Ultimate Fallout #3

Issue Date: 
September 2011
Story Title: 
Ultimate Fallout – Chapter Three of Six

1st story:Jonathan Hickman (writer), Steve Kurth (penciler), Jay Leisten (inker), Antonio Fabela (colorist)

2nd story: Nick Spencer (writer), Eric Nguyen (artist)

3rd story: Jonathan Hickman (writer), Carlo Pagulayan (penciler), Jason Paz (inker), Rachelle Rosenberg (colors)

VC’s Cory Petit & Clayton Cowles (letterers), Andy Kubert & Frank Martin (cover), Marco Djurdevic (variant cover), Sana Amanat (assistant editor), Mark Paniccia (senior editor), Axel Alonso (editor-in-chief), Joe Quesada (chief creative officer), Dan Buckley (publisher), Alan Fine (Exec. Publisher

Brief Description: 

(1st story)

At the funeral, Tony Stark thinks about a disturbing offer that has been made to him. He has inherited his brother’s place in the Kratos Club, a group of billionaires who want to change the world their way.

(2nd story)

Kitty Pryde is fed up with the hypocrisy at the funeral and storms out, where she meets a dejected Iceman, who doesn’t know where to go. She offers him a safe place, provided he promises to gives up the heroics. He agrees and asks if the Human Torch can join them.

(3rd story)

Jean Grey has a therapy session with Bruce Banner, which serves establishing her control. However, she tells Nick Fury that it becomes harder and harder, something he doesn’t want to hear.

Full Summary: 

1st story:

Tony Stark sits at Peter Parker’s funeral.


Four days earlier, he attended another far less visited funeral - that of his brother Gregory.

Afterward the ceremony, a blond man in a white suit criticizes the headstone erected for Gregory. He would have frowned on the cherubs, he comments. How dare they fly while he remains earthbound? Have they met? Tony asks. Briefly, in Monaco two summers ago. He and Gregory were there on matters of business. Tony clearly was not at the time. He introduces himself as Jonathan Blackhaven. Tony recognizes the name. Owner of the fast growing pharmaceutical company. He thanks him for coming. Gregory would have appreciated it.

Blackhaven replies he is there on Gregory’s behalf. It seems he wanted Tony to continue what he and Jonathan had begun. So he’s here about the will, Tony ventures. He knows Gregory left Tony everything but he hasn’t had time to look at existing contracts or…

Blackhaven interrupts. Tony is talking about his things, but this is more important. How does he like Zurich this time of year?

Sometime later, they are in Blackhaven’s luxurious home outside Zurich (of course with a view of the mountains and lakes). Blackhaven muses that most experts agree that symbolism is currently the second most powerful influencer among those that shape and disseminate opinions. So it’s no mistake they chose here. Tony considers himself more a Manhattan boy. Things change, he is told, and some of the others are waiting to meet him.

As they walk through the spacious chalet, Blackhaven lectures that people talk about wealth in different ways. Most believe it leads to a better life and, while this is true in a general sense, it also offers new opportunities and, more importantly, new goals.

Tony points out that, with his brother’s estate added, he’s now worth a billion dollars. He needn’t explain wealth to him. As for opportunity, he’s a superhero. He’s going to assume Blackhaven has a broader point.

Blackhaven continues that the other thing broadly believed is that most of the richest people in the world come from old money. That implies that they didn’t really earn their wealth. But they know this is a lie, don’t they? Tony agrees. Both Tony and Gregory were perfect examples of a phenomenon that has cropped up in their new global economy. They are part of the super elite. He opens a door and ushers him in. And so are they.

He introduces the people inside. La Contessa Valentina Allegra de la Fontaine. Chairmanof the OXE Group, the largest holding company in the world. The twins Miroslav and Dieter Buchwald, co-founders of the Deutsche Telecom giant Freivolkswald. Ming Xiang, the face of HKpec, a multinational oil and gas corporation, and certainly Tony knows Damon Dunn, the youngest billionaire in history by the age of seventeen. Now at twenty-one, he is the fourth wealthiest person in the world thanks to his creation of the DNA based processor. Just wait until they become affordable, Damon jokes and greets Tony, who figures the crowd can’t be all bad if Damon is included. Should he read anything into being passed over for his brother?

Damon explains he lobbied pretty hard for Tony at the time but that’s not a concern now. He formally offers him an invitation to join the Kratos Club. And what comes with that? Tony demands. A smoking jacket?

Blackhaven reminds him that earlier he mentioned a super elite. They, plus 50 carefully selected friends, have started a little project. All of them are first or second generation success stories. They earned their wealth by outthinking and outworking everyone else. Doesn’t Tony have more in common with them than with his countrymen? They’ve decided to use that influence collectively. Use their influence to see the right things get done. No matter what. No matter who gets in the way. And who decides what is right? Tony asks. The people who have earned it, Blackhaven replies. The people in this room.

Damon urges him to join them. What else is he going to do? Keep dodging bullets until one finally hits him? For what? Ego? Celebrity? He’s too smart to die playing superhero. So, what’s his answer going to be? Blackhaven asks.

The Present:

In the church, Tony is still thinking about his answer…

2nd story:

Looking at all the other attendants of the service, Kitty Pryde becomes more and more furious. Screw this! she announces and runs outside. She sees two bystanders being interviewed about Spider-Man. The girl gushes about him but Kitty interrupts them, telling them to get out of here. Angrily, she destroy the camera equipment and shouts they make her sick!

“They are disgusting!” she states as she walks away. Her friend is dead and they are putting on a show. All Peter ever wanted was to do the right thing. And all they ever did back was try to hurt him. The whole time, they shot at him and called him names and tried to arrest him. Now they want to stand there and tell everyone how great they thought he was. It’s sick! Just a bunch of people, trying to make themselves look good in front of the camera. She figures, people never cared about him because if they did he wouldn’t be dead!

And the worst thing is they all act like this changes everything! Like he’s going to inspire them. Kitty figures it will change nothing. Peter would tell them to stop fighting each other, to stop hunting mutants, to stop hating someone because they are different. But they don’t want to stop. They just want a martyr to trot out when it’s convenient. Nobody wants a living hero. They might say or do something people don’t like or remind them of all the things they are not. Dead ones are easier to deal with.

Kitty figures she’s done trying to be a hero. Peter would probably tell her not to give up. But she can’t give them what they really want. She doesn’t want to die! She wants a nice normal life. She wants to go to college and be with her mom and hang out with—all her friends.

That moment, she notices the crying boy on the park bench is Iceman and asks him how he’s feeling. The worst, he admits. He doesn’t even know where he’s gonna live after this. He can’t go back to Aunt May. She’s already been through enough. The government is still looking for mutants. If they found out she was hiding him, she could be arrested. He doesn’t know what to do. He thought all this was cool. Even when it looked like they might get killed or something, he still thought being a superhero was great. Then he met Peter and Johnny and it all felt like it was finally—it’s not cool, is it? It just sucks! They’re just gonna keep running and they will lock them up somewhere and do test on them till they die. Kids like them don’t get happy endings!

Maybe, maybe not, Kitty tells him. She knows a safe place. Where they can’t find mutants. She was heading there after the funeral. And he can come with her if he wants. But here’s the deal: No more superhero stuff. No more saving the world, no more putting on costumes and beating bad guys, no more using their powers in public. No exceptions! They keep quiet, they keep their heads down and they keep breathing. If he can’t do that, he can’t come with her. Is he in?

Can Johnny come? he asks and they look at an unhappy Johnny Storm, kicking a can nearby.

3rd story:

Two weeks ago:

Jean Grey aka Karen Grant is in private session with Bruce Banner. She tells him to imagine an ocean at peace. This is the uncommon state of man. Now imagine a raging sea. A furious storm drowning the sturdiest of vessels… this is how things are. That Bruce is angry makes him normal, like everybody else.

He doesn’t think, “Hey man, you’re just an ordinary guy” is a solid foundation on which to build an effective argument, Bruce replies. Karen is just pointing out, he cannot eliminate emotions. Control is going to have to come from somewhere else. Let’s start at the beginning, she suggests. Does he remember the first time he really lost control of his temper and became something else? He remembers fighting Spider-Man.

Karen asks what triggered the episode of Banner becoming the Hulk. Banner interrupts he’s tried this several times. Therapy. People like her trying to manufacture an emotional response. She should know that it usually ends with the therapist’s head either smashed in or somewhere in the monster’s belly. That’s not what’s she’s doing, Karen smiles. In fact, this has very little to do with him at all.

Bruce suddenly zones out as she explains that she is stroking his sedated lobes. This is about her control. She turns him into the Hulk who is still calm.

Karen announces he can come in now and Nick Fury enters. He asks if she is sure this is safe because half his nightmares have this $&%/ in them. Karen offers to take care of that for him. Don’t even think about it, he tells her. So, are they cool? No, they are not, Karen replies. Each time she tries this, it takes twice as long as before. The phrase “highly resistant” comes to mind.

That means they have a problem, Fury replies and points a gun at the Hulk’s head. He needs people he can use to be put in play. He’s offered Karen and her friends protection with the understanding that comes with a price. So can she control Banner or can’t she? She can, Karen replies in a small voice. He tells her to keep a bag packed. She’ll be hearing from him soon.

Karen gives the Hulk a peck on the forehead, wishing him good night. She is sorry for all this. Sweet dreams. The Hulk smiles, dreaming of destruction…

Characters Involved: 

1st story:

Iron Man

in flashback:

Iron Man

Jonathan Blackhaven, Miroslav and Dieter Buchwald, Damon Dunn, Contessa Valentina Allegra de la ontaine, Ming Xiang (all Kratos Club)

2nd story:

Kitty Pryde


Human Torch

3rd story.

Jean Grey / Karen Grant

Nick Fury


Story Notes: 

1st story:

Kratos is a Greek spirit of strength.

2nd story:

The story of the former X-Men is continued in issue #6.

3rd story:

Karen's story is continued in Ultimate Comics: Hawkeye #2-4.

Issue Information: 
Written By: