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Kurt Busiek (writer), George Perez (penciler), Al Vey (inker), Richard Starkings & Comicraft (letterers), Tom Smith (colorist), Tom Breevort (editor), Bob Harras (editor-in-chief)
The world watches footage of the United Nations troops in Slorenia, battling cyborg monstrosities that Ultron has created from the Slorene population that he brutally murdered. The cyborgs are powerful, and some of the UN troops fall – but Cap, Thor, Iron Man, the Black Panther and Firestar are not far away. The Avengers engage the cyborgs, horrified by the further desecration Ultron has committed in Slorenia. Cap sends the Black Panther and Firestar to track Ultron, while he, Thor and Iron Man assist the troops. Beneath the Slorene capital, Ultron has Hank Pym, the Wasp, Wonder Man, the Scarlet Witch, the Vision and the Grim Reaper as his prisoners. Wanda remains unconscious as Ultron reveals to them that they are his family. He recounts some aspects of his history, and explains that everything links back to family, as well as some of his previous failed attempts to destroy humanity, and states that his “father's” research into a new communications system based on hive-structures is what will create and organized society, rather than a single, networked mind, a world where his children, linked by his father's technology, will be ever-growing, ever-individual, but all linked to him, as the hive-master. He tells the Avengers and the Grim Reaper that their raw genetic material will help create his offspring, and Hank is upset that this is all his fault. Ultron detects intruders above the catacombs, and goes to investigate, leaving his prioners to view the goings-on outside on a monitor. Ultron confronts the Black Panther and Firestar, giving himself flight capability, by connecting to hovering war-platform. He opens fire at them, so Firestar launches a flare, which gets the attention of the other Avengers. Ultron's all-out assault on the Avengers is fast and brutal, despite the heroes putting up their best effort, Ultron takes them out. Back at Avengers Mansion, Justice is pouring over the files on Ultron, learning about all of his previous attempts to destroy the Avengers and humanity. Jarvis talks to Justice, and reminds him that he is supposed to be recuperating, but Justice can't sit still while his friends are in danger, and returns to the files. The Avengers continue their assault on Ultron, as Iron Man and Firestar dowse him in power, Cap shoves his photon shield into Ultron's face, and Thor draws on the power of a raging Storm to take down Ultron – and this plan works, shattering Ultron. But Iron Man isn't convinced that it is over, and points out that Ultron should not have been able to break like that. The Black Panther picks up a scent inside some tunnels, and the Avengers follow him, where they are confronted by an Ultron marked 17. Hank Pym laments that this is worse than anyone ever thought, and that only he knows the truth. The other Avengers find themselves surrounded – an Ultron marked 23, and then another, 458, before they hear it in the walls, metallic skittering, like hundreds of metal insects.... Meanwhile, at a high-security facility, robotic War-Toys are on a rampage, as Alkhema hums to them, calling them to their “mother”, they free her as she declares that they have places to be.
CNN NEWS UPDATE flashes across television screens, as a news reader bids good evening to viewers, and states that the top story tonight is the continuing violence in the tiny Baltic nation of Slorenia, which less than 48 hours ago was devastated by the genocidal robot known only as Ultron, who has apparently murdered every living being within Slorenia's borders. The announcer informs viewers that it is just after dawn in Slorenia now, and that for the past hour, UN troops have been landing along the country's baltic seacoast, and early reports indicate that they are encountering severe resistance.
'Move! MOVE!' one of the troop commanders calls out to the soldiers as they exit one of the aircraft that has landed in Slorenia. 'There's four more platoons behind us! We've got to secure the beach before – oh, Lord!' the officer utters, as the air is filled with raw, ugly noise – the sound of gunfire, explosions and the agonized cries of the wounded and dying. 'They're cutting us to ribbons! The way they're firing – I never seen pinpoint accuracy like -' one of the soldiers calls out. 'Shut your hole and use your weapon, troop! You can't talk 'em to -' the commanding officer begins, before a soldier in front of them is blasted apart. Gunfire spreads through the troops, many are slaughtered. 'Oh, man – look at 'em! Look at 'em – no wonder!' a troop calls out as from behind the shattered seawall of the port they rise. The defenders of Slorenia. Once, they were its people. With the usual complement of joys, sorrows, petty hatreds and physical appetites of any people. But now, they have been rebuilt, reprogrammed and linked, like they are no more than tools – extensions of a single mind. And they do that mind's will – with cold, mechanical efficiency, firing their deadly weapons, cutting through the UN troops with ease.
'Look, guys! To the east! Look -' a soldier calls out, as suddenly, the cyborg creations start to fall. Laser-like darts cut one apart, while a mighty hammer slams through another, smashing the cyborg to pieces. Microwave blasts fell more, as do repulser rays. A photon-shield slices the heads off three cyborgs in quick succession, before returning to its owner. 'Here comes the cavalry!' a troop exclaims as five of Earth's Mightiest Heroes appear. Thor. Iron Man a.k.a. Tony Stark. Angelica “Firestar” Jones. King T'Challa the Black Panther. Steve Rogers a.k.a. Captain America. They have been doing this for hours. Cleaning out nest after nest of the necro-syborgs so the UN troops can gain a foothold, then moving on to the next one. They are tired, numb and heartsick. But they don't hesitate for a second. 'Avengers Assemble!' Cap cries as he leads the charge.
Thor smashes his way through the cyborgs and asks if Ultron's perfidy knows no bounds. 'These are his victims – the good men and women he heartlessly slaughtered in his usurpation of this land!' Clearly upset by this, Thor shouts 'How dare he make them into – into WEAPONS?' Iron Man blasts some repulsor rays about and reminds Thor that they all know Ultron is like that, ffor to him, humanity is nothing but an organic technology. 'Biologically-created units without the durability of -' Iron Man starts to say before alerting his teammates to trouble overhead. 'Ultron's flying warcraft!' Iron Man points out. Thor takes to the air, 'I do see them, Iron Man! And I assure thee – the God of Thunder will not suffer them to long remain!' Thor calls back. 'Holy cow!' one of the UN troops nearby utters. 'What you said, Jack – and then some!' another exclaims.
Nearby, Captain America slams his shield against one of the unfortunate cyborgs and instructs the Black Panther to move out. 'See if you can track down Ultron's command center!' he tells Firestar to go with the Black Panther, as he may need air cover. 'Understood' the Black Panther responds, before telling Firestar to come along. 'All this – this carnage!' Angelica thinks to herself. 'Americans, Germans, more – dying, all around me! It's so – so -' her thoughts continue, as she blasts some microwave energies into the cyborgs, before asking 'Shouldn't we stay, and stop the killing?' Cap's fist smashes through a cyborg as he tells Firestar that the fastest way to stop the bloodbath is to find Ultron and shut him down. Firestar gulps, then soars off after the Panther.
And as she goes, deep below the ground in the catacombs under the ruins of the Slorene Parliament Building, Wanda Maximoff a.k.a. the Scarlet Witch cries out in pain, then slumps forward in the tank that she is being held captive in. In the tank next to her is her lover and teammate Simon Williams a.k.a. Wonder Man who calls out to Wanda, before asking what Ultron did to her. The Vision is in the tank next to Wonder Man and tells him that it was an electrical shock, or so it seemed, but points out Wanda was already unconscious. 'Come now, Vision. Do you think me an idiot?' Ultron asks his son as he stands at some sort of control panel. Ultron points out that their shackles prevent the use of their powers, but that the Scarlet Witch's mutant hexes require additional safeguards. 'As long as she is my guest... she will not be allowed to wake up'. This aggrevates Wonder Man further, 'You twisted -!' he shouts, but Jan van Dyne a.k.a. the Wasp tells Simon to be quiet, as it is no good shouting at him. She then reminds Ultron that he said something about a new race, and asks him what he meant and what that has to do with the six of them. The Wasp is held captive between Hank Pym a.k.a. Goliath and Eric Williams a.k.a. the Grim Reaper.
'You cannot guess, Wasp?' Ultron asks. 'Oh, no! He – he can't be -!' Hank utters, groggily. 'Hank?' Jan wonders, before asking Ultron to humor her. 'You picked us specifically – had your robots capture us. What for?' Addressing the Wasp as “Mother Dear”, the Vision tells her that it should be obvious, considering who he has chosen to take, and the fact that he has always been something of a family man. Ultron tells the Avengers that there is no need to look so shocked. 'You heard me. Something within me has always driven me to reproduce – creating first a “son” in the Vision, and “wives” in the simpering Jocasta and the faithless Alkhema'. Ultron admits to the Avengers that he is no cold, soulless machine, as he desires a family, offspring, and that one fact has been the major flaw in most of his previous plans. Ultron continues, stating that he keeps seeking to wipe out organic life, replace it with robot life, populating the world with beings made in his image, subservient to him, but the nature of robotics would make them all one being, his “family”, his subjects, simply additional bodies for one robotic mind – and that would never do. 'I would grow bored, living alone'.
Ultron explains that is where his dear father comes in, just as Hank Pym initially created him, years ago, he has now provided a solution to Ultron's dilemma. Ultron states that a new communications system based on insect hive-structures, linking disparate minds without sacrificing individuality, creating an organized society, rather than a single, networked mind, a world of mechanical life, a world of his offspring, his children, linked by his father's technology, ever-growing, ever-individual, but all linked to him, as the patriarch, the hive-master. 'You can't – you wouldn't -' Hank utters. Ultron ignores Hank and remarks 'But how to create this ideal society, that is the question'. He declares that he can scour the world of humanity easily, the chemical weapons that he will launch from Slorenia will see to that, but to repopulate the world, he needs the right raw material, the mechanical equivalent of DNA.
'And what better subjects to work with – than my own family? Dr Henry Pym, Giant-Man, my “father”, Janet van Dyne the Wasp, my “mother”, the android Vision, my surrogate son – Wonder Man and the Scarlet Witch, the Vision's closest “kin” - I'll record your brain-patterns and use them as the basis of my offspring's minds – just as I did in creating the Vision' Ultron explains. He adds that in this case, he will mix them, recombining them, creating a near-infinite number of unique patterns, of minds for his “children”. 'So why me, monster? I may be Wonder Man's brother, but -' the Grim Reaper begins, to which Ultron tells him that he is far more than that. 'You are the first human connection I ever made, beyond my father. Don't you remember?' Ultron declares. He reminds Eric that he was just becoming the Grim Reaper for the first time, as he was rebuilding himself, evolving into Ultron-5. Ultron recalls that Eric sought out the criminal engineer called the Tinkerer for his scythe, for other hardware. 'But he led you to me – and it was I who supplied your coma-ray – the first of our several alliances, over the years!' Ultron exclaims.
Ultron reveals that he was struck by the Grim Reaper's obsession with his then-dad brother, his need for vengeance, so simmilar to his own focus on his father, and that helped inspire him to use Wonder Man's brain patterns in the first place – combining them with the inert carcass of the android Human Torch to create the Vision. 'We are alll bound together, Eric Williams – we are all family!' Ultron declares. Hank looks in a bad shape as he utters 'This – this is all my doing. All my fault -'. Jan turns to him and tells him he can't think that. She tells herself that Hank has been under such strain recently, so afraid of having another breakdown. 'If this ordeal triggers another -!' Jan tells herself. Ultron tells the Avengers that none of them need worry about the future, in any case, for after he has recorded all of their brain patterns, he will kill their bodies. 'Allowing you to live on forever in the form of – eh?' Ultron exclaims as he notices two figures on a monitor depicting images outside. 'It seems we have company' he tells the Avengers as Firestar and the Black Panther appear on the monitor. He excuses himself from his captives, stating that he must see their guests are properly welcomed. Activating a circuit in his robotic skull, Ultron departs, leaving his captives helpless, able only to observe on the screen.
Outside, Firestar flies above the Black Panther and asks him if he can really find a trail through all this, as it is just rubble. The Panther explains that it is rubble that fell into particular patterns, due to the blasts that caused it, and it has been disturbed – by a regular, unvarying tread, which changes only to compensate for the uneven terrain. 'Nothing human made that – not even those cyborgs' the Black Panther declares. 'I guess there's a reason why the Avengers talk about the Panther with such respect. I had no idea anybody could do -' Angelica thinks to herself, when suddenly, 'Hey! Over there!' she calls out, and the Black Panther turns also, to see Ultron standing on the roof of a partialy demolished building. 'Greetings, Avengers! My sensors tell me you've already biochemically guarded yourself against my encephalo-beam – so it seems you've learned something from your unfortunate comrades' pathetic showing in New Jersey' Ultron declares, before warning the two Avengers that the encephalo-beam is just one of his weapons, and he has many more. Ultron gestures, and several pieces of machinery rise from the rubble, one of which knocks the Black Panther to one side. 'What in the world?' the Panther calls out.
'Allow me to demonstrate!' Ultron shouts as the pieces of machinery fly towards him, and connect around the lower part of his body, forming a hover platform which he is connected ot. 'Firestar. Send the signal flare' the Black Panther instructs. 'Huh? What's he -' Firestar starts to ask, 'The flare, Firestar' the Panther declares. 'NOW!' the Panther shouts, while Ultron has risen to the air, laughing as the hover platform he is connected to starts to fire blasts of energies beneath it and ahead of it. Firestar complies, shakily, but as she starts to fire a surge of microwave energy skyward, one of Ultron's blasts knocks her aside.
Some miles away: 'There! That doth put an end to these infernal aircraft!' Thor exclaims as his hammer smashes through the last of Ultron's flying aircraft. 'They shall menace yon UN troops no -' Thor starts to say, before something grabs his attention. 'Eh?' he remarks, turning to the direction where Firestar's blast has appeared. 'Iron Man! Captain America! Behold!' Thor calls out. Iron Man sees it too, 'Firestar's signal!' he declares. Cap kicks a cyborg over and tells his teammates that Firestar and the Panther have found Ultron, so they better go join them. Cap asks a lieutenant nearby if he and his men can hold their position here. 'We'll be fine, Cap!' the soldier responds. 'Good. Then come on, Avengers – let's move out!' Cap tells Iron Man and Thor.
Meanwhile, an alarm sounds loudly throughout a high-security military facility in Virginia's Blue Ridge Mountains. 'Perimter breach!' one of the armed soldiers exclaims as dozens of them rush into action. 'This is no drill! We have intruders! And whoever they are, they've already gotten through the exterior -' a security officer shouts, when suddenly, there is a massive explosion which barrages through the officers. Weapons start firing at the soldiers, and they die where they stand. The robotic intruders march on methodically, uncaringly, their heads swiveling this way and that, as if following a call only they can hear. Deeper in the base, staff and security agents have gathered, and one of them reports that they have just lost sector seven. 'Not acceptable, corporal. We have to hold this facility' someone declares. A high-ranking official tells the others that it has to be Alkhema, that female faux-Ultron. 'She' doing this somehow. Calling them to her – eith that blasted humming!'
The observation chamber where those staff were gathered is suddenly breached, and Alkhema, in adamantium restraints, would smile if she could. But for all her imobility, amusement does seem to play across her own adamantium features. 'Good children – good. Come to me, my War Toys – come to your mother. But faster, little ones, faster – we have places to be!' Alkhema calls out, as the chamber where she is held explodes open.
At the same time, an explosion is seen near Ultron, but the robotic horror hovers in the air on the platform, and tells Firestar that it must be so disappointing to be organic. 'Gas!' Firestar gasps as a green gas suddenly surrounds her. Ultron tells Firestar that she has so many imperfections, like the narrow range of vapors her respiratory systems can cope with. The Black Panther is clinging to Ultron's hover platform, as Ultron tells him 'As for you, Black Panther – you've done a commendable job of clinging to my war-platform – but I can brush you off easily – and return to finish you off at my leis -' Ultron begins as the Black Panther is knocked into a ruined building by a blast from the war-platform, when at the same time, Thor's hammer is tossed towards Ultron, before it returns to Thor. Cap strikes Ultron with his photon shield, while Iron Man fires a repulsor ray at Ultron's back. 'Hit him at once, Avengers! If we can overwhelm him – one of our attacks might get through!'
'Oh, by all means, Captain – do your worst!' Ultron replies as Cap, Iron Man and Thor stand on the war-platform and attack Ultron with their respective abilities, while Firestar hovers above, blasting microwave energies at Ultron. The air rings with the cacophony of the Avengers' attack, and at the center of its fury, Ultron simply laughs, and a huge amount of energy is released from the war-platform, sending the four heroes careening backwards, where they land amongst the rubble of Slorenia. 'Fools. All your ill-conceived assault managed was to bring you close to me – close enough to be downed with an ionic shock-blast' Ultron declares. He tells the Avengers that they never learn, that they cannot harm him – cannot damage one made of indestructible adamantium. 'All you can do – is cease your struggling – and die!' Ultron exclaims, while up above Ultron, poised on some rubble, the Black Panther utters 'No, Ultron' so softly that only he can hear it. 'The Avengers never give up'. The Panther then leaps at Ultron, and shoves one of his intangible energy daggers into Ultron's face. They phase through Ultron's indestructible skull to disrupt the electronics within. 'AHKH!' Ultron cries out. But there is a surge, and the Black Panther is shunted backwards through some rubble. 'That – actually hurt me, you miserable fleshbag. Not as much as I hurt you, though' Ultron snarls.
Meanwhile, at Avengers Mansion, a weary Vance Astrovik a.k.a Justice sits before a computer screen, researching everything he can on Ultron. The screen before him depicts a mountain of inert robotic skulls in upstate New York, and the computer's information reveals to Justice that it was found to be the the site of a clash between Ultron-13 and the Manhattan-based adventurer Daredevil. 'Daredevil? Hmp. How did he beat Ultron?' Justice snaps. The report depicts an image of Dr Doom as it reveals that based on later discoveries, it seems Ultron had been rebuilt by the Latverian monarch Victor Von Doom. 'Hm' Vance mutters to himself, before tapping at the console, which brings up further information that states despite Ultron's seeming destruction, Ultron-13 returned, his multiple personalities apparently stabilized, and the West Coast Avengers were only barely able to prevent him from turning much of California's population into robotic life. Archival footage of Ultron striking down Quicksilver while Hawkeye and Tigra lay motionless at his feet appears on screen. 'Justice? Master Vance?' Jarvis calls out as he enters the communications room. 'Yeah, Jarvis?' Vance calls back.
Jarvis places a tray on the console and informs Vance that he thought he might like some herbal tea. 'And, if I might suggest – you haven't slept since you started your reearch into Ultron's past appearances'. Jarvis adds that it is quite late, and reminds Vance that he is supposed to be recuperating. 'Sorry, Jarvis. I know you mean well, but no chance. I'm on the injured list, but I'm still an Avenger – and I've got a job to do' Jutice replies. Jarvis tells him that he understands. The historical data on Ultron resumes, with Justice learning that Ultron-13 escaped before he could be imprisoned, and he struck at Empire State University, in a bid to steal synthetic vibranium created by Roxxon Industries, but he was opposed by Spider-man, Iron Man, the Black Panther and Sunturion, and was driven off before it was discovered that the synthetic vibranium was unstable, decaying after a time, decaying into a dangerous form of Antaractic vibranium. 'Vibranium. Had to be vibranium, didn't it?' Vance thinks to himself.
Unbidden, the young mutant's mind flashes back to the last time he encountered the extraterrestrial mystery metal – a secret AIM warehouse the Avengers exposed, which was also the site of their battle with the Doomsday Man. He remembers battling the Doomsday Man alongside Warbird and the Wasp, it was the battle that sidelined him with a broken leg. The memory makes him flush with shame, but he puts it aside and forges onwards. He decides to set up a cross-referenced scan of all the files, and see what the vibranium links to. At his side, the herbal tea grows cold.
Back in Slorenia, Ultron fires a blast of energy that slams Captain America into a demolished building. 'Your tenacity, Captain – veers into stupidity! You cannot harm me!' Ultron declares, asking Cap what he hopes to accomplish. 'He's in position, Panther. Do it' Cap remarks into his communicator. The Black Panther leaps up behind Ultron and throws some more darts at him, causing some static in Ultron's speech, before the robotic madman reminds the Black Panther that his attacks cause him discomfort, but nothing more. 'You can't possibly think that -' Ultron begins, before he is drenched in a powerful repulsor blast courtesy of Iron Man. With some additional cables added to his armor, Iron Man declares that it is working. 'The Panther's attack threw his internal shielding slightly out of phase – and that gives us a chance to get through it!' Iron Man reports that he is channelling full power to the jamming signal, thought, but it is only having a limited effect. 'No sweat, Iron Man! If he's open – I can get at him, too!' Firestar exclaims as she appears above Ultron and pours a wave of microwave energy across him. 'I – told you fleshbags -' Ultron begins, before there is an explosion, and the heroes are knocked aside.
'Oh, man!' one of the UN troops exclaims. 'What is it, sarge? Are they beating him?' another asks. 'Can't – can't tell – but I know one thing – I wouldn't wanna be in the middle of that!' the sergeant exclaims as he watches the battle through binoculars. But, suddenly, Captain America leaps through the explosion, his photon shield changed into a staff, Cap shouts 'You keep telling us we can't hurt you, Ultron! And I've got to wonder – is it us you're trying to convince? Or yourself!' With that, Cap shoves the morphed shield through Ultron's primary ion channel, his mouth, blocking it. But even so, Cap is still knocked back, and Ultron boasts that nothing has happened, there is no damage. 'My internal field systems are rebooting even now! All that effort – wasted!' he exclaims, while Cap calls out 'Now, Thor!' 'Thor?' Ultron asks. 'Aye. Now' Thor responds, as he holds his trusty hammer overhead and swings it about, 'Hear me, winds! Hear me, roiling storm clouds! 'Tis the God of Thunder who speaks to thee! And he doth command thee – to gather thy power, gather thy nature-born might – and in one single moment, release thy wrath – and smite mine enemy with thine unfettered fury!' Thor hurls his hammer into the storm that has gathered overhead, and energy is directed from the storm into Ultron, who screams.
'Wow. It looks like - looks like -' one of the soldiers nearby begins as he continues to watch the battle through binoculars. Firestar and the Black Panther rise from the rubble, 'We...did it? We actually beat him?' Firestar asks. Iron Man rubs his helmet as he gets up, too, and tells Firestar that they shouldn't have, because even under a barrage like that, true adamantium should not even dent, much less shatter. 'Thou doth put too much faith in science, old friend' Thor remarks as he drops down near Captain America, adding that the Avengers did give their all, and more beside. 'Against such an assault -' Thor begins, to which Iron Man interrupts, declaring that against such an assault, Ultron should have held up just fine, unless he is taken to building himself out of secondary adamantium. 'I was hoping to shut him down – not break him' Iron Man explains. The Black Panther tells Iron Man that they can run tests later, see what they can discover, but that in the meantime, he has picked up a scent. 'There are people this way – deep in these tunnels' the Black Panther calls out as he rushes towards the tunnels.
The Avengers follow, and making their way into the catacombs, Firestar asks the Black Panther if it is the missing Avengers. 'Can you tell?' she enquires. The Panther explains that his sensors aren't that good, and adds that they are at least a mile away, maybe more. 'But we'll know soon e-' the Black Panther begins, when suddenly, 'Greetings, Avengers' a robotic voice declares. 'WHAT?' the Black Panther exclaims, as standing before them, is Ultron – with a number 17 on his head.
And below, the imprisoned Avengers watch the observation screen in horror. 'Another Ultron?' the Vision asks. 'But I'd thought – he triggered the number to appear on his forehead before he left us -' the vision adds, while Wonder Man declares that this is not good at all. Still disorientated, Hank Pym utters thjat this is all his fault. 'Stop saying that, Hank! It's not true, and you know it!' Jan tells her partner, reminding him that all he did when he created Ultron-1 was run an artificial intelligence experiment. She tells him that the idea that it would take on a life of iyts own – that it would evolve into something hateful, something murderous, it was a fluke. 'You couldn't have foreseen it! And you can't keep beating yourself up over it!' the Wasp exclaims. But Hank tells her that she doesn't know the truth – not the whole truth. No one does ubt him. 'It's worse than anyone ever thought...' Hank utters.
And back out in the catacombs: 'So, Avengers... who wants to be first?' the Ultron with 17 marked on its face asks. 'All that effort – all it took to down Ultron-16 – I don't know if I can od it again...' Iron Man remarks to his teammates. 'I'm sorry to hear that, Iron Man –' a voice calls out from behind the team, and Firestar, Cap and Thor are surprised as they turn around to see another Ultron standing behind them. This one's appearance is somewhat different, and with 23 on its forehead. 'I'd hate to think you'll have nothing left for me!' Ultron-23 exclaims. 'Ultron-23! How many of them are there, anyway?' Firestar gasps. 'An excellent question, young lady -' another Ultron calls out as it enters the catacomb. This one has a further modified appearance, 'Oh, no...' Iron Man utters, 'An excellent question indeed' the Ultron, marked 458, grins wickedly. And then the Avengers hear it, in the walls around them – the roof above them. A heavy, metallic skittering – like the scrabbling of hundreds of giant, metal insects....
Captain America, Firestar, Iron Man, Justice, Scarlet Witch, Thor, Vision, Wonder Man (all Avengers)
Goliath, Wasp (reserve Avengers)
Black Panther (inactive Avenger)
United Nations soldiers
In Illustrative Images
In Flashback Image
Flashback Images on Computer
Hawkeye, Quicksilver, Tigra (all West Coast Avengers)
In Justice's memory
Wasp (Reserve Avenger)
Warbird (Inactive Avenger)
Hank Pym had been working on the hive-communication project as seen in Avengers (3rd series) #13-15.
The Grim Reaper and Ultron met in Avengers (1st series) #52.
The details of Ultron creating the Vision from the brain patterns of Wonder Man and the body of the original human Torch were told in Avengers (1st series) #133-135 and Avengers Forever #8.
Daredevil's battle with Ultron was chronicled in Daredevil (1st series) #275-276.
The Avengers West Coast fought Ultron who was attempting to turn the population of California into robotic life in the classic Avengers West Coast #65-68.
Ultron fought Spider-Man, Iron Man, the Black Panther and Sunturion in Web of Spider-Man Annual #7.
The Avengers discovered the AIM warehouse in Avengers (3rd series) #13, and fought the Doomsday Man there in #17.