Marvel Versus DC #2

Issue Date: 
May 1996
Story Title: 
Marvel Comics Versus DC: Round Two

Peter David and Ron Marz (writers), Claudio Castellini and Dan Jurgens (pencilers), Paul Neary and Josef Rubinstein (inkers), Bill Oakley (letterer), Gregory Wright (colorist), Digital Chameleon (separations), Joe Andreani and Chris Duffy (assistant editors), Mark Gruenwald and Mike Carlin (editors)

Brief Description: 

Everyone in existence learns the story of the Brothers. The Brothers, having recently been made aware of each other, decide that the only way to settle their dispute without inadvertently destroying all of creation is to have a tournament. They will pit the finest super-powered beings from their respective universes against each other in orderly, one-on-one combat. The losing universe will cease to exist. Captain Marvel and Thor fight first, and Thor emerges victorious. However, he loses his hammer during the battle. The Flash and Quicksilver go head to head, and despite Quicksilver’s dishonorable battle tactics, the Flash emerges victorious. Finally, Aquaman and Namor fight to a stalemate, but Aquaman breaks the stalemate by flattening the Sub-Mariner with one of his whale-friends. The tally stands 2-1 in DC’s favor.

Full Summary: 

Axel Asher recalls the most traumatic memory of his life. When he was a child, he caught his kid sister playing with their father’s loaded handgun. Axel rushed forward and snatched the weapon out of her hands, accidentally discharging it in the process. It shot him in the leg. However, Axel was not as angry about being shot as he was about the fact that he would now doubtless get in trouble for fighting with his sister. Likewise, his sister was only upset because her brother stole her toy.

This was Axel’s most traumatic experience ever, until the two brothers appeared in his mind. Nearly paralyzed by their anger, Axel stares off into the distance, while the image of the two brothers rest on his eyeballs. He begins to faint and supports himself on the hood of his car. This stumble draws the attention of a nearby police officer, who calls out and asks if Axel is alright. He assures the policeman that he is just fine, and climbs into his vehicle to get away. The cop is not pleased. He approaches Axel, orders him to step out of the vehicle, and then reprimands him for not following his instructions. Axel worries that the cop will think he is on drugs, as he cannot fully explain the battle of cosmic importance that is occurring within his consciousness.

Luckily, another police officer approaches and confuses the first one of being a fake. He denies this accusation, saying that he has worked the streets of Gotham City for over nine years. This name only confuses the other officer even further, as he was under the impression that they were in New York City. Axel observes this dispute from his vehicle and comments that this confusion seems pretty par for course with recent events.

Suddenly, a nearby manhole cover shoots into the air, propelled by a surge of green gas. Wolverine and Killer Croc jump out of the hole, engaged in a ferocious battle. “Now I know why you call yourself ‘Killer Croc’,” Wolverine says to his opponent as he slashes at him with his bone claws. “Because you’re nothing but a crock of--”

“Shoot!” Axel yells as he dives out of the way of the projectile manhole cover. It crashes into his windshield and lands in the recently vacated driver’s seat. Nearby, Daily Planet reporter Clark Kent observes the battle, accompanied by his news photographer, Ben Reilly. Have to change to my costume, both men think simultaneously, …if only I can ditch this guy without his getting suspicious. As they were only recently acquainted, they have not yet figured out that the other is a superhero.

Axel sneaks away in the confusion and decides he needs to leave town. In his past, he has felt the need to roam, as if he were seeking some destination unknown to even him. He realizes now might be a good time to go wandering once again. He heads to the nearest ATM and tries to withdraw all the cash he can. The machine, however, fails to recognize his bank card. Caught completely by surprise, Axel looks around and realizes he does not recognize this section of town. However, he notices a familiar light pouring out of an alleyway, and heads over to investigate.

In the alleyway, he sees the grungy homeless man from earlier frantically trying to contain the light inside his large box. The homeless man begs for Axel’s help, but Axel asks to know what is going on. “When there’s a universe to save, you can’t stop for exposition!” the man yells back.


Thanos, the consort of death, smiles on the chaos that grips the universe. His pleasant solitude is quickly interrupted by the arrival of Darkseid, the lord of destruction.

Back on one of the Earths, Captain America continues his fight with Bane. Cap hurls his shield at his burly assailant, but Bane ducks under the projectile shield and charges toward the superhero.

In a novelty Warner Bros. store, a confused customer asks the clerk what happened to all the X-Men merchandise that used to be on display. The clerk, who busily rings up two Pinky and the Brain statuettes, asks who the X-Men are. At this very moment, Wolverine and Killer Croc come crashing through the display window.

Nightwing observes this battle from a nearby rooftop, and remarks that Killer Croc’s opponent seems just as dangerous as Croc himself! “I’ll have to take ‘em both down before anything else happens,” he says, unaware that another superhero sneaks behind him and charges a playing card in preparation for his own attack.

Up above, in the night skies, Storm encounters Wonder Woman for the first time. “Goddess!” Storm explains. Wonder Woman corrects her. “No…Amazon.”

Meanwhile, the battle between Captain America and Bane has taken a turn for the worst. Bane has subdued Captain America, and holds him over his head. He prepares break the superhero’s back over his massive knee. Moments before he completes this spine-shattering maneuver, Captain America’s shield comes back around and collides with the back of Bane’s head. He falls to the ground, unconscious.

Also up overhead, Batman tracks the Lizard throughout the skyscrapers of the sprawling city. He follows Lizard high up onto the steel girders of an under-construction skyscraper. While the Lizard has not yet attacked anyone in his new environment, Batman does not expect this to last. However, from his perch, he witnesses a fight break out between his former protégé, Nightwing, and the X-Man Gambit. He decides to go help out.

Meanwhile, Axel and the homeless man struggle to contain the light in the glowing cardboard box. The mysterious man frantically covers all the holes with duct tape while Axel observes. “So! You came back,” the grungy man says. “Should’ve recognized you when you came poking around before! Must be getting senile! So, you gonna help or not?”

Axel does not quite know what to do, but it appears the situation has progressed beyond the point of no return. The box goes nova and emits a dazzling display of light. Both the Spectre and the Living Tribunal sense this eruption of energy, and cry out in fear.

Back at the Warner Bros. shop, Batman comes to the aid of Nightwing. With the Caped Crusader distracted, Gambit and Wolverine sneak away and steal his Batmobile. They head for Westchester, leaving the frustrated Batman and Nightwing in a cloud of dust. “What else can go wrong today?” Nightwing asks, unaware that at that very moment, Mole Man and his Moloids have invaded the Bat Cave. Batman assures his former sidekick that he has the situation under control, as he intends to follow the X-Men. “With any luck, we’ll even get a clue to Robin’s whereabouts,” Batman says. “God only knows what sort of danger he’s in.”

Xavier’s School for Gifted Youngsters…

Robin sits next to Jubilee on her comfy bed. “Have I told you how much I love your fashion sense?” she asks her new crush.

“Only, like, thirty times,” Robin replies.

Finally, the mysterious box comes undone, and everyone in both universes sees the brilliant light that emerges. The homeless man tries to prepare Axel for what is coming. Trying to be heard over the ruckus from the box, he shouts that he has failed in his job to keep the “Brothers” from noticing each other. Now that they have made contact, he says, the universes will begin to unravel. He encourages Axel to try and retain his sanity.

Every living being witnesses what happens next. As the Brothers acknowledge the existence of one another across the universal void, the story of their ancient enmity is immediately impressed upon the minds of everyone in existence. The Brothers fought once before, and that conflict ended creation. When the universe was reborn, it separated the Brothers, and they forgot of the other’s existence. Now, they have finally learned of the other, and it has unsettled their individual senses of identity.

They each seek to resolve this manner by destroying the other. However, the memory of their last encounter lingers, and neither Brother wishes to see all of creation ended once again. Using the wisdom provided by the Spectre and the Living Tribunal, the Brothers reach an agreement: they will pit their finest super-heroes against one another. The outcome of these eleven battles will determine which universe is superior, and therefore worthy of the right to exist. The losing Brother will be forced to end his existence and all of his universe’s creations.

These one-on-one matches will have one condition in determining victory: whoever mobilizes his or her opponent first, in each instance, will be declared victor. Additionally, if any heroes refuse to battle, the Brothers will have no choice but to go to war themselves, a conflict which will doubtlessly lead to the end of all existence once again.

Back on Earth…

In the dingy alleyway in the city, Axel sits dumbfounded of what he has just learned. He asks the homeless man if he just had the same vision, and the man responds that everyone in existence shared the vision. He adds, however, that he has always known that story, and so has Axel.

Axel declines to comment on that last part, and instead shifts the focus to the mysterious box before them. The homeless man explains that the box is a remnant of the last battle between the Brothers. He explains that the Brothers lost pieces of themselves in the explosion, the box being one such piece. Other fragments became the life-forces of living beings. They became souls, “beings in various states of self-knowledge, always seeking purpose in life, never happy, always wandering…certain they’re part of a greater whole, but never knowing what part of what hole,” the grubby man says. “Many go nuts and destroy themselves. A few spend their lives wandering and unfulfilled. And every so often, one or two become aware. Like me. And you.”

Elsewhere, Thor and Captain Marvel face each other on an asphalt parking lot surface. The time has come for them to battle, and neither man underestimates the severity of this encounter. As both men are divine warriors, wielding the powers of various gods, they decide to partake in a private prayer before battle. Both men kneel, and pray for victory.

All throughout creation people turn their attention to the critical clashes at hand. Lois Lane passes two people on the street and overhears them placing bets on the fight between Superman and the Hulk. She scoffs at this, but her inattentiveness turns out to be detrimental. A hand reaches out of the nearby alleyway and pulls her into the darkness. Two villains, both named Scarecrow, discuss what they want to do with this new hostage.
Luckily, Ben Reilly happens by and comes to the rescue. He incapacitates both Scarecrows with a roundhouse kick. Finally managed to ditch Kent and was about to switch to Spidey, he thinks to himself, ...but with Lois in trouble, I didn’t dare take the time to change. Lois thanks him for the rescue as he caringly walks her back to work. Up above, Superman observes this interaction and wonders if he needs to feel jealous.

In a nearby carnival fairground, Thor and Captain Marvel exchange blows. Captain Marvel tells his opponent that instead of fighting, they should be seeking an alternate solution. Thor says he agrees, but as he hits Marvel across the face with his hammer Mjolnir, he adds that they may not find such an easy solution. In retaliation, Captain Marvel lifts an entire Ferris wheel off its supports and hurls it at Thor. Thor deflects the attack using the power of his mighty hammer. The Ferris wheel tumbles towards Captain Marvel, who is buried under the twisted steel and rubble. Pinned to the ground, he reverts to slighter form of his alter-ego, Billy Batson. Little Billy manages to slip out from under the girder and avoid forfeit. Thor uses this to his advantage and hurls his hammer at the boy. “Shazam!” Billy yells, summoning his lightning-based powers. The lightning collides with Mjolnir, producing a concussive blast that knocks both men to the ground. However, as Thor manages to retain consciousness, he is deemed the victor.

“Although I mislike the nature of my victory,” he adds. Thor then looks around and notices his mystical hammer is nowhere to be seen. The hammer soars through the sky and lands at the feet of Wonder Woman. She bends down and examines the hammer more closely, only to see it bears an inscription. Whoever holds this hammer, if he be worthy, shall possess the power of…Thor, the inscription reads. Wonder Woman comments that worthiness is an awfully subjective quality, but picks up the hammer anyway. It sends a painful surge of power through her body, and she screams.


Aquaman and Namor the Sub-Mariner duke it out beneath the ocean. Aquaman easily dodges all of Namor’s punches, and taunts his opponent’s attempts. “How lost you the hand, pray tell?” Namor snaps back, commenting on Aquaman’s prosthetic hook. “Did it snap off from having patted yourself on the back too often?”

Aquaman ignores this jab, and swims over Namor’s head. “Face facts, pointy ears…we’re too evenly matched,” he says. “At this rate, neither of us will ever land a--”

It turns out Aquaman spoke too soon. Namor smirks and delivers an insanely powerful uppercut that propels his opponent out of the water and into the sky.

On a rural highway, a father chats with his son while driving an 18-wheeler with a fully loaded gas tanker connected to the back. His son asks if his dad just had the same vision he had, and the dad responds affirmatively. He adds that it was like a waking dream.

Suddenly, a flurry of activity intersects their path up ahead. It is Flash and Quicksilver, fighting for the right of their universe’s continued existence. Flash commends his opponents speed, but adds that it is nothing compared to his own. While pummeling Quicksilver with a barrage of blows from all sides, Flash adds that it’s a shame they have to fight, as they would make better friends than enemies. “I have more than enough of both!” Quicksilver retorts. “What I need is a triumph, so my universe can survive!” He then lunges at the Flash and pushes them both directly into the path of the oncoming semi-truck.

The truck-driver turns the wheel sharply and ends up jackknifing his load. The gas tank ruptures and explodes in an intense ball of fire. The driver and his dad struggle to escape the flames, but it seems as if they are doomed. Then, out of nowhere, Flash emerges and carries both people to safety. Quicksilver grants him no mercy for his heroism, and sucker-punches the hero. What a wonderful triumph this will be, he says as he repeatedly clobbers the Flash, …taking down an opponent after he risked life and limb to save others. Even taking joy in it because I was angry to find someone faster than I. Some “friend” I would have been, even if things had worked out.

However, Quicksilver gets ahead of himself. The Flash stands up and, catching his opponent by surprise, knocks Quicksilver unconscious with a powerful blow to the head.

Back in the ocean, Aquaman finally returns from his excursion into the sky and plummets into the water near a marina. He emerges from the water, but immediately receives a warning from his killer whale friend that Namor is on the way. Aquaman turns and sees the Sub-Mariner flying toward him. “You purport to be an Atlantean King, eh, Aquaman?” Namor says. “I am neither amused nor impressed by you!”

“You know, at my worst, I was morose,” Aquaman says. “But you’re really insufferable, Namor. Must be the job.” Namor commands his opponent to surrender, as that might give them time to develop a constructive plan with the other heroes. Aquaman refuses, and ensnares Namor with an unbreakable rope. After Aquaman cracks a joke using a clever pun, Namor yells at him, infuriated. He asks if Aquaman has any respect at all for the predicament they face. “Namor, if I dwell on it too much, I’ll curl up into a ball until it’s over,” Aquaman says in response. “So you’ll pardon me if I keep my sanity and focus my own way.” With that, he summons his killer whale friend from the water. It jumps into the air and comes crashing down onto the unsuspecting Namor, immobilizing him. Aquaman salutes his fallen opponent and notes that his weakness was that he was too noble to cheat.

The Daily Planet…

Ben makes sure that Lois is alright after being attacked in the alley. She assures him that she is fine, and jokingly calls him her hero. Ben interprets this as flirting, and begins to think Lois may have a crush on him. Lois, however, thinks that while Ben is certainly a nice guy, he is no Clark Kent.

Their flirting is interrupted by the arrival of their new employer, Wilson Fisk. He reprimands them for “lollygagging,” but Ben merely stares in shock at the man he knows as the Kingpin. Fisk tells them to mind their manners, as they do not wish to anger him. “Anger, after all, is the first step to full-scale war,” Fisk says. “And full-scare war can be such an unpleasant business.”

At various places in the universe, Thanos and Darkseid stare at each other in preparation of battle, Wonder Woman wields the powers of Odin, the mysterious creation box continues to glow, and the Brothers observe the chaos they have created.

Characters Involved: 

Gambit, Storm, Wolverine (all X-Men)

Jubilee (Generation X)

Captain America, Elektra, Hulk, Living Tribunal, Namor, Quicksilver, Silver Surfer, Spider-Man/Ben Reilly, Thor (all Marvel super-heroes)

Lizard, Kingpin, Mole Man, Scarecrow, Thanos (all Marvel super-villains)

Aquaman, Batman, Captain Marvel, Catwoman, Flash, Green Lantern, Lobo, Nightwing, Robin, Spectre, Superboy, Superman/Clark Kent, Wonder Woman (all DC super-heroes)

Bane, Darkseid, Killer Croc, Scarecrow (all DC super-villains)

Axel Asher

Homeless Man

The Brothers Yin and Yang

Lois Lane

Police officers

Truck driver

Driver’s son

in splash page only:

Archangel, Beast, Bullseye, Cyclops, Daredevil, Dr. Doom, Hawkman, Human Torch, Iceman, Thing

Story Notes: 

Pages 1-8 and 17-24 were penciled by Claudio Castellini and inked by Paul Neary. Pages 9-16 and 25-32 were penciled by Dan Jurgens and inked by Josef Rubinstein.

This is the second issue of a four-part company crossover between DC and Marvel Comics. According to the credits, publication duties switched back and forth between the two companies over the course of this series. This issue lists Marvel as the publisher, and gives primary credit to Marvel’s talent.

The event pits heroes from the Marvel Universe against those from the DC Universe in eleven battles. In order to increase fan involvement, the editors threaten to end the losing universe’s entire existence. However, the readers are given the opportunity to vote for the winners of five out of the eleven scheduled matches. Fan votes determine the outcome of the following battles, which take place in issue #3: Superman vs. The Hulk, Captain America vs. Batman, Wonder Woman vs. Storm, Wolverine vs. Lobo, and Superboy vs. Spider-Man. These matches take place in the third issue of this series, giving fans enough time to cast their votes.

The six preliminary bouts, three of which occur in this issue, are not subject to voter opinion. They are as follows: Aquaman vs. The Sub-Mariner, Elektra vs. Catwoman, Captain Marvel vs. Thor, Jubilee vs. Robin, The Flash vs. Quicksilver, and Silver Surfer vs. Green Lantern. Additionally, as an appendix, this issue features power descriptions and mini-bios of these twelve contenders.

Pinky and the Brain are two popular cartoon characters from the Warner Bros. television show Animaniacs.

Bane performed the same back-breaking maneuver on Batman in Batman #497, only that time, he succeeded.

“The Club” refers to a steering-wheel lock that was popular in the nineties.

The “Freddy” to whom Captain Marvel refers is Freddy Freeman, aka Captain Marvel, Jr. He is a crippled teenage boy who derives his powers from Captain Marvel.

SST is an acronym for “supersonic transport,” an airplane capable of traveling faster than the speed of sound.

In the Daily Planet office, a monitor displays the betting odds on each of the battles in this issue. The Sub-Mariner vs. Aquaman battle has 9 to1 odds in Namor’s favor. Flash vs. Quicksilver bears 6 to 3 odds in Flash’s favor, while the odds for the Thor vs. Captain Marvel battle are even.

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