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He created all. And he controls all. At the end, it is only He Who Remains.
Miss Minutes to Loki and Sylvie[src]

He Who Remains is a Marvel Comics character and the main antagonist of the first season of the Loki series. He is a Variant of Kang and is the one behind the Time Variance Authority.

He Who Remains was created by Len Wein and John Buscema.


I harnessed the beast's power and began experimenting on it. I weaponized Alioth... and I ended... I ended the Multiversal War! Once I isolated our timeline, all I had to do was manage the flow of time and prevent any further branches.
―He Who Remains[src]

On Earth, in the 31st century, a Variant of He Who Remains was a scientist that discovered the alternate universes and versions of himself, simultaneously as his other Variants did the same. This resulted in their encounter and sharing of knowledge and technology, and for a while there was peace with the Variants using what they learned from each other to improve the other universes. But some of his Variants saw the alternate universes as lands for conquest, beginning the Multiversal War. His Variants fought for the supremacy of their own universes and sought to eliminate the others, almost causing the destruction of all the timelines in the Multiverse.

Eventually, one of the Variants discovered a creature formed out of all the tears in reality that is able to consume time and space itself, Alioth. He Who Remains weaponized the beast's power to end the war. He then isolated a collection of realities following into a single timeline, calling it the "Sacred Timeline", and formed the Time Variance Authority to protect it and manage the proper flow of time, preventing branches and avoiding it from being overrun by Variants.

Under the moniker of He Who Remains, he then settled at the Citadel at the End of Time, with Alioth being settled in the Void to devour the entire branched realities that were sent to there by the TVA and guard the only entrance to his home. From the Citadel, he watched the Sacred Timeline and controlled the TVA without anyone knowing. He had Variants kidnapped from their timelines and then had their memory wiped to turn them into workers of the organization. He also created three androids, the Time Keepers, who served as the puppet rulers of the TVA and made the people of the TVA believe that they were three powerful entities who ended the Multiversal War and created the organization along with all its members. In addition, he created Miss Minutes, an artificial intelligence that serves and observes the TVA. During his period of isolation inside the Citadel, Miss Minutes has been in contact with him the whole time and is the only one that he talks to.[1]


Marvel Cinematic Universe


Season One

He Who Remains meets Loki and Sylvie inside the Citadel.

In the final episode of the season, when Loki and Sylvie arrive at the Citadel at the End of Time and are in the Hall of Heroes, He Who Remains emerges from the elevator and is amused to see the two Loki Variants standing beside each other, stating that it is unnatural. Sylvie refers to him by his moniker, making him laugh because Miss Minutes still calls him by this name. He says that it is a creepy name, but he likes it anyway. He invites the approaching Lokis into the elevator, to talk in his office. Inside the elevator, Loki expresses surprise that the ruler of the TVA is just a man and He Who Remains asks if they are disappointed after meeting him. Sylvie replies that this just makes it easier to kill him and repeatedly tries to hit him with her machete. He Who Remains laughs and evades all her attacks using the Time Twister function of his advanced TemPad.

He Who Remains invites Loki and Sylvie into his office.

He invites them into his office, and then offers each a cup of coffee and a seat while calling them both by the name Loki. With their weapons drawn, Sylvie and Loki reluctantly accept and sit in front of his table to hear him. He Who Remains comments how they made long journey to get there, going through a lot of running and pain, but managed to endure it. Because of his unconcerned demeanor, Loki tries to make He Who Remains realize that he lost because they found him. Sylvie attempts to hit him again, but he easily dodges it and then explains that they can't kill him because he already knows everything that will happen. He pulls out several scripts with dialogue from past and future and then shows them one with their dialogue from the previous few minutes as proof of his claim. Loki states that it is a trick, so He Who Remains asks how he is able to evade all their attacks to avoid being killed. Sylvie answers that it is because of the TemPad around his wrist, and He Who Remains adds that the device is loaded with everything he needs to not be killed by the duo.

Every step you took to get here, Lamentis, the Void, I paved the road. You... you just walked down it.
―He Who Remains to Loki and Sylvie[src]

He explains that he knows and has seen everything, being aware of things that even the Time Variance Authority doesn't know. He also knows everything that the pair did during their journey, all their scheming, talking and even their shared sentimental look by the lake on Lamentis. Sylvie insists that they got there because they escaped his game, but He Who Remains reveals that they actually never did. He tells them that every step they took, including on Lamentis and the Void, was planned by him, and he was the one who paved the way for them to get to the Citadel. He then reveals that he has future events in his scripts and pulls out the papers to show them, saying that this is the only possible way their discussion will unfold. An angry Sylvie asks why they are even there, but He Who Remains states that there is the point of being changed by the journey before the end and these events need to happen to get them on the right mindset to finish the mission. Loki wonders if everything until this moment was all part of a game, a manipulation. He Who Remains thinks that it is interesting that someone like Loki concluded this and tries to provoke the pair by asking Sylvie if she can really trust Loki, implying that he is the manipulator. Loki tells Sylvie to ignore this accusation, but He Who Remains then asks if Sylvie is even capable of trusting anyone at all.

He Who Remains tells Loki and Sylvie about when he weaponized Alioth.

He Who Remains says that he understands Loki and Sylvie's objections to what the TVA does, but assures them that while his methods are deceptive, the mission never was, and everything would be doomed with no TVA. Loki asks him what he is afraid of, and He Who Remains reveals that he fears himself. When Sylvie asks who he is exactly, he explains that he has been dubbed many names in the past: a ruler, a conqueror, He Who Remains, a jerk; but the answer is not so simple. Using his TemPad, he projects figures and starts to tell them the story behind the Multiversal War and the creation of the TVA. He elaborates about his Variants, noting his distinction from them, with some being evil versions of himself who caused the war that almost destroyed all the timelines in their conquest for power. When Sylvie mentions the story spread by the TVA propaganda, which says that the Time Keepers ended the Multiversal War, he reveals that he was actually the real person who ended the war by weaponizing Alioth and reorganizing the timelines. To prevent any further branches on the timeline, he then created the Time Keepers and the TVA, which worked as a highly efficient bureaucracy, leading the Multiverse to ages of cosmic harmony.

He assures Sylvie and Loki that he is not the devil that they came to kill, instead he is the one keeping them safe. He states that if they think that his actions are evil, then his Variants are much worse. He gives them two choices: stifling order or cataclysmic chaos. He says that they might hate him for being a dictator, but warns that if they decide to kill him, something even worse will take his place. He says that he has lived a million lifetimes and has gone through every scenario, and the only way that works to maintain order is with the TVA, but Sylvie argues that this whole story is just a lie. Loki then asks if he will simply continue to prune innocent timelines. To their surprise, He Who Remains replies that he won't, but Loki and Sylvie would. He explains that they can choose between kill him, destroying everything he built and unleashing an infinite amount of his versions in the Multiverse, or they can take his place and rule the TVA themselves.

I'm tired. And I'm older. Older than I look. This game is for the young, the hungry. I've gone through a lot of scenarios... trying to find the right person to take this spot. It turns out that person came in two. But it's definitely you two.
―He Who Remains[src]

He Who Remains reveals that he chose Loki and Sylvie to be his successors.

Hearing this, Loki states that He Who Remains is lying because he sees no reason for the ruler of the TVA to give up being in control. However, He Who Remains tells them that he is tired and much older than he looks. He has been doing this for a long time and thinks that this a work for the young, so he has been for some time searching for a successor. He then concludes that his replacement finally came to him as a pair, the two of them. Elaborating about their options, He Who Remains tells them that if they kill him, the Sacred Timeline will be exposed causing a Multiversal War, but if they choose to succeed him, they could lead the TVA however they want, even as benevolent rulers. Irritated and still bent on revenge, Sylvie says that He Who Remains just treats people's lives as if it was a game. He Who Remains argues that nothing he did was personal, only practical. Sylvie states that it was personal to her, frustrating He Who Remains, who calls her a murder and hypocrite that needs to grow up. He reminds the pair that all of them are villains and did horrific things in the past, but now the two of them have the chance to do it for a good reason.

He Who Remains removes his modified TemPad.

Suddenly, He Who Remains pauses as he notices that the threshold in time was finally crossed, and he reveals that lied to Sylvie and Loki earlier when he said that he knew everything that was going to happen. In reality, he knew everything until a certain point, which literally just passed. As new branches grow from the Sacred Timeline seen outside his office, He Who Remains tells the pair that he has no idea what is going to happen next. Loki asks if he will just let them decide his fate now. Excited with the unknown after spending an eternity knowing everything, He Who Remains energetically replies that he will. He explains that there is no real bad result for him, regardless of what they choose: if they take over, his life work's will continue through them; if they kill him, the numerous evil versions of him will start another Multiversal War which will end with him as the ruler of the TVA again, so he will be back through reincarnation. Sylvie continues to say that he is just lying to manipulate them. He Who Remains denies and to prove he is being honest, he removes the TemPad from his wrist, happy with the perspective of a new beginning.

Loki tries to stop Sylvie from killing He Who Remains.

Seeing He Who Remains unprotected without his TemPad, Sylvie lunges to kill him with her machete, but Loki holds her back, surprising He Who Remains. Astonished with the unknown and the unexpected turn of events, he watches as the pair argues in front of him. Sylvie is convinced that He Who Remains is lying and still wants to kill him to have her revenge, while Loki believes in him and wants them to think about their options for a moment before risking unleashing something far worse in the Multiverse. He Who Remains warns them to hurry and make their decision because the timeline is already branching. He sees the duo fighting, with Loki blocking all of Sylvie's attacks to prevent her from killing He Who Remains. The duel ends with Loki using his magic to appear between Sylvie and He Who Remains, saving him from her blade. He Who Remains witnesses the couple reconciliate and then passionately kiss, before Sylvie picking up his TemPad from the table to open a Time Door and sends Loki back to the TVA to be able to complete her mission.

Sylvie falls to the floor after killing He Who Remains.

He becomes impressed watching these events and Sylvie finally finds herself alone with the one that caused all the misery in her life when the TVA abducted her as a child and destroyed her branched timeline, and now she can get the revenge she worked her entire life to accomplish. As Sylvie advances toward him holding her machete, she asks him if he won't beg for his life, but He Who Remains is still too amused to care about his own death. When Sylvie plunges her blade into his chest, he simply smiles as he dies. He then winks, telling Sylvie that he will see her soon. Feeling no satisfaction from her kill, Sylvie falls to the ground beside his lifeless body. With He Who Remains dead, the Sacred Timeline is freed. It is seen from outside the windows of his office branching off into countless threads, all of which are detected by the TVA but are already past red line, showing that the organization will no longer be able to prune them and fix the timeline, so the damage is irreversible.

At the TVA, Loki cries for failing to stop Sylvie, but then decides to warn the others about the Multiversal War. He finds Hunter B-15 and Agent Mobius who are in the Archives checking the innumerous branched timelines on a TemPad. Loki tells them that it is impossible to stop the branches and tries to explain that he and Sylvie found He Who Remains at the Citadel at the End of Time and that they freed the timeline, which will cause the war between the many versions of the ruler of the TVA. However, Loki is surprised because neither Mobius nor B-15 recognize him. Loki then sees that where once stood the three statues paying homage to ones that the members of the TVA believe to be the founders of the organization, the Time Keepers, now there is a statue of Kang. This Variant of He Who Remains is the one they were warned about, and Loki realizes that this is not the same TVA he knows, it is a new version of the organization ruled by Kang.




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