Cover Date: January 1994; On Sale Date: November 1993
Writer: D. G. Chichester; Artist: John Hixson & John Bridges; Inker: Bill Anderson, Rich Rankin, & Scott Koblish; Letterer: Gail Beckett; Colorist: Mike Worley; Editor: Evan Skolnick; Group Editor: Bobbie Chase; Editor In Chief: Tom DeFalco; Cover Artist: Tristan Shane
At Glastonbury Tor in England, the remaining Midnight Sons face Zarathos and the Fallen in battle. The fight goes poorly for the heroes until Strange reanimates a legion of dead warriors to aid them. During the battle, the Caretaker notices red dagger designs burning on his allies’ arms. Zarathos feels pain when the Fallen Metarchus is injured, causing the demon to teleport himself and his followers away. The Midnight Sons return to the Nightclub and speak with Embyrre, one of the Fallen who turned away from Zarathos when she was ordered to kill her father, the Blood named Raydar. Caretaker learns that another member of the Blood named Foundry is still alive and may know how to stop Zarathos.
The Midnight Sons locate Foundry in a South American jungle and learn that the Fallen are being used as batteries of negative energy by Zarathos. Foundry created a sword, called Justiciar, that can kill the Fallen, but first it must be tempered with the death of a member of the Blood. The Fallen arrive and the heroes come up with a plan; Strange, Blaze, and Vengeance teleport to face Zarathos while the rest kill the Fallen. Blade is forced to kill Foundry to activate Justiciar and uses the sword to kill the three Fallen.
In Tibet, Zarathos feels pain coming from deep inside himself. Thinking he is weakened, the Midnight Sons attack, but are quickly defeated. Morbius realizes that Zarathos is still drawing energy from Embyrre and goes to the Nightclub to kill her as well. Raydar teleports to Tibet and is killed by Zarathos, followed quickly by Embyrre, who destroys herself to deprive Zarathos of energy. Aided by the spirit of Ghost Rider attacking Zarathos from within, the Midnight Sons overpower the demon and stab him with Justiciar, which transforms him into stone.
Later, the Midnight Sons place the stone prison of Zarathos stop a mausoleum in Cypress Hills Cemetery, as a warning to others who try and cross them. Inside the mausoleum, the Caretaker leads them in a ritual that marks them all with the dagger brand of the original Midnight Sons, banding them together when they are needed. Outside, Lilith appears in most around the stone Zarathos and tells him that she is pregnant with his demonic children.
The Midnight Sons locate Foundry in a South American jungle and learn that the Fallen are being used as batteries of negative energy by Zarathos. Foundry created a sword, called Justiciar, that can kill the Fallen, but first it must be tempered with the death of a member of the Blood. The Fallen arrive and the heroes come up with a plan; Strange, Blaze, and Vengeance teleport to face Zarathos while the rest kill the Fallen. Blade is forced to kill Foundry to activate Justiciar and uses the sword to kill the three Fallen.
In Tibet, Zarathos feels pain coming from deep inside himself. Thinking he is weakened, the Midnight Sons attack, but are quickly defeated. Morbius realizes that Zarathos is still drawing energy from Embyrre and goes to the Nightclub to kill her as well. Raydar teleports to Tibet and is killed by Zarathos, followed quickly by Embyrre, who destroys herself to deprive Zarathos of energy. Aided by the Ghost Rider attacking Zarathos from within, the Midnight Sons overpower the demon and stab him with Justiciar, which transforms him into stone.
Later, the Midnight Sons place the stone prison of Zarathos atop a mausoleum in Cypress Hills Cemetery, as a warning to others who try and cross them. Inside the mausoleum, the Caretaker leads them in a ritual that brands them all with the dagger mark of the original Midnight Sons, banding them together when they are needed. Outside, Lilith appears in mist around the stone Zarathos and tells him that she is pregnant with his demonic children.