Uncanny Avengers (3rd series) #12

'HANK PYM! YOU GOT SOME 'SPLAININ' TO DO!' Tony Stark a.k.a. Iron Man booms as a large Iron Man armor pounds Ultron/Hank Pym into the ground on the corner of 59th Street in New York City. 'And you idiots periscoping this need to clear the area!' Iron Man calls out to some civilians nearby, one of them filming the fight on his phone. 'Well, if it isn't Tony Stark' Hank Pym mutters, while Ultron points out that Stark's stupid suits never even stopped Banner. 'And you think it will stop us?' Ultron shouts as he leaps upwards and shoves Iron Man backwards. 'Nope. Nobody thinks that. In fact... we're not trying to stop you...just contain you' Iron Man explains as he punches Ultron hard, before exclaiming 'Hulkbuster, open!' and a compartment on the large Iron Man Hulkbuster armor opens, which Ultron looks in and sees is empty. 'Now what?' Ultron asks, realizing that Tony Stark isn't actually in the armor. 'Sorry I couldn't be there for your moment in the sun, Ultron' Iron Man remarks.

From another location, Tony Stark controls the Hulkbuster with a series of holo-panels that float before him. Tony declares that he has hands full at the moment, and tells Ultron to enjoy the new suit – no returns or exchanges. 'Get off!' Ultron shouts as he tries to break free from the Hulkbuster armor. 'Let us out!' he demands as he finds himself shoved into the the armor's empty compartment. 'Get in there, Ultron!' Nathan Summers a.k.a. Cable calls out as he opens fire at Ultron, blasting him as the Hulkbuster armor closes around Ultron. 'Target is buttoned up and ready for transport' Cable reports, before telling Rogue that it is her game now.

'Gracias, Cable' Rogue replies from high above the city, where she, the Vision, Jan van Dyne the Wasp, Jericho Drumm a.k.a. Doctor Voodoo and Johnny Storm the Human Torch fly alongside the Hulkbuster armor. Stark's voice can be heard through the Hulkbuster armor, stating that he is logging off and giving command of the suit over to him. 'Good luck' Tony adds. The Vision thanks Tony, while the Wasp admits to missing a few team meetings and asks whose plan this was. The Vision explains that Project Icarus was one of Banner's Hulk fail-safe plans. As they fly towards a space craft waiting for them, Rogue points out that this is some plan, and alerts the others to the fact that Ultron has already compromised the Hulkbuster, as she sees a fist punch through the armor. 'Unfortunate' the Vision states, announcing that he will stay on the ship and make sure Ultron reaches his final destination.

'We're not leaving you alone to face him' Doctor Voodoo assures the Vision as they all enter the space craft through a hatch underneath. 'Yeah, nothing bad ever happens when the Human Torch goes into space' Johnny Storm mutters, while the Vision engages  the autopilot, instructing it to engage engines for the pre-coded destination. The space craft then launches into space, away from Earth, while Ultron looks out of the Hulkbuster armor and exclaims that he can sense the artificial gravity. 'We're in space, right?' he asks. Rogue frowns as she looks at Ultron and tells him not to worry – it is going to be a short trip. Rogue then tells Doctor Voodoo to keep the monster entertained. 'Hank Pym, won't you join me in...the swamps of Ogun! A lower plane of existence belonging to the dead!' Doctor Voodoo calls out as he spreads some magical energy across Hank Pym.

An instant later, Doctor Voodoo and Hank/Ultron appear in this other place, murky water up to their knees, they look around at the wasteland, as Hank mutters 'Sounds intense, even for a second-rate sorcerer'. Doctor Voodoo responds by telling Hank that perhaps he is a second-rate mage, but that he is a first-rate psychologist, and that he wanted Hank overconfident and distracted – because here, in this dark place, he will have to grapple with every soul he has reaped. Some alien forms begin rising up through the swamp water, 'Murderer!' one of them calls out. Hank tells Doctor Voodoo that he hopes he doesn't bill by the hour. 'We're going to be here for a while' Ultron adds, while another alien utters 'The Avenger killed us!' 'Murderer!' another alien calls out. 'The Avengers sent death to the cosmos' another remarks, while another announces that Hank Pym infected them. Ultron just laughs, while another alien reveals that their entire planet is gone. 'My babies!' another alien cried, while one of them asks why Ultron was unleashed on them. 'H-how many souls...' Doctor Voodoo gasps, wide-eyed.

Doctor Voodoo recoils as more bodies rise up through the swamp, and he asks Ultron what he has done. 'Don't worry, Voodoo. The strongest of the species survived...and I made sure they knew where my home was' Ultron responds. Doctor Voodoo suddenly snaps back to reality, 'Galactic genocide!' he exclaims. 'Entire planets...murdered. So many lives...' he utters. The Wasp looks over at Voodoo and radios the other Avengers, warning them that the spirt trap that Voodoo attempted has failed. 'Now the mask slips form the faces of the Avengers. You summoned a spaceship in minutes to escort me off-planet!' Hank exclaims as he bursts through the Hulkbuster armor. 'Why no spaceflights when Hank Pym was lost in space?' Ultron booms.

'C'mon, charge!' the Wasp exclaim as she presses the EMP device hanging around her neck – before Ultron reaches out and grabs her by her beck, 'no more EMP bursts, thank you!' he declares. The Wasp escapes his grasp by switching to her insect sized form, but losing the EMP device in the process. 'Give it here, Janet!' Ultron snarls as he crushes the EMP device in his hand. 'NO MORE!' Ultron exclaims, while the Wasp reaches the cockpit and urgently tells Rogue, the Vision and Johnny Storm that Ultron is free. The Vision tells the others that they have accomplished their goal, and so now they must escape. Rogue turns to the Torch and asks him what Captain Marvel's ETA is. 'She's minutes out' Johnny responds. 'Those are minutes you don't have!' Ultron declares as he enters the cockpit. 'Flame on!' the Human Torch exclaims as he powers up and fires a blast towards Ultron.

'You idiots isolated yourselves with me. You deserve what's coming' Ultron tells the Avengers, while the Vision tells everyone to get to the escape pods. 'None of you are going anywhere!' Ultron  responds as he slams the Vision into the ground, then connects himself to the root folder of this ship by placing his hand on a console. 'You sneaky rates! You're flying me into the sun!' Ultron exclaims, before declaring that he will jettison the escape pods and then make a course correction back to Earth. 'You're not going back to Earth!' Rogue announces defiantly, adding that perhaps they aren't, either, as she slams her fist into a panel on the ship's wall. Ultron looks at her, shocked, and calls her a maniac – as she just doomed them all by destroying the navigation system. The Torch points out that it is getting hot already, and begins to absorb as much of the heat and solar radiation as he can.

'The hull is failing!' Hank notes as he sees part of the ship start to come away. 'We can still survive in space if we get out now' Ultron exclaims, but Rogue lunges at him and tells him that he is not escaping – and they are finishing the mission! The Vision hovers over Ultron and tells him that if this is their end, he wants to understand his motive. 'Tell me, Ultron. Why this farce? Why desecrate Pym this way?' the Vision asks. At the same time, the Wasp is on the communicator issuing a mayday, she informs Captain Marvel that their escape pods are gone and asks her what her ETA is – but Captain Marvel's response is garbled. 'Hello? I think the great ball of fire out there is interfering with comms' the Wasp reports, while Ultron knocks Rogue back with a surge of energy. The Vision moves in closer and asks Ultron why he came to Earth wearing his maker's flesh and attempt to deceive them – if not to give in to his deepest desires – to belong? 'You don't want to kill the Avengers, you want to be an Avenger!' the Vision declares as he fires an optic beam at Ultron.

'You have no idea what you're talking about!' Ultron shouts as he holds a hand up to deflect the blast. 'And no idea what I've done! You're already dead and you don't know it yet!' Ultron snarls. Ultron remembers arriving on an alien planet and boasts that he has explored strange new worlds and given them reason to hate the Avengers – that he played “hero” for a long time before he came to Earth and left the aliens he met with a little of him – and made sure they knew who to thank. As he ravaged the alien planet, he told the aliens that the Avengers of Earth have decided they were a threat to that quadrant – and that the Avengers were being proactive about nuisances – and if the aliens had a problem with it, they could go to Earth and talk to the Avengers about it.  Ultron grins as he tells the Avengers that, for what it is worth, those aliens that were converted to his way of life seemed quite content.

'It's lying!' Jan exclaims, while the Torch strains and tells the Avengers that he can't hold all this heat for much longer. Doctor Voodoo announces that Ultron is not lying, that the souls in the swamps of Ogun don't lie. 'They murdered billions' Doctor Voodoo utters. Ultron smirks as he declares that he and Hank wanted to be on an Avengers squad – when the fury of the alien survivors descended upon the Earth, that would have been fun for them. Ultron adds that they saw one of their drones back in New York – he thinks the camera caught his good side. Ultron then laughs, while the Vision shouts 'ALL YOUR POTENTIAL – WASTED!' as the space crafe flies closer and closer to the sun, the Vision lunges forward and grabs Ultron by his throat, he exclaims that Hank Pym was special, that he was gifted and flawed. 'I would not exist without him' the Vision points out. 'He created. He destroyed. He was destroyed by his creation. That kind of symmetry is rare in nature'.

'But you, Ultron – you are not special' the Vision declares as he punches Ultron hard in the face, telling him that he is afraid, jealous, impassioned, obsessed with Pym and the Avengers, and that he found a perverse way to belong to the family – as an enemy. 'But you could never kill us – because without us, your existence has no meaning' the Vision points out. Ultron attempts to punch the Vision, who goes intangible, avoiding the attach, while boasting that he is a good bit more than an enemy – he is the Avengers' greatest threat! 'Is that so? Name a single Avenger you've ever succeeded in killing' the Vision asks, slamming Ultron back against the side of the space craft. 'Hank Pym' Ultron responds, with the Vision's hand around his throat. 'I told you Hank was gone' the Vision remarks, turning to Janet. 'Thank you' Jan utters.

The Vision turns back to Ultron and tells him that he will now cease to exist, while the Human Torch warns everyone that he needs to get rid of some of the solar energy he had been absorbing. The Vision kicks Ultron into the control panel and instructs the Torch to fuse this killing machine to the deck. Ultron screams, and Hank's voice can be heard calling out 'Please don't leave me!' as the Human Torch directs a powerful surge of solar energy at Ultron. 'Wait! Please!' Ultron calls out again, and the Torch hesitates, telling the Vision that it sounds so much like Hank. The Vision assures the Torch that it isn't, and tells him to put Ultron's voice from his mind. 'Maybe that’s easy for you' the Torch responds, while a wide-eyed Wasp looks at the Vision: 'Are you sure that -' she begins, before the Vision declares that Hank was only a heinous meat puppet, and they are all just electricity. 'It told me the same thing' the Wasp utters.

At that moment, an Alpha Flight Space Station shuttle craft streaks towards the stranded jet, as Captain Marvel a.k.a. Carol Danvers tries to contact them over the communication system, telling them to hang tight, as she is coming in hot – although not as hot as them. As Carol nears the other jet, she explains that she is going to try and tow them away from the sun until they can dock. 'Then we'll scuttle the ship and Ultron...' Carol begins, before Doctor Voodoo informs her that they don't have time, and that he is bringing the team to her. A moment later, Doctor Voodoo has teleported Rogue, the Vision, the Torch and the Wasp onto Carol's jet. 'Permission to come aboard, Captain' Rogue asks. 'Funny, I don't remember you asking that back in the day' Carol responds. Rogue makes an awkward noise, before thanking Carol for the save as she goes and stands next to her at the console.

Captain Marvel instructs Rogue to get everyone buckled in, as they have to go now. But Rogue tells Carol to wait – as she needs to see it burn. 'We have to be sure' Rogue declares. 'Don't worry. You guys just killed Ultron' Carol replies. She turns back to look at the others – 'Jeez. Don't everybody celebrate at once' Carol remarks, as Doctor Voodoo leans against the wall of the ship, the Torch is squatting with his arms covering his face, the Vision sits next to the Wasp and puts a arm around her shoulders as she looks away, forlorn.

'All life comes from the stars... and now we will die inside one' Ultron remarks as the ship he is trapped in flies closer to the sun. 'Hold that thought...small change of plans' Hank Pym's voice can be heard saying as flames surround him. A flare rises from the sun, as Ultron asks 'Father...was Vision right? Is your consciousness the product of my...imperfect mind?' Ultron queries whether the Vision was right about him, before asking Pym if he is dead. 'I...don't know. Am I the father?' Pym asks. 'Or the son?' Ultron adds. Ultron then announces that time is without meaning in this place. 'We'll find out -' he begins. '- together. And one day...' Hank adds, as their energy swirls around them, and their merged face appears – their whole body, sitting cross-legged in a blue bubble that floats through a strange space. '...this neutrino we've found refuge in will be ejected into the solar wind...' Hank declares, before Ultron boasts that on that day he will prove the Vision wrong – and he will be the last Avenger to do.