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Mark Miller (Writer), Steve McNiven (Penciler), Dexter Vines, John Dell & Tim Townsend (Inkers), Morry Hollowell (Colorist), Chris Eliopoulos (Letterer), Rich Ginten (Production), Molly Lazer & Aubrey Sitterson (Assistant Editors), Tom Brevoort (Editor), Joe Quesada (Editor-in-Chief), Dan Buckley (Publisher)Special Thanks to Laura Martin & Paul MountsVariant Cover by Michael Turner & Aspen
In the Negative Zone, a massive battle rages between the members of Captain America’s Secret Avengers and the freed anti-registration prisoners, against Iron Man and the pro-registration heroes and Thunderbolts Army. SHIELD attempt to block the gateway back to Earth, but Cloak makes the biggest teleport he has ever made and teleports every single super being to just outside of the Baxter Building in New York. The battle continues to rage, and is soon joined by Namor and an Atlantean army on the side of Captain America, and the new Champions, the Thor-Clone, Captain Mar-Vell and other new heroes on the side of Iron Man. Mr. Fantastic is shot by the Taskmaster, angering the Invisible Woman, and Hercules takes the Thor-Clone’s hammer and smashes it through his cybernetic head. Captain America overpowers Iron Man, and is about to deliver the final blow, until some civilians attack Cap - who suddenly realizes what is going on. Examining all the damage they have caused around the city, Cap surrenders, ordering his followers to stand down as he is taken into custody. Tossing his mask away, it is later found by the Punisher. Following the clean-up of the city, Iron Man and Yellowjacket begin to introduce The Initiative - 50 teams of super heroes in 50 States, beginning with the Mighty Avengers, and a reformed Rangers team, including Firebird. The dangerous members of the Thunderbolts Army are taken back to the Number 42 prison, while in Canada, USAgent, Talisman and Beta Ray Bill comprise Omega Flight. Spider-Man has returned to his black costume, and has formed a group of vigilante heroes not willing to join The Initiative. Tony Stark is appointed Director of SHIELD, much to Maria Hill’s annoyance, and the Invisible Woman returns to Mr. Fantastic, while Tony Stark and Miriam Sharpe discuss the future.
The Negative Zone… ‘AVENGERS ASSEMBLE’ shouts Steve Roger a.k.a. Captain America, leader of the Secret Avengers and other anti-superhuman registration act super beings. ‘What’s he talking about? I thought our side was the Avengers?’ former X-Man Bishop remarks as he battles the Young Avenger known as the Vision - until Captain America attacks Bishop, kicking him to the ground and shoving his foot into his head.
The two sides, both large contingents of the super human community battle each other fiercely. Bullseye battles Danny Rand in the guise of Daredevil, while Iron Man and Luke Cage go head to head. Spider-Man tussles with Doc Samson, while Mr. Fantastic wraps himself around the Falcon. Human Torch blasts Kyle Richmond a.k.a. Nighthawk as the She-Hulk smashes Jessica “Spider-Woman” Drew. The Taskmaster deals to Solo and Black Crow, while Patriot is sent flying courtesy of Radioactive Man.
The battle that rages does not go unseen by SHIELD security agents, who lock the gateway back to Ryker’s penitentiary - until they are knocked out by Tandy “Dagger” Bowen, who arrives with King T’Challa a.k.a. the Black Panther. Tandy asks if they are too late, to which T’Challa replies that there is no such thing, for although Ryker’s was the official doorway from the Negative Zone, there is still one more, provided he can remember the sixty-nine digit code!
Spider-Man a.k.a. Peter Parker shouts that he is all ticked off - ‘And I brought my can-opener, Shell-Head!’ he shouts at Tony “Iron Man” Stark, who is surprised to see his former ally. Before Spider-Man can attack Iron Man though, Lady Deathstrike and Venom of the Thunderbolts Army rush over to him, and Venom tells his foe ‘Just so long as you remembered the bandages!’
In another area, a SHIELD officer informs Director Maria Hill that the Black Panther is overriding there system and rerouting their escape bridge to the Baxter Building. ‘Close it down! Now!’ the harsh Director replies, warning the officer that if they escape, then it is on his head.
The Black Panther informs Dagger that SHIELD is on to them and are closing Reed’s portal - ‘We’ve got ten seconds and counting!’ Dagger radios to her partner Cloak and tells him that they need the biggest teleport he has ever pulled, adding that T’Challa is sending the coordinates now.
Back at the main battle, Cloak replies that he can’t, as it is too dangerous - ‘There must be a hundred people here!’ Radioactive Man attacks Captain America while Hercules and Hulkling deal a blow each to Sentry. Spider-Man kicks over Bullseye while Carol Danvers a.k.a. Ms. Marvel smashes Spider-Woman. Dagger tells Cloak that he pulls this off or else they are stuck here forever! ‘I will try!’ Cloak replies, before concentrating so hard, eventually, his power spreads over all the assembled super beings. ‘Oh, God. Tell me that isn’t Cloak!’ Iron Man exclaims - but it’s too late, as everyone is enveloped within Cloak…
…and re-appears moments later in the air outside the Baxter Building, New York. Countless super beings begin to fall from the sky. ‘All the flyers, grab a friend! NOW!’ Captain America shouts. Ms. Marvel grabs Cassie “Stature” Lang, but not everyone is so fortunate, as dozens of super beings, many of them physically powerful, crash into the streets below, smashing up cars and other objects along the way, and causing many civilians to run for their lives.
Simon Williams a.k.a. Wonder Man smashes Cloak in the face, ‘That’s for screwing up the plan, creep!’ he exclaims. Iron Man radios to all points, ordering them to evacuate the area and contain the fight to midtown, as he wants no civilian casualties. ‘You hear me? No civilian casualties!’ Iron Man turns, just as Johnny Storm a.k.a. the Human Torch flies up behind him. ‘You think I’m stupid, son?’ he asks as he knocks Johnny out.
Police officers on horseback enter the area, guiding civilians to safety. ‘Take your time and nobody’s gonna get hurt!’ one of them shouts. Up in the air, Nighthawk dodges the Vision’s lazer beams, which end up hitting a building. Spider-Man swings down and knocks over Bishop, Doc Samson, Radioactive Man and the Blizzard like they are dominos, before reaching Mr. Fantastic, who utters ‘Amazing!’, to which Spider-Man replies ‘Spectacular!’ as he kicks Reed in the neck, shoving him through a shop front window.
Iron Man asks where Captain America is. ‘Somebody find Captain America - he’s too dangerous to be left out there unchecked!’ ‘Doesn’t look too dangerous to me!’ Lady Deathstrike exclaims as she races up beside Cap and slices her razor sharp fingers along his chest. ‘Me neither!’ Venom shouts as he guts Cap. Their Thunderbolts Army teammates Taskmaster and Bullseye join them in beating on Captain America, with Bullseye exclaiming ‘Man, is this the living legend of World War Two? Who was he fighting? Bing Crosby?’
Lady Deathstrike holds Cap’s head in between her deadly hands and asks him what is so funny. ‘You like our little jokes? You share Bullseye’s sense of humor?’ Blood dripping from his mouth and nose, not to mention the rest of his body, Cap replies ‘No, I’m just thinking about my pal up there kicking your butts into next week…’ The Thunderbolts look up to the sky, and are greeted by a very unfriendly Atlantean army, lead by none other than Prince Namor the Sub-Mariner, shouting ‘IMPERIUS REX!’ Without further ado, the carnage begins as the Atlantean soldiers, all wearing breathing devices, attack.
She-Hulk turns to Iron Man and points out that Namor is here. ‘With them on his side, Cap’s going to wipe the floor with us!’ she exclaims. Iron Man tells Jennifer Walters to take it easy, as they are covered. ‘You think we’ve been sitting on our hands these last few months?’ he asks, before motioning to the sky, where the Thor-clone and Captain Marvel lead the new Champions and other super humans into the battle. ‘Have at thee, vile traitors!’ the Thor-clone shouts. ‘What he said!’ Artemis of the new Champions team exclaims, her bow and arrows ready.
The battle is in full-swing now, as Captain America and Iron Man approach each other, the motionless Blizzard, Solo and Bullseye lying around them. ‘You and me again, Cap. Just like last time. Let’s hope I don’t have to put you through all the pain again, huh?’ Iron Man remarks. Cap replies that things are a little different this time, before signalling for the Vision, who rises from the road beneath Iron Man and shoves his arm into Iron Man’s armor. Tony screams out in pain, and the Vision announces that Iron Man’s armor has been compromised.
‘Now I’m fighting dirty!’ Cap exclaims as he smashes his shield into the immobilized Iron Man. This is witnessed by the Thor-clone, who is about to go over to Iron Man, when Hercules stops him. ‘Thou shouldst fear for thyself, monster!’ Hercules exclaims.
Susan Storm-Richards a.k.a. the Invisible Woman, formerly of the Fantastic Four notices a bus which has been turned on its side being pushed through the squabbling Atlantean’s and the Champions. Susan sees that her friend and former teammate Ben Grimm a.k.a. the Thing is pushing the bus and calls out to him. ‘Ya really think I was going to sit this one out eating croissants?’ Ben asks. ‘Get your act together, Suzie! We got people to protect!’
The Taskmaster overheard that comment and remarks that it is not in his job description, and aiming his gun at Susan, fires a bullet - but Reed leaps in front of Susan. Susan turns and sees her estranged husband take the bullet which was meant for her, and kneels beside him as his stretched-out body lies on the ground. ‘What have you done to my husband?’ Susan screams. Furious, Susan looks at the Taskmaster, who exclaims ‘Okay. This isn’t good’ - he is then flattened by an invisible force field which drops on him, leaving his body in a crater.
Hercules picks up the Thor-clone’s hammer and asks him how he dare wear the flesh of the Odinson. ‘I knew Thor…Thor was a friend of mine…and you know something impostor?’ Hercules asks as he draws the hammer high above his head. ‘THOU ART NO THOR!’ Hercules booms as he slams the hammer into the Thor-clone’s face, spurting wires and electronics everywhere, while lightning fills the sky.
Captain America continues to smash Iron Man’s armor with his shield, before landing one powerful blow that shatters the facial armor. Tony looks up at his former friend and asks him what he is waiting for. ‘Finish it!’ His shield gleans in the light - but before he can take action, several rescue workers and civilians ambush him. ‘Get the Hell away from him!’ one of them shouts, while another urges everyone to hold him down.
The squabbling super beings see the commotion as Cap shouts at the civilians, asking them kindly to let him go, adding that he doesn’t want to hurt them. ‘Don’t want to hurt us? Are you trying to be funny?’ one of the civilians remarks. ‘It’s a little late for that, man!’ another exclaims.
Cap looks around him - fires have started at several points in the battle zone. ‘Oh my God!’ Cap exclaims. His close friend Sam “the Falcon” Wilson flies over and asks him what is wrong. Captain America drops his shield to the ground and tears begin to fall from his eyes. ‘They’re right. We’re not fighting for the people anymore, Falcon…look at us. We’re just fighting’.
The super beings stop fighting and all begin to gather around. The Human Torch asks Cap what he is doing, pointing out that they will all be thrown in jail if he surrenders. Spider-Man exclaims that they were beating the others, ‘We were winning back there!’ ‘Everything except the argument’ Cap replies. Cap proceeds to take off his mask, and holding out his hands to the officers, he declares that they are not arresting Captain America, but they are arresting Steve Rogers - which is a very different thing.
‘Cap, please!’ the Falcon exclaims. But Cap just asks his allies to stand down. ‘That’s an order’. Everyone stands, almost motionless, as a teary-eyed Captain America is lead away.
Later, as the dust settles and night falls, someone reaches down and picks up Captain America’s abandoned mask. It’s Frank Castle - the Punisher!
My dear, sweet Susan:Forgive my erratic handwriting. You know how difficult I find slowing my thoughts to a speed where the human hand can translate my sentiments into linear sentences. It has been tow weeks now since that terrible battle and I was pleased to see that you accepted the general hero amnesty given in the wake of Captain America’s surrender.
I saw you during the clean-up, but I felt it was inappropriate to discuss our future while our adrenal glands might still impair our judgment in romantic matters. You looked so beautiful, so vibrant and clear-eyed. I cried for a full ninety-three minutes when I returned home that night.
By now, you will have seen the launch of The Initiative…at least one super-team in every US state. I’m sure you can appreciate the pressure we were under…creating new heroes, revamping old ones…decentralizing this community from a single coast and building a super-power for the twenty-first century.
Even our controversial prison in the Negative Zone was met with rapturous applause when we finally went public. How frightening the world must have seemed before this: vigilantes, amateurs, super-villains brooding in cells that never seemed to hold them. The only surprise is how we were tolerated for as long as we were.
Of course it would be a lie to suggest that everyone is happy with our new arrangement. Some have moved to Canada in the hope of a more old-school career…while a small band of Cap’s followers remain radicalized in the underground movement. Not to mention Captain America himself….
But on the whole, our experiment has been an enormous success. What once seemed like our darkest hour has been transformed into our greatest opportunity. Working with the government, our remit has moved beyond simply law and order and we’re now tackling everything from the environment to global poverty…Tony in particular. Can you believe the new job the President handed him?
But the opinion polls and utopian ideals mean nothing unless you’re here beside me, my darling. I promise: no more traps. No more clones. None of those painful things we had to do on that path to respectability. No matter what we achieve in this new America, we’re trying to create…it can never be Heaven unless you’re here too. Please, please, please come back to the family who needs you more than oxygen.
Iron Man presents the new line-up of the Avengers - Ms. Marvel, Wonder Man, Wasp, Sentry and Black Widow, while in Texas, Yellowjacket introduces the reformed short-lived team known as the Rangers - his dear friend Firebird, along with Red Wolf, Shooting Star, Phantom Rider, Texas Twister, and new recruit Armadillo.
Lady Deathstrike and Taskmaster are paraded in front of camera crews as they are led back into the Number Forty-Two prison.
In Canada, the handsome USAgent, former Alpha Flight member Talisman and the alien Beta Ray Bill meet with a government official.
While in an unknown location, ‘Dig the outfit, man!’ Luke Cage remarks as he sits alongside Spider-Woman and Dr. Strange. ‘Thanks!’ Spider-Man replies, sporting his classic black outfit.
Captain America, poor Captain America, sits, pondering his thoughts in a cell somewhere - while the President of the United States meets with Tony Stark in front of a camera crew.
Hank Pym appears on the cover of Time magazine as the man of the year, speaking about his global revolution.
Reed Richards sits on his son Franklin’s bed as he sleeps. His daughter is in a crib nearby. He goes over to a window and watches the rain fall - when suddenly Susan, suitcases and all, returns.
Later, aboard the SHIELD helicarrier, five miles over New York City. ‘Director of SHIELD?’ Miriam Sharpe asks. ‘Why not?’ Tony replies, pointing out that he is a man with close links to both the government and super human community, so he thinks it makes perfect sense if Nick Fury is still among the missing. ‘Uh, could we have a couple of coffees over here, please, Deputy Commander Hill? Cream and plenty of sugar’. Maria Hill, relegated, shoots one of her usual filthy looks at her now-commanding officer.
Tony begins leading Miriam around, pointing out they won the war, but now they must keep the peace, as he wants people to get enthused about this new way or working they are about to initiate. He asks her if she heard that the state of Colorado requested the Thunderbolts as their official team. ‘Yeah, well, as long as you drop one or two of the nutcases, right?’ Miriam mumbles.
Tony replies that, nevertheless, it is still a tremendous step, giving offenders a second chance is something they tried to do as far back as the original Avengers. ‘Do you know why we called our prison “Number Forty-Two”?’ he asks. ‘Nope’ Miriam replies. ‘Because it was number forty-two of a hundred ideas Reed, Hank and I wrote down the night your son was killed. A hundred ideas for a safer world - and we aren’t even at number fifty yet. Doesn’t that sound exciting to you?’
Tony smiles as he informs Miriam that cleaning up SHIELD is idea number forty-three, and tells her to believe him when he says that the super-hero community just found the greatest friend they will ever have. ‘Do you really think I’d let anyone else guard my friends’ secret identities?’ Miriam tells Tony that he is a good man, who risked everything to get them to this place. ‘I truly believe you’ve given people heroes we can believe in again!’ Tony smirks as he tells Miriam that the best is yet to come…’That’s a promise!’
Captain America (leader of Anti-Registration team / Secret Avengers)Iron Man (leader of Pro-Registration team / Avengers)
Dr. Strange, Luke Cage, Spider-Man, Spider-Woman (all “New” Avengers)Black Widow, Ms. Marvel, Sentry, Wasp, Wonder Man, Yellowjacket (all “Mighty” Avengers)Black Panther, Captain Marvel I, Falcon, Hercules, She-Hulk, Sub-Mariner (all former Avengers)
Mr. Fantastic & Thing (both Fantastic Four)Human Torch II & Invisible Woman (former members of the Fantastic Four)
Armadillo, Firebird, Phantom Rider, Red Wolf, Shooting Star, Texas Twister (all Rangers)
Beta Ray Bill, Talisman II, USAgent (all Omega Flight)
Nighthawk (Member of the Defenders)
Bullseye, Lady Deathstrike, Radioactive Man, Taskmaster, Venom II (all Thunderbolts Army)
Hawkeye III, Hulkling, Patriot, Stature, Vision II, Wiccan (all Young Avengers)SoloDoc SamsonCloak & DaggerPunisherDaredevil II / Iron FistBattlestarBishop (Former member of the X-Men)Black CrowThor-CloneGladitrix
Artemis II, Hephaestus II, Hercules II, Hermes II (all Champions)Unknown super humans (either unidentified Champions or other new super beings)
Franklin RichardsValeria Richards
Maria HillSHIELD officers
CiviliansRescue workersCamera crews
This story is the main storyline of the company-wide Civil War crossover. Much like the House of M crossover, it is more of an event than a typical crossover. The main storyline in Civil War #1-7 can be read independently from the tie-in issues, which serve simply to expand ideas brought forth in the main storyline. Events leading up to Civil War #1-7 include Amazing Spider-Man (1st Series) #529-531, Fantastic Four (1st Series) #536-538, and New Avengers: Illuminati. Tie-ins to Civil War #1-7 include Civil War: Frontline #1-10, Amazing Spider-Man (1st Series) #532-538, Black Panther (4th Series) #18, Cable/Deadpool #30-32, Captain America (5th Series) #22-24, Civil War: X-Men #1-4, Civil War: Young Avengers and Runaways #1-4, Fantastic Four (1st Series) #539-543, Iron Man (4th Series) #13-14, Ms. Marvel (2nd Series) #6-8, New Avengers #21-25, She-Hulk (3rd Series) #8, Thunderbolts #103-105, Wolverine (3rd Series) #42-47, and X-Factor (3rd Series) #7-8. Additional tie-ins, which are actually new titles spinning out of Civil War are Heroes for Hire (3rd Series) #1-3 and Punisher: War Journal (2nd Series) #1-3.
Many super beings imprisoned in Number Forty-Two prison are not seen in the pages of this issue, but are presumably in the background.
The original Captain Marvel (Mar-Vell) was revealed to be alive in Civil War: The Return.
Several new titles spin-out of ‘Civil War’ and continue into the following event, ‘The Initiative’ including Mighty Avengers, Omega Flight, Avengers: The Initiative, Sub-Mariner, Champions and New Warriors.
The super-human registration act is not the first time a bill has been passed trying to control the acts of super beings. The mutant community dealt for a long time with the Mutant Registration Act [as seen in early issues of X-Factor (1st series)] and in Canada, the Master of the World, disguised as politician Joshua Lord, supported Hagon’s Super Powers Bill in which Canadian super beings had to register, that eventually forced the disbanding of Alpha Flight [as seen in the final issues of Alpha Flight (1st series)]
The finale of Civil War leads into Marvel’s next saga, The Initiative, beginning with Civil War: The Initiative.
Firebird’s brief appearance with the reformed Rangers at end of this issue indicates that she is among the anti-registration act heroes to join the Initiative.
Thanks to Redguard for the Civil War issues note.
Thanks to Monolith for character identification.