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Brian Michael Bendis (Writer), David Finch (Penciler), Danny Miki (Inker), Frank D’Armata (Colorist), RS and COMICRAFT’s Albert Deschesne (Letterer), Nicole Wiley (Assistant Editor), Andy Schmidt (Associate Editor), Tom Brevoort (Editor), Joe Quesada (Editor in Chief), Dan Buckley (Publisher)
Hawkeye, Ant-Man, Captain Britain, She-Hulk and Wasp are having a peaceful lunch at Avengers Mansion when the alarm goes off. The deceased Avenger, Jack of Hearts, has entered their backcourt. Ant-Man rushes ahead of the others to get to Jack, as they did not depart on good terms. Ant-Man finds the decomposing Jack, who apologizes to Ant-Man before blowing up. The explosion takes out half the mansion and leaves nothing behind of Ant-Man, except his skeleton. S.H.I.E.L.D. arrives to clean up the scene, but the Avengers are nerve-stricken. While Jarvis is taken to the hospital, Captain America and the Falcon arrive. Before they can learn much, a Quinjet comes in fast and crashes into the remains of the mansion. It cuts through the mansion and stops against a tree in the front. The Vision emerges and apologizes to his teammates, but he is no longer in control. He doesn’t understand what is happening, but they are all about to be punished. Vision then melts and shoots out five metal balls, which all transform into Ultrons. The Avengers confront their foes and quickly discover that to defeat them they must decapitate them. In the battle, however, She-Hulk becomes very emotional to the point where rage takes over and she loses control. In her rage she picks up the body of Vision and rips it in half. The others try to calm her, but she swats the Wasp and punches Captain America away. Captain Britain tries to stop her but, in her hulked out state, She-Hulk throws an armored van right at Captain America. Simultaneously at the United Nations, Iron Man gives a speech as Tony Stark to the delegates when he spontaneously becomes drunk and tries to murder the Latverian delegate. Yellowjacket and Scarlet Witch confront him, but Iron Man tells them that he didn’t drink anything. Elsewhere, two figures childishly argue in the darkness over what to do next. One thing is for certain: this is far from over.
All is peaceful in New York today. The sky is blue and birds fly all around Avenger’s Mansion. A group of Avengers sit to eat lunch served by Jarvis. Hawkeye relaxes and chats with Ant-Man, while the Wasp and Captain Britain eat on the other side of the long wooden dining table.
Viper, answers Hawkeye. Really, questions Ant-Man. Really, confirms the archer. Surprised, Scott Lang asks the other man if he is referring to Madame Hydra or someone else. Hawkeye answers that they are one and the same. Still not sure if he is hearing things right, Scott asks if Hawkeye is referring to the one with the green hair. Yes, replies Hawkeye one more time; the one with the sexy green hair and green leather. Stupefied, Scott asks if he really has a thing for her. I really do, replies Hawkeye grinning.
Hearing the last part about sexy green leather and hair as she walks in, She-Hulk greets Hawkeye by calling him a pig. Hawkeye turns his attention to the beautiful She-Hulk and tells her that she doesn’t even know what they are talking about. Jennifer Walters turns to Jan and asks her if she is wrong. Is Hawkeye a pig? No, replies Jan. She isn’t wrong. Hawkeye is indeed a pig. Jen looks back at Hawkeye to see what argument he has now that it is agreed upon. Hawkeye starts to eat some chips and explains to Jen, who is served some coffee by Jarvis that Scott asked him who his number one “Can’t Have” is. Jen is confused by Hawkeye’s meaning, so he explains that it is the one girl you can’t have, but want anyway. Jan finishes the story and tells Jen that Clint’s choice was Viper.
Jen becomes confused as she doesn’t know who Viper is, but when Jan explains that it is Madame Hydra’s other alias, she makes a disgusted face. Clint looks at Jen flirtatiously and tells her that it must be all the green. Jen smiles at the humor, but before she can give a good response, the alarms sound off. There is a security breach on the ground level in the backcourt. Jumping up, Jan orders the system to put it on hologram.
Kelsey transforms into her Captain Britain uniform as the other Avengers are left in utter surprise at the image before them. Captain Britain looks at the monitor and asks the others if it is really him. Scott looks at the image of the deceased Avenger, Jack of Hearts standing upon the ruins of the Avengers Mansion back gates. Scott is in disbelief and tells the others that he saw Jack die himself. Captain Britain asks the others if didn’t Jack just recently die. She-Hulk asks the computer to verify the figure on the hologram. The computer confirms that it is Jack of Hearts, who died May 5th of this year. To that end the team is on code red alert. Still shocked, the Wasp orders the Avengers to assemble. She orders the computer to have a full radiation analysis, but her attention is called away as Ant-Man shrinks into ant-size and flies outside on his queen ant.
Ant-Man flies to the backcourt and reverts back to normal size. He spots the decomposing animated corpse of Jack of Hearts among through the garden among statues of the Avengers and calls out to his former teammate. Scott takes off his helmet and asks him so many questions that are running through his head. What happened to him? What is he doing there? He died to save his daughter. Why did he do that? Jack does not respond and simply stares at Ant-Man. Concerned, Scott tells Jack that everything will be all right. “I’m sorry,” utters Jack of Hearts. Jack of Hearts then explodes, taking the backcourt and most of the mansion with him.
As the smoke from the blast begins to clear up, Jarvis finds himself trapped under the dining table in what used to be the dining room. Now there is nothing but scorched remnants of walls. As the Avengers pick themselves up from the rubble, Wasp asks her teammates if they are ok. Captain Britain begins to complain that she cannot breathe, but is able to collect herself and admits that she is just shaken. Wasp then orders Hawkeye to take point. As he rubs his head, he asks about what he is supposed to take point of.
She-Hulk rubs her jaw and looks out directly into the backcourt now that the back wall of the mansion is gone. There is nothing but smoke, so Hawkeye calls out to Ant-Man. There is no response. Confused, Captain Britain asks what is happening. As the Avengers walk out of the ruins, they are greeted by a horrific site. What used to be the backcourt is a giant crater, with a fire still burning in the center. Hawkeye’s attention is called to his left and he calls out Scott’s name again. “Oh sweet lord…” says Wasp, weakly. The Avengers all turn to see the skeletal remains of Scott Lang’s hand sticking out of the earth.
At that moment in the United Nations building, Tony Stark, dressed in his Iron Man armor sans helmet, addresses the powerful men and women assembled before him. To Tony’s left is the Scarlet Witch and to his right is Yellowjacket. Tony addresses the group before him and tells them that he is here as both Iron Man and Tony Stark. He is an Avenger and citizen of the world, as well as both United States Secretary of Defense and an industrialist member of the world economy. They are now meeting in a hall devoted to peace, in a world rocked by war. Every civilized nation is represented here and together they all will defend themselves and their future from terror and lawless violence. Today they are here to begin the process of redefining the role of the costumed Avenger.
Suddenly, Tony begins to sweat profusely when he spots the Latverian delegate smirking at him. He then rubs his eyes. When he pulls his hand back he gives the delegate a murderous look. Not liking this, the Latverian delegate scowls back.
Tony apologizes to the delegates, but he does not stop there. He tells them that when he looks out in the crowd he sees them all dressed up fancy, but there is this guy right in the front row. The “esteemed” delegate from Latveria has himself a front row seat and everything. How does he have the nerve to sit there, asks Tony directly to the shocked delegate. Aren’t these seats for humans? How many times does the world have to put up with his crap? He is a piece of garbage. Tony then calls him a rat fink. Does he want to know what that is? He should, because Latveria invented them. If he looks it up in the dictionary he will see his face, or that of whatever puppet master is pulling their strings this week.
Tony then calls for a vote to see if they should blow Latveria off the face of the planet and put up an amusement park instead. Yellowjacket grabs Tony, but he tells Hank to stop. Hank asks him what he is doing. Annoyed, Tony asks if he is the jerk now. He was only saying what they were all thinking. Hank tells Tony to calm down but, when he tries to pull him away from the podium, Tony tells him to get off. Tony looks back at the Latverian delegate and tells Hank to look at him. He is stinking up the whole place. He even looks like a rat.
Sitting next to the Latverian delegate is T’Challa, delegate and ruler from Wakanda and also the Avenger known as the Black Panther. T’Challa stands up and tells Tony that it might be best if he steps down now. Iron Man raises his gauntlet and begins to charge it up with energy. He tells T’Challa to shut up. Right now he would just love to put the Latverian delegate out of his misery. T’Challa jumps in front of the Latverian delegate as the other ones run for cover. Horrified, T’Challa asks Stark what is wrong with him. Tony does not respond, but gives another murderous look. Angry, T’Challa warns Tony not to do this or else.
Suddenly, Tony comes back to his senses and, after a moment, he rushes out of the room with his guards. As he leaves, Yellowjacket asks him what is wrong with him. Tony tells him to shut up, but Hank asks again. Tony yells at him and asks if he doesn’t have a wife to beat or something.
Tony rushes to the upstairs hallway, which overlooks the main assembly room he was just in. While Yellowjacket apologizes to the delegates, the Scarlet Witch follows Tony and asks him what is wrong with him. Tony rubs his forehead and tells her that he knows this feeling. He thinks he is drunk. You drank, Wanda questions, surprised. Tony is about to say something, but Wanda tells him that he has been sober for so long. Tony looks at Wanda, whose face is hidden by the shadows, and tells her that he didn’t have anything to drink. Wanda does not say anything, as her Avenger’s card starts to beep. She checks it and discovers that the code white alarm has gone off. Something is happening in the mansion. Yellowjacket joins the two and tells them that they have to go, but before they can Tony collapses to his knees.
At the mansion, S.H.I.E.L.D. and the local police and firefighters have reached the scene. As the firefighters try to put out the fire in the burning mansion, S.H.I.E.L.D. workers try to help the injured and contain the scene. The agent in charge tells the Wasp to wait for Nick Fury to get here before leaving. Not listening, the shocked Wasp tells the man that there might be lethal radiation from the blast that they could be exposed to right now. The man informs Wasp that it is S.H.I.E.L.D. protocol to check atmospheric conditions before landing. Wasp continues on and tells him that Jack of Hearts was half alien. Who knows what he brought on him. The agent tells Jan that she might be in shock and suggests that she sits down.
Nearby, Jarvis is being carried away by a stretcher. The medic with him orders several officers to question the civilians if they saw anything, as the grounds are now a S.H.I.E.L.D. matter. He then asks Jarvis if he is having trouble breathing. Jarvis tells the medic that he appreciates his concern, but he would rather have him tend the others. Annoyed, the medic tells “pappy” that he has a lot to do, so why doesn’t he just tell him where it hurts so he can hurry this up.
Suddenly, a voice tells the medic to speak to Jarvis as if he were speaking to him. As far as he is concerned Jarvis is an Avenger. The medic looks up to see the speaker is Captain America, and with him is Falcon. Embarrassed, the medic complies. Captain America comes to Jarvis’ side and asks him what happened. Jarvis informs Cap that they have experienced a horrible tragedy. Scott Lang has died in a horrible way. Someone needs to call his daughter. Before Cap can say anything else, a S.H.I.E.L.D. worker asks about the identity of the person approaching them.
Hawkeye looks into the sky to where the man is pointing and sees a Quinjet coming in. The archer explains that the whole team is coming in. Wasp joins the two as the agent comments that the jet is coming in pretty fast. Cap joins them as well and stares at the jet. However, Cap soon realizes that the jet is not slowing down and it is heading right for them. Worse, it looks as if the Vision is piloting the jet! Cap’s eyes widen with terror as the Quinjet narrowly misses them all and slams into the back of the mansion, destroying anything that remained. The jet carves its way through the mansion and escapes through the front where it slides through the front court and finally comes to a rest when it hits a tree. With Falcon taking point, the team rushes to the front.
The ragged Avengers step through the rubble towards the remains of the Quinjet. They stop for a moment and Hawkeye calls out Cap’s name, wondering what they should do now. Suddenly, the Vision emerges unharmed from the wreckage. The Avenger greets the others and bids them tidings in their darkest hour. He regretfully informs them that he is no longer in control of the organisms that make up his body structure. In fact, none of them are no longer in control of anything that they as a group hold dear. Their time is over. He cannot explain to them in terms that they will understand what is happening to them, for he is now only understanding where it was that they as a group have failed and why they are going to be punished.
Confused, Cap asks Vision to tell them what is happening. As Vision’s face begins to melt, he tells his comrades that he knows that this will look like a betrayal on his part, but they should know that it is not him who brings this plague upon them. He has an overwhelming shame about what must happen now. The Vision’s face begins to contort in odd shapes as his mouth opens wide. A single metal ball is launched out of his mouth and falls a few feet in front of him with a loud thump.
Hawkeye whips out his bow and aims an arrow at Vision, but Cap holds him back for a moment. At that moment four more balls spit out of the Vision and land with the other one. Cap orders everyone to fall back. The five balls turn into liquid and then begin to take on a more humanoid form. In seconds the five balls turn into five Ultrons. One of the Ultrons attacks with an optic blast, which Cap deflects with his shield. He orders the team to fall back again, but the Wasp asks him where they should fall back to.
The Ultrons continue to attack with their optic blasts, narrowly avoiding Wasp and Falcon, the latter asking if this is a bad time to hand in his resignation. Wasp, however, in terror, asks why this is happening. As Cap blocks another blast with his shield, Hawkeye tells him that he may be a traditionalist, but he always thought one Ultron was enough. He shoots five explosive arrows, each one landing in the mouths of each Ultron. The arrows then explode but, when the smoke clears, the Ultrons are still standing and fully functional.
With Hawkeye covering them, Cap and She-Hulk charge the robots. Jen claims that she will end this in about fifty seconds. The Wasp continues to ask why this is happening. She feels as if she is going insane. As Captain Britain goes for an Ultron, Wasp wonders if these events are all connected. Falcon tells her that he has no clue what is even going on. Wasp explains that Jack of Hearts just returned from the dead only to blow up half the mansion and Ant-Man. While the team fights and discusses, no one notices that She-Hulk is becoming increasingly more belligerent and out of control in her attacks.
Nearby, agent Coleman from S.H.I.E.L.D. radios the Helicarrier and informs them that they are being attacked by multiple Ultrons. However, the Helicarrier cannot hear them, as they are breaking up. Scared, Coleman tells the person on the other end to just send someone down there immediately.
Captain Britain blocks an Ultron from attacking Hawkeye, who thanks the woman. Captain Britain tells Hawkeye that instead of apologizing he should take a shot if he has one. Captain America charges an Ultron and knocks him down. He then takes his shield and uses its sharp edge to decapitate the robot. As Hawkeye stabs an arrow into the eyes of one of the Ultrons, She-Hulk violently begins to swing one of them around while screaming like a wild animal. She continues to do so, with tears streaming from her eyes, as Cap informs the team to remove the heads. Falcon understands and grabs the head from Cap. He flies high and then throws it as far as he can.
Nearby, an agent asks Coleman if back up is coming, but Coleman has no idea. The other man is worried, as he has no training for robotic defense systems. “Sucks to be you,” replies Coleman.
She-Hulk begins to smash an Ultron face first into the rubble repeatedly. As Captain America and the Wasp decapitate a second Ultron, Falcon picks up another and flies him into the air. However, he notices that this Ultron is heavier than he looks. Falcon then drops Ultron and when the robot is in position, Captain Britain decapitates it with her sword. She-Hulk, however, continues to cry as she beats up the last two Ultrons. Tired of this, she quickly rips off the heads.
The other Avengers gather nearby. Falcon descends from the sky and asks if that was the real Ultron. Hawkeye replies that he isn’t sure. The real one did like to talk a lot. Wasp, however, is more concerned about why they came out of the Vision. Are they to believe that he was coded with an implant program to unleash Ultrons on them? The others are not sure and admit that they do not understand what is happening. Wasp recalls how the Vision is a synthetic organism, which was created by Ultron to destroy them. He broke his command codes and the Avengers took him in. Not liking where this is going, Cap interrupts and reminds them all that he is an Avenger and they shouldn’t jump to conclusions so fast.
Sick and tired of all this chaos, She-Hulk picks up the dead body of the Vision and screams at him. Why is this happening? Why is Scott Land dead? He needs to wake up and tell them. She just watched an Avenger die for no reason. Vision, this “piece of whatever” knows why and he comes and attacks them. Angered, Cap orders Jen to put the Vision down and to calm herself. He means it. In a rage, She-Hulk tells Cap that Vision isn’t even human. It is just a thing that tried to kill them all. Again, Cap orders her to put him down. Concerned, Hawkeye soothing tells Jen to calm down. Suddenly, She-Hulk loses it completely and in a murderous, horrific rage she gives out an animalistic howl, as she rips the body of the Vision into two parts.
Wasp flies to She-Hulk and tells her not to do this. She is not like her cousin. She is in control. This isn’t like her. She cannot hulk out on them today of all days. She-Hulk tells Wasp to shut up as she slaps her away. Cap orders her to calm down one more time, which causes Jen to try and punch Cap. Cap deflects with his shield, but she punches him again and this time he is sent flying. Agent Coleman calls the Helicarrier again and tells them that if they can hear him they should send everything they got. This is a level 9 situation; they need a Hulkbuster crew.
Hawkeye falls back thanks to She-Hulks rampage and looks up just in time to see a horrible sight. She-Hulk picks up an armored S.H.I.E.L.D. truck and aims it towards Captain America, who lies barely conscious on the ground. Captain Britain rushes towards She-Hulk with her sword drawn and begs for her friend to stop, because she does not want to do this to her. She-Hulk throws the truck anyway and Cap opens his eyes just in time to see headlights rushing at him. Then there is nothing but darkness.
Elsewhere, in a very dark place, a voice asks if it is over. No, replies another. There is more, asks the first voice. Much more, confirms the second. There are many and they have much to atone for. The first voice tells the second that they should just kill them all and be done with it. Annoyed, the second asks what that would prove. It has no meaning that way. Childishly, the second person calls the first stupid. “But the answer is no,” continues the second voice. “It isn’t over.”
Ant-Man II, Black Panther, Captain America, Captain Britain III, Falcon, Hawkeye, Iron Man I, Scarlet Witch, She-Hulk, Vision, Wasp, Yellowjacket I (Avengers)
Agent Coleman, several unnamed S.H.I.E.L.D. agents (S.H.I.E.L.D.)Jarvis
Latverian delegate, various other delegates (United Nations delegates)
Two mysterious figuresVarious Ultrons
This storyline is part of Avengers Disassembled, which is an event more so than a traditional crossover. Other titles were affected as well, though the storylines in those books are not needed to read each title. These titles include Captain America and the Falcon #5-7, which takes place right before Avengers #500, Iron Man (3rd Series) #86-89, Thor (2nd Series) #82-85, Captain America (4th Series) #29-32, Spectacular Spider-Man (2nd Series) #17-20, and Fantastic Four (3rd Series) #517-519.
Viper is the ex-wife of Wolverine as seen in Wolverine (2nd Series) #125 and also an enemy of X-Men as seen in Uncanny X-Men #448-449.
Jack of Hearts sacrificed his life to stop a child-killer for good in Avengers (3rd Series) #76.
In the two-page splash of the Quinjet hitting the mansion, among the scattering Avengers is a mysterious person in a cloak. None of the characters present wears such an outfit. Could the villain responsible for this madness be using his/her/their power to hide among the team as the chaos unfolds?
Vision broke free of Ultron and joined the Avengers in Avengers (1st Series) #57-58.
She-Hulk hulked out once before and went on a rampage after being exposed to a poisonous gas and treated by Jack of Hearts. [Avengers (3rd Series) #68, 72-75]
Shortly after #500's publication, Marvel offered a "Director's Cut" version, which included a reprint of the original issue, as well as a few extra's, including the script and promotional artwork.