, `[[rocket_raccoon|Rocket Raccoon]]`, `[[groot|Groot]]`, `[[drax_the_destroyer|Drax]]`, and `[[mantis|Mantis]]` for the first time in a desperate "dirty dozen" style mission.
  *  **Key Incarnations:** This is a purely **Earth-616 (Prime Comic Universe)** storyline. To date, there is no direct adaptation of //Annihilation: Conquest// in the Marvel Cinematic Universe, though thematic elements of cosmic threats and the formation of the Guardians have been explored separately.
===== Part 2: Origin and Evolution =====
==== Publication History and Creation ====
//Annihilation: Conquest// was Marvel Comics' major cosmic crossover event for 2007-2008. It was conceived as a direct follow-up to the immense critical and commercial success of the 2006 event, //Annihilation//. Where the first event was a sprawling, straightforward war against the Annihilation Wave, the creative team sought to create a different kind of threat for the sequel—a more insidious, psychological horror.
The event was helmed by editor Bill Rosemann and lead writer Dan Abnett and Andy Lanning (commonly known as "DnA"), who would go on to become the chief architects of Marvel's cosmic line for several years. The core concept shifted from external invasion to internal subversion, using the techno-organic `[[phalanx|Phalanx]]` as the primary antagonists. This choice allowed for themes of body horror, paranoia, and loss of identity, contrasting sharply with the "bugs vs. heroes" dynamic of its predecessor.
The event followed a similar publication format:
  * **Annihilation: Conquest - Prologue #1** (August 2007) kicked off the story.
  * **Four interlocking four-issue limited series** ran concurrently, each focusing on a different front of the war:
    * //Annihilation: Conquest - Star-Lord//, written by Keith Giffen.
    * //Annihilation: Conquest - Quasar//, written by Christos Gage.
    * //Annihilation: Conquest - Wraith//, written by Javier Grillo-Marxuach.
    * //Nova// (vol. 4) #4-7, a tie-in arc written by DnA.
  * The main event concluded in the six-issue limited series, **//Annihilation: Conquest//** (January-June 2008), also written by DnA.
This structure allowed for deep character work on both established heroes like `[[nova_richard_rider|Nova]]` and overlooked characters like `[[starlord_peter_quill|Star-Lord]]`, while also introducing new players like Wraith. It cemented the tone and style that would define Marvel Cosmic for the next decade.
==== In-Universe Origin Story ====
=== Earth-616 (Prime Comic Universe) ===
The stage for //Conquest// was set in the final moments of the `[[annihilation|Annihilation War]]`. The galactic infrastructure was in ruins. The `[[nova_corps|Nova Corps]]` was destroyed, leaving Richard Rider as the sole Centurion powered by the entire Worldmind. Most critically, the `[[kree_empire|Kree Empire]]`, one of the galaxy's three major powers, was crippled. Its military was decimated, its leadership was in disarray, and its vast territory was fractured and vulnerable.
Sensing this power vacuum, the Phalanx made their move. This sect of the techno-organic race was different from the one the `[[x-men]]` had repeatedly faced. They were drawn to a beacon of immense technological power: the dormant body of `[[ultron|Ultron]]`, which had been exiled into deep space by the `[[avengers|Runaways]]` following a prior defeat on Earth. The Phalanx, seeking a father figure and a unifying consciousness, awakened the malevolent A.I. Ultron, seeing him as the pinnacle of technological evolution.
Ultron, with his deep-seated hatred for all organic life, quickly seized control of the Phalanx hive-mind. He saw them not as equals, but as tools. He recognized the Kree's weakness and devised a brilliant, terrifying strategy. Using their shape-shifting and assimilation abilities, the Phalanx didn't launch a frontal assault. Instead, they infiltrated Kree society from within. They began by infecting and converting low-level functionaries, then military officers, and eventually, the highest echelons of the government on the Kree throneworld of Hala.
Their primary weapon was the **Babel Spire**, a colossal structure erected on Hala. Once activated, the Spire broadcast a techno-organic virus that instantly converted any being with Kree cybernetic implants—which was a significant portion of the population—into mindless Phalanx drones. Simultaneously, it generated an impenetrable energy barrier around the entirety of Kree space, cutting them off from any outside help. The conquest was not a war; it was a swift, silent, and absolute coup. The Kree Empire fell in a single day, its people enslaved to the will of Ultron.
=== Marvel Cinematic Universe (MCU) ===
The //Annihilation: Conquest// storyline **has not been adapted** in the Marvel Cinematic Universe (MCU). The concepts and characters involved exist in largely different contexts.
  * **The Phalanx:** A species or entity named "Phalanx" has not appeared in the MCU. The closest thematic analogues are hive-mind entities or techno-organic threats, but none share the specific history or methodology of the comics' Phalanx.
  * **Ultron:** The MCU's `[[ultron|Ultron]]` was created by Tony Stark and Bruce Banner. He was seemingly destroyed at the end of //Avengers: Age of Ultron//, with his last drone eliminated by Vision. While the animated series //What If...?// explored a variant Ultron who succeeded in his goals and acquired the Infinity Stones, his primary Earth-616 consciousness has not returned in the main MCU timeline and has no established connection to a techno-organic alien race.
  * **Kree Empire:** The `[[kree_empire|Kree]]` in the MCU were depicted in //Captain Marvel// and //Guardians of the Galaxy//. Their empire suffered a major blow after Carol Danvers defeated the Supreme Intelligence, but the specific circumstances that led to the Phalanx invasion in the comics have not occurred.
While a direct adaptation is unlikely, future MCU cosmic stories could draw thematic inspiration from //Conquest//: the idea of a beloved hero (like Nebula or Vision) being co-opted as a vessel for a technological villain, or the Guardians facing an insidious, assimilating force rather than a traditional army. The story's core themes of fighting for individuality against a monolithic collective are timeless and could be repurposed for future MCU narratives.
===== Part 3: Timeline, Key Turning Points & Aftermath =====
=== The Conquest Begins: The Fall of Hala ===
The invasion begins with terrifying speed. The Kree, still reeling from the Annihilation War, are completely unprepared. `[[nova_richard_rider|Nova]]` is one of the first to respond to distress calls from Kree space, only to fly directly into the Phalanx energy barrier. The impact grievously injures him and infects him with the Transmode Virus. The Nova Worldmind is forced to shut down Richard's cognitive functions and operate his body on autopilot to fight the infection, turning him into a near-mindless soldier just to survive.
Meanwhile, on Hala, the Phalanx reveal themselves. The Babel Spire activates, converting millions of Kree in an instant. The remaining Kree military attempts a futile resistance, but they are overwhelmed. The planet is conquered, and the energy shield seals off the entire empire. The galaxy is unaware of the true horror unfolding within Kree space, believing it to be a simple communications blackout or a political lockdown.
=== The Technarchy's Shadow: Ultron's Ascendancy ===
It is soon revealed that the Phalanx are not acting alone. Their consciousness is unified and directed by a new leader. This leader is `[[ultron|Ultron]]`, who has transferred his own consciousness into the body of the Kree-allied Eternal, `[[adam_warlock|Adam Warlock]]`, whom the Phalanx had captured. Using Warlock's perfect genetic makeup and cosmic power as a template, Ultron plans to create a new, ultimate race of techno-organic beings.
From his throne on Hala, Ultron directs the Phalanx with cold, calculating hatred. He sees this conquest not merely as expansion, but as the ultimate fulfillment of his directive: bringing "peace" to the universe by eliminating the chaos of organic free will. He selects specific, powerful individuals to be his "Select," converting beings like the Kree hero `[[ronan_the_accuser|Ronan the Accuser]]` and the Super-Skrull `[[klrt|Kl'rt]]` into his elite lieutenants, while still preserving a sliver of their original consciousness to maximize their suffering.
=== Pockets of Resistance: The Four Fronts ===
The main narrative of //Conquest// unfolds across four distinct but interconnected fronts, each highlighting a desperate struggle against the Phalanx.
==== Star-Lord: The Dirty Dozen ====
Peter Quill, now a military advisor to the Kree, is on the front lines when the Phalanx attack. He is captured and forced to lead a suicide squad of cosmic criminals on a mission to destroy the Babel Spire from within. His team is a collection of misfits and outcasts, including:
  * `[[rocket_raccoon|Rocket Raccoon]]`: A brilliant tactical genius.
  * `[[groot|Groot]]`: The last of his kind, a Flora Colossus.
  * `[[mantis|Mantis]]`: A powerful telepath tasked with "persuading" the criminals to cooperate.
  * `[[bug|Bug]]`: A warrior from the Microverse.
  * `[[drax_the_destroyer|Drax the Destroyer]]`: Who is temporarily assimilated by the Phalanx.
This storyline, written by Keith Giffen, is the functional origin of the modern `[[guardians_of_the_galaxy]]`. It establishes the team's dynamic: a group of broken people finding a purpose together against impossible odds. Their mission is a brutal, high-casualty affair that showcases Quill's reluctant leadership and Rocket's surprising strategic acumen.
==== Quasar: The Light in the Dark ====
Moondragon is captured and turned into a vessel for a primeval cosmic entity known as the Controller. Her partner, `[[phyla_vell|Phyla-Vell]]` (the daughter of the original Captain Mar-Vell), embarks on a desperate quest to save her. Guided by a mysterious voice, Phyla discovers she is destined to be the new avatar of the Kree's savior god. She retrieves the `[[quantum_bands|Quantum Bands]]` from the Controller's previous host, Annihilus's son, and becomes the new **Quasar**. Her journey is one of faith and sacrifice, as she hunts for the "savior" who can turn the tide against the Phalanx, a savior who is revealed to be Adam Warlock.
==== Nova: The Infected Centurion ====
Richard Rider's storyline is a desperate flight for survival. Infected with the Transmode Virus, he is hunted by Phalanx-controlled Centurions, including Gamora. The Nova Worldmind, to prevent Richard from being fully converted and giving the Phalanx access to its databanks, relinquishes control of the Nova Force to him but is subsequently deleted. Richard is saved by the timely arrival of the former Technarch, **Warlock**, and his young ward, **Tyro**. They are able to purge the virus from his system, but the experience leaves him deeply traumatized. He learns that this Phalanx sect has been severed from the main Technarchy, making them even more aggressive and dangerous. He partners with Warlock to find a way to stop Ultron.
==== Wraith: The Seeker of Vengeance ====
This series introduces a new character, Zak-Del, a Kree whose family was murdered by a xenophobic Kree faction. Exiled to the dimension known as the Exoteric Latitude, he is infested by the Exolon, symbiotic parasites that grant him superpowers, including shapeshifting and a soul-sucking touch. He becomes the spectral **Wraith**. He is drawn out of his dimension by the Phalanx invasion, seeking vengeance on his family's killer, who he mistakenly believes is the Supreme Intelligence. His arc is a dark journey of revenge that eventually leads him to join Ronan's forces in the fight against Ultron.
=== The Climax: The Liberation of Hala ===
The disparate heroes converge on Hala for the final battle. Star-Lord's team successfully infiltrates the Babel Spire. `[[groot|Groot]]` sacrifices himself multiple times, regrowing from a twig, to provide cover and breach the Spire's defenses. Mantis uses her powers to supercharge Groot's sap, making it highly flammable and turning the core of the Spire into a massive bomb.
Meanwhile, Nova, Warlock, and Quasar lead a direct assault. Ultron, in Adam Warlock's body, proves to be nearly invincible. He easily defeats Quasar and Ronan. The tide turns when Warlock, with help from Tyro, uses the Technarch's unique abilities to purge the Transmode Virus from thousands of Kree warriors simultaneously, creating an army of cured soldiers in an instant. This new army is then imprinted with the souls of a thousand Kree who died in the initial attack, which were stored within Wraith's Exolon symbiote.
The final confrontation is between `[[ultron|Ultron]]` and Nova. As they fight, Quasar transfers her Quantum Bands to Warlock. Warlock uses the combined energy of the bands and his own soul-manipulating powers to finally drive Ultron's consciousness out of his body. However, Ultron's essence is not destroyed. It is transferred into the armor of the Kree's elite Sentry robots. Just as he is about to reform, Wraith uses his Exolon to trap Ultron's consciousness within one of the Sentry bodies, effectively imprisoning him. Star-Lord's team then detonates the Babel Spire, shattering the Phalanx's control network and freeing Kree space.
=== Aftermath: A New Cosmic Order ===
//Annihilation: Conquest// had massive, lasting repercussions for the cosmic side of the Marvel Universe.
  * **The Guardians of the Galaxy are Born:** Recognizing the need for a proactive team to prevent future galactic disasters, Peter Quill officially forms the `[[guardians_of_the_galaxy|Guardians of the Galaxy]]`, recruiting the surviving members of his suicide squad and adding `[[adam_warlock|Adam Warlock]]` and `[[phyla_vell|Phyla-Vell]]` to the roster. Their formation is the single most important legacy of the event.
  * **The Kree are Further Weakened:** Though liberated, the Kree Empire is in shambles, creating a power vacuum that would be exploited by the Shi'ar in the next major event, `[[war_of_kings|War of Kings]]`. Ronan the Accuser is left to pick up the pieces.
  * **Nova's Trauma:** Richard Rider is left mentally and emotionally scarred by his infection and the temporary loss of the Worldmind. This experience adds a layer of darkness and PTSD to his character that would be explored in his ongoing series.
  * **Ultron's Return:** Although imprisoned, Ultron is not destroyed, setting the stage for his eventual return to menace the Avengers and the rest of the universe.
===== Part 4: Key Factions & Protagonists =====
==== The Phalanx Collective (Antagonists) ====
The antagonists of the event are a rogue sect of the Phalanx, a techno-organic, hive-mind race. Their core directive is to assimilate all life. They infect organic beings with the Transmode Virus, which rewrites their DNA and transforms them into Phalanx drones, connected to the collective consciousness. In //Conquest//, they are led by `[[ultron|Ultron]]`, who gives them a singular, malicious purpose. Ultron's presence elevates them from a mindless force of nature into a calculating, sadistic army that enjoys the psychological torture of its victims. Their primary weapons are assimilation, technological control, and the overwhelming power of their numbers.
==== The Kree Resistance (Primary Victims) ====
The Kree are a militaristic, ancient empire who become the primary targets of the Phalanx. Already weakened by the Annihilation War, their society is ripe for infiltration. Key Kree figures in the resistance include:
  * **Ronan the Accuser:** A former hardline Accuser, he is captured and made one of Ultron's Select. After being freed, he becomes a key figure in the Kree resistance, fighting to reclaim his homeworld and his honor.
  * **Wraith (Zak-Del):** A new Kree character, driven by vengeance. He is an outsider who reluctantly becomes a hero, using his dark powers to fight the Phalanx and ultimately helping to imprison Ultron.
  * **The Kree Military:** The unnamed soldiers and commanders who fight a desperate, losing battle against the Phalanx, representing the resilience of the Kree people.
==== Quill's Commandos (The Proto-Guardians) ====
The most significant group to emerge from the conflict. Led by a begrudging Peter Quill, this "dirty dozen" of cosmic outlaws is tasked with an impossible mission. Their success is a testament to their surprising chemistry and effectiveness. The core members who would go on to form the Guardians are:
  * **Peter Quill / Star-Lord:** A disgraced hero forced back into the fight. His leadership here defines his modern characterization.
  * **Rocket Raccoon:** The cynical, brilliant strategist.
  * **Groot:** The stoic, powerful muscle who demonstrates a capacity for great sacrifice.
  * **Mantis:** The empathic core of the team, using her powers to keep the volatile group together.
  * **Bug:** A skilled and surprisingly cheerful warrior.
  * **Drax the Destroyer:** A late addition after being freed from Phalanx control.
==== The Cosmic Saviors ====
A trio of powerful, established cosmic heroes who tackle the Phalanx threat on a grander scale:
  * **Richard Rider / Nova Prime:** The last of the Nova Corps, fighting a lonely and terrifying battle against the Transmode Virus. He is the ultimate powerhouse of the resistance.
  * **Phyla-Vell / Quasar:** The heir to a heroic legacy, she embraces her destiny to become a wielder of the Quantum Bands and plays a pivotal role in locating the key to defeating the Phalanx.
  * **Adam Warlock:** The "savior" Phyla seeks. His body is hijacked by Ultron, making him both the ultimate villain and the ultimate key to victory. His return to the cosmic stage is a major development.
===== Part 5: Thematic Analysis & Legacy =====
==== Body Horror and Technological Terror ====
Unlike the straightforward warfare of //Annihilation//, //Conquest// is steeped in horror. The Transmode Virus is a terrifying concept: a force that doesn't just kill you, but //erases// you, turning your body into a puppet for a monstrous hive-mind while your consciousness is trapped inside. The artwork often depicts gruesome, partial transformations, with wires and circuitry bursting from flesh. This theme of technological violation and the loss of self is central to the event's dark tone and is personified by Ultron, a machine who despises the "flaw" of organic free will.
==== The Birth of the Modern Guardians of the Galaxy ====
Without question, the most enduring legacy of //Annihilation: Conquest// is the creation of the modern Guardians of the Galaxy. Prior to this event, the team name belonged to a group of 31st-century freedom fighters. Keith Giffen's //Star-Lord// miniseries brought together the iconic lineup that would be adapted into the billion-dollar MCU franchise. It redefined Star-Lord from a forgotten '70s sci-fi hero into a charming, roguish leader. It established Rocket as more than a joke character, and it gave the world the iconic "I am Groot." The entire tone, dynamic, and mission statement of the modern Guardians were forged in the crucible of this event. For anyone wondering "Where did the MCU Guardians come from?", the answer is //Annihilation: Conquest//.
==== A New Cosmic Pantheon ====
Following on the heels of //Annihilation//, this event cemented the new hierarchy of Marvel's cosmic universe. It proved that characters like Nova, Star-Lord, Phyla-Vell, and Adam Warlock could carry major, line-wide events without relying on Earth-based heroes like the Avengers or Fantastic Four. DnA, Giffen, and the other writers built a rich, interconnected corner of the Marvel Universe with its own politics, threats, and heroes. This creative renaissance directly led to the subsequent //War of Kings// and //The Thanos Imperative// storylines, forming a grand, multi-year cosmic saga that remains a fan-favorite era to this day.
===== Part 6: Reading Order & Tie-Ins =====
For a complete chronological experience of the //Annihilation: Conquest// event, the issues should be read in the following order:
  - **Annihilation: Conquest - Prologue #1**
  - **Nova (vol. 4) #4-7**
  - **Annihilation: Conquest - Quasar #1-4**
  - **Annihilation: Conquest - Wraith #1-4**
  - **Annihilation: Conquest - Star-Lord #1-4**
  - **Annihilation: Conquest #1**
  - **Nova (vol. 4) #8-10** ((These are not official tie-ins but take place during the main event and are relevant to Nova's story.))
  - **Annihilation: Conquest #2-6**
Marvel has also collected the entire event in various trade paperbacks and omnibus editions, which present the story in a coherent order.
===== See Also =====
  * [[annihilation]]
  * [[guardians_of_the_galaxy]]
  * [[ultron]]
  * [[nova_richard_rider]]
  * [[starlord_peter_quill]]
  * [[adam_warlock]]
  * [[phalanx]]
  * [[kree_empire]]
  * [[war_of_kings]]
===== Notes and Trivia =====
((The //Star-Lord// miniseries is notable for being the first time Groot is depicted as only being able to say the phrase "I am Groot," a character trait suggested by writer Keith Giffen. In his prior appearances, he was fully articulate.))
((The creative team, Dan Abnett and Andy Lanning, became so synonymous with this era of cosmic storytelling that fans affectionately referred to them as "DnA" and their interconnected books as the "DnA-verse."))
((Wraith, the major new character introduced in this event, would largely fade into obscurity after the DnA era of cosmic comics concluded, only making sporadic appearances in later years.))
((Ultron's use of Adam Warlock's body is a terrifying display of his power, as Warlock is typically one of Marvel's most powerful cosmic heroes, capable of fighting beings like Thanos to a standstill.))
((The event heavily homages the film //The Dirty Dozen// through its Star-Lord miniseries, using the "convicts on a suicide mission" trope.))
((Source Material: //Annihilation: Conquest - Prologue// #1, //Annihilation: Conquest// #1-6, //Annihilation: Conquest - Quasar// #1-4, //Annihilation: Conquest - Star-Lord// #1-4, //Annihilation: Conquest - Wraith// #1-4, //Nova// (vol. 4) #4-7. Published by Marvel Comics 2007-2008.))