EARTH'S MIGHTIEST ANNOTATIONS
By Sean McQuaid

AVENGERS FOREVER # 2
January, 1999
"Now is the Time for All Good Men..."
By Kurt Busiek & Carlos Pacheco
with Jesus Merino (inker), Steve Oliff (colors),
Richard Starkings/Comicraft/Albert Deschesne (letters),
Graphic Color Works (separations), Greg Schigiel (Assistant Editor),
Tom Brevoort (editor) & Bob Harras (editor-in-chief).

Avengers Assembled:
This story features a group of Avengers from various time periods,
including: Giant-Man and Wasp (both apparently from a time period
roughly corresponding to the present day); Yellowjacket (Hank Pym, now
Giant-Man, in his former identity as Yellowjacket circa Avengers [v1]
# 59-60); Captain America (as he was circa Avengers [v1] # 126, after
the events of a storyline that concluded in Captain America [v1] # 176);
Hawkeye (in partial Goliath costuming, as he was during the interval
between Avengers [v1] # 97 & 98 when he abandoned his Goliath identity,
as recounted in Avengers [v1] # 99); and two Avengers from undetermined
future time periods who have not yet joined the present-day team: the third
Captain Marvel (Genis-Vell), who looks and acts unlike his present-day self;
and Songbird (Melissa Gold), currently a member of the outlaw Thunderbolts
but apparently a future member of the Avengers. In addition to the above
past, present and future Avengers members, this story features honoray
Avengers member Rick Jones. Avengers appearing in various flashbacks include
Captain America, Mantis, Hercules, Hawkeye, Giant-Man, Iron Man and Rick
Jones. One scene depicting a possible future for the Avengers features
Songbird, Justice and a bearded Thor.

Other Characters:
SHIELD & Starcore personnel (presumably including Agent Beaulieu from the
previous issue), The Supreme Intelligence, Immortus, Kang and Libra. Also
appearing in various flashbacks are Zodiac (including Aquarius, Virgo,
Gemini, Aries, Sagittarius, Leo, Libra, Capricorn, Taurus, Pisces, Cancer,
Aquarius II & Aries III), the android Zodiac (including the android
incarnations of Leo & Sagittarius), and several unspecified villains
referred to by Songbird as Oort the Living Comet and his Solar Squadron
(Oort himself, whose only previous appearance was in AWC # 61, does not
appear in this scene).

Chronological Note:
The depiction of the present-day Avengers roster in the first issue of this
series places this story somewhere between Avengers (v3) # 9 & Avengers
(v3) # 10. The Giant-Man and Wasp featured in this issue apparently come
from a roughly present-day timeline, but how they will fit into Avengers
chronology remains to be seen (though Wasp's adoption of a new costume
as yet unseen in Avengers [v3] # 1-11 suggests that they come from a
time period sometime after Avengers [v3] # 11, though not too far in the
future since Wasp & Giant-Man both remember the events of Avengers
Forever # 1 happening "not long ago").


FRONT COVER
The cover illustration by Carlos Pacheco, Jesus Merino, Steve Oliff & Tony
Kelly depicts Giant-Man, Wasp, Captain Marvel [III], Yellowjacket,
Hawkeye, Songbird and Captain America standing amidst falling sand, an
hourglass-like image that suggests the passage of time. 


BACK COVER
The back cover illustration by Comicraft's John Roshell and Doug Rowell &
Randee Z features a computer-generated moonscape (complete with the Blue
Area architecture) below a warped montage of scenes reprinted from old
Marvel comics: a panel from Avengers (v1) # 99 (featuring Hawkeye in
battle with the Skrulls during the conclusion of the Kree-Skrull War), a
panel from Captain America (v1) # 175 (featuring the unmasked leader of
the Secret Empire committing suicide before Cap's horrified eyes), the cover
of Avengers (v1) # 269 (featuring Kang locked in a death struggle with
Immortus while the Avengers battle in the background), and a panel from
Avengers (v1) # 59 (featuring Hank Pym reintroducing himself to the
Avengers in his then-new guise as Yellowjacket).


PAGES 4-5 (two-page spread)

Panel 1:
It is very rare and very unusual for Captain America, who is widely
recognized as the Avengers' greatest natural leader, to be so hesitant and
unsure of himself as he is here. The reason for this becomes apparent later
in this story.

Panels 2-3:
The present-day Wasp is one of the most competent and accomplished leaders
of the Avengers apart from Cap, so her taking charge in the absence of a
fully functioning Captain America makes sense. The only other major
leadership figure among this group of Avengers is Hawkeye, and this Hawkeye
comes from a time period before he developed any leadership experience.
Given this Hawkeye's inexperience and this Captain America's emotional
instability, the present-day Wasp is the natural leader of this band of
Avengers. Giant-Man has some leadership experience, too, but he is a much
less experienced and much more reluctant leader than the Wasp. Hawkeye
is unused to the Wasp's commanding attitude since he comes from a time
period before the Wasp ever led the Avengers, when she was a much more
passive member of the group.

Panel 4:
Songbird and Captain Marvel's mention of "The Destiny War" presumably
refers to some crisis the Avengers will face in the future, a crisis that
is already past history in the eyes of Songbird and Marvel since they
come from the future themselves.

Panel 5:
As Hank says, Songbird is a wanted criminal in the present (and his
inability to see her as anything but that is an indication that Giant-Man
and Wasp may come from the roughly present-day time period between
Avengers [v3] # 11 and the Avengers' second meeting with the Thunderbolts
in the upcoming Avengers [v3] # 12, an interval during which the Wasp adopts
the new costume she is wearing here; Giant-Man's relatively new current
costume was adopted earlier, in Avengers [v3] # 10).

Hank's extreme shock at the idea of Songbird being an Avenger seems a bit
much since the Avengers have previously recruited a variety of outlaws and
former criminals, some of whom became good friends and valued teammates
to Hank. For that matter, Hank himself spent some time in prison when he
was framed for criminal acts. Besides, Songbird was never more than a minor
criminal in her Screaming Mimi days, and Hank never even fought her during
her criminal career (Wasp did, but only once). Outlaws, criminals and former
Avengers foes who have become Avengers in the past include the Hulk (a
founding Avenger), Hawkeye, Quicksilver, Scarlet Witch, Swordsman, Vision,
Black Widow, Wonder Man, Sub-Mariner, USAgent, Sandman, Living Lightning,
Yellowjacket II, Swordsman II & Magdalene.

Hank and Jan have never met the current Captain Marvel, and might not
recognize him even if they had met him since this future incarnation of
the Captain looks and acts unlike his present-day self. The Captains Hank
and Jan knew were Mar-Vell, the late original Captain Marvel, a longtime
Avengers ally who was posthumously declared an honorary member of their
group when he died of cancer; and Monica Rambeau, the second Captain Marvel,
an Avengers member who has since changed her alias to Photon out of respect
for the current Captain Marvel's familial right to the title.

Panel 6:
Hawkeye is without his conventional costuming and trick arrows since he
comes from a time period in which he had just returned from the Kree-Skrull
War and hadn't yet had a chance to retrieve or re-create his Hawkeye gear
(Hawkeye had been posing as Goliath for some time prior to this and was
still wearing his Goliath costume, but he had decided to resume his
Hawkeye identity shortly beforehand during the conclusion of the Kree-Skrull
War).


PAGE 6

Panels 1-3:
This is Hank Pym as Yellowjacket, from Avengers (v1) # 59-60. He wears the
original version of the Yellowjacket costume, equipped with stinger gloves
and vibratory wings. Pym's later version of the suit (first seen in Avengers
[v1] # 63) included goggles and improved wings that allowed Pym to actually
fly. During the period in which Pym first adopted his Yellowjacket guise
(Avengers [v1] # 59-60), he was suffering from a mental breakdown triggered
by a chemical accident: for the duration of this breakdown, Pym no longer
believed himself to be Hank Pym but instead regarded himself as the
roguishly dashing Yellowjacket, a more confident personality that the
insecure Pym subconsciously deemed more worthy of his prospective bride, the
Wasp. As Yellowjacket, the deluded Pym courted the Wasp, who played along
and married him in hopes of Pym returning to his senses, which he did
shortly after the ceremony.
Despite the awkwardness of the situation, longtime lovers Pym and
the Wasp were so happy to finally be married that they allowed the marriage
to stand, and Pym retained his new Yellowjacket costumed identity even
though he no longer retained the Yellowjacket personality. Pym's mental
and emotional instability continued to fester over the years, though,
eventually resulting in more mental breakdowns. These breakdowns led to
Pym's expulsion from the Avengers for dishonorable conduct and his divorce
from the Wasp. Pym eventually regained his Avengers membership and has
since rekindled his romance with the Wasp, but he hasn't used his
Yellowjacket identity since the divorce, and regards it as a part of his
past that he wants to put behind him. It's no surprise, then, to see the
present-day Hank and Jan react to this Yellowjacket from the past with
horrified shock: the Yellowjacket guise represents some of the hardest
times of their lives, and the Yellowjacket they see here is a mentally
deluded Hank Pym whom they'd both rather forget.

Panels 4-5:
Captain America does not normally possess superhuman strength, and has not
possessed such strength for most of his career; however, he was endowed with
superhuman strength for a period beginning with Captain America (v1) # 158.
Though he later lost this superhuman strength, he still had it during the
time period this incarnation of Captain America comes from.


PAGE 9

Panel 5:
Rick is quoting from The Wizard of Oz--an ironic comment since Rick, like
Oz's Dorothy, is cast adrift in a strange realm and protected from a
would-be destroyer by exotic but familiar companions; not to mention the
fact that Rick and Dorothy both come under the influence of masterminds
represented by giant, greenish floating heads (Dorothy's Wizard and Rick's
Supreme Intelligence).

As Giant-Man says, Immortus is an older, future incarnation of Kang.
The Avengers did not learn this until Giant-Size Avengers # 3, so the
past incarnations of Captain America, Hawkeye & Yellowjacket seen here
would not know that Kang and Immortus are different incarnations of the
same being. The Avengers first encountered Kang in Avengers (v1) # 8,
and they first encountered Immortus in Avengers (v1) # 10.

Panel 6:
Hawkeye's comments confirm what his costuming hinted, that this Hawkeye
comes from a time period just after the conclusion of the Kree-Skrull War.
During the war, Hawkeye was separated from the Avengers and made his own
way back to Earth, so he didn't know the War was over until he was reunited
with the Avengers. This Hawkeye comes from a time shortly before his reunion
with the Avengers, and before he created a new Hawkeye costume for himself;
as such, he is still wearing his Goliath costume even though he had resolved
to abandon his Goliath identity at this time. Chronologically, this Hawkeye
comes from a time period between Avengers (v1) # 97 & 98, a period recounted
in flashbacks in Avengers (v1) # 99.


PAGE 10

Panel 3:
The robed mystery man from the previous issue is revealed to be the
supposedly deceased Gustav Brandt, alias LIBRA. Brandt was a German
mercenary soldier working in Indochina when he fell in love with and married
a woman named Lua. Her brother, the infamous crimelord Monsieur Khruul,
hated Europeans and vowed to kill the couple after their wedding. The
Brandts lived on the run for some time, but they eventually settled down
long enough for Lua to give birth to a daughter. Shortly thereafter,
Khruul's men found the couple and torched their home. Lua was killed and
Gustav was blinded, but he managed to escape with their child and found
shelter with the Priests of Pama, a pacifistic sect of the alien Kree race
who had taken up secret residence on Earth. The Priests raised Brandt's
daughter to believe in their pacifistic, spiritualist philosophy and named
her Mantis for her ability to defeat male opponents using the priests'
martial arts disciplines. Gustav stayed long enough to learn the priests'
martial arts, including a mental technique that allowed him to perceive the
world around him despite his blindness, but his violent nature made him
incompatible with the priests' community and he soon departed, leaving
Mantis in their care. Brandt went on to become a founding leader of the
Zodiac crime cartel as Libra, battling the Avengers and other heroes in this
guise. Ironically, Mantis herself had grown up to become a member of the
Avengers, and because of this Libra declared a truce of sorts with the
group for some time. He did not permanently abandon his criminal career,
though, and was seemingly slain alongside the other Zodiac leaders when
their group was taken over by the Zodiac androids.

Libra first appeared in Avengers (v1) # 72. His subsequent Avengers
appearances include Avengers (v1) # 120-124 & 130-132, Giant-Size
Avengers # 3, Avengers (v1) # 133 & 135, Giant-Size Avengers # 4 &
West Coast Avengers (v2) # 26.

Panel 5:
We're given several more hints to the time period this traumatized Captain
America comes from: his reference to recently hearing that Libra may be the
father of Mantis dates back to the Avengers learning this secret in
Avengers (v1) # 122-123, roughly contemporary to Cap's then-current conflict
with the Secret Empire in his own series (in 1974 issues of Captain
America), a conflict that ended with Captain America seeing something
horrible that shook his faith and his confidence badly. Wasp, on hearing
this comment, is shocked to realize what time period this Cap comes from.


PAGE 11

Panel 5:
Songbird's familiarity with the Blue Area of the Moon is something unique
to the future Songbird, since the present-day Songbird has never visited the
Blue Area and has never been depicted as having any knowledge of it. This
is the first of several indications in this issue that the future Songbird
is more studious and serious than her present-day counterpart, and has
learned a great deal about Avengers-related subjects.


PAGE 12

Panel 3:
ZODIAC was originally a nationwide criminal organization founded by corrupt
business tycoon Cornelius Van Lunt (alias Taurus). The group had twelve
leaders based in twelve different cities, with each leader representing a
different sign of the Zodiac (such as Van Lunt being the group's Taurus).
The leaders of Zodiac believed that astrological forces ruled the universe,
and they plotted their activities using astrological plans and predictions.
Their ultimate goal was global economic and political domination, which
they sometimes pursued through high-profile acts of terrorism, mass murder
and extortion. This brought them into repeated conflict with heroes such
as the Avengers, but the greatest threat to Zodiac proved to be one of their
own members, Jake Fury (alias Scorpio). Fury came into the possession of a
powerful otherdimensional talisman known as the Zodiac Key, a sentient
object that goaded Fury on into continual conflict and saved his life each
time he was defeated, eventually reincarnating him in an android body. By
that time, Scorpio had already used the Key to create his own android
Zodiac group, and he eventually had the androids murder their human
counterparts, seizing control of the Zodiac criminal organization. Their
triumph proved short-lived, though, since Scorpio and his fellow Zodiac
androids were soon rendered inert during a conflict with the Avengers.
Since then, new Zodiac subversive organzations have appeared to menace
society, but the original leaders of the Zodiac and their android
counterparts are all long since dead or inactive.
A member of the Zodiac (Scorpio) first appeared in Nick Fury, Agent
of SHIELD (v1) # 1. Zodiac first appeared as a group in Avengers (v1) # 72.
The android Zodiac was created in Defenders # 49-50. They killed the
original Zodiac leaders (except for Scorpio and Taurus) in WCA (v2) # 26 .
The android Zodiac was rendered inert in WCA (v2) # 28. The original Taurus
died in battle with Moon Knight in WCA (v2) # 29. A third Zodiac group of
unknown origin battled the Avengers in Avengers (v1) # 396. Avengers
appearances of the original Zodiac include Avengers (v1) # 72, 82 & 120-123;
and WCA (v2) # 26 & 29. Avengers appearances of the android Zodiac include
WCA Annual # 1 and WCA (v2) # 26-28.
The image of Zodiac in this panel is adapted from a panel originally
printed in Avengers (v1) # 72. Eleven of the twelve original Zodiac leaders
are pictured here: Aquarius, Virgo, Gemini, Aries, Sagittarius, Leo, Libra,
Capricorn, Taurus, Pisces & Cancer.

Panel 4:
Zodiac's failed attempt to murder all the Geminis born in Manhattan was
recounted in Avengers (v1) # 120-122.

Panel 5:
This scene is a flashback to Avengers (v1) # 125: Captain America (returning
to the Avengers after his conflict with the Secret Empire) and MANTIS look
on as a repentant Libra surrenders to the police. Mantis, as mentioned
above, is Libra's daughter but was raised by the Priests of Pama. The
Priests knew Brandt’s child might grow up to be the Celestial Madonna (a
woman fated to bear a child of immense importance to the universe), so they
educated her, honing her mind and body to perfection. She proved especially
proficient at martial arts, defeating all her male opponents, and took her
name, Mantis, from the insects whose females kill the males. She also
developed undefined psychic and empathic powers through her mental rapport
with the Cotati, an alien race of sentient plants beings cared for by the
priests (the eldest Cotati was fated to father the Celestial Madonna’s
child). When Mantis turned eighteen, the priests stripped her of her memory
and left her in Ho Chi Minh City so that she could live among humans and
learn what it was to be human. She became a barmaid and prostitute in the
employ of her uncle, Khruul, neither realizing who the other was. The failed
super-criminal known as the Swordsman had become Khruul’s enforcer and
Mantis saw a buried nobility within him, falling in love with him and
persuading him to renounce crime and rejoin the Avengers. When he did so,
she came with him, acting as a provisional or honorary member of the group,
a role she continued to play after the Swordsman died in action defending
Mantis from Kang, who had discovered that she was the Celestial Madonna and
attempted to take her for himself. Eventually, the Avengers helped Mantis
learn her true origins, after which she married the eldest Cotati and left
Earth to mate with him. The Avengers made her membership in their team
official at her wedding as a mark of respect.
Years later, Mantis returned to Earth after raising her child to
self-sufficiency, and shared some adventures with the Avengers (see WCA #
37-39 and Annual # 3). She disappeared again, though, when Kang pursued her
anew in search of her child. To protect her child and her friends from
future attacks, Mantis willed her spirit to leave her body (something she
had done for extended periods in the past). She later appeared in physical
form in a brief encounter with Moondragon, and more recently reappeared
during The Crossing as Kang’s consort, in which role she was a deadly foe to
the Avengers. Whether that was the true Mantis remains unknown, as does why
any incarnation of Mantis would ally herself with Kang against the Avengers.


PAGE 13

Panel 1:
Libra's studies and resultant mystical skills are revealed here for the
first time.

Panel 2:
This panel depicts the aftermath of the Zodiac massacre in WCA # 26, when
the Zodiac androids murdered the Zodiac's original human leaders and took
over their organization. Libra was seemingly killed alongside the other
Zodiac founders, but he now reveals that he escaped using mystical
illusions.

Panel 3:
During the events of the Avengers crossover storyline known as The Crossing,
the Avengers were briefly allied with an adventurer known as MOONRAKER,
who claimed to be a reincarnated Libra. This revelation that Moonraker was
not the real Libra plays into widely held beliefs that some of the
participants in The Crossing could not have been who they seemed to be, and
might instead have been counterparts from alternate realities. Moonraker
was briefly a member of Force Works, a rival super-team that splintered
away from the Avengers, before aiding the Avengers and Force Works against
the forces of foes who seemed to be Kang, Iron Man and Mantis. The events
of The Crossing remain largely unexplained, though Kurt Busiek has promised
to address some of the lingering questions in the forthcoming Iron Man: Look
Back In Armor one-shot. Moonraker appeared in Avengers (v1) # 394 & 397.

Panel 4:
As Libra says, Immortus is Kang's future self. Kang despises Immortus as a
weakling, though, and does not wish to become him.

Panel 5:
Immortus has referred to himself as the guardian of the timestream in the
past, charged with overseeing the safe and orderly flow of time. More
specifically, he has been represented as an agent of the Time-Keepers (last
seen in Avengers Forever 1) who regulates a segment of the timestream on
their behalf. The Time-Keepers were revealed as the force behind Immortus in
AWC # 62.



PAGE 15

Panels 1-2:
Yellowjacket confirms that he comes from the time of Avengers (v1) # 59-60,
just before his marriage to the Wasp years ago. The wedding invitation seen
in panel 1 is the same as the invitation seen in Avengers (v1) # 60. As
noted elsewhere in these annotations, Yellowjacket was deranged at this
time, to the extent that he no longer knew he was Hank Pym and regarded
himself as a different person, a much more aggressive and volatile person.
Hank soon regained his senses, realized who he was and shook off his
unpleasant Yellowjacket personality (just after marrying Wasp in Avengers
[v1] # 60), but he would suffer further breakdowns in later years that led
to his divorce and estrangement from the Wasp (in Avengers [v1] # 213-214),
though they have since reconciled (having renewed their romance in the
interval between the Heroes Return limited series and Avengers [v3] # 1).
All of this happened while Pym was still in his Yellowjacket identity, so
seeing Pym as Yellowjacket is an unpleasant shock for Wasp and the
present-day Pym, especially since this Yellowjacket is so completely
deluded.

Panels 3-4:
Songbird comfirms that she comes from what we regard as the future, and
that she is a member of the Avengers in that future. The mansion she refers
to is presumably the team's traditional headquarters, Avengers Mansion.
Songbird mentions Oort the Living Comet and his Solar Squadron, foes the
present-day Avengers have yet to fight, but Oort himself has appeared once
before in AWC # 61: in that story, Immortus was conjuring up deceased
Avengers friends and foes from various eras to battle the Avengers as the
third Legion of the Unliving. That Legion's members included Oort, a
helmeted, costumed villain whom the Avengers had never seen before, but
who professed an enmity with Avengers member Quicksilver. Oort could fire
energy blasts from his hands, and proved a sufficiently swift shot to tag
the super-swift Quicksilver. While Quicksilver and the other Avengers were
unfamiliar with the villain, Oort seemed to know them and blamed Quicksilver
for his death (one wonders if Roy Thomas, the writer of AWC 61, simply made
up Oort since since Quicksilver was one of the few Avengers lacking a
distinctive, deceased arch-enemy all his own). Whatever his origins and
motivations, Songbird's comments seem to confirm what the earlier Legion
of the Unliving incident implied, that Oort was a villain the Avengers
would face in the future, a villain who is fated to eventually die in
conflict with them.

The scene in panel 3 depicts a future team of Avengers (apparently including
Songbird, Justice and a bearded Thor) in conflict with the aforementioned
Solar Squadron, whose members include a robed woman with a fiery staff
(shown striking Justice) and a bearded, dark-haired man (shown being struck
by Thor).

As the caption in panel 4 indicates, Wasp has fought Songbird (formerly
Screaming Mimi) once before: in Avengers [v1] # 271, when Songbird (then
known as Screaming Mimi) and Grey Gargoyle busted the second Yellowjacket
(Rita DeMara, a bitter foe of the Wasp) out of prison on behalf of the
Masters of Evil. Wasp defeated and captured Mimi and the Gargoyle with the
aid of fellow Avengers member the Black Knight (Dane Whitman) and Paladin,
a costumed mercenary who was then dating the Wasp. DeMara escaped, but was
later captured along with most of the other Masters.

Songbird first appeared in her former criminal guise as Screaming Mimi in
Marvel Two-In-One # 54. As Mimi, Songbird fought various Avengers members
and associates on several occasions, including...

...Marvel Two-In-One # 56 (alongside Thundra and the Grapplers, defeated
and captured by Thing, Quasar [III] and Giant-Man [II] during mission to
sabotage Project Pegasus on behalf of Roxxon Oil)

...Marvel Two-In-One # 96 (alongside Grapplers, battled Captain America in
unsuccessful attempt to attack the hospitalized Thing)

...Thing # 33 (alongside Grapplers, assaulted Thing)

...Avengers (v1) # 271 (alongside Grey Gargoyle, freed Yellowjacket II from
prison on behalf of Masters of Evil but was defeated and apprehended by
the Avengers and Paladin)

...Avengers Spotlight # 28-29 (alongside new partner Angar the Screamer,
framed Hawkeye and Mockingbird for bank robbery only to be captured by
Hawkeye and imprisoned in the Vault under the supervision of the Avengers
and the Fantastic Four)

...Captain America (v1) # 389-390 (alongside army of female superhumans,
battled Captain America and Paladin on behalf of Superia)

...Avengers Unplugged # 4 (with Angar and Klaw, battled Avengers at wedding
of Absorbing Man and Titania).

Since then, Screaming Mimi adopted a new identity as Songbird and joined
several other former Masters of Evil in forming a new group known as the
Thunderbolts, a group trying to atone for its criminal past and win public
acceptance through heroic acts. The Thunderbolts have encountered the
Avengers only once before, when they helped the Avengers and the Fantastic
Four thwart the world domination schemes of the Thunderbolts' former leader,
Baron Helmut Zemo. Despite this incident and several other instances of
heroic acts on the part of the Thunderbolts, the team's members are still
wanted for their past crimes and are considered outlaws by the Avengers,
the authorities and the general public. Most recently, Hawkeye (a longtime
Avenger who came from an outlaw background himself) has defected from the
Avengers to become the leader of the Thunderbolts, aiding them in their
quest for redemption and recognition. How the Avengers will respond to
this is unknown, but will be made clear in the forthcoming Avengers (v3) #
12 when the Avengers and the Thunderbolts meet for the second time.

Panel 5:
The scene shown here and recounted by Hawkeye comes from the flashback in
Avengers [v1] # 99 taking place between the events of Avengers [v1] # 97 &
98. Clint Barton, then known as the second Goliath since he had been using
Hank Pym's growth formula to achieve gigantic size, had saved Earth from a
Skrull doomsday weapon during the final hours of the Kree-Skrull War. Barton
defeated the Skrulls using makeshift archery weapons, an incident that
helped him decide to abandon his then-current Goliath identity and resume
his earlier guise as the costumed archer Hawkeye. Still clad in his Goliath
costume, Barton made his way back to Earth with the assistance of the
Supreme Intelligence, but found himself stranded alone in Europe, with the
other Avengers not knowing he had survived the war and returned to Earth.
He found work and transportation with Rudolfo's traveling carnival, whose
troupe included an amnesiac Hercules, Hawkeye's former Avengers teammate.
It is at this point that Hawkeye (still wearing the remnants of his Goliath
costume) is shifted through time to participate in the events of Avengers
Forever # 2. In ordinary time, Hawkeye and Hercules soon made their way back
to America and were reunited with the Avengers in Avengers (v1) # 98-99.


PAGE 16

Panels 1-2:
The late EON was a cosmic being of vast knowledge and immense power who
came into existence shortly after the birth of the universe, and is said to
be an offspring of Eternity, the personification of all life in the
universe. As a sort of cosmic custodian, Eon was responsible for the
promotion and protection of life throughout the universe. To this end, Eon
empowered and mentored a series of champions, each on of whom was known
during his or her lifetime as the Protector of the Universe. The first
champion Eon appointed as Protector was Glakandar, active five billion
years ago. More recent champions include the late Captain Marvel (Mar-Vell)
and the current Protector of the Universe, Quasar (Wendell Vaughn), both
of whom are affiliated with the Avengers. Most of these Protectors, like
Quasar, were armed with "quantum bands" of Eon's creation that allow their
user to manipulate vast amounts of energy in a nearly limitless variety of
ways. The only exception was Mar-Vell, who did not wield the quantum bands
since they had gone astray after falling into the hands of an unauthorized
user, Robert Grayson, the 1950s hero known as Marvel Boy (who in one reality
was a member of a 1950s version of the Avengers). Grayson accidentally
killed himself through his inability to control the quantum bands, which
eventually fell into the hands of Vaugn, who became an adventurer as Marvel
Man and later changed his name to Quasar. When Mar-Vell died of cancer, Eon
recruited Quasar as the new Protector of the Universe, a position Quasar
continues to fill to this day. Eon was eventually killed in Quasar's
conflict with the anti-life adversary known as Maelstrom, but Eon's
offspring Epoch has since emerged to take Eon's place as Quasar's mentor.
Eon first appeared in Captain Marvel (v1) # 29.

Apparently, Ego the Living Planet uses Eon's vast corpse as a weapon
against Earth at some point in the future, a gambit defeated by the future
Avengers. Eon's corpse has been used for this purpose once before by the
interstellar menace Thanos, as seen in Quasar's ongoing series.

EGO THE LIVING PLANET is a sentient planet that gradually developed
a worldwide consciousness and personality. Unfortunately, Ego's personality
is selfish, malicious and often unstable, leading it to threaten the
beings and worlds that cross its path. Its recurring foes include founding
Avengers member Thor and longtime Avengers allies the Fantastic Four. Ego
can reshape and manipulate its entire planetary structure or any segment
of that stucture at will. It can also form distinct beings from its mass
and control those beings thereafter, an ability that Ego has contemplated
as a means of interplanetary conquest in the past. Ego can consume and
digest any life forms unlucky enough to land on its surface, and Ego will
readily destroy anyone opposing its goals. Mister Fantastic once fitted
Ego with a sidereal propulsion unit designed to rocket Ego away from Earth,
but the living planet has since learned how to control the propulsion unit
and is now fully mobile, posing a greater threat to the universe than
before. Ego first appeared in Thor (v1) # 132.

As Rick says, the new CAPTAIN MARVEL is a future incarnation of Genis-Vell,
prodigal son of the late original Captain Marvel, the legendary alien hero
Mar-Vell of the Kree. After Mar-Vell's death, his lover Elysius used his
genetic material to produce his son, Genis. To protect Genis from Mar-Vell's
many enemies, the child was artificially aged to adulthood in a very short
span of time and imbued with false memories of growing up on Titan among his
late father's friends and associates. Genis became an explorer and an
adventurer like his father, albeit a rather rash and unwise adventurer at
first, one regarded by many as a dissolute buffoon unworthy of his father's
legacy. Regardless, he gradually became known as the new Captain Marvel
thanks to his father's reputation, and despite his own reluctance to assume
that name. By that time, an Earthly heroine and Avengers member had become
known as a new Captain Marvel (Monica Rambeau), but she soon conceded the
title to Genis out of respect for Mar-Vell's legacy after Genis and Rambeau
teamed up to defeat the Controller. Genis has been gradually maturing into
his inherited role as a hero, but must live down a reputation as a shallow
fool thanks to his earlier, less impressive exploits. As a longtime friend
and former partner of Mar-Vell, Rick Jones resents Mar-Vell's instant heir
Genis and has little respect for the junior Captain Marvel. Jones and Genis
quarreled bitterly in their one previous meeting, during which Jones
exploited Genis on his TV talk show and an angry Genis trashed Jones's
studio.
Jones also apparently resents the fact that Genis is destined to
become an Avenger--not just because he has little respect for Genis and
regards him as inferior to Mar-Vell, but because Jones himself was long
frustrated in his efforts to win full Avengers membership, bitterly
parting company with the Avengers when he was passed over for membership
during the team's first major roster reorganization.
The future Genis looks and acts very much unlike his present-day
self. His manner is more serious, his speech more formal, his attitude more
cynical. He wears a new costume reminiscent of his late father's final
uniform, and his white hair has turned blond as his father's did when
Mar-Vell was endowed with "cosmic awareness" (a form of extrasensory
heightened consciousness) by Eon; unlike Mar-Vell, though, Genis's hair
seems to turn back to white when he is using his energy powers. The starry
pattern that appears and disappears on Genis's form hints that Genis may
have obtained the "cosmic awareness" previously bestowed on his father,
since Mar-Vell's use of his cosmic awareness was accompanied by a similarly
stellar appearance. Essentially, this Genis seems older and wiser, more like
his father, but more bitter than either Mar-Vell or the present-day Genis.
What makes the future Captain Marvel so bitter is thus far unclear, as are
whatever secrets he may be hiding from the other Avengers.
Genis first appeared in the second Silver Surfer ongoing series
and became an occasional recurring guest star in the Surfer's series and
related books such as Cosmic Powers Unlimited. He spun into his own
Captain Marvel series, but it only lasted six issues. Prior to Avengers
Forever, his first and only Avengers appearance to date was Avengers
Unplugged # 5, in which he helps the previous Captain Marvel (Monica
Rambeau) and her Avengers allies defeat the Controller, prompting Monica
to concede the Captain Marvel alias to Genis and rechristen herself Photon.
Inactive Avengers member Starfox (who also appeared in Avengers Unplugged
# 5) was one of Mar-Vell's closest friends, and has become a close friend
to Genis as well.

Panels 3-4:
Panel 3 is a flashback to the events of Avengers Forver # 1, when the
Avengers (including Captain America, Iron Man and Giant-Man, all shown here)
delivered an ailing Rick Jones to the Supreme Intelligence. As Rick notes,
Giant-Man and Wasp have adopted new costumes since then. Giant-Man's new
outfit was adopted in Avengers (v3) # 10. Wasp's new outfit hasn't been
seen prior to this series, but as Rick says it's not unusual for the
fashion-conscious Wasp to change her costuming frequently.

Panel 5:
Captain America starts to describe the events of the time period he came
from, but Wasp finishes the account for him on the next page.


PAGE 17

Panels 1-4:
Wasp recounts Captain America's conflict with the Secret Empire, a
clandestine subversive organization that covertly infiltrated positions of
power but also committed overt acts of crime and terrorism in pursuit of
their goals. Cap battled the second incarnation of the Empire, which
conspired to ruin his reputation as a prelude to their attempted conquest
of the United States. Cap foiled the Empire's plans with the aid of his
partner the Falcon and the X-Men, but when Cap pursued the Empire's
leader, Number One, into the White House, he was shocked to learn that
Number One was a very highly placed government official (it is implied
that this official was the President of the United States, though that is
never openly stated). Number One admitted his crimes and, before Cap could
stop him, committed suicide rather than face the disgrace of capture and
punishment. Number One died in Captain America (v1) # 175, and Cap was so
disillusioned and traumatized by the experience that he decided to retire
from his Captain America role in Captain America (v1) # 176 since he was no
longer comfortable with serving as a symbol of America. He left the Avengers
and abandoned his Captain America guise, trusting his then-current partner
the Falcon to continue his work. Cap soon returned to action in a new,
non-nationalistic identity as Nomad ("The Man Without a Country") in
Captain America (v1) # 180. Before long, though, he was shamed into resuming
his Captain America guise when a new, would-be Captain America wearing his
costume was slain by the Red Skull in Captain America (v1) # 183.
Rededicating himself to his mission, Steve Rogers returned to his work as
Captain America and has continued to fight the good fight ever since.

The original Secret Empire (then a subsidiary of the larger subversive group
HYDRA) first appeared in Tales to Astonish (v1) # 81. It had collapsed as of
Strange Tales (v1) # 149, thanks in part to its unsuccessful clashes with
the Hulk, the Sub-Mariner and SHIELD agent Gabriel Jones. A new, independent
Secret Empire had formed as of Amazing Adventures # 11, plotting to
discredit Captain America and conquer the United States until they were
defeated by Cap, the Falcon and the X-Men in Captain America (v1) # 175.
The Secret Empire reformed a third time as of Defenders # 123 under
the leadership of Professor Power, repeatedly battling the Defenders.
Most recently, the Secret Empire regrouped under the leadership of the
Viper, but their plans were thwarted by Hawkeye in the second Hawkeye
limited series.


PAGE 19

Panels 2-3:
Chronopolis, the capital of Kang's cross-temporal empire, has appeared
before, most notably in the "Citizen Kang" crossover storyline concluding
in Avengers Annual 21 and its sequel, the Avengers: Terminatrix Objective
limited series.

As Wasp says, it's very unusual to hear Songbird speak so knowledgably
about Chronopolis, another indication that the future Songbird is an
experienced and studious Avengers member.


PAGES 20-21 (two-page spread)

Panel 1:
On the wall we can see a Zorro movie poster.