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''Annihilation: Conquest'' is a Creator/MarvelComics crossover story that ran from August 2007 to June 2008. Written by Creator/DanAbnett and Creator/AndyLanning, the series is a sequel to the 2006 Marvel story, ''ComicBook/{{Annihilation}}''.

Following the defeat of the Annihilation Wave, the universe faces a new threat in the form of the Phalanx led by ComicBook/{{Ultron}}, who seek to assimilate all life.

Like the previous story, ''Conquest'' was spread over a number of mini-series:

* ''Annihilation: Conquest Prologue''
* ''Annihilation: Conquest - Quasar''
* ''Annihilation: Conquest - Starlord''
* ''Annihilation: Conquest - Wraith''

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!!''Annihilation: Conquest'' provides examples of:

* {{Abusive Parent|s}}: Elysius, Phyla-Vell's mother, was incredibly cold and uncaring toward her daughter, only telling her about her brother's death while upbraiding her.
* AngstComa: Essentially the reason Adam Warlock was a no-show for the first Annihilation. The sheer amount of dead overwhelmed his mind and caused him to go into a coma for several months.
* AppropriatedAppelation: After seeing Zak-Del heal from being impaled, Ronan calls him a wraith. Zak-Del finds that he likes the name and decides that Wraith will be his name.
* ArcVillain: The main threat of Quasar's miniseries is a Phalanx-infected Super-Adaptoid.
* ArchaicWeaponForAnAdvancedAge: Justified. Since the Phalanx can detect and control anything electronic, the Kree resistance has to use archaic weapons like swords and crossbows, and uses solar-powered ships for transportation.
* ArrestedForHeroism: Captain Universe was locked up by the Kree because he attacked a few soldiers of theirs, who he found attacking civilians.
* AssimilationPlot: A given, with the Phalanx involved.
* TheAssimilator: The Phalanx do this to a number of characters during the ''Conquest'' story. Some of its victims include Richard Rider, Gamora and Drax.
* ATeamFiring: Peter Quill, after getting his cybernetic implants removed, takes a while to get back into the hang of aiming.
* AttackOfThe50FootWhatever: [[spoiler:Ultron's final form in ''Conquest'' is a giant version of himself.]]
* BadassCrew: Peter Quill's group, most of whom go on to form the ComicBook/GuardiansOfTheGalaxy.
* BadBoss: [[spoiler:Ultron vaporises Korath the Pursuer, the first being he made a Select, for not apprehending Adam Warlock.]]
* BattleCouple: Phyla-Vell and Moondragon.
* TheBerserker: Deathcry. It's how she wound up being arrested by the Kree, as well as how she [[spoiler:gets killed]].
* {{BFG}}: Rocket Racoon loves his guns. During preparation for their suicide mission, he takes a shine to a minigun. Peter Quill is incredulous.
-->'''Peter Quill:''' How's he going to carry it around? On a little cart?
* BigDamnHeroes:
** [[spoiler:Nova and his allies, especially Warlock of the Technarchy. Dramatic punches from offscreen stop Ultron from laying a beatdown on one of our heroes twice in three pages.]]
-->[[spoiler:'''Warlock:''' Ultron-Phalanx! You face the wrath of your parent race! And we are ''not pleased!'']]
** Another one comes earlier, when Peter Quill is saved from death by Rocket Racoon in his [[MoreDakka usual style]].
-->'''Rocket Racoon:''' ''(After having killed every Phalanx in the room)'' And ''that'' is how we do things in the Racooniverse!
* BittersweetEnding: The Phalanx and Ultron have been stopped, but the universe has taken a serious beating, several million more Kree have been killed, [[spoiler:Mantis is badly hospitalised, and Moondragon is dead.]]
* BizarreAlienBiology: Blastaar of the Negative Zone can enter a catatonic hibernation that makes it look like he's dead. Comes in handy if you need someone to infiltrate a Phalanx Babel Spire.
* BodyHorror: If someone with Phalanx tech in them goes near K'vch tech, they turn into a Babel Spire. Worse, Drax and Gamora, two of the deadliest characters there are, are ''screaming'' as it happens.
* CallBack: When talking with Ten-Cor, his attaché, Peter Quill notes she acts like his old ship, Ship.
* ClosedCircle: On a cosmic scale. The Phalanx surround the entire Kree galaxy with an impenetrable barrier, cutting it off from the rest of the universe.
* ColdBloodedTorture: The Phalanx resort to this when Peter Quill claims any attempt to integrate him will automatically kill them. Ultron calls them on it and brings out the [[MindRape Encephalo Ray]].
* ContinuityNod: During ''Conquest'', Ultron's encounter with the ComicBook/MightyAvengers is mentioned, and given as his explanation for changing the Phalanx's tactics.
* ContrastingSequelAntagonist: Annihilus was an alien organic lifeform whose goal of conquering the universe was to stop it from expanding into his territory. Ultron is a robot of Earth origin seeking to assimilate all across the universe for the goal of [[spoiler: seeking true techno-organic perfection]].
* CoolHelmet: As part of Quill's uniform for his suicide mission he's given an impressive looking helmet, which thereafter became a major part of his modern design.
* CoolSword:
** Phyla-Vell's default construct with the Quantum Bands is a sword. She has a meltdown when she breaks it.
** Gamora's still got her sword, Godslayer.
* TheCorruption: Some remnant of Annihilus lingers within the Quantum Bands. If Quasar uses too much of the Bands' power, this remnant threatens to overtake her, twisting her into an OmnicidalManiac like Annihilus himself.
* CreativeSterility: The Super-Adaptoid has no imagination. Not good against someone with an ImaginationBasedSuperpower like Quasar.
* CyberneticsEatYourSoul: Peter Quill regards his choice to take cybernetic implants as "rejecting his humanity".
* DeadpanSnarker: Everyone in ''Star-Lord'', except Mantis.
* DefiantToTheEnd: Facing off against several Phalanx, and [[spoiler:Ultron in Adam Warlock's body]], Peter Quill just tells them to do their worst. Fortunately Nova chooses that moment to pull a BigDamnHeroes moment.
* DeliberateValuesDissonance: PlayedForDrama between Deathcry and Gabriel Vargas. He sees vaporising an attacking drone as helping a teammate, while Deathcry takes it as a slight, because Shi'Ar honor-law dictates that by doing so, he's implying she couldn't have done it herself. Unforunately, Gabe [[DamnYouMuscleMemory does it a second time]], setting Deathcry off and resulting in her [[KillingInSelfDefense death]] and Gabe's HeroicBSOD.
* DePower: The Uni-Force leaves Captain Universe at the end of Star-Lord's miniseries, having accomplished what it set out to do through him. Without it, he goes from a cosmically powerful being to an ordinary, non-superpowered human soldier.
* DoesntLikeGuns: Mantis.
* DramaPreservingHandicap: The barrier that cuts the Kree galaxy off from the rest of the universe also cuts Quasar's Quantum Bands off from the source of their powers. This forces Quasar to be sparing with the little power the Bands still have during her miniseries--something that puts her at a serious disadvantage when fighting the Super-Adaptoid.
* TheDreaded: The Phalanx actually fear Wraith.
* DrivenToSuicide: Ronan, once he's freed from the Phalanx, tries committing suicide.
* EnemyMine: Star-Lord's team briefly teams up with some bugs from the Annihilation Wave to fight against the Phalanx.
* EvilIsPetty: [[spoiler:What's Ultron's ultimate goal? Return to Earth and rub how powerful he is in [[ComicBook/AntMan his father's face]].]]
* EvilutionaryBiologist: The High Evolutionary, once again, who was hired by the Kree Supreme Intelligence for exactly that reason.
* FelonyMisdemeanor: Star-Lord's crew were arrested and locked up in a Kree prison for things like parking fines (Rocket Racoon), impersonating royalty (Groot), and attacking Kree soldiers (Captain Universe). Then we see [[KavorkaMan Bug]], who is in prison for getting a Kree woman pregnant. The Kree are absolutely serious about their "genetic purity".
* FightingFromTheInside: Nova just barely manages to do so, with some help from the Nova Force.
* FightingYourFriend: Richard ends up doing this when Gamora and [[spoiler: Drax]] are infected by the Phalanx.
* FireForgedFriends: None of Peter Quill's team get on at first, with one of them trying to ''kill'' another. By the time they finish their SuicideMission, this has changed, and the survivors go on to help found the ComicBook/GuardiansOfTheGalaxy
* FiveSecondForeshadowing: Mantis mentions that they've lost three team members, confusing Star-Lord, who points out they've only lost two so far (three, if you count Deathcry), so why's she saying three?
-->'''Mantis''': Because this is the part where Ultron teleports in and hits me.
-->''(Cue Ultron teleporting in and hitting her)''
* {{Flanderization}}: Groot's habit of saying "I am Groot" starts in Annihilation: Conquest. He is capable of saying other things, but come ComicBook/GuardiansOfTheGalaxy, this falls by the wayside.
* {{Foreshadowing}}:
** When the Phalanx block Kree space from the rest of the universe, Phyla sees a glimpse of Wraith, a cocoon, Rocket Racoon, Bug and Deathcry.
** At the end of Conquest, Adam Warlock mentions that a war is coming that would make the Annihilation war look small.
** The physical design of the Phalanx gives small hints that [[spoiler:Ultron is their leader]].
* ForgottenFallenFriend: Nobody on Quill's team seems very upset when Deathcry bites it.
* GettingSmiliesPaintedOnYourSoul: Bless Selection, ain't it great? It's shown that characters who are enslaved by the Phalanx can be both pissed ''and'' happy about what's been done to them at the same time.
* AGodAmI: The High Evolutionary is convinced he's a god. He's powerful, and really clever, but he's not a god yet.
* GodzillaThreshold: A threefold version in the final issue, where the Rigellians tell the Spartoi leader of the coalition trying to free the Kree galaxy that the Badoon just tried using something called a "continuum ram" to breach the forcefield. He glumly notes three things; the fact the Badoon even ''have'' a weapon like that, that they don't care if anyone knows this, and the fact it [[NoSell didn't even work]].
* GotVolunteered:
** Peter Quill's [[RagtagBunchOfMisfits squad]]. They were all in prison before hand, most of them for [[FelonyMisdemeanor minor acts]]. Rocket Racoon, for example, was in there for parking tickets. But since none of them are Kree, they're the perfect choice to send on a SuicideMission.
** Rocket claims Groot volunteered to [[spoiler:bring down the Babel Spire by being set on fire]]. Apparently his exact words were: "I AM GROOT!"
* GrandTheftMe: Adam Warlock's body is stolen by [[spoiler:Ultron]].
* HearingVoices: Quasar starts hearing a mysterious voice shortly before everything goes to hell. This voice warns her of impending disaster for the Kree and urges her to seek out the savior who can free the Kree from the Phalanx. Quasar assumes that this voice is the Quantum Bands speaking to her. [[spoiler:It's really the spirit of the Supreme Intelligence.]]
* HeroicSacrifice: Groot, in Conquest, in order to bring down the Babel Spire. [[GoodThingYouCanHeal He gets better.]]
* HonorBeforeReason: Deathcry keeps getting offended by Captain Universe accidentally making slights on her honor. Combined with a HairTriggerTemper, and she eventually tries to kill him. He vaporises her without meaning to in self-defense.
* HorrifyingTheHorror: Wraith's slaughter of Phalanx troops was so efficient and effortless that it scared the entire Phalanx starship into shutting down.
* HumanResources: The Phalanx do this to fuel their Babel Spire, killing thousands of Kree a day.
* InsistentTerminology: The Phalanx are very clear that Great Ultron is to be referred to as Great Ultron.
* ItsAllMyFault: Peter Quill in regards to the Phalanx invasion.
* KilledOffForReal: Deathcry, Captain Universe, Korath the Pursuer, [[spoiler:Praxagora]].
* LastOfHisKind: The Phalanx believed that Groot's species was extinct. As a later miniseries would show, they were anything but. They just don't like leaving home.
* LogicBomb: The Super-Adaptoid only uses Quasar's powers to create duplicates of constructs that it has seen her create. Noticing this, Quasar realizes that the machine lacks imagination, so she goes hog-wild with her powers and challenges it to keep up. The Adaptoid tries to emulate her sense of imagination, only to get stuck in an infinite loop and crash itself, allowing Quasar to land a killing blow.
* MercyKill: [[spoiler:Ronan's plan once he's freed is to send an army of Phalanx-proof sentries to MercyKill all the Kree on Hala. Fortunately, this doesn't come to fruition.]]
* MindControlEyes: In this series, getting assimilated by the Phalanx makes your eyes look like a TV screen awash with static: completely grey with no distinguishable iris, sclera, or pupil.
* MindRape: Ultron's encephalo ray. Even with Mantis providing a buffer, it still makes Peter Quill scream his head off.
* MoreThanMindControl: As revealed in the ''Nova'' tie-in, the assimilation requires the host to accept it to some degree. Gamora embraced the Phalanx's control after she and Richard broke up over her executing prisoners of war.
* MorphWeapon: Wraith's weapon can take on a variety of forms such as a sword, a gun and a blade.
* NewPowersAsThePlotDemands: Mantis suddenly turns out to have the ability to hide herself from Phalanx detection just as Quill's squad get captured. Quill is understandably pretty miffed at this.
* NewSuperPower: Adam Warlock gets some new powers after he wakes up, but since he was woken up early, there's a lot of initial teething trouble, which causes him physical pain at the worst possible moments.
* NiceJobBreakingItHero: Fighting the Super-Adaptoid gives it enough information to copy Phyla-Vell's Quantum Bands for itself. But then...
* NiceJobFixingItVillain: The Super-Adaptoid copies and steals Phyla's quantum energy for itself, allowing her to absorb it back into her bands and kill it.
* NinetiesAntiHero: Wraith fits the trope to a tee: Mysterious and brooding loner? Check. Short and dark name? Check. Got his powers from evil entities? Check. He even has a bike similar to Lobo's.
* NoHoldsBarredBeatdown: A not-completely turned Ronan inflicts one of these on Wraith, finally ending with him being ImpaledWithExtremePrejudice. It still doesn't kill Wraith.
* NotInThisForYourRevolution:
** Wraith doesn't care for the Kree resistance's fight against the Phalanx, only wanting revenge against the man who killed his parents.
** Groot isn't exactly invested in the suicide mission, but is roused to fight the Phalanx because they might one day threaten Planet X.
* OneSteveLimit: Both Adam Warlock and the Technarch Warlock play a role in the story. Lampshaded by Adam who refers to the Technarch Warlock as his namesake.
* OneWingedAngel: At the climax, Ultron takes control of an entire swarm of Kree sentries and merges them into a giant Ultron body for himself.
* OnlyMostlyDead: Even after being lobotomised and given a MercyKill by Ronan, the Supreme Intelligence was still alive, until the Phalanx found it. Wraith manages to kill it for good (until a couple of years later, that is).
* PsychoPartyMember: Deathcry is this to Peter Quill's team. Her response to Captain Universe "stealing her kills" (read: saving her life) is to attack him forcing him to kill her in self-defense.
* RevengeBeforeReason: Phyla tries to rush Ultron after [[spoiler:he kills Moondragon, never mind that she's hopelessly outclassed. Adam quickly rescues her]].
* ScaledUp: Moondragon turns into an enormous black dragon during the Quasar miniseries. However, she reveals it's a one-way trip, and it also means [[EldritchAbomination the Dragon of the Moon]] is regaining a hold on her.
* ShootingSuperman: At the beginning of ''Conquest'', a group of thugs try to shoot Phyla-Vell. It goes as well as you'd expect.
* ShoutOut:
** Peter Quill explicitly compares the suicide mission to the Dirty Dozen.
** The Uni-Force and Gabriel Vargas discuss their options. [[Franchise/StarWars They decide "Use The Force"]] is their best option.
* SpiderSense: Bug has his own version.
* ThereIsNoKillLikeOverkill: In order to deal with Ultron, the High Evolutionary blows up a star, as it's "the only way to be sure". It only pisses Ultron off.
* TortureIsIneffective:
** Blastaar is captured by the Phalanx and tortured for information regarding the insurgency. However, Blastaar doesn't know anything because the insurgency diverges as little information as possible to their members as a way to avoid the enemy knowing too much. Blastaar doesn't even know who his superiors are.
** Wraith is captured by the Phalanx and tortured by [[spoiler:an assimilated Ronan]] to learn how he is able to defeat the Phalanx. Wraith refuses to break.
* TrojanHorse: The Phalanx kick off their conquest by infiltrating the Kree Empire's capital via a delegation of infected Spaceknights. Under the pretense of upgrading the empire's battle network with superior software, they infect the network with a virus and take complete control of all Kree military hardware.
* VillainOverride: Ultron manages to take over [[spoiler:Praxagora, and makes her self-destruct in the process]]. Then he takes over several hundred Kree Sentries.
* WhatHappenedToTheMouse: Ten-Cor is a Kree soldier who features throughout the ''Conquest'' one-shot that begins that event, and is taken over by the Phalanx... and is never seen again.
* WouldHurtAChild: The Phalanx have no problem liquefying children for fuel.

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