Type: Alternate earth

Environment: Earth-like

Usual means of access: Presumably dimensional attunement

Dominant Life Form: Humans

Significant inhabitants: Set, Quasar, the Last Heroes, the Seven Brides of Set, and the Serpent Men

First Appearance: What If ? II#25 (May, 1991)


History: (What If? II#25) - In this reality, during the Atlantis Attacks saga, Namor perishes in an explosion in the Panama Canal. Moon-Knight and the Punisher are unable to stop the production of the Save Our Society serpent drug and are transformed into near-mindless serpent men. Thor cannot convince his half-brother Atum to become Demogorge in order to save their mother Gaea from the threat of Elder-God Set. So, he returns to Set’s pocket dimension where the Thing, Dr. Strange, and Quasar have been battling him. Quasar is thrown by one of Set’s heads, and the Thing fails to catch him as he hurtles outward into the far reaches of the dimension. The Thing is then devoured by Set. Dr. Strange finds even the Crimson Bands of Cytorrak cannot withstand Set’s fiery breath and is burned to death, leaving only the Eye of Agamotto remaining. Thor goes into a berserker rage against Set, but soon realizes he can do no good and departs to Earth.

On Earth, Thor and Avengers are unable to stop Ghaur and Llyra, who succeed in releasing Set from his dimension. Set kills several of the Avengers, and even slays Ghaur and Llyra. The remaining Avengers, realizing that the seven brides are in no immediate danger, leave to gather reinforcements. Later, they return with others and fight against the Lemurian hordes. The Lemurians vastly outnumber the Avengers and thus many heroes die. Then Set has one of his seven brides fire Llyra's infra-sonic cannon upon the Avengers. The blast is so powerful that it topples most of the Lemurian city, wiping out the Lemurians and most of the Avengers. Iron Man, Wonder Man, the Vision, Mr. Fantastic, Captain Marvel (Monica Rambeau), and Thor manage to survive the destruction of the city and continue the attack against Set. Set (who is growing ever larger) kills them all, save Thor who is thrown out of the under-sea city and onto land.

With a great portion of Earth’s super-heroes killed, Set easily proceeds to conquer the rest of the world. The oceans are defiled with the serpent drug, which transforms all of humanity, including all of the remaining super-beings, into serpent men. Only Thor, Phoenix, Wolverine, Dr. Doom, the Hulk, Cloak, Aquarian, and Sabretooth are unaffected by the drug.

They all meet at the now-empty Baxter Building to try to make a plan to stop Set. Sabretooth suggests that they kill Set’s seven brides. Although everyone else dislikes the idea, they realize they have no choice. Dr. Doom proposes that he, Thor, and Phoenix take on Set as a distraction, while the others kill the brides. Meanwhile, Quasar, who has been speeding through Set’s dimension (which is now shrinking because Set has left), managed to use the slingshot effect to reverse himself. He flies back to the area where he fought Set and finds the grisly remains of the Thing and charred skeleton of Dr. Strange.

That night in Times Square, the last heroes launch their strike against Set. Sabretooth, Cloak, Hulk, Wolverine, and Aquarian catch sight of Thor’s team attacking Set. That being their cue, they begin their battle with the serpent men. With the aid of Aquarian’s null-field, Wolverine first kills the serpentine Magneto. The Hulk takes on Colossus and Rogue. Cloak is attacked by the New Mutants, but they all are absorbed into the abysmal dimension of his cloak. The Hulk breaks Colossus’s neck and then kills Spider-Man and Rogue. Sabretooth disposes of the Punisher, and Wolverine takes down Daredevil. Aquarian captures Longshot and Havoc in a null-sphere, but is against killing any living creature. Cloak shares his concern, and allows Aquarian to place the two serpent men into his cloak’s dimension. Having killed off all of the super-powered serpent men, they have no time to recover before they are attacked by the seven brides.

By this time, the brides are completely dominated by Set, and are out to kill. Storm electrocutes Sabretooth with a blast of lightening. The Invisible Woman forms an invisible force field around the Hulk’s head, trying to cut off his oxygen supply. Marvel Girl telekinetically hurls Wolverine at Aquarian, while one of the Scarlet Witch’s hex bolts transforms him into antimatter. Upon contact with Aquarian, both men are instantly killed in a huge explosion, leaving only Wolverine’s adamentium skeleton. Storm and Dagger try to kill Cloak by overloading his cloak with more light than it can absorb. The Scarlet Witch throws a second hex at Cloak, which causes his cloak to implode into itself, bringing Cloak with it. The Hulk tries to hold his breath, but Andromeda and She-Hulk begin to knock the wind out of him. The Scarlet Witch transforms him back to Bruce Banner with a hex, whereupon She-Hulk and Andromeda smash in his head. Back in Set’s dimension, Quasar (who has undergone some sort of transformation) finds the Eye of Agamotto. Knowing it is the key to victory against Set, he vanishes with it.

Simultaneously with the assault of Wolverine and the others, Thor, Dr. Doom, and Phoenix begin their battle with Set. Thor hurls Mjolnir at Set, but one of the heads swallows it. Dr. Doom is immediately attacked by several of Set’s heads. After a while, Set’s mystical flame begins to weaken even Dr. Doom’s force field. Doom converts all of his armor’s energy to the force field, but even that is not enough. Unable to admit defeat, Doom stands defiant even as he is burning alive. The death of Doom causes Phoenix to become enraged and she unleashes her full power against Set. However, Set begins to consume the Phoenix’s energies, growing bigger and even more powerful by the second. Thor commands his hammer to return to him, and it returns with such force that it literally explodes out of one of Set’s heads, destroying it. While the rest of Set’s head writhe in agony, the resulting energy feedback mortally wounds the partially consumed Phoenix, she suddenly loses her powers and falls to the ground, the impact shattering every bone in her body. Thor makes last stand against Set, but Set belches mystical flame at Thor. With the energy it absorbed from Phoenix, the power of Set is incredible and even Thor cannot withstand its flames. Thor continues to stand, even as his skin begins to melt away in the fiery holocaust. He is rescued when a giant hand of rock and earth to pulls him into the Earth. The hand was created by Gaea (Thor’s mother and goddess of the Earth) who although drastically weakened would not stand by and watch her son die. The comatose Thor is placed in a giant crystal, while Gaea weeps.

Suddenly the Silver Surfer arrives to kill Set, who now is so large he can be seen from space. The Silver Surfer moves so fast that Set is unable to attack him and the Surfer succeeds in destroying another head. As Set reels in pain, the Surfer goes in to strike a killing blow, but Set overwhelms him with flame. The Surfer is saved by Quasar, who has gained the Uni-Power and has added it to the energy of his quantum bands to transform himself into a super-powerful giant. Quasar tosses the Eye of Agamotto in front of Set, and both are sucked inside of it. There, they will battle for all of eternity. The Silver Surfer brings the amulet to Uatu the Watcher.

Much later, the seven brides each give birth to a son of Set. The sons in turn devour their mothers. As they grow to adulthood, they proceed to consume the countless remaining serpent men. After wiping out all life on Earth, the seven sons of Set leave to conquer new dimensions.

(Quasar#30) - Quasar of Earth-616 observed his Earth-Set counterpart battling Set while searching for the Living Laser, who had passed through the Watcher's dimensional portal.



Set conquered the entire Earth and through his minions transformed all of humanity (save the Last Heroes) into mindless serpent men. He impregnated his seven brides and was probably planning to conquer the entire universe. Set slew Dr. Doom, absorbed most of the Phoenix’s power, burned Thor beyond recognition, and pretty much killed Gaea. During the battle, two of his heads were destroyed. He was later imprisoned in the Eye of Agamotto by Quasar, where he battles Quasar for eternity. His seven sons survived and set out to conquer other alternate dimensions in his name.








Quasar was stranded in Set’s rapidly imploding dimension, until he found the Eye of Agamotto and was empowered by the Uni-Power and became Captain Universe. He combined the Uni-Powers with the energy of his Quantum Bands to become a super-powerful giant, whose power rivaled Set’s own. He trapped himself and Set within the Eye of Agamotto, where they continue to fight for all of eternity.






The Last Heroes


The only ones on Earth save Set’s brides, who were not effected by the serpent drug. They were composed of Thor, Dr. Doom, the Hulk, Phoenix, Wolverine, Aquarian, Cloak, and Sabretooth. It was Sabretooth who suggested that they kill the brides in order to destroy the threat of Set’s sons. Dr. Doom devised a plan where one team tackled Set’s serpent men and the brides, where the other fought Set himself. All were killed in battle, save Thor who was rescued at the last moment by Gaea.





The Serpent Men


They were created by Tyrannus’s mutagenic drug. They must have possessed some degree of enhanced strength, but were near mindless and their reaction time was slowed. The Serpent Men encountered by the Last Heroes were all once super-heroes. They were composed of Boom Boom, Cannonball, Colossus, Daredevil, Havoc, Longshot, Magneto, Moon-Knight, the Punisher, Rogue, Rictor, Spider-Man, Sunspot, Warlock, and Wolfsbane. Colossus, Daredevil, Magneto, the Punisher, Rogue, Spider-Man were all slain by the Last Heroes, but the others survived as they were absorbed into the dimension in Cloak’s cloak. All the remaining non-super powered serpent men were devoured by the sons of Set.






The Seven Brides of Set were all chosen by Ghaur and Llyra to be the future mothers of Set’s sons. They were Andromeda, Dagger, the Invisible Women, Marvel Girl, the Scarlet Witch, She-Hulk, and Storm. Their wills were completely dominated by Set and they had no problems with killing their old friends and once teammates. Long after Set had been dealt with by Quasar, the brides gave birth to Set’s sons, who consumed their mothers.


Comments: Created by Jim Valentino and Rik Levins

For anybody who may be confused, here’s a little background information: all of this takes place during and after the Atlantis Attacks crossover storyline (supposedly created to celebrate Namor’s 50th anniversary), during which Ghaur and Llyra attempt to bring the Elder-God Set to Earth. First, they trick Attuma into attacking the surface lands. Then they have Tyrannus set up the Save Our Society Foundation, which is made out to be a drug re-hab program, but in actuality is supplying a drug that will transform humans into serpent men. Then they gather all of the Serpent Crowns in the multiverse and fuse together into one giant crown to serve as an aperture through which Set can be transported to Earth. Finally they select seven brides (Marvel Girl, the Invisible Woman, Andromeda, She-Hulk, Storm, Dagger, and the Scarlet Witch) who would give birth to the sons of Set. The events in this What If ? diverge from Iron Man Annual #10, Punisher Annual #2, and Thor Annual #14.

Ghaur and Llyra must not have gathered together all of the Serpent Crowns in the multiverse, as that would mean there would be none for their counterparts to use on Earth-Set. They must have just gathered however many one would need to build a dimensional aperture.

Per Degaton pointed out that the Uatu narrating this What If ? must have not been Earth-616’s, but rather the Watcher of Earth-Set as he was given the Eye of Agamotto by the Silver Surfer. He also mentions that in the past it was unknown whether or not Set had any alternate dimensional counterparts, and this issue clearly establishes that Set has at least one.

I assume the presence of Phoenix in Thor’s assemblage of surviving heroes indicates the members Excalibur were slain as well. With that being said, I guestimate the death toll in this issue is (in quasi-chronological order): Namor, the Thing, Doctor Strange, the Wasp, the Beast, Hank Pym, Ghaur, Llyra, Ms. Marvel, the Black Panther, Captain America, the Black Widow, Hawkeye, Mockingbird, the Human Torch (Jim Hammond), the Human Torch (Johnny Storm), the Lemurians, Iron Man, the Vision, Captain Marvel II, Mr. Fantastic, Captain Britain, Shadow Cat, Nightcrawler, Meggan, Magneto, Colossus, Spider-Man, Rogue, the Punisher, Daredevil, Sabretooth, Wolverine, Aquarian, Cloak, the Hulk, Dr. Doom, Phoenix, Marvel Girl, the Invisible Woman, Dagger, Storm, She-Hulk, Andromeda, Scarlet Witch, and finally humanity. That’s still surpassed by What If ? I#32, where the entire universe was destroyed.

Some of Marvel’s crossover series were rather lackluster or inane, but at least the provided good material for What If’s. I think that out of all the apocalyptic What If’s diverging from crossovers, this one is my favorite. However, there seemed to have been many things that Thor and company could have done to better the odds against Set rather than doing an all-out-doomed-to-fail-but-we-gotta-do-it attack. They could have recruited some of the other Asgardians to help them, or armed themselves with the advanced weaponry in the Baxter Building. Despite this, I still like it. This means that somewhere, there are seven, gigantic, demi-god serpents (probably each having inherited their mother’s powers) out to conquer the multiverse. It would be neat if these seven sons of Set could journey to Earth-616.

If a kilogram of antimatter comes in contact with a kilogram of mater, the resulting explosion would be equivalent to 43 hydrogen bombs. I guess Aquarian’s null-field must’ve absorbed most of the blast before he and Wolverine were vaporized.

The Serpent Men (former heroes who were transformed by the Save Our Society Drug) should be distinguished from:

All characters of Earth-Set should be differentiated from their Earth-616 or other reality coutnerparts


Any Additions/Corrections? please let me know.

Last Updated: 01/22/03

All characters mentioned or pictured are ™  and 1941-2099 Marvel Characters, Inc. All Rights Reserved. If you like this stuff, you should check out the real thing!
Please visit The Marvel Official Site at:

Back to Dimensions