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Brian Michael Bendis (writer), Frank Cho (pencils), Jason Keith (colors), Artmonkey’s Dave Lanphear (letters), Kate Levin (production), Aubrey Sitterson (assistant editor), Tom Brevoort (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)
Before the Mole Man attack occurred, Ms. Marvel and Iron Man continued to gather their Avengers members. After convincing Ares to join the team, they went to Wonder Man, who was having a hard time convincing his agent he doesn’t want just to be famous, but actually to act and move people with his performances. Carol and Tony invited Simon on board and he agreed. They later visited the Black Widow on the SHIELD Helicarrier, where Natasha was training some soldiers, though it looked more like Natasha was beating them up, venting her anger that she wasn’t in the field. She was thrilled at Tony and Carol’s offer and accepted without hesitation. Sentry’s situation was a bit awkward. At his Watchtower, Bob was having a discussion with Lindy about “the Sentry” not being able to chose which new disaster is the most prominent to solve. Carol and Tony visited Bob at his tower and invited him to join the team, but his wife shows her opinion, as she walked away when hearing the invitation. Bob, on the other hand agreed to join, under certain conditions he now has with both Carol and Tony. Finally but not least was Janet, who was having trouble at her office and her on-again, off-again relationship with Hank Pym. She at first was against rejoining the Avengers because she didn’t want to use them anymore to hide behind her life problems, but agreed to join when Carol says they needed Janet to do what she does best. In present time, Ultron keeps destroying more and more of Mole Man’s creatures until he finally orders a retreat. The Avengers don’t understand what’s going on, or why Tony Stark suddenly changed into a woman. Ares wants to destroy Ultron but Carol and the others hold him back, though they have the hardest time doing this. Janet notices Ultron looks exactly like her (but with worse hair). She talks to it and asks why this is the case, to which Ultron simply says, “I look like you because I love you.” Understanding the meaning, Janet tells the Avengers that they need to contact her ex-husband. She now realizes Ultron is really back and about to destroy the world. And to do that, it killed Tony Stark.
Stark Armor Files Log in I.Subject file: Avengers Initiative, day one.Location: Manhattan.66 minutes before the Mole Man attack.
Wonder Man is at an office, where his agent suggests he accept a reality show about a hero’s life now that the registration act has come to pass. However, Simon is against it. The agent tries to explain the concept of the show, but Simon tells him not to. The offer is three million just to participate, but again Simon doesn’t even want to listen. He’s an actor and wants to act. He doesn’t want to be famous, just to move people with his performances. The agent reminds Simon he’s already famous because he’s an Avenger. Simon corrects the agent he was an Avenger, but the agent believes to the world, Simon is an Avenger.
That’s fine by Simon, but he doesn’t want to be in the business of trying to stay famous. Being an Avenger wasn’t about being famous; it was about being part of a team of people all dedicated to the same thing. He asks the agent if he understands that. Simon refuses to sell that out. What he wants the agent to do is find a way to take his life as an Avenger and evolve it into a place where he can express himself as an actor. He wants to know if that can be done. The agent doesn’t think he can… not after that whole Civil War thing.
“Or,” a voice informs Simon from behind, “or you could just be an Avenger.” Simon looks behind him, and sees Ms. Marvel and Iron Man floating outside the building. Simon smiles to Carol, and she smiles back.
Now…The Avengers, Mole Man and his creatures are still staring at the female Ultron robot that has just appeared out of nowhere. To herself, Ms. Marvel mocks that she has been the leader of the Avengers for only two minutes and she’s already in over her head. She then calls out to Tony, hoping he’s still somewhere inside the robot. Unspoken, Carol also desperately hopes that Tony isn’t dead.
Ultron corrects Captain Danvers that she isn’t Tony. Try again. While Carol reacts with surprise the robot knows her, Ares proclaims that will wipe that smirk right off her face. Carol does her best to restrain Ares, reminding him they don’t know what this is all about. Meanwhile, Ultron continues just standing there, looking at a frightened Mole Man. Ares thinks they should… Carol interrupts, explaining to Ares they should think before they leap. Carol thinks to herself that Ares had better have a look around because he’s so off the team once this is over.
Sentry takes Ares over from Carol and holds him back, but asks her what they should do. Simon can’t believe Tony’s armor has just turned itself into a woman. Nearby, Janet thinks to herself she’s nuts, but then asks the rest of the team if anyone else thinks Ultron looks just like her but with worse hair. Carol is still uncertain what to do, but doesn’t admit it to the team.
Mole Man asks Ultron if he has her to thank for what happened to his underground home. Ultron doesn’t recognize Mole Man at first, but recalls who he is when he says he lives under the Earth. The answer to Mole Man’s question is: yes, Ultron confirms. He has her to thank for destroying his home. It was… collateral damage.
Simon thinks this is odd. Sentry also doesn’t understand: Tony Stark is a woman? Ares calls the team idiot mortals, and that they have no idea when it’s time to fight. Carol thinks in herself that Captain America would know what to do, and thinks about what he would do in this situation.
Mole Man shouts out to his creatures that Ultron is who killed their brothers and sisters, and this is who they will destroy today!! “No,” Ultron grins. All of Mole Man’s monsters attack Ultron, who just continues standing calmly where she is right now.
Carol panics. She tells Sentry that Tony is inside Ultron and that they have to save him. Sentry looks doubtful in front of him, and recalls what happened earlier.
Earlier…Avengers Initiative: day one.Location: Avengers Tower/Sentry Watchtower, Manhattan.55 minutes before the Mole Man attack…
Bob is at his Watchtower together with Lindy and his dog. Lindy asks the quiet Bob what he’s thinking, and Bob immediately recoils at the relationship question. Lindy tells Bob he’s so internal and just wanted to… Bob interrupts her, explaining he was thinking he should be out there doing something. Lindy is okay with that, though Bob confesses he’s not always sure what he’s supposed to be doing. When Lindy doesn’t understand, Bob explains that there’s fifty things going on in this city every second of the day that the Sentry could do something about. And that’s just in this city. He wonders if a bank robbery in Queens is less or more important than a hurricane in Louisiana. How can he choose? He can’t. He can’t always be where he’s needed most.
Lindy notices aloud that Bob said “the Sentry” again, though Bob doesn’t understand her meaning. Lindy reminds Bob he said the Sentry like it’s another person. They agreed he wouldn’t do that. Bob doesn’t remember that. Lindy asks Bob if he talked to his therapist about this. “It’s all we talk about,” Bob admits.
Suddenly, Bob’s computer, C.L.O.C., warns him and Lindy that Carol Danvers are Tony Stark are coming in for a visit. “Cool,” he says. A moment later, the two enter and Iron Man says hi to both Bob and Lindy. He asks Bob to get his Sentry suit on as it’s time to go to work. Lindy asks for an explanation, to which Tony says they’re putting together a new roster for the Avengers and that Bob’s going to be the… Before Tony can end his sentence, Lindy gets up from her seat without saying a word and leaves, the dog following her.
Carol thinks to herself that this is an awkward situation. Bob calls out to Lindy but she ignores him, and he wonders what that was all about. Tony says he doesn’t know, but jokes to himself that’s the reason why he’ll never get married. Carol tells Bob she knows he and Tony have some understandings and respects that, but… she confesses Bob scares her. Bob smiles that he scares himself. To this, Carol mocks to herself that she sure doesn’t feel any better now. Carol explains to Bob he’s more powerful than all of them. It’s no question he would be an asset to the team. But she needs to know if she can count on Bob to know when he’s not going to be able to do it. She asks if he understands that. If Bob feels like it’s all coming apart on him, in his head, she wants him to tell them. Even in the heat of the battle. She asks Bob if he can promise her that.
Now…Ultron tosses one of the largest of the Mole Man’s monsters against a skyscraper. Carol tell the Sentry that they’ve got to save Tony, but after Ultron threw the monster she tells him to never mind. Watching another creature sent flying, the Mole Man yells in anger. Ares pushes Carol aside and thinks this is madness. Holding his axe ready he is battle ready.
While lightning bolts strike the ground, Ultron tells Carol she should read Reed Richards’ papers on clone brain development. She could give her “little pets” more control of themselves and maybe voice boxes. “Damn!” Carol thinks to herself and apologizes to Tony. She orders the Avengers to take Ultron down. “Finally,” Ares thinks, as he and Sentry run and fly into battle. “Die monster!”
However, Ultron continues to stare forward, her face expressionless. Suddenly, lightning again streaks from the sky… striking down both Sentry and Ares! This done, Ultron again turns her attention to Mole Man, who was hiding behind a rock. She thinks he probably doesn’t want more control over his creatures, but completely subservient ones instead. She hopes he isn’t involved with any of his mindless creations, as that would be completely disgusting. She couldn’t even imagine it. And with that said… Mole Man realizes what’s about to happen and begs Ultron not to do it.
Ultron faces a gigantic creature, and fires a powerful repulsor ray, which liquefies the creature, as well as some Moloids. “No,” Mole Man cries in horror. “My babies!”
Nearby, Sentry used his body to protect his teammates and asks if they are okay. “Uh, no,” Janet responds. Even Black Widow’s commlink to the Helicarrier is fried now. Mole Man desperately tries to retreat together with his surviving “babies.” Now ignoring him, Ultron walks towards the Avengers. Sentry wants to do something about it, but Carol wants him to stay back. Sentry mentions he can take the weather, but it’s not him she’s worried about. It’s what happens to everything around Sentry when Ultron tries to melt him she’s concerned about.
Janet has the hardest time not to vomit and wonders if she still has eyebrows. Ares demands that Ms. Marvel lets him kill her, but she refuses. She wants to do the other thing. She and Sentry fly towards Ultron and talk to her. Carol introduces herself to Ultron and explains she’s the leader of the Avengers. Ultron knows who Carol is and rhetorically asks if she is the leader. Good for her. Ignoring this, Carol asks Ultron who she is. “Who do I look like?” she smilingly responds. Ares again wants to attack, but Carol once again holds him back.
Meanwhile, Black Widow has a clear shot on Ultron and has her gun pointed straight at her head. Natasha only has to pull the trigger.
Earlier…Avengers Initiative: day one.Location: SHIELD Helicarrier, physical training level 522 minutes before the Mole Man attack…
In a SHIELD physical training, the Black Widow is locks in personal combat against three men and a woman. She easily holds her own, delivering kicks and elbows to the face, and punches to a stomach. After a few moments, the Widow is the only one left on their feet. Sarcastically, one of them asks Natasha how this is training them. Natasha simply says that, if they’ve got to ask her that, they’re not done training yet.
At this moment, Carol and Tony enter the room, and Tony jokes to Natasha it’s not these kid’s fault she’s not in the field. Carol thinks to herself that Natasha is insane but doesn’t say that out loud, of course. The soldiers Natasha was training stand up immediately when Tony enters the room, shouting “Director on deck!” and he thinks he’s getting used to that.
In response to Tony’s statement, Natasha asks whose fault it is she’s not in the team, so she can hit them. “Marry me,” Tony thinks to himself, only to add verbally that it’s just the ghost of Nick Fury coming back to bite her in the ass. Politics, you know, but Natasha doesn’t want to hear about it. Tony wants Natasha to grab her Black Widow gear and meet them on the flight deck. When she asks if this is a new assignment, Tony explains to Natasha that she’s an Avenger again, to which she says “spasibo, baby.”
Now…Ares can’t believe that Sentry and Carol are still holding him back on Ultron. She’s the chosen enemy! Carol commands Ares to stay back and he does when Sentry and Simon hold him again. “Good dog,” Ultron smiles. This gets Ares even angrier and he promises he’ll cut that smile off Ultron’s face. Ultron knows Ares said that before. She wants to know, though, if Ares is really the god of War. If he is the real Ares. Ares furiously punches Carol, Sentry and Simon out of his way, proudly declaring he is Ares, the God of War. Ultron isn’t impressed and mocks she liked Thor better.
Ares can no longer restrain himself and finally attacks Ultron with his axe. However, Ultron protects herself behind a force field, which is so powerful it shatters Ares’ weapon. As the Avengers recoils from the shockwave, Ultron blasts Ares with a lightning bolt, causing him to scream in agony. Ares falls to his knees, threatening to make Ultron pay for that. However, before he an act, Ultron fires another lightning bolt through Ares’ chest. A moment later, the Sentry flies towards Ares, picking him up and taking him to safety. However, before he get far, Ultron strikes them both with another lightning bolt.
Ultron smiles that she has some very interesting data on Sentry, and even knows his real name. She sees it’s going to take a lot to terminate him. When Sentry then demands to know where Iron Man is, Ultron remarks that it is clear none of the Avengers understand what is happening to them now. They don’t need to worry, though, as she’ll be ready for them in a few minutes. Carol whispers to the Avengers to retreat, but Ares is of course strongly against that. He wants to stand and fight!
As Ultron starts walking away, Carol tells Ares to look at himself. They won’t stay and fight. They’ll figure out what this is and make a plan and then execute it. They just don’t hit that thing and hope that does it. And, if Ares defies her direct order again, he’ll be off the team and she’ll have him tossed off the Earth. She’s not joking. While Carol and Ares argue, Janet quietly stares at Ultron’s face, and thinks about something.
Earlier…Avengers Initiative: day one.Location: Van Dyne Design Studio, Soho.14 minutes before the Ultron attack...
As Carol is with her, staring at some of Janet’s poster and designs, Janet’s assistant takes a call. It’s Doctor Pym for her. Janet just stares at the assistant, who gets the picture. She tells Hank Janet’s in a meeting and asks if she can take a message. Carol looks outside her window and sees Iron Man flying by. Carol mentions she likes the poster on the left, though Janet thinks they’re all derivative and terrible. Carol thought Janet designed them. “Yep,” Janet smiles again. In that case, Carol suggests to Janet that she put on her costume and be an Avenger again. Janet sighs, as she promised herself not to use the Avengers anymore to hide from her life’s problems. Carol promises nobody’s asking Janet to do that. They’re asking her to do that which she does better than anyone in the world. Janet thinks about it a moment, and agrees.
Now…Janet tells Carol she’s going to talk to Ultron, though Carol is incredulous. Ultron will kill her! To this, Janet replies then it’ll kill her, but she doesn’t think it will. Ignoring Janet’s words, though focused on her, Ares thinks to herself that he could have his way with her. Meanwhile, Janet asks Carol to look at Ultron. There’s a connection between them, even though Janet doesn’t really know what they’re dealing with. Simon tries to prevent Janet from doing it, but she just walks over to Ultron and Carol panics.
Janet wants to talk to Tony, but Ultron says that she isn’t Tony. Or Iron Man. When Janet asks why Ultron looks exactly like her, Ultron replies that it’s because she loves Janet. For a moment, Janet and Ultron stare quietly at each other, until Janet turns around, returning to the Avengers. Ultron remains exactly where she has been. Upon returning to the team, Janet asks if any of them knows where her ex-husband is. When Simon and Carol ask why, Janet wipes a tear from her eye, explaining it’s because Ultron is back and it’s destroying the world. And it killed Tony Stark to do it.
Ares, Black Widow, Ms. Marvel, Sentry, Wasp, Wonder Man (all Avengers)
female Ultron robotMole ManMole Man’s creatures & Moloids
In the recent past: Black Widow, Iron Man, Ms. Marvel, Wasp, Wonder Man (all Avengers)
Lindy Reynolds (Sentry’s wife)Watchdog (Sentry’s dog)
Wonder Man’s agent (unnamed)Black Widow’s sparring partners (unnamed)Wasp’s assistant (unnamed)
Henry Pym, aka Yellowjacket, aka the Wasp’s ex-husband, is indeed the creator of the Ultron robots.
Ultron’s reference to Reed Richards and cloning is a reference to the clone of Thor, used by pro-registration forces during the recent Civil War conflict. [Civil War #4 & 5]
“Spasibo” is “thank you” in Russian.