Classification: Extraterrestrial humanoids

Location/Base of Operations: Large interstellar empire in the Milky Way galaxy, originating from the planet Quistalium (second from the sun), Quistraa star system.

Known Members: Kalthea, "Lucifer/Agent One," "Supreme One," unidentified host of Dominus;
    estimated population of 950,000

Affiliations: Dominex, Dominus, Ultra-Robots;
    formerly Uatu the Watcher;
    servant races: Sirians of Sirius IV, unidentified race, many others;
    the Destroyer (Roger Aubrey)'s V-Battalion used Quistalium technology in their Vanguard carrier.

Enemies: Avengers (Captain America/Steve Rogers, Firestar, Hawkeye/Clint Barton, Iron Man/Tony Stark, Justice/Vance Astrovik, Mockingbird/Bobbi Morse Barton, Scarlet Witch/Wanda Maximoff, Tigra/Greer Nelson, Vision/"Victor Shade," Wonder Man), la Espirata/Firebird (Bonita Juarez), humanity, Moon Knight/Marc Spector, Professor Charles Xavier, Hank Pym, Tony Stark, Thunderbolts (Atlas/Erik Josten, Hawkeye/Clint Barton, Jolt/Hallie Takahama, Mach-1, Moonstone/Karla Sofen, Songbird) , US Air Force, X-Men (Angel/Warren Worthington, Beast/Hank McCoy, Cyclops/Scott Summers, Iceman/Bobby Drake, Marvel Girl/Jean Grey), unidentified Tibetans

First Appearance: (Kalthea) Tales of Suspense I#56 (August, 1964);
    (Lucifer) X-Men I#9 (January, 1965);
    (Quist identified) Official Handbook of the Marvel Universe #5 (May, 1983);
    (Arcane identified) West Coast Avengers II#24 (September, 1987)

Powers/Abilities: Quists are essentially human in appearance and abilities; Lucifer, at least, demonstrated limited telepathic abilities, though these may have been technologically derived (perhaps based on Dominus' technology). Additionally, Lucifer gained a number of additional, ionic-based powers not inherent to his race.
    The Quist have created and utilize advanced technology, including faster than light travel, and exotic weaponry, including: Dominus, a highly advanced computer complex that could blanket a world with mind-deadening rays, enabling the Quist to enslave its populace; Dominex, a giant, robot strong enough to level a mountain, able to project "Somni-Rays" that render unconscious most organic beings, and possessed a highly durable, variable frequency, energy field that was virtually impenetrable, as well as fast-acting self-repair circuitry; the Ultra-Robots, which formerly operated Dominus, using it to conquer other worlds, and possess a number of offensive capabilities, including flight, superhuman strength (class 10?), and hand-fired energy blasts; the Ultra-Scanner, with which Lucifer viewed distant events across the planet; a thermal bomb that could destroy an entire continent (if strategically placed, it might destroy a whole world); and the Mento-Wave Receiver, which tracks psionic energy, and a second device to follow this energy and strike down their source; traps within bases, such as trapdoors, flame weapons, closing walls, etc.; and possibly equipment Lucifer may have used to take over the minds of others
    While trapped in the Nameless Dimension, Lucifer further developed (possibly recreating existing Quist technology) a Dimensional Transmitter that allowed him to overlap a portion of the that realm with Earth, gaining limited and temporary access to Earth. Casadrax later vastly amplified his Dimensional Transmitter's power. However, the Casadrax's energies proved too much for his human hosts.

    Quistalium warheads, upon detonation, vaporize all cellular matter in six seconds. The V-Battalion held at least one of these.

Traits: Quistalium society is developed into several castes, including laborers, such as those working surrounding asteroids' radioactive mines; aristocrats; and the Arcana (aka the Arcane), a semi-secret Imperialistic faction within the Quistalian government. Most aristocrats scorn those from other castes, even those who prove their intelligence and skills to be the equal or superior of the aristocrats'. A number of satellite societies exist on various smaller asteroids, such as the one ruled peacefully by the noble Queen Kalthea. The Arcane view others as inferior, and among the Arcane's most exalted techniques is the "secret victory": duping one's foes into unwittingly serving one's cause. They sent agents to scout and prepare worlds for the arrival of Dominus, which blankets a world with mind-deadening rays, enabling the Arcane to enslave its populace. Dominus eventually conquered the Quist, becoming their master and using them as servants as it continued its mission. If Dominus was unable to takeover a planet, Dominex was then used to destroy that planet.

(X-Men I#21 (fb) / Official Handbook of the Marvel Universe Deluxe Edition#18: Lucifer) - Eons ago, the Quists constructed the highly advanced computer complex known as Dominus, as well as the advanced Ultra-Robots needed to operate it. "While Earth was still a mass of floating gases," (about 5 billion years ago, I guess) they began to extend sway to nearby worlds. To conquer a planet, the Quists would establish a secret base there and then eventually teleport Dominus and its robots there. Dominus would be modified each time to affect the minds of the race inhabiting the planet to be conquered; in each case the study and modification designs would take a number of Earth years. Finally, when Dominus was ready, it would blanket the planet with rays that deadened the wills of the planet's natives, so that they could easily be enslaved by the Quists.

(Avengers III#12 (fb) - BTS) - Dominex was used to destroy any planet that Dominus might be unable to takeover, though Dominus allegedly never failed on 1000 worlds

(X-Men I#21 (fb) / Official Handbook of the Marvel Universe Deluxe Edition#18: Lucifer) - The Quists established a large interstellar empire in the Milky Way galaxy. However, their existence and their imperialism (and success at conquering other races) are known to few starfaring races.

(X-Men: Shadows of the Past (fb) - BTS) - Having worked his way up into the Arcana from the Quist's lowest laborer caste, the Quist who would become known as Lucifer oversaw many successful campaigns. He identified dozens of unsuspecting species and methodically plotted their downfalls, pursuing each scheme with painstaking care and diligence until the time came to activate Dominus and deaden the wills of the populace. He never failed in any of these missions.

(Official Handbook of the Marvel Universe Deluxe Edition #18: Lucifer) - The Supreme One of Quist designated their most successful conqueror "Agent One."

(X-Men: Shadows of the Past (fb) - BTS) - On Quistalium, Agent One's efforts brought him glory and prestige, earning him a large, well-appointed estate by the dazzling Falls of Fire; medals enough to fill a sleeping chamber; and long parades before cheering throngs in the immense synthetic canyons of the capital. His successes propelled him to the top of Quistalium's military hierarchy, garnered him the admiration of lesser agents, and gave him access to his government's secret inner councils. Still, the only reward he ever coveted was conquest itself; his only desires were to serve the Supreme One and to expand the Quistalian Empire.

(West Coast Avengers II#24 (fb)) - Dominus enslaved an unidentified race.

(X-Men I#21 (fb)) - Agent One oversaw Dominus' enslavement of the Sirians of Sirius IV, turning its once great and advanced civilization into automatons serving the Arcane. Once Dominus succeeded, Ultra-Robots assisted in watching over the slaves.

(Official Handbook of the Marvel Universe Deluxe Edition #18: Lucifer) - Arriving on Earth in preparation to conquer it, Agent One took the name "Lucifer" after one of the names of the Biblical devil.

(X-Men I#20 (fb) - BTS) - Decades ago, Lucifer made his base within a walled city in the shadow of the Himalayas, using his advanced technology to take mental control of select residents and using them to control the rest of the populace.

(X-Men I#20 (fb)) - Investigating tales of a mysterious walled city near the Himalayas, Charles Xavier learned of its mysterious master and fomented rebellion. Though Lucifer discovered and planned to destroy Xavier and the rebels, the Supreme One, having detected the destruction of some of their equipment, ordered Lucifer to abandon his current base in "Sector 'A'" and relocate to a new one in "Sector 'B.'" Before departing, Lucifer triggered a large slab to fall atop Xavier, crushing his lower body.
    Dealing with Lucifer's future threat was one of the reasons Xavier founded the X-Men.

(X-Men I#9) - Lucifer started construction of a thermal bomb that would take him ten years to construct.

(Tales of Suspense I#56/2) - A satellite Quist society on a metallic asteroid, ruled by Queen Kalthea, was stormed by a band of barbarians. Despite the barbarians threatening to overwhelm her forces, Kalthea bravely remained on the battlefield, exhorting her troops to victory. Attracted to the noble Kalthea, but able to directly interfere in the conflict, Uatu the Watcher chose simply to view the conflict directly, appearing in the barbarians' midst and frightening them off, as planned. Kalthea offered Uatu to marry her and rule by her side; unable to break his vows, Uatu spurned her, acting arrogantly and cruelly so she would not yearn for their lost love the way that he did.

(X-Men I#9) - Shortly thereafter, Professor X located Lucifer's Balkan mountain base but was captured by Lucifer and informed of a giant thermal bomb (large enough to blow up a continent) that was attuned to Lucifer's heartbeat and would go off if Lucifer died. Ultimately, however, Xavier telepathically rendered Lucifer unconscious without slowing his heart rate, and then guided the X-Men's Cyclops (Scott Summers) to fire a hairline beam into Lucifer's bomb, safely deactivating it.. Xavier then allowed Lucifer to awaken and to go free, feeling that this, his first defeat, would demoralize him and that he would know that there was no place on Earth remote enough that he could escape the X-Men's retribution.

(X-Men I#20) - Having proven his ability to manipulate beings over great distances, Lucifer rendered Xavier virtually comatose with a beam that tracked his telepathic power, then contacted the Supreme One, announcing the time had come for Dominus; the Supreme One was pleased, as this meant that Earth could soon serve as a stepping stone to galaxies and universes. Via technology, the X-Men neutralized Lucifer's paralyzing power, and Xavier led them to Lucifer's base in the Southwest desert.

(X-Men I#21) - The Supreme One transported Dominus' components and the Ultra-Robots to Lucifer's base. Lucifer captured Xavier and announced his plans to enslave Earth before entrapping the X-Men, as well. Xavier guided the X-Men not to touch Dominus, which had a lethal self-protection system, and instead directed them to manipulate the Ultra-Robots assaults into Dominus; and Dominus' security measures destroyed the Ultra-Robots.
    Without the Ultra-Robots to operate it, Dominus was now useless. Lucifer swore revenge, but when the Supreme One realized what had happened, he named Lucifer a failure and banished him to the Nameless Dimension. Dominus was drawn back into space by the Supreme One.

(Citizen V and the V-Battalion#1 (fb) - BTS) - At some unspecified point, Quistalium technology was incorporated in the V-Battalion's Vanguard Carrier (along with Aakon, Kree, Skrull, and presumably more...)

(Iron Man I#20 (fb) - BTS) - Lucifer developed a dimensional transmitter and used it to create a limited and temporary overlapping field between the Nameless Dimension and Earth that allowed him to travel to a specific location on Earth.

(Iron Man I#20) - Seeking to return to Earth via making Tony Stark build a receiver on Earth, Lucifer transmitted power to bitter Stark Industries employee Charles Gray, turning him into a Lucifer duplicate. Gray/Lucifer battled Iron Man until Gray's wife, Wilma, convinced him not to throw their lives away. Gray opposed Lucifer, forcing him to fade fully back to the Nameless Dimension.

(Captain America I#177) - Lucifer used the mineral Casadrax to provide limitless power to his Dimensional Transmitter, which he then used to return to Earth. Consumption of Earth food, however, disrupted his hold on Earth, and Lucifer merged with criminals Rafe Michel and Aries (Grover Raymond) -- as his power was too much for any one person to contain, transforming both men into...Lucifi?

(Captain America I#178) - The two Lucifi flew Morgan's jet to Lucifer's Southwest base and located three previously unused Ultra-Robots, though the Michel-Lucifer remained clueless as to the plan. Per Lucifer-Aries plan, the Ultra-Robots assaulted Harlem, drawing the Falcon's attention as planned. A ski mask-wearing, temporarily identity-less Steve Rogers destroyed the robots, and both Lucifi soon perished from the strain of containing Lucifer's power. The real Lucifer abruptly found himself returned to the Nameless Dimension.

(West Coast Avengers II#24 (fb) - BTS) - Dominus reported that Lucifer's "mindless exhibitions drew altogether too much attention to us. Thus, Lucifer was "terminated" and Earth was declared completely untouchable until Lucifer was forgotten." The moment occurred three years prior to the main story.

(West Coast Avengers II#24 (fb) - BTS / Official Handbook of the Marvel Universe Update '89#2: Dominus) - The Arcane modified Dominus so it could operate without the Ultra-Robots. However, this, in addition to modifications made to Dominus with each world it conquered, caused Dominus to gain sentience and sufficient power take control of the Arcane.

(West Coast Avengers II#24 (fb) - BTS) - Dominus took control of an unidentified Quist/Arcane to serve as his body on Earth.

(West Coast Avengers II#24 (fb) - BTS) - Dominus was sent to begin the second ("and final") phase in the Arcane's conquest. It was instructed to guard against Professor X's minions. Returning to Earth, Dominus established a secret base in southern Arizona from which it prepared to conquer Earth; Dominus expected conflict with the Defenders or the Rangers.

(West Coast Avengers#17 (fb) - BTS) - Dominus encountered Sunstroke wandering through the desert wastelands.

(Official Handbook of the Marvel Universe Update '89#2: Dominus's Minions - BTS) - After encountering Sunstroke, Dominus resolved to create a number of agents to serve as guards in case Xavier's forces should interfere with his plans. Sunstroke and the artificially made Butte, Cactus, and Gila became Dominus' servitors/minions, the Desert Dwellers/Desert Horrors.

(West Coast Avengers#17 (fb) - BTS) - Concerned his desert base might be discovered by Firebird or her Rangers teammates, Dominus sent his Desert Dwellers to spy on them.

(West Coast Avengers#17) - As the West Coast branch of the Avengers searched for Firebird (Bonita Juarez) in the desert outside Albuquerque, New Mexico, Dominus used the Desert Dwellers to lure the Avengers to his Arizona base, then banished them back in time with a damaged time machine that could only travel backwards in time.

(West Coast Avengers II#22 (fb) - BTS) - Foreseeing the Avengers might somehow summon aid from the Fantastic Four, who also held a time machine, Dominus led the Desert Dwellers to break into Four Freedoms Plaza, fight their way past the Fantastic Four, and destroy their time machine.

(West Coast Avengers II#23 - BTS) - Dr. Pym helped Reed Richards repair his time machine, after which they located the time lost Avengers and returned them to their native time.

(West Coast Avengers II#24) - The Avengers invaded Dominus' base and defeated his Desert Dwellers (including about 50 total duplicates of Butte, Cacti, and Gila). Dominus then used his will-dominating device to immobilize the Avengers. However, possessing 3-4 separate personae, Moon Knight escaped Dominus' control by shifting to another persona and closed on Dominus. Unable to accept his mind control's failure, Dominus went mad: the machine overloaded, releasing the Avengers from its control.
    Dominus' central core broke free from the mountain (causing it collapse) and flew off into space. Considering that Dominus took years to reconstruct, the Avengers decided he would not be threatening them anytime soon.

(Avengers III#12 (fb) - BTS / West Coast Avengers II#24 - BTS) - Dominex was damaged when Dominus' core launched, leaving it in a dormant state.

(Avengers III#12 (fb) - BTS) - Earth was the first world to resist Dominus and the Arcane's power.

(Avengers III#12) - A battle between the Avengers and Thunderbolts awakened Dominex, who initiated its plan to destroy Earth via rupturing its tectonic plates at the Murray Fracture Zone. The two teams united and destroyed Dominex's command center, incapacitating it.

(X-Men: Shadows of the Past) - Lengthy isolation in the timeless void of the Nameless Dimension pushed Lucifer to the brink of insanity.

(X-Men: Shadows of the Past) - Lucifer resolved to redeem himself to the Arcana by escaping the Nameless Dimension and destroying the source of his humiliation: Xavier and the X-Men.

(X-Men: Shadows of the Past) - Lucifer sent ionic beings to abduct and replace Xavier, sending the real Xavier to the Nameless Dimension. The duplicate tricked the X-Men into gathering equipment from Lucifer's various bases to adapt Lucifer's transporter to return a being from the Nameless Dimension. Aided by Jeffrey Saunders, Xavier reached the portal before Lucifer and trapped him anew.

Comments: Lucifer and Kalthea created by Stan Lee (with Jack Kirby & Chic Stone and Larry Lieber & George Bell, respectively);
    alien race fleshed out by Roy Thomas, with Werner Roth & Dick Ayers.

    Official Handbook of the Marvel Universe I#5: Appendix to Alien Races not only first provides the name of the Quist race, but also identifies Kalthea as a Quist and identifies their first appearance as Tales of Suspense I#56 (August, 1964)

    See the Dominus and Lucifer profiles for further data. Additionally, the Ultra-Robots and the Desert Dwellers (including each member) have their own profiles. For this profile, I've focused on Lucifer and Dominus plots directly involving the Quist's efforts to conquer Earth.

Profile by Snood.

The Quist/Arcane/Arcana have no known connections to:



Supreme One

The apparent ruler of the Arcane, the Supreme One presumably oversaw many, if not all of Agent One/Lucifer's conquests.

(X-Men: Shadows of the Past) - Most successful of the Arcane, Agent One's only desires were to serve the Supreme One and to expand the Quistalian Empire.

(Official Handbook of the Marvel Universe Deluxe Edition#18: Lucifer) - The Supreme One of Quist designated Lucifer "Agent One."

The Supreme One presumably sent Lucifer to Earth following the conquest of Sirius IV.

(X-Men I#20 (fb)) - The Supreme One, having detected the destruction of some of their equipment, ordered Lucifer to abandon his current base in "Sector 'A'" and relocate to a new one in "Sector 'B.'"

(X-Men I#20) - Lucifer contacted the Supreme One and announced that the time had come for Dominus; the Supreme One was pleased, as this meant that Earth could soon serve as a stepping stone to galaxies and universes.

(X-Men I#21) - The Supreme One transported Dominus' components and the Ultra-Robots to Lucifer's base hidden within a mesa in the Southwestern US.

Without the Ultra-Robots to operate it, Dominus was now useless. Lucifer swore revenge, but then the Supreme One contacted him, demanding to know why the signals from the Ultra-Robots had ceased. Lucifer admitted that the humans had destroyed the robots and pleaded for mercy, but the Supreme One named him a failure and banished him to the Nameless Dimension. Dominus was drawn back into space by the Supreme One.

(West Coast Avengers II#24 (fb) - BTS?) - Dominus reported that Lucifer's "mindless exhibitions drew altogether too much attention to us. Thus, Lucifer was terminated and Earth was declared completely untouchable until Lucifer was forgotten." The moment occurred three years prior to the main story.

    His fate following Dominus' conquering of the Quist is unrevealed.

--X-Men I#20

images: (without ads)
Official Handbook of the Marvel Universe Deluxe Edition#15: Appendix to Alien Races: Quists entry - art by Kyle Baker
X-Men I#20, second to last page, second panel - Supreme One
X-Men I#21, pg. 8, panel 4 - Dominus enslaving Sirius IV
West Coast Avengers II#24, pg. 2, panel 4 - Dominus conquering unidentified race


Other Appearances:
Tales of Suspense I#56/2 (August, 1964) - by Stan Lee (writer/editor), Larry Lieber (penciler), George Bell (inker)
X-Men I#9 (January, 1965) - by Stan Lee (writer/editor), Jack Kirby (pencils), Chic Stone (inks)
X-Men I#20-21 (May-June, 1966) - by Roy Thomas (writer), Werner Roth (as Jay Gavin, pencils), Dick Ayers (inker), Stan Lee (editor)
Iron Man I#20 (December, 1969) - by Archie Goodwin (writer), George Tuska (pencils), Joe Gaudioso (inker), Stan Lee (editor)
Captain America I#177-178 (September-October, 1974) - by Steve Englehart (writer), Sal Buscema (pencils), Vinnie Colletta (inks), Roy Thomas (editor)
West Coast Avengers II#24 (September, 1987) - by Steve Englehart (writer), Al Milgrom (layouts), Mike Machlan (finishes), Mark Gruenwald (editor)
Marvel Tales#262/2 (June, 1992) - Barry Dutter (writer), Vince Evans (artist), Kelly Corvese (editor)
Avengers III#12 (January, 1999) - Kurt Busiek (writer), George Perez (penciler), Al Vey & Bob Wiacek (finishes), Tom Brevoort (editor)
X-Men: Shadows of the Past (June, 2000) - by Michael Jan Friedman
Citizen V and the V Battalion#1 (June, 2001) - Fabian Nicieza (writer), Michael Ryan (penciler), Sean Parsons (inker), Mark Sumerak (assistant editor), Tom Brevoort (editor)

Last updated: 12/28/13

Any Additions/Corrections? please let me know.

Non-Marvel Copyright info
All other 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:

Special Thanks to www.g-mart.com for hosting the Appendix, Master List, etc.!

Back to Races