Adaptation is hard enough when one is taking a piece from its original contexts, genre, or modality when the movement is lateral along cultural lines. When adaptation crosses various cultures and languages, though, things become far more complex. Manga artist Tanabe Gou has made his career out of such adaptations; Gou’s library of works consists almost entirely of adaptations of H.P. Lovecraft’s fiction. This chapter introduces the complicated layers of adaptation when cultures, histories, languages, and modalities are changed; instead of simply moving from one medium to another, Gou’s adaptations try to take nearly 100-year-old horror texts from an American author, whose works were steeped in very problematic drapings of racism and cultural paranoia, and transforming them into serialized manga for a modern, adult Japanese audience, with its own cultural milieu. The chapter will look beyond the surface of simply “How does Lovecraft look in manga,” to considering the issues of race, gender, and representation from one of America’s cult classic authors with a dark and troubling legacy, to how does Japan, itself a nation with deep xenophobia, race, and gender issues, adapt or ignore these issues in Lovecraft?