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Thanos has taken Silver Surfer and Drax's souls into the Soul Gem. He returns to his flagship, the Sanctuary III. On board, he discovers that Nebula has been kept alive, although she is brain damaged and dying. He resurrects her into a hideous form to serve him. He know has a fleet of followers to protect him and creates some jewels and precious items to pay them.

Mephisto then wishes to serve Thanos, but he shows no interest. Mephisto tempts him into listening all he knows about the Infinity Gems and how to properly use them. He tells Thanos that with the gems he can touch the universe and everyone's mind in it. Thanos does this and while he is seemingly preoccupied, Mephisto takes the Infinity Gauntlet from him.

The Gauntlet attacks Mephisto and it is revealed that Thanos is still in total control. Mephisto still wishes to serve Thanos, to which he now agrees. But secretly Mephisto knows his weakness and knows that he will be defeated eventually.

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