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Brian Michael Bendis (writer), Frank Cho (pencils), Jason Keith (colors), Artmonkey’s Dave Lanphear (letters), Tom Brevoort (editor), Aubrey Sitterson (assisting editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)
Tony Stark intends to reform the Avengers, a team that will work for the United States government, and wants Ms. Marvel to lead. Though Carol is at first very hesitant to accept the job, Tony eventually manages to convince her to do it. Viewing computer files on all the super heroes at their disposal, he wants to pick the best and brightest. After some discussions, Carol and Tony chose both of themselves to be on the team, with Sentry, Ares, Wonder Man, Wasp and Black Widow. Fourteen minutes after the team is formed, they receive a call about a monster attack in Manhattan. As the newly-formed mighty Avengers combat the creatures, Maria Hill contacts Tony from aboard the Helicarrier and shows him images of various weather related disasters occurring throughout the entire world. Tony is unsure how to react to this, and is certain that for some reason the Mole Man is behind the creature attack. As the Avengers begin to turn back the creatures, a furious Mole Man appears, announcing that he holds the upper world responsible for the destruction of his underground home and the death of his children. His attack is the repercussion of this. As Carol tries to convince the Mole Man that there has been no such attack, something odd happens to Iron Man’s armor. The armor loses cohesion and begins to melt, until a full-body repulsor blast seems to atomize it. When the dust clears… Tony has disappeared, replaced by a… naked woman?! As the woman rises, a computer voice announces that Ultron is back online!
Stark armor files long in. Subject file: Avengers Initiative, day one.Location: Manhattan.The Mighty Avengers jump out of their Quinjet and into action. Sentry! Wonder Man! Ms. Marvel! Ares! Black Widow! Iron Man! Wasp! Janet playfully asks them to wait – how long they’ve been a team now? “Fourteen minutes,” Carol jokingly replies. And, Janet asks, is she to assume a training exercise to see how they work together is completely out of the question now? “Well,” Iron Man quips, “let’s call this the training exercise.”
The scene in which they land is chaos. From beneath the bowels of the city, a host of giant creatures are erupting. Some a dragon-like, red and yellow, soaring into the sky. Others are hulking, eyeless brutes with limbs of strength enough to crumble buildings. The city is their to lay waste.
Four hours ago…Ms. Marvel and Tony stand on a deck, and view the drydock in which a new helicarrier is being constructed. Very different from the standard version, this version is sleeker, much more like a sub-marine, as well as being colored red-and-gold. The colors of Iron Man. Impressed, Carol asks what was wrong with the old Helicarrier, to which Tony replies that it stunk. It actually smelled. “Like cigars,” Carol guesses. “And other things,” Tony then adds. To this, Carol jokes that the world invented carpet cleaners.
SHIELD was originally an acronym for Supreme Headquarters International Espionage Law-Enforcement Division. It has since changed to Strategic Hazard Intervention Espionage Logistics Directorate. That name was eventually deemed inappropriate. A new acronym is being voted for in April. The original SHIELD Helicarrier was designed by Reed Richards and Tony Stark. The new design is a sole copyright of Stark Industries.
Signing some paperwork brought a SHIELD agent, Tony reminds Carol that he’s the new director of SHIELD, so he gets a new Helicarrier. Carol asks if she can have the old one, but Tony was thinking about tossing it up on eBay. So, Carol asks, what’s going on? Taking a moment to finish a complex equation in his head, Tony explains to Carol he has a job for her. The Ms. Marvel her. Carol reminds Tony she already has a job, but Tony replies that now she has the one she should have. She’ll be running the Avengers.
Silently, Carol screams at this, then asking aloud if they need the Avengers. Tony is surprised she even asks that. Carol reminds Tony he’s got all of the registered heroes in the United States working for the government now. He has super heroes working in all fifty states. “Finally,” Carol thinks to herself. Almost all, Tony corrects. He believes the world needs the Avengers. They need the best of the best. The best and the brightest. Symbols. Icons. It’s a time of healing they’re in right now. And they’re looking out for the people.
Carol understands. So who would they be, these best and brightest Tony is talking about? That’s the thing! Tony exclaims. In the history of the Avengers, it’s always been left to chance! (Silently running a second train of thought in his head, Tony recites a code-word: DFGD-DDG-THH.) It’s been left up to fate, he continues, whatever. Even the last branch of new Avengers were gathered together by fate. Which Rogers was always really into, he then sheepishly recalls. (His alternate line of thought continuing, he thinks about a different codeword: 8675309) Carol jokes that being frozen in a block of ice will do that to a person. She silently notes that Tony is calling Captain America “Rogers” now.
Tony sees it as whimsical nonsense now. Especially in the new world. Him and her, for the first time in Avengers history… they get to pick. They enter a room, where Tony opens up a large video screen, which shows images of dozens of super heroes. Taking this in, Carol jokes that Tony has the best toys, to which he agrees. As he looks at all those people, Tony thinks that, in this brave, new world, with every right-thinking hero at their disposal, they should pick the greatest roster ever. He wonders who would make the best Avengers and why?
Now…Battle noises are heard throughout the city, as buildings collapse. As she fires her powers at the monsters, Carol reminds her team to try to keep property damage to a minimum. Janet jokes that Carol had better tell the monsters. They started it! Carol agrees, but the monsters won’t be in the meeting with the mayor afterwards. Firing her rifle, the Black Widow asks what these things are. Her question goes unanswered as the Sentry hits a monster hard on the chin, causing it to fall against a building and partly destroying it. Carol shouts at Sentry, reminding her about what she just said. He replies he’s sorry, which Carol silent repeats in exasperation.
Tony asks his armor for an analysis. What are they’re fighting here? Unfortunately, the computer answers that no files match genetic physical type. “Lovely,” Tony jokes, “a million genetic physical types.” The computer indicates there’s a creature head count of 672, to which Tony sarcastically says that’s much better. Still in action, Iron Man lifts one of the monsters up and asks if any of them happen to speak English, but doesn’t get an answer. Wonder Man remarks how polite Tony’s being, to which Tony, firing a repulsor blast as he does so, defends that there’s no need to be rude. His attention so focused, he notices too late that another monster grabs his boots and pulls him down to the rest. He is quickly outnumbered!
The monsters try to pull Tony’s armor off and scratch at his helmet. A moment later, a huge blast erupts from his armor, which repulses all of the creatures off of him! Zipping by, Janet is impressed and asks Tony what he calls that weapon. Full-form repulsor ray, he responds. As Janet jokes Tony sure has a lot of new powers now, Tony’s armor computer warns him that its system check is complete and that all systems are operating.
As he keeps fighting, Simon admits he doesn’t know what’s going on here, but he really missed being an Avenger! His grin is quickly ended as one of the hulking monsters appears out of nowhere and backhands Simon half across the city.
Earlier…Still viewing the dozens of heroes on the giant screen, Carol asks why can’t they just sign up everyone who is at least a level nine or higher? An all-powerhouse team? Almost ignoring her, Tony speaks to someone via comm. to send a field unit out as a backup to FEMA and to report back once that happened. Carol asks him what’s going on, to which Tony explains there’s been a volcano activity in Oregon. Carol is surprised about that, but Tony dismisses it and asks what her question was. Carol repeats, “an all-powerhouse team,” to which Tony replies he doesn’t think that would work, as not every problem’s solution is a powerhouse hero. Silently continuing his line of thought on the volcano, Tony thinks: “volcanic gasses: carbon dioxide, sulphur dioxide, hydrogen sulphide, hydrogen chloride and hydrogen fluoride.”
Carol wants to talk about the intimidation factor an all-powerhouse team can have, but Tony knows the people they fight don’t get intimidated. He knows crazy people don’t get intimidated. Intimidation and firepower isn’t all they need. Sometimes they’ll need more street-savvy. Sometimes they’ll need more scientific acumen, and sometimes some dirty dealers. That’s the magic of a great team. Plus, the magic that comes from the team dynamic that you didn’t see coming. Speaking as example, Carol notes like Spider-Man and Luke Cage had. Tony grows silent at this, lowering his head slightly. Noting this, Carol asks if that means they’re not allowed to even talk about any of them, but Tony promises she can talk about whatever she wants. Uh-huh, she silently rejoins.
But he does want Carol to know that they’re going to have to find them, he then adds. And bring them in. Carol believes they should be protecting the world, to which Tony claims they are. At this point, she wonders, how is them finding Luke Cage protect the world? Tony glares at Carol, who stands her ground. A moment later, Tony moves to her side and whispers in her ear. If they don’t find Cage… they will. “They who,” a dubfounded Carol asks. Again, Tony simply glares at her. Almost in punctuation, a lit “SHIELD” displays ominously behind him.
Now…The fight still in progress, Janet asks if anyone knows who these creatures are and why they’re trashing the finest shopping district in America?! Black Widow asks if anyone recognizes these creatures, to which Simon announces he is getting kind of a Mole Man vibe. Ares could care less. Natasha mentions she’s just looking for some sort of… Ares interrupts her, saying this is a war. The creatures attacked, the Avengers destroy them. They can ask questions later. As Natasha wonders to herself who Ares is, one of the creatures punches the Sentry against one of the SHIELD helicarriers. Sheepishly, the Sentry again apologizes.
Meanwhile, continuing firing her rifle, the Black Widow says she thought Mole Man quit being “all moley.” “Well, once a Mole Man,” Carol says as she continues the battle…
Earlier…Carol suggests they start who were the best classic Avengers of all time. They open a file about the Wasp. Janet for sure, Carol concludes. Tony is surprised, but Carol thinks to herself they’ll get the Wasp for sure, if Janet gets a new costume, that is. Tony admits he misses Janet the most. Carol asks if Janet and Hank are still together, but Tony stopped trying to figure out the Pyms a long time ago. He jokes he’s pretty sure the Pyms are what drove him to drink in the first place. Carol mentions Janet could lead the team as well, and Tony agrees, but he wants Carol to do it. She says “okay,” but Tony still explains, saying it’s because Carol has the military experience, and this is a military operation. Carol says okay again, which Tony repeats.
Now…Janet fires her sting blast at one of the creatures. She pauses a moment afterward, as she hears Ares scream in pain, and immediately flies to his rescue. The creature Ares was fighting has overpowered him, and is now trying to crush Ares with its huge foot. Thinking that this is not even on the list of ways she wants to die, the Wasp flies straight through the creature’s ears, killing it instantly. Now freed, Ares gets up and gives the Wasp many thanks. “Okay then,” Janet thinks, regarding the thankful Ares.
Earlier…Carol pulls up Wonder Man’s file, definitely wanting to enroll him. Tony is fine with it. Carol remarks that Simon is the second best Avenger, to which Tony opines that was Thor was best. Carol agrees, and thinks to herself that they need “a Thor,” which Tony voices the same aloud a moment later. Carol adds they need a “Wolverine” too and Tony fully agrees. Carol thinks Tony’s going to need someone who’s going to do that which most of them won’t and Tony claims that’s exactly why Wolverine was on the last team. Changing subjects, Tony asks if there’s something going on between Carol and Simon. Carol denies it, but Tony says he thought there was. She denies it again, reeling from the accusation. She asks Tony where he heard about that, but he just says Carol doesn’t have to worry about it.
Now…Wonder Man has returned, flying at high speed and straight through one of the big monsters, ending its threat. Someone shouts his name in excitement. Not even pausing, Wonder Man spies two civilians, who are about to have one of the hulking creatures throw a car at them. Just in time, Simon is there and manages to rescue the people by flying them to safety. Though they are terrified… he smiles.
Earlier…Tony wants to grab the Sentry on the team but Carol vetoes. Tony thinks they need him, but Carol recalls the Sentry was completely useless during the war and that he’s a basket case. Tony admits Sentry’s got troubles, after which Carol again calls the Sentry a basket case. (“Says Miss Perfect”), Tony quietly thinks to himself. Aloud, Tony tries to explain they don’t need another Scarlet Witch situation. They keep Sentry close and they help him. Carol recalls they had the Scarlet Witch pretty close by. Tony agrees but now they know what to look for. He says Bob’s like… he calls Bob the bullet. You can point Sentry at something and fire. And with Sentry’s Watchtower on top of the Avengers headquarters…
Carol can’t understand that, with all the super heroes in the world, Tony wants the one who’s most wobbly. Tony suggests Carol thinks of the Sentry as a hero in training, a young Avenger. He needs just a little guidance and training both mentally and physically as only the Avengers can give. Tony thinks that’s the mistake everyone’s making with Sentry. Everyone treats him like a world-class hero because he has the power. But he’s not there yet. Carol doesn’t want the Sentry, but Tony does.
Taking his meaning, Carol remarks that it’s really Tony who’s leading this team, and not her. Tony denies that. He’s picking the team with Carol. As she silently tells him off, Tony promises he’s right and that Carol will see. He thinks Bob, in the right situation, will grow to be a Thor. That he’s this close to being one of the all-time greats and frankly Tony wants to be there when Sentry does it.
Now…Sentry hits another big creature and slams two moloids’ heads against each other. As he does so, he asks if anyone else is a little creeped out none of the creatures don’t make any noise or anything. One of the creatures traps Ms. Marvel into its tail, and she can’t free herself. Janet tries to rescue Carol by shooting her stings at the tail, but can’t get a clear shot because Carol is squirming too much. Enter the Sentry, who easily rips the tail apart, thus freeing Carol. She falls on the ground and, upon looking up, sees the Sentry floating before her and the Wasp. A wry smile, he tells her, “You’re welcome.” Rendered nearly speechless, Carol thanks him. Nearby, Janet thinks aloud that Bob’s yummy. Hearing this, in a low voice Carol tells Janet to focus on the monsters, “you unbelievable tramp.”
Earlier…Carol suggests that they make a team out of Sentry, Wasp, Wonder Man, herself and Tony. Tony is in. Carol asks if he’s sure about it, to which Tony says “of course.” In that case, Carol continues, they’re missing a Wolverine and a Thor. Tony thinks they also need a ninja. Carol isn’t sure about it, but Tony is confident you have to have a ninja on your time in this day and age. Carol suggests Matt Murdock, but Tony thinks Murdock is a lot more trouble than he’s worth at this point. Carol next suggests Shang-Chi, but Tony wants Natasha Romanoff. The Black Widow. He loves her.
Carol jokes Natasha does look hot in the black leather, to which Tony rejoins she’s okay. Pressing, Carol thinks Tony loves Natasha, to which he only says she’s all right. Carol promises it’s okay that Tony loves Natasha, to which he then says Carol looks better. Immediately, Tony quickly realizes his mistake and says, “too much,” to himself. Carol asks Tony if he’s worried about Natasha in the more intense combat situations. “Uh, what was that,” Carol thinks. Tony confirms he’s certainly not worried about the Black Widow.
Now…Mid-air in a leap, the Black Widow throws some grenades at a group of the creatures, unaware that she is being watched by Ares, who smiles at seeing her in action. The grenades explode on impact, destroying all of the monsters.
Earlier…Still recovering from his uncomfortable flirtation, Tony says they still need a Wolverine and a Thor. Carol smiles that Black Widow is kind of a Wolverine. Tony agrees… kind of. He remains quiet for a while, and Carol just stares at him. Carol wants to say something, but thinks to herself she should probably think this through first. Eventually, she says that she knows someone who is a Wolverine and a Thor.
Tony asks Carol to hold on and asks someone over his comm. to patch the feed. Immediately the image of another volcano erupting is displayed on a screen. That makes two of them, he remarks. When Carol asks where this is happening, Tony explains it’s occurring in Krafla, Iceland. Carol asks if they should do something about it. Tony mentions there are professionals for these kind of situations. He then asks Carol to hold on, and tells someone else over comm. to tell the Icelandic national authorities that they’re available at the drop of a hat.
Carol wants to know what’s up with the volcanoes, but Tony changes the subject, wanting to hear about this Thor and Wolverine guy. Carol admits the guy’s both Logan and Thor rolled up into one. She realizes in herself it’s too late to rethink it now. Tony is intrigued.
Ares’ first Avengers meeting…Location: on site construction area in Dover, New Jersey. 44 minutes before first contact with Manhattan creature invasion…Iron Man and Ms. Marvel land on the construction site, much to the surprise of the gawking workers. Carol is surprised Ares went and got a job, to which Ares jokes he’s got to make a living. Taking off his hardhat, he says hi to them both. “Long time no see,” Tony says to Ares.
Ares, brother of Hercules, son of Zeus, as described in classic mythology had a brief altercation with the Avengers during a problem with Hercules.Growing angry, Ares asks what he can do for Carol and Tony now that they’ve come to his workplace and destroyed his civilian cover. Tony explains to Ares he’s a super power and that he needs to register with the United States government. Ares claims he doesn’t have to, to which Tony defends it’s the law. If Ares wants to live in this country. Ares doesn’t care, and shouts at Tony that he shouldn’t come to him with man’s law. Trying to defuse the situation, Carol goes to stand between the two men, and asks Ares why he’s working there. Ares explains he’s got a son. A mortal son. He is raising the boy himself. And he’s going to have a mortal life. Without the help of Ares’ horror of a father. Without the boy having to see the hypocrisy of Zeus’ rule.
When Carol asks what Zeus did to Ares, he angrily asks back if there’s anything about him that suggests he’s the kind of guy who wants to share his feelings with a woman? Carol leaves, angrily telling Tony that Ares is all his. His eyes still focused on Ares, Tony tells him to come with them and register. Again, Ares refuses. Tony remarks that it’s a nice offer: either Ares will come work with them or they arrest him and have him deported back to Olympus. Ares is unimpressed at the threat.
Undettered, Iron Man presses. He knows Ares is tough and respects everything he stands for. His estimation is it would take at least five of the more powerful men at his disposal to physically take Ares down. She-Hulk, Wonder Man, himself, the Vision and the Sentry. But he’ll bring six more for safe measure. Or, Tony continues, and this is what he would like Ares to do, he matches Ares’ pay what he earns at the construction site here, and he joins the Avengers. His grimace turning to a grin, Ares smiles that he likes a man who won’t back down from a fight with a god. They’ll give it a try.
Carol asks Ares, if he’s the god of war, why he didn’t show up during the Civil War. Ares replies that that wasn’t a war. He calls that a slap fight. He calls the war against the city of Troy in Asia Minor by the armies of Achaeans a real war. Carol jokes that’s what she heard, to which Ares replies the movie made him sick. “Sure,” Carol says as they depart, leaving the rest of the construction workers just staring at them. Ares reminds Tony he has to know he makes 44 dollars an hour here. Carol is stunned to hear that. To this, Iron Man replies simply, “Ares, god of war… for that money, he better sees some razzle-dazzle.”
Now…Ares fights with fury, his axe and sword cutting a path through the subterranean creatures. Watching in awe, the Wasp asks Iron Man where he found the guy. Instead of answering, Tony asks Janet to hold on as his armor receives an emergency alert. Tony tells the armor to show it to him. The armor does as told, and Tony receives a call from Maria Hill on the Helicarrier.
She shows Tony images of disasters happening throughout the world. There’s a tornado outbreak in Tennessee. An avalanche alert in China. Forest fire outbreaks in Oakland Hills, the California area. A hail storm in Munich, Germany. Brussels report temperatures of 122 degrees Fahrenheit. There are a lot more disasters to show, but suddenly Tony’s armor loses its satellite signal.
Tony is in shock. When Janet asks what’s wrong, Tony explains to the Avengers that the entire world’s weather patterns are going nuts. They’ve got near-catastrophes and he’s definitely getting a Mole Man feel from this thing here. Suddenly, Iron Man’s armor re-acquires a satellite signal about Mole Man. It explains Harvey Ruppert, aka Mole Man, was an American scientist and explorer who discovered and declared himself ruler of Monster Island and Hidden Earth. But his current whereabouts are unknown. Tony flies up and meets up with Ms. Marvel. He just can’t imagine what Mole Man’s problem is that he’d try something as heinous as this.
In an update, the armor explains the Baxter Building servers are not responding. Tony mentions to Carol that Reed Richards isn’t answering, so he’s going to just dive in and try to get right to the Mole Man and end this. Carol denies the suggestion and wants Wonder Man to go in instead. She explains to Iron Man that he’s their link to the world, so he has to stay. Tony agrees and thinks it’s a good idea. Afterward, he thinks to himself that it’s Carol’s team, so he should let her lead. A moment later, the armor indicates that the satellite signal is corrupted and should try to reach it again.
Suddenly… it starts hailing?! Natasha is shocked and curses. Nearby, the Wasp is unable to handle the barrage and has to grow full size again. Meanwhile, Carol orders Sentry and Ares to clear a path. Unfortunately, the Sentry is unable to comply, as he swears he’s going to throw up from the smell. Luckily, Wonder Man has no such problem and flies into the tunnels, calling out to the Mole Man. However, as he enters, a gargantuan, green arm appears out of the ground and grabs Wonder Man!
Carol is shocked by the sight and a moment later the arm throws Simon far away again. Sentry, now free, begins to fly after Simon but Carol thinks Wonder Man can handle himself. She wants Sentry there. Nobody notices that Iron Man is having some trouble with his armor. Back at the hole, the hand goes back inside the tunnel, and someone appears from the dust. He angrily shouts he told them many times to just leave them alone. To leave him and his kingdom alone! He warned them. He warned them as plain as day. If they come at him, the Mole Man will come back with everything he and his minions have!
Ms. Marvel defends they didn’t do anything to the Mole Man and didn’t come after him. Mole Man calls Carol a liar because his world underground is destroyed! His home is destroyed. His children are dead! And that is nothing compared to what he’s about to do to the rest of the world!
Suddenly, Iron Man’s armor grows out of control. The helmet starts to reshape, almost as if melting. Seeing this, the Sentry flies towards the Mole Man and, grabbing him by the collar, asks him what he’s doing to Iron Man. However, the Mole Man replies, “Nothing!” Meanwhile, Iron Man’ armor continues to dissolve, becoming a nearly shapeless red-and-gold mass. Still convinced he is behind it, the Sentry shouts at Mole Man to stop, but the Mole Man continues to proclaim his innocence.
Tony’s armor continues to transform until a blinding light fills the area, the by-product of a full-form repulsor blast. After the light subsides, a large crater has appeared where Iron Man just stood. Carol sees someone and calls out to Tony. However, Natasha quickly states that she doesn’t think that’s Tony anymore. It’s a woman! Rising from her crouched position, a naked, brown-haired woman gazes back at the Avengers with red, inhuman eyes.
Ultron program successful. Ultron online…
Ares, Black Widow, Iron Man, Ms. Marvel, Sentry, Wasp, Wonder Man (all Avengers)
Mole ManMoloidsMole Man’s creatures
various SHIELD agents (all unnamed)various construction site workers (all unnamed)Civilians
as images on Iron Man’s computer screen: Ares, Beast, Bishop, Black Bolt, Black Cat, Black Panther, Black Widow, Bullseye, Captain Britain, Captain Marvel, Gauntlet, Green Goblin, Darkhawk, Deadpool, Hawkeye II, Howard the Duck, Hulkling, Komodo, Mr. Fantastic, Moon Knight, Namor, Network, Prodigy, Phantom Blonde, Rage, Red Wolf, Scream, Sentry, Sleepwalker, Songbird, Thor Girl, Triathlon, Two-Gun Kid, Venom, Vision, White Tiger, War Machine, Wiccan, Windshear, Wonder Man, Yellowjacket and various others (various Initiative heroes)
This series takes place after the Civil War event. This issue is giant-sized.
Iron Man became the new director of SHIELD in Civil War #7. This issue marks the first appearance of the new Helicarrier.
eBay is a world-wide, online selling market.
The New Avengers were gathered by coincidence (or fate), as seen throughout New Avengers #1-6. Luke Cage and Spider-Man are still members of that team, though all of its members are now considered as criminals by the state because they are unregistered.
The Scarlet Witch disaster can be found in Avengers (1st series) #500-503.
Ares first fought the Avengers in Avengers (1st series) #98-100. Ares’ life with his son and his problems with Zeus are fully described in Ares: God of War #1-5.
The movie to which Ares refers with disdain was the film Troy, which starred, among others, Brad Pitt.
Godzilla seems to be among the Mole Man’s monsters on the two-page splash.