The origin of entity known as Nemesis is covered in mystery. It has led us to believe that it was once the Infinity Gems in its humanoid sentient form. At some stage of its development it became tired of its existence, and willed itself to shatter into what was thought to be six gems. Each gem possessed a special gift that would be eventually passed on to its host. The cosmic vampire Rune set in motion the events that would reunite this powerful being once again. Rune crossed over into the Marvel Universe and relinquished the Infinity Watch of the gems. He battled the being known as the Silver Surfer, who was instructed by the Living Tribunal to return the Infinity Gems to the Marvel Universe in order to protect all reality. The Surfer was able to blast off Rune's hand, in which he had five of the six gems. The Soul Gem of Adam Warlock had affixed itself to the forehead of Rune.

The five gems were scattered throughout the Ultraverse, the being known as Lord Pumpkin would gain possession of the Power Gem, which granted him power beyond belief. The being known as Hardcase would come to possess the Time Gem. He would try to save his team with the gem by creating an alternate timeline, where they would not die in battle. The half-brother Loki of the Asgardian Thor, somehow crossed over into the Ultraverse and claimed all six Infinity Gems. He was approached by the Elder of the Universe known as Grandmaster, who attempted to trick him out of the gems. The Grandmaster wagered the unknown seventh gem, which became known as the Ego Gem for the other six gems. The Avengers were selected by the Grandmaster as his team of Chapions. Loki selected the Ultraforce as his team. Loki eventually won the wager by using the Reality Gem and was granted the seventh gem, which was linked to the Eternal Sersi. When she came into contact with Loki the two of them merge together reuniting all the gems and recreating Nemesis.