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` 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:
This structure allowed for deep character work on both established heroes like `Nova` and overlooked characters like `Star-Lord`, while also introducing new players like Wraith. It cemented the tone and style that would define Marvel Cosmic for the next decade.
The stage for Conquest was set in the final moments of the `Annihilation War`. The galactic infrastructure was in ruins. The `Nova Corps` was destroyed, leaving Richard Rider as the sole Centurion powered by the entire Worldmind. Most critically, the `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`, which had been exiled into deep space by the `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.
The Annihilation: Conquest storyline has not been adapted in the Marvel Cinematic Universe (MCU). The concepts and characters involved exist in largely different contexts.
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.
The invasion begins with terrifying speed. The Kree, still reeling from the Annihilation War, are completely unprepared. `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.
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`, who has transferred his own consciousness into the body of the Kree-allied Eternal, `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` and the Super-Skrull `Kl'rt` into his elite lieutenants, while still preserving a sliver of their original consciousness to maximize their suffering.
The main narrative of Conquest unfolds across four distinct but interconnected fronts, each highlighting a desperate struggle against the Phalanx.
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:
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.
Moondragon is captured and turned into a vessel for a primeval cosmic entity known as the Controller. Her partner, `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` 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.
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.
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 disparate heroes converge on Hala for the final battle. Star-Lord's team successfully infiltrates the Babel Spire. `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` 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.
Annihilation: Conquest had massive, lasting repercussions for the cosmic side of the Marvel Universe.
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`, 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 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:
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:
A trio of powerful, established cosmic heroes who tackle the Phalanx threat on a grander scale:
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.
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.
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.
For a complete chronological experience of the Annihilation: Conquest event, the issues should be read in the following order:
Marvel has also collected the entire event in various trade paperbacks and omnibus editions, which present the story in a coherent order.