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MARVEL ASSEMBLE!

FALCON: BIRD OF PREY #3
 Written by CHUCK DIXON/DARWYN COOKE
 Plot by SHAGGYDOO
 Art by DARWYN COOKE
 "Frequent Flyer" Part 2 of 2
 Guest Starring Team America!
 Falcon is a one-man 50 State Initiative. He rules the skies and he sees everything from a birds-eye view, but what about the land. Meet his ground crew the former stunt bikers and meta-human, Team America. Falcon and Team America have been on a high-speed chaotic countrywide chase of the vehicular super-villain Overdrive. Too bad that their prey can enhance and upgrade any vehicle he's in contact with from a bicycle to a monster truck to a stealth fighter jet!
 32PGS./Rated T $2.99

AVENGERS #3 ***Dawn of the Devil Tie-in***
 Written by GRANT MORRISON
 Plot by SHAGGYDOO
 Art by JIM LEE/ JEROME OPENA
 "Man of Steel" Part 3 of 3
 Mephisto has made an incredible offer to the Avengers. No more Super-villains. Angela, Prime, Wasp, Thor, Iron Man, Luke Cage and Loki(?!?) have to make the ultimate decision. However, Avengers don't make deals with demons...well maybe Loki does. Introducing Loki's other superheroe team...the Masters of Evil!?! Captain America pays a visit to imprisoned powerhouse formerly known as Super Sapien, but revealed to be Super Skrull. He wants him to join his New Avengers and along with Miraclewoman, Redwing, Kick-Ass and Squirrel Girl they want to take out the true threat to Earth..Loki. Even if it means going through his former teammates!
 32PGS./Rated T $2.99

THOR & THE WARRIORS THREE***Dawn of the Devil Tie-in***
 Written by BRIAN Q. MILLER
 Plot by MCGAFFER
 Art by DALE EAGLESHAM
 "TOMORROW THE SKY FALLS"
 The skies above Europe split open as lightning thrashes the desperate battles on the ground. Soon though all heads turn to the heavens, even the undead Nazis, as the grudge match of the year unleashes chaos continent wide. Thor vs Mephisto! The Devil has finally come out to play and it's hell on earth for everyone if Thor fails to put the demon back in his place. Below the battle millions of Mephisto watch in glee as the Cabal's evil army finally claims Europe. And to celebrate their victory they will have a traditional round of executions! The Warriors Three and Lady Sif will do.
 The Twilight Crown drips with blood as it refuses to rest upon Odin's brow. It seems it will choose it's own bearer!
 32 PGS./Rated T+ …$3.99

CAPTAIN AMERICA #3
 Written by JAMES ROBINSON
 Art by ETHAN VAN SCIVER
 Plot by RED FALCON
 "Origins, Part 3"
 After completing his training at Camp Lehigh, Steve Rogers is ready to become Captain America. Before he gets sent to the front lines, he meets with President Franklin D. Roosevelt and is given his iconic shield.
 32 PGs./Rated T...$2.99

IRON MAN #3
 Written by ROBERT KIRKMAN
 Plot by SHAGGYDOO
 Art by BRYAN HITCH
 "The Architect" Part 3 of 3
 Earth 668. A twisted Tony Stark aka Iron Man rules the world and nobody can stop him. That is until he faces a contingent of killers donning Stark Tech armor and weaponry that has yet to be invented. They want from him the same thing they obtained from other slain Tony Starks throughout the multiverse...his heart!
 Lady War Machine continues her path of destruction throughout the world. She's defeated War Machine, Iron Man 2.0 (Shang Chi) and Rescue all while wearing the latest cybertech invented by Tony Stark. It's time for the original Iron Man to get back in the game, however it's all part of bigger plan. J.R. Ewing and Sunset Bain plot to take over Stark Industries and they always get what they want.
 32PGS./Rated T $2.99

SPIDEY #3
 Written by JOSS WHEDON
 Plot by GLOBAL HONORED
 Art by GREG CAPULLO
 "SHATTERED DREAMS"
 Spider-Man and Cardiac must set aside their differences to take on two super-powered villains inside Alchemax. Hydro-Man would be enough of a problem on his own but as the two costumed "menaces" have just discovered, Morris Bench isn't working alone. Introducing Peter Parker's boss, mentor, and idol as we never knew him...for the brilliant Doctor Otto Octavius has an angry alter-ego, DOCTOR OCTOPUS! Peter now understands why the doctor has been working after hours and just what he himself has been helping create - a monster. As his innocent illusions come crashing down, so do the walls of Alchemax, home of the most advanced and dangerous scientific advancements on the planet. Spidey and Cardiac may be in over their heads, having to duke it out with Doc Ock and Hydro-Man and save the city from super-powered collateral damage if this building goes down at the same time. Maybe the neighborhood isn't so friendly after all.
To be continued...
 32 PGs./Rated T...$2.99

BLACK PANTHER: KING OF THE DEAD #3
 Written By CHRISTOPHER PRIEST
 Plot By MARVELL2100
 Art By ADI GRANOV
 "Raise the Dead" Part 3: The Dead Tell No Lies!
 While Shuri prepares Wakanda for war, Hunter and the Hatute Zeraze arrive on the island in search of Kiber! But what they find is far worse! Can they make it off Kiber Island in time to warn Shuri or is their fate already sealed? Back in Necropolis, T'Challa convenes with the spirit of his father T'Chaka for answers. Did Wakanda really send over 20 million people to their death? Meanwhile the two mysterious figures are revealed! Desmond and Phoebe Mars are the people behind Kiber's return and will use him to destroy Wakanda and gain control of the rare metal Vibranium!
 32 PGS./Rated T+...$2.99

AVENGERS INTERNATIONAL #3
 Written by BRYAN Q MILLER
 Plot by ROZEN
 Art by FIONA STAPLES
 Latveria! Land of the all-powerful and ever-generous dictato-er king, Victor Von Doom! Come see the exotic sights and exquisite culture! Kneel before the might of Doom himself (hey, don’t look at us, there are Doombots behind us that will shoot on sight if we don’t say anything nice.)! Anyway, our hounded trio are stuck here, and Carol has given out a signal from the crash-landed Quinjet, calling for any and all Avengers that can help them off. One man, on the other hand, may have different plans. His name is Antaeus, and he has his sights on Sable as well. Naturally, the three stand their ground (or else this series would’ve been far shorter), setting the stage for a clash! Antaeus may not be alone, however, as someone else is giving him info and watching from behind the scenes. A certain someone from Sable’s past...
 32pgs/Rated T...$2.99

MASTERS OF KUNG-FU #3***Dawn of the Devil Tie-in***
 Written by CHUCK DIXON
 Plot by SHAGGYDOO
 Art by STUART IMMONNEN
 "A Tale of Two Cities" Part 2 of 2
 Orson Randall aka the original Iron Fist is ready for the biggest challenge of his long life. Mephisto's associate Master Khan must die. To do so he's recruited some old friends and is bringing the band back together. The original White Tiger, Fat Cobra, Abe Brown, Tiger's Beautiful Daughter, The Prince of Orphans and Shang-Chi. It's Expendables meet Enter the Dragon and there will be no sequel.
 32PGS./Rated T $2.99

MARVEL GLOBAL! PART 1

LADIES OF SHIELD #3
 Written by KELLY SUE DECONNICK
 Plot by GLOBAL HONORED
 Art by OLIVIER COIPEL
 "WELCOME TO THE WORLD OF LIES"
•Madripoor Grand Hotel: Agents Romanova and Drew, working undercover, have infiltrated the penthouse suite where a meeting is set to take place between the world's most dangerous terrorist organizations. Lucia Von Bardas is in the room. Intel suggests she has organized this, but now it appears she is communicating with an outside source. Is Von Bardas taking orders from someone else? Who really is behind this axis of super-evil? Agent Drew slips away and attempts to contact their surveillance team but Mockingbird and Cavalry are not answering. Something is up.
•The Market District: Agent 13 and Quake have captured Sin and taken her to a secure location for interrogation. But Sin insists the fools at SHIELD have it all wrong. She isn't here to work with Von Bardas, she is in Madripoor to kill her and sabotage this proposed union of terror. SHIELD doesn't know what they are dealing with. This is the end of everything. Sin is working with a mysterious group that will truly save the world after SHIELD and the so-called heroes have botched it for so long. They must let her go immediately so she can do her job or the world will burn. Can Sin be trusted? Is anything she is saying true?
•In the basement of the Madripoor Grand Hotel: Speaking of interrogation. Madame Masque and her security team have abducted Agents Morse and May after stumbling on to their set up. Von Bardas has been contacted that SHIELD is here, but she calmly responds that they were expected. Keep them comfortable, it will all be over soon.
•Washington, D.C., Headquarters of the World Security Council: Alexander Pierce takes a private and secure meeting via telecom with....Madripoor?
 "Yes Lucia, it's called leverage. That is why I sent them. You agree to our terms and there will be more than enough to go around. The master shall provide to all his loyal servants. The world will be rebuilt to his desire whether you like it or not. Right now it is all about dividing that new world up and claiming some of those pieces for yourself. You convince the others of that. Make sure they understand what is at stake here. As for our friends in SHIELD, they're to keep you in line. Once you and your kind are on board, then frankly you can do whatever you want with them, although I have found them to be a great asset to keep in pocket. Don't worry Lucia, they really don't know what the hell is going on. Let's keep it that way."
•TO BE CONTINUED...
32 PGs./Rated T...$2.99

ALPHA FLIGHT #3
 Written by BRYAN LEE O’MALLEY
 Plot by SUPERCOOPER
 Art by TY TEMPLETON
 “RECRUITS AND REGRETS” Part 3 of 3 “POSSESSED OF A POWER SO GREAT”
 In fifteen minutes time, the small logging town of Bear Brook, Alberta, and its Wendigo-afflicted inhabitants, will be no more…and it will be all Alpha Flight’s fault! Outside of town, Shaman and Snowbird have made the unthinkable choice, and have begun casting the spell that will transport Bear Brook into the realm of the Great Beasts, permanently! But it may be too late….because in Ottawa, Mac, Walter and Heather have discovered the cause of the mysterious electromagnetic flares: a vault of ready-to-use Guardian suits! And when the Prime Minister himself arrives and locks in the coordinates for the next explosion, the Department H-bound Alphans will have to watch in horror as the small town gets torn apart…and the Wendigo energies are absorbed into their newest recruit, Wild Child! Meanwhile, in Vancouver, a pair of super-powered twins crash land on the shoreline after a cross Pacific flight...and fall into the sights of Canadian crime lord Deadly Ernest!
 32 PGs./Rated T...$2.99

BIG HERO 6 #3
 Words & Art by MIKE ALLRED & FELIPE SMITH
 Plot by PERSONAMANX
 Chapter 3 - "KABUKI: OPERATION HAIRY BABY"
 LORD DEATHSTRIKE and his HAND NINJAS rule Tokyo's underworld with an iron fist. But will their newest recruit former BIG HERO 6 member GO-GO-TOMAGO lead to their downfall? The 77 category Two KAIJU surrounding their base will hopefully prove to be an ample deterrent. But they may need a few more to stop WASABI-NO-GINGER's investigation.
 HONEY LEMON with the assistance of BAYMAX and FREDZILLA plan their own operation into the inner workings of the Hand but they did a freelance agent. Will HIRO HAMADA be able to charm the ninja AMIKO KOBAYASHI into infiltrating the Hand? Of course, it sounds fun. But will her Step-Mother YUKIO allow it?
 Fine out in the next exciting issue of BIG HERO 6!
 32PGs./Rated A...$2.99


MARVEL GLOBAL! PART 2

HYDRA NATION #3
 Written by BRIAN AZZARELLO
 Plotted by WHITORO
 Art by DANIEL ACUNA
 "BRAND NEW TOMORROW"
 The Imperial Hydra raises his pistol. He points it at the young mutant that opposes him. He shoots. He doesn’t know that Nomi Blume’s powers can rival those of Magneto. The bullet jumps back, and pierces the accursed leader through his head, leaving his corpse fall back. The Nation of Hydra is saved, but the corpse reveals a nefarious truth: behind the mask there isn’t the real Imperial, but a robotic duplicate. The enemy of the nation is still alive, roaming the world, assembling his new organization, and by his side, none other than Baron Strucker! As his son and daughter fight side by side to defend the new state, the old man plots with the Imperial to spread their gospel of hate and devastation, recruiting supervillains like Corruptor and Graviton to his cause. A war is coming, a war that will live through the ages, a war that the new HYDRA needs to win… and the enemies are not the Avengers or SHIELD this time, but the Past itself.
 32PGs./Rated T...$2.99

INVADERS INITIATIVE #3
 Written by FRED VAN LENTE
 Plot by SUPERCOOPER
 Art by JEFTE PALO
 “MAY CONTAIN SCENES OF CARTOON VIOLENCE”
 It’s pandemonium in the streets of New Delhi…at least it will be if the cartoon costume wearing terrorist organization Celluloid Nation get their message out! But before they hit the streets they’ll have to face Invaders Initiative agents JIM HAMMOND, THE HUMAN TORCH, who hates terrorists; BLACK TARANTULA, who hates poorly made propaganda films; and SCARAB, who really, really hates cartoons. But this pyrokinetic android war hero, deposed powerhouse crime lord, and forsaken but bloodthirsty lieutenant of Set will have to be quick and subtle if they don’t want to cause a panic! Meanwhile, in Geneva, the bloody and bruised SHOCKER comes face-to-face with the shadowy heads of the Initiative, Alexa Hertz-Franoski, Osmer Zacharias Bone, and Zhu Zhao, who offer him a clean slate and a new job teaching engineering at any school in the world…if he kills his teammates, first!
 32 PGs./Rated T...$2.99

TAKE A.I.M.! #3
 Written by DENNIS HOPELESS
 Plot by EXCITER
 Art by SEAN MURPHY
 “GET YOUR ASS TO MARS”
 M.O.D.O.K. just totally recalled the perfect staging ground to plan his A.I.M. coup d'état... Mars! Rich natural resources, plenty of privacy, and… angry, primitive, territorial natives? They weren’t in the plan! Good thing that M.O.D.O.K. isn’t the type that gets easily discouraged. It’s subjugatin’ time! M.O.D.O.K. and his colleagues Whiplash, the Living Laser, the Lizard, and the Spot have a manifest destiny and it’s to conquer the Red Planet! But can A.I.M. really annex an entire world, or has M.O.D.O.K.’s head finally gotten too big? The answer to that question gets more complicated when a cosmonaut living on Mars calls in a little assistance from back home… enter M.O.D.O.K.’s arch-nemesii, the Winter Guard! Problematic, yes, but M.O.D.O.K.’s not about to let them stop him from painting the planet red(er)! The battle is fierce, but can either team survive when their fighting unexpectedly draws the wrath of the gods of Olympus Mons?
 32 PGs./Rated T...$2.99

THE NEW AGENTS OF ATLAS #3
 Written By DAVID LISS
 Plot By MARVELL2100
 Art By STEFANO CASELLI
 "THE HUNT FOR THE COSMIC CUBE" (Part 3)
 2 years ago!: Atlas Director Peter Gyrich meets with an unidentified person and together they set a plan in motion!
 Today!: The Kube Kult has risen out of the shadows, poised to shake up the world and they have a Cosmic Cube to make it happen! Anna, Kasper, Romany and Jason have been on the trail of Victorius and have one chance to grab the Cube before it becomes fully powered! As they battle their way through the Kult shock troopers, Jason is mere inches away from reaching the Cube when he is suddenly swatted away by a powerful blow! The stunned Atlas agents turn to see a man walk out of the shadows with Victorius by his side! Even more shocking is that he looks exactly like one of the world's greatest heroes, Steve Rogers, Captain America! Next Issue: American Nightmare!
 32 PGs./Rated T...$2.99

MARVEL GLOBAL! PART 3

ROGUE AGENT #3
 Written by MATT FRACTION
 Plot by GLOBAL HONORED
 Art by TRADD MOORE
 "GREAT BALLS OF FIRE"
•On an unmapped private Caribbean Island (see last issue): Special Agent Rogue explores the seemingly abandoned research facility marked "Rising Tide." Communications with her team go dead once inside the steel walls, which may be a problem as she reaches the basement to discover the laboratory of Dr. Karl Malus. But the real trouble is what the mad scientist has just released from a half dozen stasis tubes...human test subjects that are burning red and from the fact they just slung our hero across the room...possess superhuman strength as well. And evidently they can regenerate...uh oh! Did that one just shoot a fireball?!?
•Looks like it's time to test out SHIELD's shiny new weapon. Rogue must summon the energy absorption abilities of Carol Danvers, the healing of Wade Wilson and the icy cool touch of one Bobby Drake. Hey boys, ya'll wanna rassle lil' o' me? Well come on then! *FIGHT*
•Back in California @ SHIELD's Project Rogue Mission Control: Agent Leo Fitz is missing! His personal doctor Karla Sofen shares her concerns for his safety and sanity, claiming he may be dangerous to himself as well as the mission. Agent Jemma Simmons doesn't believe it. She knows something isn't right and convinces Marcus Johnson to help find her friend before he falls into enemy hands, if it isn't already too late. The truth may be closer than they suspect.
•Location Unknown. Headquarters of The Rising Tide: A battered Dr. Malus reports in, "Phase One testing is now complete. Subjects lost but only after extreme physical excursion and opposition from an Alpha Level mutant. You will be satisfied with these results. A little tinkering and nothing will stop our army. I recommend moving forward with expansive integration of the Extremis procedure at once." The Founder responds, "Very good, Doctor. Let SHIELD have the island. It has served its purpose. Destroy as much evidence as possible and then return home. We have much work to do. And our most valuable asset is on the way as we speak...."
•What is The Rising Tide? Who is their Founder? And what has happened to Leo Fitz? Find out all this and more next month, same Rogue channel, same Rogue time!
32 PGs./Rated T...$2.99

SHIELD’60 #2
 Written by LEE CHILD
 Plot by WHITORO & GLOBAL HONORED
 Art by MICHAEL LARK
 "ENEMY OF ALL"
•1965. Nick Fury abandons the arms of young countess de Fontaine and the whole French party to sneak within the secret lair of Albert Malik’s, underneath his castle lost in the mountain of French. What he finds below the ancient structure is pure insanity… the Soviets are continuing an old project put together by the Third Reich, attempting to create a breed of supersoldiers similar to the lost Captain America. Fury is ready to stop them and blow the whole base to hell…
•Commandos in green uniforms attack the castles and the guests. Enemies of Albert Malik and the Soviet Union, but not friends of Nick Fury and SHIELD. Who are they and what do they want? And why, not only they steal Malik’s resources and data, but also kidnap the beautiful de Fontaine? Nick Fury springs to the rescue, and faces the true identity of the enemy: HYDRA!
•The Phantom Punch File. Lewiston, Maine. The rematch for the world heavyweight title is set and this sleepy New England town is overrun with unusual visitors. The former champ, Sonny Liston is here with his camp of burly looking Vegas mobsters. Then of course is the brash young champion now known as Muhammad Ali who is surrounded by Elijah Muhammad and supporters from the Nation of Islam. Celebrities and high ranking public officials have made the trip. And on assignment from SHIELD is former golden gloves champion and super fight fan himself, Dum Dum Duggan who has a ringside seat as well as Gabe Jones, who is working undercover inside the Nation of Islam after receiving intel of a planned assassination attempt to go down during the bout. But who is the target? Elijah Muhammad? One of the Vegas bosses? Any of the high dignitaries that will be in attendance? Dum Dum and Gabe have little time to get to the bottom of this, it's Fight Night!
•The fighters have made their way to the ring. Time is running out. Gabe Jones searches the now vacant locker room area of the small town arena. There is nothing suspicious in Liston's dressing room. Ali's checks out. But wait, what is this...a third filled locker? Uh oh, inside is a robe that when activated becomes some sort of cloaking device and it appears one hanger is empty. That means the assassin is in the arena and he's invisible. And look at this, a picture of the target - the champ himself! They plan to knock off Ali in front of the world. Duggan, get back here fast and suit up. Dum Dum Duggan takes to the ring against the would-be killer in the fight of the century that literally no one will see. Well, except perhaps for an unintentional Phantom Punch. Can SHIELD save The Greatest and his title belt?
32 PGs./Rated T...$2.99

SPYMASTER #3
 Written by SCOTT SNYDER
 Plot by SHAGGYDOO
 Art by J H WILLIAMS III
 "SPYGAME" (Part 2 of 4)
 For years they have been the ultimate rivals in a hidden stealth world that no one sees. It finally comes to head as Spymaster and Chameleon enter the deadliest game of cat and mouse. With 2 masters of disguise, you never know who's who and you can't trust ANYBODY. Super-spies Richard and Mary Parker have decided to get back in spy game, but this decision has them both marked for death...again.
 32PGs./Rated T...$2.99

S.T.I.C.K. #3 (of 4) ***A Marvel Global Mini-Series***
 Written by G WILLOW SMITH
 Plot by MCGAFFER
 Art by AMANDA CONNER
 "ROUGHEST DIAMONDS"
 S.H.I.E.L.D. has been fooled, Stick was resurrected by the Hand months ago and now he's finished maneuvering them into position. The Rejects feel betrayed as Stick leaves them in the dust and SHIELD drops them where they stand.....or have they? SHIELD are trying to fight off the Hand takeover but they've forgotten something, Nick Fury's car which also seems to be programmed for the Helicarrier's location! Davey Aldred's job was to get the coffee, and he still managed to almost take Fury's good eye out. He was on his way out when Stick requested him. Jenny Welsh had been hired by SHIELD after scoring a Reed Richards level score on an aptitude test, as it turns out she was a high school dropout who happened to just pick every right answer - what are the odd's of that? She was being dropped when the request came in. And the less said about the Horatio twins the better, it was said they were only still around because they owed SHIELD so much money for repairs! But Fury's banking on there being a spark of Stick still there, after all he got exactly what he said he'd need - unpredictability, dumb luck and an innate ability to find a way to survive! The Rejects are coming to save SHIELD!
 32 PGs./Rated T…$2.99

MI-13 #3
 Written by PAUL JENKINS
 Plot by RED FALCON
 Art by ALAN DAVIS
 "SMALL MIRACLES"
 Now that Pete Wisdom has escaped from the alternate Britain, he must save his teammates from the real Jim Jaspers. And he must do it with the help of Micromax.
 32 PGs./Rated T...$2.99

MARVEL KNIGHTS!

THE PROWLER #3
 Written by DUANE SWIERCZYNSKI
 Plot by SUPERCOOPER
 Art by KERON GRANT
 “THE CHANCE ENCOUNTER”
 It’s a literal blast from the past as Hobie Brown, the Bronx’s own vigilante the PROWLER, gets taken down by a dozen different cat burglars and crooks he used to run with! But New York City’s D-list underground haven’t come to threaten Hobie….they’ve come for protection, and reveal that over twenty small-time criminals have been brutally slaughtered in the past month alone! With his troubled past behind him, the Prowler will have to decide if he should, or even could, save his former friends and allies from ruthless justice! But when Hobie goes to talk with his old teammates Rikki, Rick, and Ricardo, he’ll be blindsided by a star-spangled, shield-slinging soldier: JOSIAH X!
 32 PGS./Rated T+ $2.99

SHADOWLANDERS #3
 Written by ED BRUBAKER
 Plot by DJESSNL
 Art by DAVID AJA
 ''THE HEIST PART II"
•Moon Knight's heist on the Kingpins' tower starts. Watch as he tries to make his way in with his unexpected allies
• And in the past, we will see Moon Knight recruit all these individuals. This issue? CLOAK AND DAGGER.
• Something's smelly about CODE BLUE! But what? Katy Kiernan makes it her task to find out!
32 PGS./Rated T+ $2.99

DAREDEVIL: GUARDIAN DEVILS #3
 Written by GREG RUCKA
 Plot by BANEOFKINGS
 Art by BILLY TAN
 "THE TALE OF TWO DAREDEVILS..." Part Three of Three
 Matt Murdock goes head to head against... Matt Murdock? It’s the battle to see who’s the real Daredevil, with the whole of New York City watching on! However, this provides the perfect distraction, as Elektra, Nighthawk and Songbird use the cover to dig deeper into the mysterious origins of the other Matt Murdock and are shocked at what they find! THE CONCLUSION TO THE TALE OF TWO DAREDEVILS is here!
 32 PGS./Rated T $2.99

 PUNISHER: WAR JOURNAL #3
 Written by NATHAN EDMONDSON
 Plot by BANEOFKINGS
 Art by STEVE EPTING
 "WELCOME TO CHICAGO, FRANK CASTLE..." Part Three of Five
 The Howling Commandos are separated following the explosive conclusion to their fight with Frank Castle, who’s arguably landed in worse shape. He’s behind bars, and held captive in the Metropolitan Correctional Centre – a skyscraper fortress. But that was part of the plan – because the Warden knows the identity of the mysterious DIVISION H leader. There’s just one problem. A full scale riot starts mere seconds after Castle arrives – and his only ally may be reluctant but honest Detective Inspector Naomi Carter - the very woman who arrested the Punisher in the first place!
 32 PGS./Rated T $2.99

FLASH #3
 Written by GREG RUCKA
 Plot by SHAGGYDOO
 Art by TREVOR HAIRSINE
 "Flash of Two Worlds"
 Surrounded by the most twisted, powerful creatures of the Negative Zone, Agent Venom must unleash the beast. First he lets Venom go postal, but can Flash maintain control of psychotic symbiote especially in a dark universe of chaos? What happens when he suddenly has memories of Venoms former owners? It may be time to for Agent Venom's other hidden weapon his dog...Ms. Lion and wait until you see what this meta-canine can do. Meanwhile Flash and crew are being spied on by another being from another world...Spider-Ham?!?
 32 PGS./Rated T $2.99

THE ULTIMATE SPIDER-MAN #3
 Written by JIM ZUB & KURTIS J. WIEBE
 Plot by PERSONAMANX
 Art by ADRIAN ALPHONA
 "PHYSICAL EDUCATION"
 Having escaped the dastardly GDMD class of doom MILES MORALES and his merry band of misfits start their first session of training with the astonishing BATTLIN' JACK MUROCH. But while both he an MILLIE COLLINS excel under Jack's tutelage, GANKE LEE is barely keeping himself together. What will he do to even the score? QUENTIN QUIRE has a solution, but will Ganke accept his MUTANT GROWTH HORMONE offer? Little does he know it's all apart of DR. NOAH BODY's patent-pending anti-Spider-Man Plan.
 Also we last left RIO MORALES in the clutches of her evil brother-in-law the PROWLER. Will she be able to escape his band-saw heavy death trap? Perhaps, but the divine intervention of BOMBSHELL may render the question moot.
 Find out in the next Stunning adventure at the BROOKLYN VISIONS ACADEMY.
 32 PGS./Rated T+...$2.99

THE BUGLE #3
 Written by DAN SLOTT
 Plot by GLOBAL HONORED & SUPERCOOPER
 Art by DAVE JOHNSON
 "PRINT IS DEAD"
•J. Jonah has been kidnapped! The Daily Bugle's most fanatical fan plans to make headlines of his own and put himself and his favorite editor on the front page, no matter how far he has to go to do it. J. Jonah may have been proverbially torturing his staff for years but what Gordon Thomas has in store takes on a more literal approach. Enjoy that cigar Jameson, it may be your last!
•Who isn't being held hostage these days? A ViewTube user with dreams of fame has reporters Ben Urich and Norah Winters tied up and plans to become the first internet super villain in real time. Thankfully Miles Morales roommates are avid ViewTube watchers. Can Brooklyn's Ultimate Spider-Man make it to Jersey in time to save the day? Imagine the exposure when this new Spidey hits the World Wide WEB. I think we just found our headline.
•Meanwhile, ace reporter Betty Brant and her secretly-superpowered-Skrull partner Ethan Edwards relentlessly search for the Death-Stalker's missing technology in order to get full access to OsCorp and the dastardly secrets behind the company. That is until Edwards' super hearing picks up J. Jonah in trouble. Can he slip away to rescue his boss without Betty figuring out his own secret? Does he even really want to? (This is J. Jonah we're talking about after all)
•And finally, Gloria Grant's exposé on the super-villain auction site SuperZeroBazaar.com is ready for print. Except that someone inside The Bugle desperately wants to squash the story, and anyone in the know. Gloria dear, you really should have checked your sources..dun dun dunnnn!
32 PGs./Rated T...$2.99

VENOM: THE LAST DAYS OF EDDIE BROCK #3 ***A Marvel Knights Mini-Series***
 Words & Art by TODD MCFARLANE
 Plot by CLARK_KENT
 "YOU CAN GO HOME AGAIN" Part 4
From the journal of Edward Brock Jr:
•Day 5. Getting harder to breathe, but He just keeps chugging along. It's insane how strong he gets, while I keep wasting away. Sometimes I wonder if He's feeding off of my cancer somehow...might just be my imagination. Still trying to name Him. Maybe I'll call him Simby. Heh.
•Day 6. Simby & I made our way back to New York, got ambushed by some cops this mornin'. Dumb bastards. When we were done, there were parts and guts and...things...everywhere. I wasn't up for it, but Simby...ate...one of 'em. Grossed me out, t'tell the truth. But I ain't gonna argue. No sign of the Spider...maybe he'll show his mug when we eat Jameson in the morning. Heh.
28 PGS./Rated M $2.99

COSMIC MARVEL!

FANTASTIC FOUR #4
 Written By JONATHAN HICKMAN
 Plot By MARVELL2100
 Art By NICOLA SCOTT
 "The First Four" Part 4
 The Brotherhood of the Shield, a centuries old secret organization dedicated to protecting the Earth! Now members are turning up dead at the hands of the First Four, former members who are seeking revenge on the Shield for their betrayal! Nathaniel Richards, a current member is also a target of the Four and he seeks the help of his son Reed and the other members of the FF. Can the Fantastic Four take on the original four and save Nathaniel from a group just as powerful as they are? We're about to find out because the First Four have arrived at Freedom's Four Plaza! It's the battle of the Fantastic Four vs the First Four!
 32 PGS./Rated T+...$2.99

WAR OF KINGS #3
 Written BY JOSHUA DYSART
 Plot BY MARVELL2100
 Art By DAVID MARQUEZ
 "The Promethean Incident" Part 1
 Hostilities erupt between the Spartax and the Kree after a Kree outpost is annihilated and the evidence points to the new Shi'ar rulers. Ronan responds in kind by launching an attack on a Spartax space convoy. Is this the beginning of an all new war? Nova Prime Richard Rider appears before the Intergalactic Council urging the two sides to cease hostilities before they escalate out of control. The Planet Galador has agreed to join the Intergalactic Council and will use the Space Knights to work with the Nova Corps in policing the galaxies. The Skrull Queen Veranke begins her plan of revenge against Earth and it starts with the death of the Terran Ambassador Gail Runciter and the Super Skrull Paibok will be her assassin! Meanwhile, on the new Spartax home world Promethea, Gray'Ven consolidates his rule over the Shi'ar by becoming engaged to former Majestrix, Deathbird!
 32 PGS./Rated T+...$2.99

GUARDIANS OF THE GALAXY: BEHIND ENEMY LINES #3
 Written By MALCOLM JONES
 Plot By MARVELL2100
 Art By AARON LOPRESTI
 "Rebels Without A Pause" Part 3
 Bug, Magdalene, Drax and Mantis find themselves caught in a Spartax trap after attempting to destroy an energy processing facility! Cut off from the rest of the Guardians, they have little hope of escape! Star-Lord, Rocket, Groot and Lilandra have eluded the Imperial Guard and travel to a remote area of Spartax/Shi'ar space to meet with a potential new ally to help against the Spartax! And to their shock, it's the leader of the Imperial Guard Gladiator! Word spreads throughout the galaxy of the impending marriage of Spartax leader Gray'Ven and former Shi'ar Majestrix Deathbird! However, there are two people who aren't thrilled by the news, Kahra, the head of Spartax security and D'Ken, Deathbird and Lilandra's mad brother who languishes away in a hidden prison!
 32 PGS./Rated T+...$2.99

NOVA CORPS: THE BORDER WARS #3
 Written By CARLOS PACHECO
 Plot By MARVELL2100
 ART BY MIKE MCKONE
 "Alliances"
 Darkhawk and the Fraternal Raptors have discovered the location of the Null Force, the weapon that killed Abraxas during the Heart of Darkness and place it in the hands of the most dangerous man in the universe, the Magus! What connection do the Raptors have to the Universal Church of truth! Guest starring Adam Warlock! Nova and Ronan have agreed to secretly arm the Shi'ar rebels in their fight against the Spartax and will work with the mysterious Sonath Lla VI! And a joint venture between the Nova Corps and the Space Knights of Galador uncovers a new threat in the Makkaran Region. The Helgan have become more organized under a new ruler, someone who is even more brutal than their former leader Oblivion: Terrax the Untamed!
 32 PGS./Rated T+...$2.99.

QUASAR #3
 Written by ROGER STERN
 Plot by MCGAFFER
 Art by KAARE ANDREWS
 "DEJA VOODOO"
 The Necropoli is here! The combined power of hundreds of harvested undead Quasar's from across the multiverse all obeying one person, the original Quasar from the very first universe before the others cascaded into being. Wendell Vaughn has one chance to avoid the harvest and being collected. Deploy the Council's newest security team! The Elders of the Universe were given an ultimatum - agree to work for Sonath VI Lla and the Council or face being stripped of their powers. The decision was simple and now Quasar leads the new Keepers of the Order against himself! Meanwhile the Reality Hole has brought new surprises and an exciting opportunity for Sonath, but who are the Mapmakers?
 32 PGS./Rated T+ …$2.99

THE INHUMANS #3
 Written BY ROBERT VENDITTI
 Plot By MARVELL2100
 Art By MARK BROOKS
 "One Nation Under Medusa" Part 3
 The battle to see who rules! Tebrane chooses the powerful Alpha Primitive Angorr as his champion to fight Medusa for leadership of the Inhumans! Is Medusa ready for the challenge? However, Tebrane has already put his plan in motion. No matter the outcome, Medusa will die tonight! On Earth, the Terrigen Mists continue to reawaken Inhumans that were long dormant and in particular, close to the advanced nation of Wakanda! But something else has begun to stir as well, something that should have stayed buried forever! And in the U.S., standing before the NSA, Special Agent Tom Corsi delivers his assessment of the Inhumans situation. He gives a detailed report and concludes that if they aren't dealt with soon, they could become a serious threat not only to the U.S. but to the entire world! His conclusion? It's time to begin Project Wideawake!
 32 PGS./Rated M...$2.99

ANDROMEDA: BOUNTY HUNTER #3
 Written By DEVIN GRAYSON
 Plot By MARVELL2100
 Art By KHARI EVANS
 The Hunter and the Hunted
 The Helgan have a new leader and his name is Terrax the Untamed! And Terrax isn't waiting for Andromeda and Vance Astro to find him. He plans to hunt them down and kill them before they can interfere with his plans! Andromeda and Vance have destroyed a Brood cluster in the Nexus and now travel to meet with Moondragon who's been supplying information and gear for their mission. She warns them that the Nova Corps has been taking notice of their activities and will step in if these two step out of line! Later Moondragon and Andromeda share a private moment. They have gotten closer since the death of Phyla-Vell and Andromeda has helped heal that loss. And Vance has a meeting with an old acquaintance who gives him a bit of foreshadowing: There is something ominous looming over the horizon and Vance will face difficult times ahead. His actions could decide the fate of a galaxy!
 32 PGS./Rated M...$2.99

SILVER SURFER: HERALD OF DEATH #3
 Written By CHRISTOS GAGE
 Plot By MARVELL2100
 Art By DUSTIN WEAVER
 "Death Has A Bargain" Part 2
 The planet Malkas! It is the tenth world that the Surfer has "attended" to in the name of Death! Billions upon billions of lives lost with still more to come! It is a difficult task for Norrin Radd but he must continue as the life of his beloved Shalla Bal hangs in the balance. And speaking of Mistress Death, she has been approached by the Elder Gods of the Universe who seek a bargain. In exchange for their help in "acquiring" worlds, they want the Silver Surfer to help eliminate a longstanding thorn in their side. There can be no trace of their involvement and it won't be an easy target. They want the Surfer to kill another Elder, Ego the Living Planet!
 32 PGS./Rated M...$2.99

 ADAM WARLOCK #3
 Written By JIM STARLIN
 Plot BY MARVELL2100
 Art By MIKE PERKINS
 "The Gospel According To Magus" Part 2: Do you Believe?
 Young Darshin Vanaes eagerly awaits the arrival of the man who will change his life forever! The man who brings the promise of prosperity and happiness to this barren world! Darshin is a true believer and has pledged his life in service to The Magus! Not everyone shares his views or feels the same as he does and many mock him for thinking that anyone would come to this desolate planet. But to the shock of all and even Darshin himself, The Magus has arrived to Klaar with the power of Truth! He immediately senses Darshin and his strong belief in the Universal Church of Truth! And to reward his unwavering faith, The Magus will spare Vanaes life as he orders the execution of over 500 million souls who sadly had the misfortune of being non-believers!
 32 PGS./Rated M...$2.99

SUPERNATURAL MARVEL! PART 1

DARK AVENGERS #3***Dawn of the Devil Tie-in***
 Written by WARREN ELLIS
 Plot by SHAGGYDOO
 Art by MIKE DEODATO JR
 "FOOM"
 It was an epic battle of demons. Daimon the Son of Satan has slain the devil Mephisto and made his dragon Fin Fang Foom his b%$ch. However, he discovers things are not what they seem. No more vampires, no more mutant hatred, world peace. These were some of the offers refused by Blade, Quicksilver, Scarlet Witch and Black Widow. However, Kaine has been given the persona of Peter Parker and Hyperion's multiple personalities have been integrated. Unfortunately the new Kaine and Hyperion may be a bigger obstacle. Finally Cynthia Von Doom and her nemesis monster-hunter Bloodstone come to an understanding and much more!
 32PGS./Rated T $2.99

HULK #3***Dawn of the Devil Tie-in***
 Written by MARK WAID
 Plot by SHAGGYDOO
 Art by ANDY KUBERT
 "Imaginary Friend" Part 3 of 3
 Bruce Banner's world has been turned upside down and inside out. He's learned that his true persona was that of the Hulk and who he's become is a construct of experimental child therapy, medication and hypnosis. Against his wishes the Hulk accepted Mephisto's offer to save his grandmothers life, but this also requires and immediate blood transfusion. The last time Bruce gave his blood it was to his cousin and it created She-Hulk. What will his blood do to his grandma??
 32PGS./Rated T $2.99

NEXT WAVE #1
 Written by MARV WOLFMAN
 Plot by VIDEOGAMECINEMA
 Art by MATEUS SANTOLUOCO
 "HATE IS AMONG US" Part 1 of 2
 OMG! NextWave has found its way into the All-NEW CBR's Age of Marvels Universe! The NextWave was a team belonging to the Highest Anti-Terrorism Effort (H.A.T.E.), a group dedicated to taking out U.W.M.D.s from the world's evils. Recently, NextWave learned that the H.A.T.E is actually owned by a terrorist company called "The Beyond Corporation" and was using them to steal weapons, and planned on killing them when they have acquired them all. The NextWave are now in hiding, trying to figure out their next move. In the meantime, the leader of H.A.T.E., Dirk Anger, has hired a slew of villains to find and destroy NextWave. (We won't tell you who they are, why spoil the surprise?) Even though the NextWave is hiding out somewhere out there. Trust us, there will be action this issue! NextWave vs. random H.A.T.E agents while in a random flashback showing them making a random escape! What? That isn't exciting or random enough for you? Hmph... I guess you better wait for next month then.
 Who are the NextWave exactly? Well, I would have told you if you gave me a second... The team: The Captain, Tom Thumb, Tabith Smith, Nocturne, Motormouth, and Killpower!
 Don't miss the explosive first issue of NextWave! Explosive? Did I mention there's a lot of those? BOOM! *Solicit Explodes*
 32PGS./Parental Advisory...$2.99

THE DEFENDERS #3
 Written by MIKE MIGNOLA
 Plot by EXCITER
 Art by SALVADOR LARROCA
 “NON-STANDARD DIMENSIONS” Part Three “STRONGEST OF ALL”
 Finally, it’s the fight we’ve been waiting for! Hulk versus Mangog, and to the victor go the spoils: the realm of K’ai! But Mangog is fueled by hatred, and the combined malice of the hordes of Dormammu’s Dark Dimension has empowered him to an unimaginable level! When the Hulk starts getting pummeled, his lover Queen Jarella can think of only one thing that could make the Hulk angry enough, and therefore strong enough, to overcome his monstrous opponent – her own death! Leaping into the fray, will her plan to sacrifice everything for the safety of her realm succeed?
 Meanwhile, the Silver Surfer has brought the warrior refugees from Polemachus to K’ai, but is it only a temporary reprieve? And will the Polemachian ruler Arkon be able to control his lust for revenge against the creature that ravaged his world, the Dread Dormammu?
 On Earth, Namor attempts to stop Mephista from moving into the Sanctum Sanctorum, which according to the marriage contract she wished for from her father (hope you guessed his name), she now owns half of. Welcome home, Mrs. Mephista Strange…
 32 PGs./Rated T+ …$2.99

SUPERNATURAL MARVEL! PART 2

DOOM #3
 Written by NEIL GAIMAN
 Art by CLAYTON CRAIN
 Plot by MCGAFFER
 ***Dawn of the Devil Tie-In***
 'ALL HELL, OFFICIALLY BROKEN LOOSE!'
 Latveria has been invaded by Mephisto's General and leader of the Cabal, the Red Skull! The Black Host fight viciously to slow the demon Nazi forces that make up the Skull's army but Hell cannot be slowed. Doom though will fight fire with fire for this world is his! The recently defeated Legion of Doom's, his inferior copies from other realities find themselves as fuel for Doom's new war machine. Their souls and minds will fuel a weapon that makes a nuclear warhead look like a roman candle. But first Doom will dirty his hands, the Skull has dared to try and take what is Doom's! That grants you a private audience with the Lord of Latveria where his displeasure will be made evident. DOOM vs THE RED SKULL! WHOSE SIDE ARE YOU ON?
 32 PGS./Rated T+ …$2.99

CABAL #3
 Written by DANIEL WAY
 Art by FRANK CHO
 Plot by MCGAFFER
 ***Dawn of the Devil Tie-In***
 'DARKNESS OF SALVATION'
 Nightmare and Owen Reece cause reality to shudder in agony as they tear at each other. Nightmare will not go meekly under Mephisto's knife, he refuses to be another sacrifice to the self proclaimed Lord of All Hell's, and he may just have a secret ally in the Cabal too. Dracula has refused to take Mephisto's deal but also knows the folly of standing against the hurricane, he serves Mephisto via the Cabal but he will not hesitate to strike him down should the opportunity arise. And Dracula's chance might just of come, Mephisto is combining all of the Hell realms into one but has forgotten to shore up the entrances to these other Realms. Dracula see's an opportunity to get to the base of Mephisto's power, if only he could find some heroes willing to walk into Hell besides the Prince of Darkness?
 The Pope tries to inspire the world and have everyone unite against this all consuming evil and personally puts himself on the front line, the Pope announces the start of a new Crusade, a calling to arms for the world. The Pope declares war on the Cabal!
 32 PGS./Rated T+ …$2.99

GUNSLINGER #3
 Written by STEPHEN KING
 Art by LEINAL FRANCIS YU
 Plot by MCGAFFER
 ***Dawn of the Devil Tie-In***
 'HOPE IS KINDLED'
 Eve lays in the hot baking sun of the desert, her last strength spent and the devil looks down on her. Mephisto came and watched as Eve used her mimicked Ovoid mind skills to battle D'Spayre and save her life. It wasn't pretty as she pulled D'Spayre into an arena where her boots could finally put a hurting on the demon. He didn't like a fair fight, he liked it even less in Eve's mind where she showed him everything she was capable of. She made him beg to leave! But it still took everything she had, and now she stares up at the sun, refusing to look at the grinning devil who has come to personally drag her down to hell himself. She feels his hand close around her wrist and his warm breath on her face, she closes her eyes as he starts to drag her and then the world explodes with light. The light shines brilliantly through her eyelids and she feels the devil relinquishing his hold, she opens her eyes to see an old man? An old man staring down Mephisto, he suddenly points with his staff at the sky "Behold..." and Eve see's figures falling out of the sky for as far as the eye can see "...your end, demon!" NEXT ISSUE - GANDALF VS MEPHISTO! Yeah, it's going to be that awesome!
 32 PGS./Rated T+ …$2.99

THE WATCH #3
 Written by JAMES O'BARR
 Plot by MCGAFFER
 Art by ESAD RIBIC
 "DARKEST HOUR"
 ***Dawn of the Devil Tie-In***
 The slaughter is almost complete! Roland watches the devil himself, Mephisto, walk over the bodies of his teammates that he has just effortlessly slaughtered. The Watch had come back together and took a chance at confronting Mephisto directly, it was a slaughter, and now only Roland is left to face the devil. His friends did not die easily but Roland will not run, nor will he beg. He raises his guns for one last fight when the devil suddenly stops and smiles "I think I know of a way that I can make this hurt you soo much more my dear Roland. How long is it since you have seen your adoptive daughter?" Before Roland can fire the devil disappears with a laugh and the only sound on the field of slaughter is a father's heart beating with fear for the very first time.
 Roland waited all day and night amongst the slain for Mephisto's return, he did not come! But they did! They came and took away the bodies of his friends and took him away as well. The Talis Clans have come from across all of reality, the police force of the mystic and supernatural. Alien sorcerers and time displaced warriors, beings from other planes of existence and secret Earthly heroes! The war is not over, and Roland must fight again. For he can recover his friends, if he can just get to Mephisto's realm!
 32 PGS./Rated T+ …$2.99

SUPERNATURAL MARVEL! PART 3

MAGIK #3
 Written by KIERON GILLEN
 Plot by SUNOFDARKCHILD
 Art by BILL SIENKIEWICZ
 "GAMES OF HELL" Part 3
 Frustrated with the lack of information being given to her about the beings who want her dead, Illyana puts Doug to work, using his ability to do a little research into Belasco's actions. What he finds will shatter Illyana's conceptions of who she is and set her against the master who raised her and defended her from the other Hell Lords. But can they fight among each other with several demonic armies on their dooorstep?
 32 PGS./Rated T+ …$2.99

***SUPERNATURAL-MINI***
 1900 #3
 Written by PETER MILLIGAN
 Plot by MCGAFFER
 Art by ART ADAMS
 4th January 1900
 It's taken a lot of interesting turn of events for Matt Pendragon and Kelly Robinson to find themselves a few hundred feet above London on top of a giant plague dragon, not least of which was invading the Realm of the Dyrads, alongside Aednat a retired banshee now professional burlesque dancer, to steal back St. George's sword. Right now the entire plan consists of not getting eaten. It seemed enough to be going on with! Kirstie Pendragon though has found the three ancient crowns of Albion, which together control Ascalon, but she's a lady of style and if she's going to burn the country down she's going to do it properly by riding a giant dragon while waving a big ol' sword! That one that Aednat is carrying will do.
 32 PGs./Rated T+ …$2.99

GOD SQUAD #3
 Written by KURT BUSIEK
 Plot by MCGAFFER
 Art by STEVE DILLON
 "IN THE ARMY!"
 ***Dawn of the Devil Tie-In***
 How the Hades did this happen! Hercules, Ares, Bast, Shou-Lou and the Monkey King find themselves conscripted into the Talis Clan's army. Not that they're opposed to fighting a losing battle against billions of Mephisto's it's the whole being told what to do like they were mere mortals! Mind you the uniforms and the weapons are pretty bad-ass. Divine war is declared and the fight is on! Meanwhile the Skrull Pantheon meets with Earth's Gods and talk treaty terms for not killing every God when they take over. Why are the Gods allowing this? Well that just happens to be Gaea at the front of the Skrull Pantheon, she's had enough of her God's taking her for granted and now she's invited some new one's to town.
 32 PGS./Rated T+ …$2.99

MIDNIGHT SONS #2
 Written by MIKE RAICHT
 Plot by MCGAFFER
 Art by CLAY MANN
 "TOO LATE FOR THAT"
 ***Dawn of the Devil Tie-In***
 The Son's fame has been their downfall, it led the screaming mobs straight to them! And now they find out who was the one who betrayed them as he hands them to Mephisto on a silver platter. They wished for fame and Mephisto has granted it as they find themselves as gladiators in Mephisto's arena of death. First up is Daimon Hellstorm taking on the Son's of Satannish, it's time to entertain the masses Daimon! Not all of the Son's are captives though, their betrayer stands at Mephisto's side and watches the bloodsport unsmiling. How did they forget that there was a member of their group that had made a deal with the devil before? Not Ghost Rider, but Danny Ketch, all he asked for was his old life back. And that's what Mephisto granted, he was famous so he'll make him famous again. He was also powerless which is why the Ghost Rider has gone bye-bye! Danny boy, you've done it again.
 32 PGS./Rated T+ …$2.99

UNCANNY MARVEL! PART 1

ASTONISHING X-MEN #3
 Written by BRIAN K. VAUGHAN
 Plot by EXCITER
 Art by KEN ROCAFORT
 Iceman “Ice Bucket Challenge” Variant Cover by MATTEO SCALERA – a portion of the proceeds will be donated to ALS research.
 “X-PATRIATION AGENDA” Part Three “SAVAGE POLITICS”
 In the new mutant-friendly Utopia set up by the Scarlet Witch and based in the Savage Land, Fantomex has discovered a startling secret about Deputy Mayor Karl Lykos! Normally, if the powerful psychic gave in to his vampire-like need to steal the life force from mutants then he would transform into his depraved alter ego, the pterodactyl-man Sauron. No transformation meant he was clean, and that inspired the Scarlet Witch to trust him. But in the bowels of Utopia’s prisons, Fantomex finds someone he never expected… Sauron?!? Somehow Lykos has effectuated a split, leaving him free to sap life-force from unsuspecting mutants and satiate his addiction while maintaining plausible deniability! And with all the mutants the new city has welcomed, Utopia is an all-you-can-sap buffet! But when Lykos discovers that Fantomex knows his secret, can the faux-French rogue possibly avoid the wrath of the Deputy Mayor and his brainwashed constituents with only Sauron as his backup?
 Meanwhile, Jean Grey, Iceman, Devil Dinosaur and the rest of the X-Men battle the Savage Land Mutates. Can Angel broker a peace? And what “apocalyptic” secret did he learn from the mutate Amphibius?
 32 PGs./Rated T+...$2.99

BROTHERHOOD OF MUTANTS #3
 Written by CHRIS YOST
 Plotted by BANEOFKINGS
 Art by MIKE CHOI
 “24 HOURS TO KILL” Part Three of Three “TRAPPED”
 The Brotherhood of Mutants is separated across the world, each in dire situations. Havok, Blink, and Sunfire have found themselves on a cave-diving mission gone disastrously wrong, but more importantly, the bounty on Cyclops’ head is about to be claimed by the Human High Council themselves! Reverend William Stryker is about to pay himself the $1 million reward – unless Cyclops, Magik, and Mystique, who has just recently linked up with them, can find a way to escape the High Council’s grasp!
 And with Emma Frost and Bishop among those left behind, it comes to their attention that their new home may not quite be as safe as they initially expected it to be. THE CONCLUSION OF THE FIRST BROTHERHOOD OF MUTANTS ARC!
 32pgs/Rated T.../$2.99

DEADPOOL & FORCE WORKS #3
 Written by JASON AARON
 Plot by EXCITER
 Art by MATTEO SCALERA
 “SPECIAL FORCES TEAM X” Part 2.1 “WEAPON XI”
 In this very issue, I will face my greatest enemy… me?!? Wait, back up. Force Works and I were crashing Weapon X’s party, looking to shut down those mutant-kidnapping mama jamas for good. Problem: Weapon X’s new head honcho, Lady Deathstrike, just gave her henchmen Weapon-X style power-ups! Axeman Bone, the Zapata Brothers, and Hand ninjas with adamantium and stolen powers? Nothing my partners X-23, Silver Fox, Hit-Monkey, Ghost, and Juggernaut can’t handle (right?). That leaves me free to deal with the worst mook Weapon X has churned out. Bald, no mouth, some weird red rosacea around his eyes, adamantium bones, optic blasts, super-agility, teleporting, and big swords coming out of his arms… oh damn. Those abilities remind me of a bunch of dead mutants I tagged and bagged when I was on Team X back in 1980! It’s like all those dead guy’s powers got pooled into this guy. Like he’s a pool… of the dead. Like he’s… Deadpool? But he is totally not Deadpool! I’m Deadpool! No, this abomination can only go by a different name. It’s the battle you never knew you wanted to see – Deadpool versus Dudepeel! To the death! But crap, he’s got a lot more powers than I do. Maybe we can rethink that death thing?
 •Issue comes with a free autographed 8x10 of Scott Adkins, the actor who portrayed Dudepeel when Ryan Reynolds didn’t want to film the end of that terrible Wolverine movie!
 32 PGs./Rated T+ …$2.99

UNCANNY MARVEL! PART 2

LEGENDARY WOLVERINE #3
 Written by JEFF LEMIRE
 Plot by EXCITER
 Art by DECLAN SHALVEY
 “SPECIAL FORCES TEAM X” Part 1.1 “ONCE UPON A TIME IN AFGHANISTAN…”
 In 1980 the Soviet Union was waging a war in Afghanistan against the Islamic Mujahideen. The U.S.S.R. intended to quickly crush the rebels and reestablish a communist government. They sent in their super soldier… Omega Red! Still unstable due to Team X’s theft of the Carbonadium Synthesizer years earlier, Omega Red’s deployment was a risk - but a risk the Soviets were willing to take. At that time, the USA wanted to help anyone opposing the evil empire. Operation Cyclone was the code name for the CIA’s program to arm and finance the jihadist insurgents with billions of dollars and weapons, and the most lethal weapons provided were from a project called Weapon X! It’s the team-up you absolutely never thought you’d see as Team X’s Deadpool, Sabretooth, and Wolverine fight alongside… Osama bin Laden!?!?
 With orders to tag and bag any enhanced mutant deployed by the Russians, how would Team X contend with the optic blasts of Red Eye, the superhuman agility of the October Revolutionary, the teleporting of Stasi, and the sword-like blades that extend from the arms of Warsaw?
 32 PGs./Rated T+...$2.99

THE UNCANNY X-MEN #3
 Written by RICK REMENDER
 Plot by EXCITER
 Art by CHRIS BACHALO
 “GOD HATES MUTANTS”
 The Purifiers slogan has long been “God Hates Mutants,” but now they have what they consider proof. A member of the heavenly host, an angel, has come to them with a message: the Purifiers are to be his instrument of divine retribution on earth, and they shall strike down every mutant with anger and furious vengeance! The religious fanatics are more emboldened than ever, and the first city of man to be cleansed will be the modern-day Sodom and Gomorrah - Las Vegas, Nevada! Looks like it was a bad time for Wolverine, Storm, Colossus, Kitty, Nightcrawler, and Jubilee to book rooms at the Excalibur hotel! Vacation is officially over, but can even the Uncanny X-Men turn back the well-armed zealots before every mutant in Sin City is crucified? And is it really an angel that caused all this… or something much more dark?
 Meanwhile in Washington D.C., Secretary of Mutant Affairs Henry “Beast” McCoy begins preparations for his bid for the White House in 2016, but in the process encounters the most lethal lobbyist of all… Wolverine’s son Daken! What was he doing in National Security Advisor Valerie Cooper’s office?
 32 PGs./Rated T+...$3.99

X-FACTOR #3
 Written by PETER DAVID
 Plotted by BANEOFKINGS
 Art by MITCH GERADS
 “THE VENICE JOB” Part Three of Three
 When the bank heist goes wrong, Gambit, Polaris and Shatterstar find themselves on the run from the Venice Law Enforcement as they attempt to put their escape plan into action, using what the city’s best known for in an attempt to escape: the water. A high speed chase through the canals of Venice begins, and should any of the mutants get caught – then they are on their own, because the backup is busy sorting out their own problems!
 Quicksilver, Jamie Madrox, and Layla weren’t very much good at being backup anyway. And their problems might just be more pressing than Gambit’s team, because it turns out that not only is the dead teenager who they were trying to protect alive, but she’s also a captive of Serval Industries! But what is Serval doing in Italy and what are its plans for the girl? THE FIRST ARC OF X-FACTOR CONCLUDES HERE!
 32pgs/Rated T.../$2.99

X-MEN: FIRST CLASS #3
 Written by JUSTIN JORDAN
 Plotted by BANEOFKINGS
 Art by CHRIS SAMNEE
 "WAR CRIMINALS" Part Three of Three “HELLO, I’M CHARLES XAVIER”
 THE EXPLOSIVE CONCLUSION OF THE FIRST ARC OF X-MEN: FIRST CLASS! Charles Xavier has just had his first encounter with Erik Lensherr. It didn’t go to plan, and now both men find themselves on the run deep in the jungle of South America, alone, cut off from backup and with an army of mercenaries hunting them down! Meanwhile, Moria MacTaggert teams up with Darwin to discover how much corruption there really is in the CIA, and why telling the world that mutants exist is a very bad idea indeed.
 32pgs/Rated T.../$2.99

UNCANNY MARVEL! PART 3

AGENTS OF FUTURE PAST #3
 Written by JEFFREY DEAVER
 Plot by MCGAFFER
 Art by NEAL ADAMS
 "KNOCK! KNOCK!"
 S.H.I.E.L.D. Base Perception Tower - Project C.A.B.L.E. Update #34512 -Bishop screams as the demonic energy tears him apart and he detonates, creating a hole large enough for the N'Garai army to pour through! It all started when Mount Rushmore turned into a giant Cairn and poured demonic energy into the world! Blindfold sees it all just in time to send Bishop and James Barnes back to the future. But they're not going alone; they need a specialist for this type of work, which is why Forge has put a call in to the Watch! Amanda Sefton, reporting for duty and ready to show the boys how to kick demon ass!
 The futures are arriving quicker and quicker! How can so many disasters occur so quickly? How can all the superteams fail to stop all of this? Blindfold realizes something is up, too many of these disastrous futures aren't starting in the past. Somewhere, even further into the future than she has ever dared look, is a madman's smile… 5000 years and a thought away.
 32 PGS./Rated T+ …$3.99

YOUNG X-MEN #3
 Written by MARJORIE LIU
 Plot by ROZEN
 Art by PHIL NOTO
 “YOUTH GONE WILD" Part Two
 “Y” is becoming the hot topic among the human and mutant communities. Some say that they are humanity’s worst fears about mutantkind come to life, while others say that they’re the true heroes that mutants young and old need; mutants that aren't afraid to take back what’s theirs. Surge, Dust and Rockslide feel confident about beating some sense into the mysterious figures, but the others’ feelings are much more dipped in fear. A message would suddenly come from every news station, apparently from the renegade mutants themselves; “Come and face us. You know who you are.” Storm herself worries of the danger and their influence creeping into her junior X-team, but she nonetheless sends them to investigate. The sourcing takes Surge and the others to San Francisco...a very chaotic and panicky San Francisco with plenty of anti-mutant protests and violence. True to the broadcast’s word, however, a blast rains down onto the very streets, and in the smoke, five teens walked forward to confront their newly found rivals. Enter, the all-new Y-Men.
 32 PGs./Rated T...$2.99

X-FORCE #3
 Written by JEPH LOEB
 Art by Ed MCGUINNESS
 Plot by LOREC
 “OUT OF THE SHADOWS” Part Three of Three
 Under the mask is “Jenskot,” an Askani sister, Aliya Dayspring, Cable's wife... and she died in his future timeline. What is she doing here, in the 21st century, wearing an X-Cutioner's outfit? But before anyone can think to ask any questions, she disappears, vanishing into thin air! Without waiting for any more surprises, Cable teleports the entire group to the safety of his secret base. He helps James and Everette get the students back to their homes, then asks them to join him in investigating what happened at the Grand Canyon. James agrees immediately while Everette is a little more tentative to agree but eventually he does.
 Meanwhile at the Grand Canyon, Sebastian Shaw congratulates his newest members of the Hellfire Club, the Grey and Black Rooks, Martinique Jason and Regan Wyngarde! After all, the two sisters had just manipulated Cable's mind, a very powerful mutant telepath in his own right, and he never even knew it!
 32 PGs./Rated T+...$2.99


NEW MUTANTS #3
 Written by CHRIS CLAREMONT
 Art by ANDREA SORRENTINO
 Plot by SHAGGYDOO
 "NEW MUTANTS" Part Three of Three
 Sneaking out of the abandoned church that is their new home, the kids have a night out in the great city of Metropolis! Not as New Mutants, but just as teenagers. However, when you are a tagged mutant you are always being watched. Not only by the government and their enemies, but also by the Bamf called Rebel and the lost mutant called Outsider! In the big city they meet two mysterious mutants. One is an underground electric mutant name Berzerker who promises them a hidden society where all mutants are accepted. The other calls himself Schism, and this dangerous yet familiar powerhouse simply wants rule the world!
 32 PGs./Rated T...$2.99

X-S.C.A.P.E. #3
 (X-Men/SHIELD Coalition Assistance Protection & Extraction Team)
 Written by GAIL SIMONE
 Plot by GLOBAL HONORED & EXCITER
 Art by MIKE DEL MUNDO
 "WEAPON Y” ***Special Forces Team-X Tie-In!***
•When a rash of international mutant executions and kidnappings draws the attention of Commander Nick Fury, he recognizes the modus operandi – and he doesn’t like it! During his days in the CIA, Fury liaised with a Colonel William Stryker, who ran operations for a clandestine outfit that employed the very same tactics. Back then Stryker’s group supposedly worked for America. Now, who knew who Weapon X was working for?
•Mission objective: Intelligence gathering. Location: Japan. Potential Combatants: The Hand (Ninjitsu and occult magic practitioners. Extremely dangerous. Known organized criminal and mercenary activities). Intel suggests that Weapon X has entered negotiations with the Hand to augment their ninjas with abilities stolen from the kidnapped or slain mutants. Needless to say, that’s bad. A Hand nest has been located in Kyoto, where Psylocke and her squad are tasked with extracting information on Weapon X – directly from their minds, if necessary! But now that Brian Braddock has joined the X-S.C.A.P.E. team, can he take orders from his little sister? He is the “Captain” of Britain after all. Sibling dynamics threaten to turn this mission belly-up, especially since the team was unaware that they’d stumbled upon the Hand’s primary HQ! It’s X-S.C.A.P.E. versus the Gorgon and his army of assassins! Can the Braddocks pull it together before Tomi Shishido’s katana tastes mutant blood?
•Meanwhile, Jimmy Hudson fumes at being benched from the mission for reasons that Fury refused to explain. Does it have something to do with the identity of his real father? He’ll get all the answers from an unlikely source: the new head of the Weapon X program, Lady Deathstrike! And she’s in the market for a Weapon Y! But Jimmy isn’t the kind who joins easily, and Deathstrike is about to learn that "no" means "no"! Don't miss this exciting issue!
32 PGs./Rated T...$2.99










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