Avengers (3rd series) #20

Issue Date: 
September 1999
Story Title: 
Ultron Unlimited, part two: This Evil Unfolding

Kurt Busiek (writer), George Perez (penciler), Al Vey (inker), Richard Starkings & Comicraft (letterers), Tom Smith (colorist), Tom Breevort (editor), Bob Harras (editor-in-chief)


Brief Description: 

Captain America, Thor, Iron Man, the Black Panther, Firestar and Justice arrive at the Pentagon. The Avengers meet with officials to discuss Ultron's slaughter of the Slorenian population. They watch footage of Slorenia's Black Brigade and Ember both destroyed by Ultron, and footage of the robotic madman boasting that Slorenia will be the birthplace of his new race. Captain America makes enquiries about Alkhema, but the officials explain that she isn't talking. In another facility, officials watch Alkhema, who is held in adamantium stasis, and appears to be humming. The officials at the Pentagon want the Avengers to go into Slorenia, backed up by a large platoon of UN soldiers. Justice is annoyed that he is not joining his teammates, as his injuries force him to return to Avengers Mansion. At the same time, the Scarlet Witch, Wonder Man, the Vision and the Wasp visit Nugent Technologies, where Hank Pym was last working and where he was abducted from. They meet with Alice Nugent, who has some secrets of her own that are revealed, before she shows the Avengers Hank's decimated laboratory. The Wasp is clearly upset, and Wonder Man reminds the others that his own brother was kidnapped recently, too. The Scarlet Witch confronts the Vision about why he was at Cafe Transia, and he assures her that he didn't follow her there. Wanda knows this, and tells the Vision she understands he is Cafe Transia's best customer. She wants to discuss this further, but the Wasp finds Hank's ID card, and starts to remember Hank's creation of the original and subsequent Ultrons, and how she believes some of it is her fault. She recalls Hank's mental instability, their wedding, further mental instability, and how he beat her and was court-martialed, and more recent times, living together. Her thoughts are interrupted by the sudden arrival of early versions of the Ultron robot, as well as an army of robots. The Avengers battle the old versions of their deadly foe, but one by one, the heroes fall, until eventually, they are all kidnapped before a horrified Alice Nugent. Near Norway, Cap, Thor, Iron Man, the Panther, Firestar and the troops arrive in large assault-platforms. Firestar contemplates the dangerous battle she is heading into, and thinks of Justice, who arrives back at Avengers Mansion, and tells Jarvis he wants every file on Ultron so that he can research the villain. Beneath the capital of Slorenia, Ultron stands before his prisoners – Hank Pym, the Wasp, Wanda, the Vision, Wonder Man and the Grim Reaper, where he tells them that as they are essentially his family, he is going to let them witness the death of humanity, and be the seeds of a new race, of his new masters of the entire world!

Full Summary: 

The Pentagon, Arlington, Virginia. A door slides open as a computer voice states 'Identity confirmed. Captain America. Paladin-Plus clearance'. Steve Rogers a.k.a. Captain America follows a Pentagon military official. 'This way, Captain. We appreciate you and the Avengers coming so quickly' the official tells him as Cap is followed by Tony “Iron Man” Stark, Thor, Angelica Jones a.k.a. Firestar, Vance Astrovik a.k.a. Justice and King T'Challa a.k.a. the Black Panther. Captain America replies that they take Ultron very seriously, and addressing the official as Major, assures him that they are entirely at his service.

Due to his broken leg, Justice telekinetically hovers alongside Firestar and quietly tells her that he doesn't get it. 'I can see why we were working with the Panther before – he was there on the scene when Alkhema attacked the Quinjet plant, and it's a Wakandan plant anyway – but why'd Cap invite him along on this mission, too?' Captain America glances at the Black Panther who makes no response. 'After we found out he only joined the Avengers in the first place so he could spy on us, you'd think -' Justice begins, but Firestar shushes her fiance: 'Vance, shhh! His enhanced senses – he can hear y-' Captain America goes over to them, announcing that he wants to make something clear.

'Whatever reasons the Black Panther may have had for joining the Avengers originally – he's since proven his bravery and his loyalty over and over, and the Avengers are proud to have him in their ranks' Captain America declares. 'Uh – of course. I didn't mean -' Justice begins, but Cap turns away.

'Huh? I wasn't knocking the Panther's record -' Justice remarks to Firestar, while the Black Panther remains silent. 'I just thought, well – that Cap was steamed at the Panther over this. He's the one who put him up for membership way back wh-' Justice starts to say, before Firestar tells him that she loves him, and he means well. 'But this isn't really the -' she starts, before bumping into Thor.

'If thou wilt permit me, my young friends?' 'Thor!' Firestar gasps. Thor tells Justice to think on this: 'If thou hadst quarrelled with one who had been like a brother to thee – quarrelled most deeply -' Thor starts to say, before the Major motions for the heroes to enter another door. '- wouldst thou afterward easily countenance disparaging words said of thy brother by another?' Thor pats Justice on the back, as the young Avenger replies 'Point taken, Thor'.

'Ah, here you are!' a Pentagon official calls out to the Avengers as they enter a circular room, that looks up to open areas overhead where Pentagon staff go about their business. Monitors surround the table in the circular room. The official declares that they don't have time for pleasantries, and suggests they get right down to business. The monitors depict destructive scenes that have been playing out in Slorenia. 'This is about Slorenia, as you've been told' the official remarks. Examining the horrific footage, Cap informs the official that they have seen the television footage, and points out that it looks like the Pentagon has more. 'Yes, from security cameras, observation satellites and other sources. We've pretty well reconstructed that murderous robot's attack'. The official continues, reporting that it began at eight PM, Slorenian time. A force of approximately sixty hovering warcraft rose out of the gulf of Karnu, striking at and demolishing the seaport in minutes. The official explains that the next target was Slorenia's airfields, both military and commercial – and nothing made it off the ground, and the train statons and railyards went next, as did highways out of the country. The official announces that it is clear Ultron's first priority was to keep the Slorenes contained.

The general goes on, clipped, efficient and emotionless – as the six Avengers take in the video images – and watch a country die. The general continues, pointing out that by then, the Slorene military was responding, but their tanks were no match for Ultron's warcraft, and then the mechanized ground troops showed up – and they went through the Slorene soldiers like a scythe through ripe wheat. The general explains that by now the Slorenes were desperate, and they fielded Targoth troops, genetically altered “zombie” warriors, part of an outlaw program they had told the Security Council had been discontinued. 'They were no help' the general remarks as the Avengers watch the Targoth torn apart by blasts from Ultron's machines. The general reveals that Black Brigade, the ex-Russsian cyborg mercenary was no help either. Black Brigade had been working for the Slorene government in recent years, but Ultron's mechanical troops decimated Black Brigade's robot drones, and Ultron himself disposed of Black Brigade. That was when they first knew it was Ultron. 'Holy!' exclaims Iron Man as he looks at the footage of Ultron tearing Black Brigade apart. 'I've fought Black Brigade – and he was no pushover! To destroy him that casually -!'

The general continues, announcing that the Slorenes even fielded a being called Ember, the so-called folkloric fedender of the oppressed Dudak minority. According to reports, Ember was mystically reborn. Footage of Ember fighting Ultron appears on the screen, as the general remarks that he doesn't put a lot of stock in that mumbo-jumbo himself. 'No offence, Thor' he adds. Thor assures the general that he takes no insult, while looking at Ember's power engulfing Ultron, he asks if Ember achieved the greater success than his fellows. 'No. And that was just the start' the general replies. He informs the Avengers that Ultron stationed troops at the borders, to make sure no one got out. And once that resistance was crushed, they marched inward, rooting out and killing everyone in the country. 'No one escaped' the general announces. He stares at the monitors and tells the Avengers that it took three hours for Ultron to murder every man, woman and child in Slorenia. 'And then we received this' the general adds, as Ultron, standing on a mountain of bodies, turns to a camera and raises his fist into the air shouting 'Hear me, nations of the world! Slorenia stands uninhabited and ungoverned! Accordingly, I am claiming it for my own – since it stands as eternal proof that human life cannot stand against the steel of machinery!' Ultron boasts that Slorenia has reached its end, but will become a beginning, as well. Ultron exclaims that Slorenia is a place of death and rebirth, and will soon take its place as a cradle of a new race. 'And birthplace of my new world!' Ultron warns the world.

'His new world...' Iron Man utters as the image of Ultron freezes on the screen, the armored Avenger looks at it, then lowers his head and visibly shudders. 'What is it, Iron Man? What's wrong? What we saw was awful, but – it's like you took it more personally -' Firestar remarks. Iron Man announces that Ultron always hits close to home for him, as he represents the dark side of technology, the soulless coldness of it – and even though it was Henry Pym who first built Ultron, he has always reminded him of the times that his armor has been used to kill others – and what a disaster it can be. 'You... shouldn't think that way, Iron Man' Firestar replies, putting her hand onto Iron Man's for comfort. 'Even if the armor is a danger – and it's saved thousands, if not millions of lives, you're not responsible for it. You just pilot it. It's your employer, Tony Stark who created it...' Firestar remarks, unaware of who is inside the armor. Iron Man makes no response, and within the armor, Tony winces and feels like an eavesdropper. It is a feeling he gets a lot.

Captain America tells the general that he is concerned about that “new race” comment that Ultron made, and motions to a screen depicting Alkhema. He asks the general about her, pointing out that Ultron did create her, and before she was captured, she implied that she knew what Ultron was up to. Cap asks the general if he got anything out of her, to which the general replies that they have not – but that they haven't given up yet.

In another facility:

'You're not getting out, Alkhema -' an official tells Alkhema from behind a viewing panel, as he and another look into the chamber where Alkhema is being held in pure adamantium casing. 'Tough as you are – and you're never going to break it'. The other official reminds Alkhema that she told the Avengers that she wanted to spoil Ultron's fun, and tells her she can do that, if she just tells them of what he is planning. But Alkhema remains silent. 'Has she made any response at all?' one of the officials asks the other. 'Not a word. She just stays stock-still... like she has since she was delivered here – and I could swear she's humming!' the other official remarks. As a green glow wafts around Alkhema's eyes, she watches the officials amusedly, but says nothing, she just hums an ultrasonic hum that travels outward... far beyond the range of any human hearing.

Back in the meeting room within the Pentagon, the Avengers and the officials are seated around a table. One official reports that the international response has been astounding, and that they have twenty-thousand crack troops – UN troops from Russia, France, Israel, India, the United States and more – ready to invade Slorenia and contain Ultron, but points out that the Avengers have the most experience with Ultron and they want them to lead the assault. Captain America announces that he agrees, and adds that he would prefer the Avengers went in alone, but he can understand that the international community wouldn't want to trust their safety to such a small group. He informs the general that they will rendezcous with the UN troops wherever the general chooses. He adds that Justice will be returning to New York due to his injuries. 'It's for the best, Vance' Angelica whispers, and closing his eyes, Vance tells her that he knows, while Cap adds that they will be joined en route by four more of their team who are currently in New Jersey, investigating an incident that might well be related to this atrocity.

In New Jersey, at Nugent Technologies, in Old Tappan, the facility is nestled among wooded hills, and it is not well known to the public. The name carries weight in the telecommunications field, where Nugent discoveries have been revolutionizing the industry. More to the point, Nugent Technologies employs Dr Henry Pym a.k.a. Giant Man, the founding Avenger who created Ultron, and who, just yesterday, was kidnapped by a destructive band of robots with a distinctive appearance. 'You really think it was Ultron?' Dr Alice Nugent asks as she leads four longtime Avengers through her facility. 'I'd bet my fortune on it, Dr Nugent' Jan van Dyne a.k.a. reserve Avenger the Wasp replies. 'Please...make it Alice' Dr Nugent tells her. Walking behind the Wasp and Dr Nugent are the Vision, Simon Williams a.k.a. Wonder Man and Wanda Maximoff a.k.a. the Scarlet Witch. 'All right, Alice... wait a minute. Alice Nugent? Now I remember you – you used to be Hank's lab assistant, right? No offense, but how do you come to be heading up your own firm?' Jan exclaims.

Adjusting her glasses, Alice explains that she always did, and that when they hired Dr Pym a few years ago, she wanted to work with him, to learn from seeing his research methods, his laboratory procedure. She remembers this time, and tells the Wasp that she didn't tell Hank it was her company, she acted like an employee, so Hank wouldn't feel like the boss was looking over his shoulder, so to speak. Alice adds that that is all in the past now, and that she explained her motives to Dr Pym when she hired him again a few months ago, and he understood. They walk to a slightly damaged door, and the Wasp asks if this is where it happened. 'Yes, here... I'll unseal his lab' Alice announces as she enters a code on the keypad, and the door slides open, revealing the utter mess that Hank's lab is in. 'Good... Lord' Wonder Man utters as he takes in the scene of destruction before him. The Vision also surveys his surroundings, while Wanda remarks 'They were certainly... thorough, weren't they?' She adds that it is as if they weren't just after Hank, but out to leave nothing behind that might lead to them. She then asks Jan and Dr Nugent if they remember what Hank was working on.

The four Avengers here were chosen for this mission because they are the Avengers closest to Henry Pym. The Wasp is his ex-wife, with whom he has rebuilt a fragile romance. Looking around, Jan tells Wanda that it was something about adapting insect communication to broadcast technologies. 'It was pretty technical...' Jan adds. The android Vision, who was created by Ultron, and thus in essence is a grandson of sorts to Pym. 'Perhaps his abductors wanted that technology as much as Dr Pym' the Vision suggests. The ionically-charged Wonder Man, whose brain patterns were used as the initial template for the Vision's artificial mind, replies 'Maybe so' but points out that this isn't the first time that he has seen a scene like this in the last few days. 'Or am I being paranoid, Wanda?' Simon asks. The Scarlet Witch, a mutant sorceress and the Vision's former wife, has recently become involved with Wonder Man, causing some tension within the group. 'No – I see it too, Simon...' Wanda remarks as energy glows around her hand. 'Wanda and I went to visit my brother at the sanitarium, Vision. He'd been kidnapped, too – just like this'. 'Yes... I heard' the Vision replies, while Wanda casts her energies forward into the room and tells the others that she is trying to sense any unusual energy residues, but that she isn't picking anything up.

Wanda points out that the Vision's sensors are better attuned to the technological than her hex power, and as Wanda continues to release her hex power, the Vision reports that he has found no atypical readings as yet, but that his onboard sensors are more sophisticated than ever, and he will continue to scan.

Wanda then tells the Vision that she had been meaning to ask him about that scene at Cafe Transia yesterday. 'I was dancing and I saw you watching, and you bolted -' Wanda begins, to which the Vision replies that he often goes to Cafe Transia, as he finds he enjoys the ambiance there. He assures her that he did not follow her and Simon there. Wanda looks at the Vision and tells him that she knows, as Stavros told her he was there before they arrived. 'But really, Vision, he also told me that you're Cafe Transia's best customer. A restaurant that serves my ethnic cuisine'. She suggests to the Vision that they talk about this, but the Vision assures Wanda that there is nothing to talk about. Wanda wants to press the issue, but before she can speak, there is a soft, choked sob. 'Jan? Jan, what is it?' Wanda calls out to her friend, who is kneeled amongst the rubble. 'I'm... all right, Wanda. It's just... just Hank's employee ID...' the Wasp remarks as she holds up Hank's Nugent Technologies identification card.

Wanda puts her hands on Jan's shoulders and says to her 'I know how strong you are, Jan – how strong you've had to be. But this – it must be tearing you up inside – and you don't have to face it alone -'. Jan tells Wanda that she is scared, so terribly scared for Hank – not just for his life, but for his sanity, as well. She tells Wanda that the worst part is she knows that some of what he is going through – some of it is her fault. 'What? How can you say that, Jan?' Wanda asks, as tears well up in Jan's eyes. 'Because it's true, Wanda. Because there's no way of escaping it, not if I'm honest. You know how we were at the start...' Jan begins.

Flashback images narrated by the Wasp:

'He was the staid, stuffy scientist, first as Ant-Man and then as Giant Man, always so serious and dedicated'. Jan remembers one incident, where Giant Man wanted to find some hijackers. 'Where could they have gone?' he asked, as the Wasp flitted beside him, 'Search me, Blue Eyes. Maybe it's time to try a new strategy – like, say, going home and curling up in front of a roaring fire, while whispering sweet nothings into my shell-like ear...' was the Wasp's response.

Jan declares that she was Hank's ditzy socialite partner, in it for the fun and thrills – always needling him, trying to get him to be more romantic, more attentive. Jan admits that she thought it was just play, just their way of showing affection – but that was before an experiment of his, Ultron-1, went bad, gained self-awareness, hypnotized Hank and escaped – leaving Hank mentally weakened.

Jan remembers the incident, Hank was blasted by Ultron-1 at close range, and when Jan found him in his lab, he couldn't remember what happened. Jan remarks that they clashed with Ultron a couple of times after that, but that Hank still had not recovered from the strain when he had the lab accident, and was overcome by some untested, experimental gases.

Jan continues, explaining that Hank theorized later that he had been thinking about her, of the inhibitions that kept him from proposing to her, the gases changed him, destroyed those inhibitions, making him think he'd killed Henry Pym, and was instead someone else – someone called Yellowjacket. Jan adds that it was while Hank was like that – deluded, half-crazy, that she married him. Jan declares that she should have known better, as she knew Hank had a breakdown once before, when his first wife was killed – she knew the strain he had been under. But Jan was young, and in love, and she knew Hank really loved her, so what did it matter? She didn't think how it would affect him. Hank always said he was glad, but Jan wonders what message that sent him – that she wanted him to be someone else? She contemplates how much of what came afterward could have been avoided if she hadn't reinforced his insecurities, taken advantage of him like that.

Jan remembers Hank's third breakdown, during which Ultron captured him, reverted him to his earliest days as Ant-Man, and sent him against the Avengers. Ant-Man led a swarm of ants which attacked Captain America, Iron Man, the Scarlet Witch, Wonder Man, the Vision, the Beast and the Black Panther, while the Wasp called out to him, 'I can't let you do this!' she cried, and fired her sting at him. 'You – you're turning on me?' Ant-Man called out surprised. 'Yes, my love! I must!' Jan responded. It was she who brought Hank down that day, which must have made him seem like even more of a failure, more of a has-been. Jan knows that that, in turn, led to Hank's depression, his sense of worthlessness, until they erupted in his fourth breakdown, when he did what he had never done before – he hit Jan.

Jan remarks that all the self-help books – and she has read them all – would say that she is not to blame, that she is the victim. She adds that maybe they are right, but Hank had been her victim, too, and she has to own up to that. Jan remembers that breakdown being the big one, the one that hot him court-martialed from the Avengers. Jan, tell them! Tell them I really was the hero! Tell them -' Hank pleaded as he sat before Captain America, Thor, Iron Man, Tigra and Jan. Hank was even jailed, and charged with treason, but in time, he cleared himself, although it was the end of him as a hero for a long time – and the end of him and Jan.


'We were split apart for a long time – but slowly, slowly started coming back together. Our love has endured – but I don't know if it can endure what we're going through now' Jan remarks, informing the others that she and Hank were living together again.

Flashback images narrated by the Wasp

Jan declares that Hank is haunted by what he has done, and terrified, more than anything else, that he will lose control and hit her again. She wants to help him, to heal the damage that she helped cause, as she loves him so much, and knows he loves her, and they are making progress. Jan brought Hank a cup of tea, and suggested to him that they go for a drive later. 'Uh, sure, sure...once I finish these journals, all right?' Hank replied without looking up from his work. Jan looked forlorn.


'But he's still so wary of me – and now this on top of it all...' Jan's voice trails off as the Vision tells his teammates to take care. 'My seismic sensors are registering -' the Vision begins. He adds that there is something approaching, when suddenly, a massive explosion occurs, knocking the outer wall to the lab down. Wonder Man puts himself over Wanda, while the Vision protects Dr Nugent from the explosion. 'What -?' Dr Nugent gasps. 'NO!' Wanda screams, wide-eyed. 'It – it can't be!' the Wasp exclaims as dozens of Ultrons move into the lab. 'It's Ultron – all of Ultron's old incarnations! His old bodies! And – an army of his robots!' the Wasp calls out as several numbered Ultrons can be seen, flanked by the army of robots. Their menacing expressions move towards the Avengers, while Ultron-5 declares 'How convenient! All four of the Avengers that the Prime One still wanted – all togther in one place – all ripe for the taking!' Shocked, the Wasp asks 'You're here to kidnap us, too?' Ultron-1 turns to her: 'Of course, “Mother”! The Prime One has plans for you – glorious plans!' The Wasp looks annoyed now, 'Oh, really? Well, I've got plans for your Prime One, too – and they start something like this!' the Wasp shrinks down and blasts towards Ultron-1, striking him directly in the head.

The Wasp calls out to Simon and the Vision, reminding them that the first five Ultrons, and she assumes some of his army of robots, aren't made of adamantium. She tells them that she will concentrate on those ones, while they keep the others involved and give Wanda room to move. 'A sound plan, but do not trust it overmuch' the Vision responds as he fires energy from the diamond on his head at Ultron-12, while Ultron-15 tries to punch the Vision, only to fall through his phased form. Wonder Man grabs another, while the vision points out that if these Ultrons were truly identical to the incarnations they resemble, for instance, this one, Mark Twelve, would be kinder, more human. 'He wised up on, sonny-boy – just like I snapped outta being that pathetic cyber-drunk you remember! Now whynt'cha do your old Dad a favor and surrender – you an't nohow hurt us, after all!' Wonder Man throws Ultron-3 into Ultron-15, 'But I can! I've destroyed adamantium Ultrons before – by slamming 'em around hard enough for their non-adamantium internal components to crack!' Wonder Man declares, adding that he is not a patch on what Wanda can do .

At that moment, Wanda's energies flow into another Ultron, who is torn apart by the Scarlet Witch's hex-power. 'Your internal molecular rearrangers have always been your weak point, monsters! They keep you from freezing up inside – but my hex-power can send them haywire!' Wanda declares. Hiding behind some rubble, Alice Nugent pokes her head around and watches the Scarlet Witch. 'This is amazing! Ultron's one of the Avengers' deadliest enemies, but they didn’t flinch! They just rely on their power, their experience – and from here, it looks like they might win!' the wide-eyed scientist thinks to herself as images of Wanda and one of the Ultrons are reflected in her glasses. 'You are right, mutant! We are vulnerable to you – but to little else!' one of the Ultrons boasts, pointing out that they have not forgotten her cursed hex, but that it looks like she seems to have forgotten their encephalo-ray. The Ultron releases the ray and the energy strikes Wanda, dropping her to the floor. 'WANDA!' the Vision cries out. He flies over to Wanda, 'Blast you, Ultron – if you've murdered her -!' the Vision begins.

The Wasp darts about, dodging blasts from Ultron, while reminding the Vision that the encephalo-ray doesn't kill, and that it has only thrown Wanda into a deep coma. 'But you've got to be careful – because the ray can affect you!' the Wasp exclaims, but too late, as the Vision is struck by the ray. 'That was excellent advice, mother! But you should have heeded it yourself -' one of the Ultrons tells the Wasp, who suddenly finds herself pulled back by a wind. 'Because at your size, you're the most vulnerable of all!' the Ultron adds as the Wasp is struck down, and just like that, there is only one Avenger left standing. The ionic Wonder Man is in the middle of a barrage of Ultrons, 'Go ahead, you metal monstrosities! Try that ray on my, just try!' Wonder Man declares, remarking that it stunned him once, but he is ready for it now, and is betting he can resist it, whch means nothing is going to stop him from taking the whole bunch of them apart. 'You hear me?' Wonder Man shouts as he slams into one of the Ultrons.

'NOTHING!' Wonder Man shouts as he knocks all of the Ultrons back with a furious swing of his ionic fist. For a moment, Wonder Man's fury is such that it looks as if he'll actually make good on his threat. But suddenly, a large foot stomps down on Wonder Man. Dr Nugent peers out from behind the rubble, 'What's going on? Did he -?' she calls out, only to see Wonder Man stuck under the foot of a very large Ultron. 'We haven't been introduced, Wonder Man – I'm Ultron-7!' the large Ultron announces. Another Ultron on a hover-pod starts to say 'And now, you ionic fool -', but another Ultron down below addresses that one as Six, and exclaims 'Let us. I'm the Ultron he boasted of destroying earlier. So believe me – it'll be a pleasure to return the favor!' With that, the many Ultrons gather around Wonder Man and punch him repeatedly. Adamantium bodies coverage – adamantium fists rise and fall – the encephalo-ray flashes once, twice, seven times in all – and finally, a stream of the encephalo-ray energy rises skyward out the gaping hole in the roof of Nugent Technologies. Alice looks upwards as her staff rush into the room. 'I've never seen anyone as confident – as experienced – as them. They were the Avengers – but he...he's Ultron. Get me a phone, someone. We've got to report this...'.

Meanwhile, the Borge Mountains, near Nord-Trondelag, Norway:

Several ships hurtle through the air over the mountains. They are leviathan-class assault platforms. Built by Stark-Fujikawa, and originally intended for SHIELD use, they are part of a five-fold fleet, and their sister ships range far north and south of here, to make the fleet less vulnerable to a surprise attack. But there is one ship that is the flagship and carries the assault force's leaders. Captain America, Thor, Iron Man and the Black Panther stand together, while Firestar is a few feet behind them. Behind her are an army of UN troops awaiting orders. The news caught up to the Avengers over Greenland, and now the Avengers know that not only has a nation been slaughtered, but close comrades as well. They know more. They know there will be justice and vengeance for Slorenia...and, if necessary...for the Avengers. Firestar looks at her teammates and realizes they haven't said a word in the last hour. 'They can handle almost anything – I know that – but they don't seem so sure they can handle this' Angelica thinks to herself. 'And if they can't, then all these troops, so ready to back them up...' her thoughts trail off, as she tells herself that she has enjoyed being an Avenger more than she ever thought she would. They solved her health problems and let her make a difference. She decides that if it comes to making the ultimate sacrifice, to laying down her life to stop Ultron, then she thinks she can do that – it would be worth the price. 'Oh, but Vance... I wish I could hold you right now'.

At Avengers Mansion, the Quinjet carrying Justice returns, and Vance exits the Quinjet, 'I'm back, Jarvis! The little Avenger that couldn't -!' Justice exclaims as he telekinetically flies over to Jarvis, who rushes towards Vance, carrying his crutches. Jarvis tells Vance that he has been watching the news, and asks if there has been any word on the others, the Wasp and her team since they were captured. Vance tells Jarvis that there is no time for that right now, as he is headed ffor the computer room. He tells Jarvis that he will need some files – everything they have on Ultron – history, past battles, news clippings, everything. 'Right away, Sir' Jarvis replies, before asking the young Avenger if he shouldn't be resting. Jarvis flies out of the hangar bay and tells Jarvis that he will rest while he reads. 'I may not be able to fight, but I'm not going to just sit around and play Pokemon – not while the Avengers are flying into deadly danger!' 'Yes, Master Vance...I know just how you feel...' Jarvis replies.

In what is left of Tblunka, Slorenia, in the catacombs beneath the ruins of the Parliament building. Several cylinder tanks now house Ultron's captives, as the robotic madman stands before them on a platform and declares 'The Vision. Wonderb Man. The Scarlet Witch. Giant-Man. The Wasp. And my dear old friend, the Grim Reaper. Welcome one and all – to the setting of my greatest triumph!' Inside his tank, Hank Pym calls out to Ultron and asks 'Why us? You've always been obsessed weith me, so I understand that – but the Reaper? Wonder Man? What do they have to do with any of this?' Hank asks. The others all listen, save for the Scarlet Witch who is still unconscious. 'Why, isn't it obvious?' Ultron replies, explaining that the six of them, as well as the late Jocasta and that annoying mistake Alkhema are his family, to the extent that he has one. He declares that it is only fitting that they be here, not only as witnesses to the death of humanity, but as the seeds of a new race. 'Seeds?' the wide-eyed Wasp asks. Hank and Wonder Man are also wide-eyed, while the Vision looks concerned, and the Grim Reaper scowls. 'Of the new masters of the entire world!' Ultron booms, his red eyes glowing with evil....


Characters Involved: 

Captain America, Firestar, Iron Man, Justice, Scarlet Witch, Thor, Vision, Wonder Man (all Avengers)

Goliath, Wasp (reserve Avengers)

Black Panther (inactive Avenger)

Edwin Jarvis

Dr Alice Nugent




Grim Reaper


Ultron robots

Pentagon officials and staff

Nugent Technologies staff

United Nations soldiers


In Recordings


Black Brigade


Slorene soldiers

In Flashback Images

Hank Pym and Wasp at various stages

Beast, Black Panther, Captain America, Hawkeye, Iron Man, Scarlet Witch, Tigra, Vision, Wonder Man (all Avengers)

Human Torch II, Invisible Girl, Mr Fantastic, Thing (all Fantastic Four)

Angel, Beast, Cyclops, Iceman, Marvel Girl (all X-Men)



Dum Dum Dugan & Nick Fury


Story Notes: 

Alkhema attacked the Quinjet processing plant last issue.

The Black Panther was revealed to have joined the Avengers to spy on the team in Black Panther (3rd series) #8.

The fictional nation of Slorenia debuted in Force Works #4, and subsequently appeared in Force Works #5, #11-12. During this time, Black Brigade, Ember and the Targoth troops debuted.

Ember died in Force Works #5, was re-born in War Machine (1st series) #14, and died again in Force Works #12.

Dr Alice Nugent was seen working as Hank Pym's lab assistant in Iron Man (1st series) #194.

Wonder Man and Wanda visited the sanitarium where the Grim Reaper was in captivity in Avengers (3rd series) #0.

Wanda noticed the Vision at Cafe Transia last issue.

The flashback images narrated by the Wasp are from events chronicled in Avengers (1st series) #58-60, 161, 213 and 224.

The story involving Ultron-12 a.k.a. Mark Twelve was told in the classic West Coast Avengers (2nd series) #1-2, Vision & Scarlet Witch (2nd series) #2, and West Coast Avengers (2nd series) #6-7.

Ultron-15, who had a form of alcholism, was seen in Vision (1st series) #1-4.

Dr Alice Nugent returns as the fourth Doctor Spectrum in New Thunderbolts #15-16 and Thunderbolts (1st series) #102, 104-106.

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