The Guest Star:
      Spider-Man

The Villain:
      Thanos

Guest Shots:
      Adam Warlock; Captain Marvel; Lord Chaos; Master Order; the Avengers: Captain America, Iron Man, Beast, Vision, Scarlet Witch, Thor, Moondragon

The Set Up:
      "It's 3 a.m., you are asleep and your name is Peter Parker." With those words we find Peter Parker (Spider-Man) sleeping uncomfortably at home and having very bad dreams. In these dreams, the Avengers, Adam Warlock, and Captain Marvel are battling Thanos in space. In short order, after stopping Thanos' horrifically grand plans of destroying half the stars in the universe, the Avengers are one by one cut down and Adam Warlock dies at Thanos' hands. With the Avengers in stasis, Thanos takes the Soul Gem from Adam Warlock's corpse and we realize that though he can no longer snuff out half the suns in the universe, he can still use the Soul Gem to put out our own sun...
     At that point, Parker awakens, and realizes that this was a telepathic "SOS" from Moondragon. Knowing this is out of his league, Spidey suits up and looks for help at the logical place- the Baxter Building.
     Inside the FF's headquarters, Ben is curled up on a couch reading "Salem's Lot" when Spidey startles him from the darkness above. After a cup of coffee and a short chat, Ben decides its worth checking out and the two head for space in a shuttle Reed had wanted Ben to test. Thanos' giant space ark isn't hard to find, and the two land and are immediately mobbed. Its all going surprisingly well until someone cuts the gravity and the two are suddenly sitting ducks.
     Cut to Lord Chaos and Master Order, two mysterious cosmic entities who comment on the loss of Ben and Spidey, but focus their attention on Adam Warlock, finally at peace within the Soul Gem that long rested on his brow.
     Ben and Spidey come to on the floor in front of the stasis-frozen Avengers and at the feet of Thanos, who informs them that he'll shortly be destroying their sun and solar system all for his love of the personification of Death...

Clobberin' Time?:
      No Clobberin' Time in this issue, but its not missed. The gravity of everything seems a little heavy for a battle cry. Ben does get in a couple of great blows where it sure feels like Clobberin' Time, though. Here's one...
     Page 25, panel 6, to Thanos: "Mister, you're REALLY sick. But I tell you what... Dr. Grimm here has got the cure for what ails you. His world-famous knuckle knuck-out formula!"

Petunia's Patch:
      No Petunia either.

Things of Interest:
      This issue continues this story directly from where Avengers Annual #7 left off. However, neither the Thing nor Spider-Man are in that Avengers Annual, so if you haven't read it, you should still be able to pick this right up...
     This issue has been reprinted in Warlock Special Edition #6. As a side note that Avengers Annual #7 was split into two and reprinted between Warlock Special Edition #s 5 & 6 as well.
     The loose ends in this story (and in Warlock's series) would be tied up in MTIO issues 61-63.
     This issue pretty much presents the classic Ben/Spidey vibe, and is also probably the best presentation of Thanos at his most menacing, bar none. The fates of Warlock and Thanos in this issue also felt final and stayed that way until 1990, thirteen years later, when Thanos returned in Silver Surfer #34 (written by Jim Starlin, who also wrote this issue). Warlock returned as well about a year after Thanos.
     ComiX-Fan Forums rates this issue (in combination with Avengers Annual 7) as number 8 in their list of the best 40 Avengers stories of all time. And here's a link to .

     The last issue / next issue links below for each Annual will take you not to the last / next Annual, but rather to the last / next issue chronologically, as determined by the Marvel Chronology Project.