Ultimates 2 #13

Issue Date: 
February 2007
Story Title: 
Independence Day

Mark Millar (writer), Bryan Hitch (pencils), Paul Neary (inks), Laura Martin (colors), Larry Molinar (special thanks), Chris Eliopoulos (letters), Rich Ginter (production), John Barber (redactor), Ralph Macchio (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

SPECIAL THANKS TO: Joe Simon & Jack Kirby (creators of Captain America)

Brief Description: 

Loki’s reality warping powers are finally weakening, giving Thor strength enough to break free from his illusions. They fight themselves for a while until Loki summons up a host of Asgardian monsters to keep the other Ultimates busy and attack the innocent people. The Ultimates do their best to protect and serve, though backup is seriously required. As such, Thor summons up his friends: Asgardian Vikings! The entire world is amazed that Asgard is true, and that Thor really is a god. After Thor kills Loki with Mjolnir, the Ultimates and the Vikings defeat the other monsters, turning the world finally back to normal. The captured X-Men, Fantastic Four, Captain Britain and the others are rescued and help with the recovery work. Later, Captain America reveals to Fury that he and his teammates wish to remain independent after this, and tells them to consider the many advantages SHIELD would have. Janet fears about the money needed to support the group, though luckily for them Iron Man volunteers to bankroll the new team and place their new HQ will be at his downtown penthouse. During the recovery, the Scarlet Witch makes a date with one of Hank Pym’s robots, wanting to take it to a museum when Quicksilver isn’t around. Hank Pym himself is arrested for treason and jailed in Bruce Banner’s former cell. Hawkeye later gets his revenge on the Black Widow for murdering his family by killing her himself. Afterwards, Tony mourns Natasha, as she broke his heart. However, he soon forgets her when he notices a beautiful blond woman outside he wants to seduce. Years ago, in 1942 Brooklyn, Steve Rogers and his girlfriend Gail just saw a movie together and discuss Steve going off in the war. Gail gives him a picture of herself in case he gets homesick, and Steve is confident nothing will go wrong when he gets turned into a super-soldier. He promises to come back home to her, and Gail smiles “they” will be waiting for him.

Full Summary: 


In a medical room, Thor struggles to keep nurses from giving him a shot. “Golmen” enters the room and demands to know what’s happening to his brother. One of the nurses explains they want to make sure Thorlief doesn’t hurt himself, because he’s had another psychotic episode about thunder gods and super heroes. And he’s calling himself the mighty Thor again. Golmen believes Thor has stopped taking his medicines, and reminds him he knows what happens if he doesn’t do what the doctors tell him to.

Thor calls Loki a liar, because he knows this is the illusion. He can feel the Washington rain on his face. He can hear the roar of the warplanes as they pass over his head! He knows the Trickster’s powers are weakening and that he has no power over him now. Loki tends to his brother, calling him a very sick person. If that is true, Thor adds proudly, he wants to know why Loki is suddenly soaking wet… and why he is holding his hammer?!

As Loki panics, Thor suddenly breaks free from the nurses and slams Mjolnir in his face! The world around him turns back to normal. Thor is back in Washington, and the finishing strike has been witnessed by all the Ultimates, Fury, Betty and the army behind them.

Cap walks towards Thor and is relieved he actually killed Loki, who lies on the ground. Unfortunately, Loki… is still alive! He crawls back up and says the universe is putty in his hands to be shaped and fashioned in any way he pleases. He can change the color of the sun and sky. He can’t possibly be killed by a hammer. On that moment, Loki summons a gigantic red dragon that attacks the Ultimates, ready to eat Thor.

Loki, floating in the air, declares they can send Surtur and Ymir after him; it won’t matter. Not the trolls, the dragons or the giants can stop him. He mocks this victory sure feels liberating. And now, they will all see what a god can really do. Recovering from the fall, Captain America thinks they may need some reinforcements now.

Out of nowhere, an army of trolls appears and attacks the Ultimates. Elsewhere across town; gigantic red wolfs spread themselves and attack the innocent citizens. Betty notices something coming out of the ocean behind them and warns the Ultimates about it. They all look around, and… giants emerge, ready for battle! One of the giants smacks his hammer onto the ground, which luckily doesn’t harm anyone of the heroes. Captain America orders everyone to fall back.

Hanging in mid-air and close to Loki’s dragon, he asks why he smells fear. Loki looks at his brother, and sees how he kills the dragon with his hammer, which falls onto one of the buildings below. Thor attacks Loki, wondering if his wretched powers are weakening. Their battle leads them into crashing into another building. The blow is heard by the Ultimates, but Hawkeye doesn’t know if that truly was Thor, because he isn’t wearing his glasses.

In the building, Loki has created duplicates of himself and they all fight Thor. Loki claims that weakness was hiding in the shadows. That weakness was merely orchestrating wars. He reveals he spent three hundred years in the Room Without Doors, plotting and planning their next encounter. But now, Loki realizes he should have been brave. He shouldn’t have feared their old father Odin up there. He should have done this years ago. One of the Lokis strangles Thor, causing him to drop his hammer and fall onto his knees. Loki asks Thor how that feels, dying alone in the dirt? In return, Thor calls Loki a fool for thinking he would come here alone.

Suddenly, a colorful rainbow appears out of nowhere, spanning across the entire city. It lands on the battle field where the Ultimates are standing and, from a bright light, actual Vikings suddenly materialize!

Witnessing the whole event together with his teammates, Hawkeye apologizes to Thor for ever having doubted him. The Vikings climb on their horses and combat the trolls. The Ultimates soon join the battle and Captain America orders them to take their enemies down. A long and hard battle follows.

Nearby, Thor is still fighting Loki, shouting at him how he dares to defile their father’s name. How he dares to thwart his plans for the world. He calls Loki filth and excrement. Thor refuses to fall before the shame of Asgard! In pain at the hands of Thor’s hammer, Loki admits he was jealous. Jealous Odin sent Thor to save the world. Loki only wanted Thor to fail, so Odin might smile on him for once. As Thor grabs Loki by his clothes, Loki asks Thor if he saw his little clues. If he saw how clever he was. Norway isn’t even in the European Union.

Thor throws down Loki, who reminds his brother about the security tapes. All he did was wriggle his nose and they saw Captain America killing Hawkeye’s family. He wonders if Thor can see the funny side in all this. Thor powers up his hammer, on which a lightning bolt strikes upon. Proudly, Thor declares that the game is over and that their father wants a word with him. Thor slams his charged up weapon onto Loki. A very bright light appears, spreading itself across the entire city. Thor relaxes in the light, even embracing it while it purges the city of all the evildoers, killing them. It’s phenomenal and an indescribable sight.

“VICTORY!” Thor cheerfully declares. The deceiver has been slain! Honor has been restored! The planet is under his protection now. The triumphant Vikings and the Ultimates stare at him.

Later, New York City…

The X-Men, Fantastic Four and the other heroes the Liberators had captured have been rescued. They talk about the Thing smacking a guy with a truck, and that Colossus said Ben even cracked jokes about it. Reed asks Sue if she’s okay, but she just feels some adrenaline from all the fighting. Reed later contacts Tony, informing him that New York, Washington and all the army bases are now back into their hands. He asks what they’re going to do now. Are there any more orders from SHIELD command or should they fan out and help the emergency teams?

Drinking a glass of wine in his Iron Man suit, Tony compliments Reed that he’s such an earnest young man. If he keeps this up, he’ll be grey by the time he’s thirty. He tells Reed he just evaded a terrorist invasion, for heaven’s sake. Orders from above are to break open the Bollinger.


The Ultimates and the Hulk walk towards Thor. Janet is thrilled that everything Thor told them is real. They’re even standing here with a big gang of Vikings. It’s unreal. She kisses Thor on his cheek, calling him awesome, to which Thor jokes he does his best. Quicksilver stretches, asking if they saw Janet turning into a giant. He says they should have seen the president’s face, as he thought he was going to vomit. Hank approaches them, agreeing that Janet was brilliant. He gave her that formula for emergencies and she handled herself perfectly. He was so proud of her.

Captain America warns Pym not to try to weasel out of this, reminding Hank that he aided foreign terrorists and that he’s going to jail. “Absolutely,” Thor confirms. Hank shouts at Cap to get out of his face. He knew they had at least one traitor on the team. He didn’t know who he had to trust. Infiltrating the terrorists’ ranks was the only solution. He’s sure the Ultron robots will back him up on that, and asks the machines if they will. However, the Ultrons are busier flirting with Wanda. She’s talking to one of them, not believing it hasn’t been to the Museum of Industrial History. She’s certain the machine will love it. She suggests the machine gives her a call next week and they’ll hook up when Pietro’s not around. The Ultimates are not sure how to react to this.

Nearby, Perun asks some of the soldiers if there is anyone he can surrender to, because it appears all his friends are dead.

A news report is heard on TV. A reporter reads that so, America’s cleanup begins, Russia and China have been quick to distance themselves from the international terrorists claiming links to both governments. Russian premier Vladmir Puttin described the actions of the Liberators as “horrific” and, together with the Chinese authorities, has offered both aid and a full investigation. Millions of dollars have already been raised for families left homeless by the attack and the Red Cross has praised an unprecedented effort by volunteers around the globe. Still uncertain is America’s response.

Speaker of the House Nancy Pelosi has urged restraint from the White House, as have leaders in the European Union. Bert Gates, the Secretary of Defense, says that, naturally, he and the president are hopeful for a diplomatic solution, but they cannot rule out deployment of their own superhumans, at this stage in time. This is, after all, what the Ultimates were put together for.

Some time later…

People cheer in front of the White House, where American flags hang out.

In Washington, nurses carry the body of Captain Al-Rahman away on a stretcher. One of them reminds the others to be careful with it, because Dr. Brankin wanted the body for the lab. As Al-Rahman is put away, Captain America looks at him one last time.

Fury, now with one arm, finds it ironic that a skinny kid becomes a super-soldier to go off and fight the invading army. He guesses that story pushes all the right buttons for Steve. Fury mentions he was told Cap and the others want to quit after this. He wants to know if that’s correct, because the country still needs to be looked after. “No,” Cap exclaims, “the world needs to be looked after.” That’s why they need to be independent. Sending them abroad again to stir up hate accomplishes nothing. They can fight Fury’s wars if it stirs people to do things like the Liberators did.

Relaxing on some stairs together, the Ultimates members take some time to talk to each other and drink some beers. Betty gently places a blanket over the body of Bruce Banner, who has turned back to normal. Thor believes change is on the way and asks the others if they can feel it. Everything he came here to do is finally falling into place. Janet admits that the only thing that scares her about cutting loose from Uncle Sam is the money. She doesn’t mean salaries, because they can all get other jobs. She means the meeting rooms and private jets and all the equipment they’re going to need to keep this thing going. They’re talking billions of dollars here. Where are they going to find that insane level of cash?

Iron Man flies by, asking if anyone fancies a little rumpy-pumpy back at his place tonight. Thor smiles to Janet that his father moves in mysterious ways, and she understands the gist.

Black Widow recuperates…

At a hospital, where many patients are waiting their turn. Inside a room, a nurse promises Natasha she has nothing to worry about. She lost a lot of blood but the emergency people found her just in time. She needs to get some sleep now and then she’ll be right as rain. There’s nothing for her to be afraid of now. Natasha closes her eyes but then, unfortunately for her, an angry Hawkeye enters the room, pointing his bow and arrow at her. He mocks he would get a second opinion on that if he were her.

Natasha quickly jumps out of bed but, before she can escape, Hawkeye shoots an arrow into the palm of her hand, impaling her to the wall! She screams, and another arrow follows in her other hand. Natasha swears revenge for this, but Hawkeye wonders what Natasha did to herself to get rid of Tony’s nanites… slash her wrists off? A sweating Natasha smiles with an evil look on her face, asking Hawkeye if he has a message for his wife and kids he wants her to pass along. Hawkeye doesn’t think she’ll be seeing them where she’ll be going. He fires another arrow, which lands straight through the middle of Natasha’s head, killing her. A disappointed Hawkeye leaves the room, hoping his former comrade will burn in hell.

Tony Stark’s townhouse…

Tony swallows some pills, and then goes to check up on the redecorations that are happening at his home. He is welcomed by Pepper, who asks how the memorial service was. Tony answers it was too sad to even talk about. He wants to change the subject to this wonderful shade of vermillion she picked out for the walls. He takes it their new HQ will meet all feng shui requirements.

Pepper promises it will. But they’re having problems with the aircraft hangar in what used to be the penthouse. The builders said they’ll need two more weeks. Tony doesn’t think that’ll be a problem, and wants Pepper to contact SHIELD and let them know they’ll need to hold onto that jet for another fourteen days. She needs to ask for Nick’s office and then they’ll be sure to get some storage discount. Pepper thought the relations with the general would be a little strained now, though Tony says he doesn’t see why. Because they cut themselves loose? Quite the opposite, actually. Relations have never been better.

They walk into Tony’s office, where he pulls out his jacket and throws it on a desk. He explains to Pepper that all team costs have now been transferred to him, leaving SHIELD’s massive budget free for wiretaps, lady-boys or whatever those rascals like to spend tax dollars on. Likewise, removing their super-soldiers from state control leaves the president free to sign his superhuman test ban treaty Russia and China have been pushing for. The Ultimates took the world to the brink. Even an old warhorse like Fury can see that now.

Pepper and Tony stare outside a large window together. She thinks that, naturally, Tony has been preparing for this since the beginning. Tony admits this was actually one of fourteen probable outcomes he had anticipated, but it was always up there in his top three. And who knows? Perhaps with a little careful management, they can even make a profit while they’re saving the world.

Suddenly, Tony stops talking and a tear comes to his eye. Pepper notices and asks if he’s okay. Tony says it’s nothing, but it’s just… Natasha. She broke his stupid heart. He knows Pepper knows how little he usually cares about that. He dumped Christina by e-mail, Britney by skywriting and breaking poor Jennifer’s heart just two weeks after what’s-his-name walked out on her. But Natasha was different. She could drink like a fish and was up for doing things he’d never even seen in that year he took off just to browse the Internet.

Natasha was like him with magnificent breasts and, as Pepper knows, that has always been one of Tony’s ultimate fantasies. Tony fears that he shall never… Suddenly, he stops his sentence right there, when he sees something outside the window. He panics and immediately asks Pepper to give him the binoculars. She pulls a drawer open and gives them to Tony, so he can stare… at a beautiful blond woman outside! Tony smiles and is impressed by the “view.” He wants Pepper to prepare his helicopter, his mountain retreat and that extra-special bottle of Romanée Conti he had been saving for an emergency seduction. And he wants her to hurry because time is of essence here. Pepper asks what about Natasha and how she broke his heart. Tony smiles at her never to underestimate the healing power of a blonde, and jokes he’ll be back at work in a month.

The Triskelion… SHIELD HQ and the new super-villain prison complex…

Hank has been imprisoned in Bruce Banner’s former glass cage. He wakes up, looking at the many unpacked boxes around him. He notices that Janet is standing outside the cell and they share a look at each other. Hank wonders if they all need to spend a little time in these cells.

Brooklyn, 1942…

Steve Rogers and his girlfriend, Gail, have just walked out of a movie theatre, and Steve talks about how he enjoyed the picture. He can’t believe it was made by the same guy that made Stagecoach. Gail didn’t know, and Steve confirms it was John Ford. It said so in the newspaper. He really wants to go to the valleys after watching that movie. Gail rather thinks and jokes it was Maureen O’Hara he was gawping at. Steve changes the subject and apologizes for not having enough money to take her for a little bite. But his mom was short and little Howie was needing a new pair of boots.

Gail asks to stop apologizing, because they don’t need money to have a good time. She just wants to enjoy the fact that they didn’t have Bucky Barnes sitting between them for a change. Steve confesses that Bucky actually asked if he could tag along, but Steve told him he’d see him for an hour in the morning instead. He asks Gail if she can believe the guy and that he’s really something. A bit sad, Gail asks Steve if he’s scared about going away. Steve isn’t, because he wants this more than he ever wanted anything. He has wanted to fight the Krauts since he saw his first newsreel.

However, Gail isn’t talking about the war. She’s talking about the experiment. All those needles and drugs they were telling him about. Isn’t he worried something could go wrong? Steve is confident it won’t go wrong. He can feel it in his heart. They’re going to make him a super-soldier and he’s going to put an end to all this fighting. Gail doesn’t say anything to it and Steve asks if she’s okay. Gail promised Ma she wouldn’t cry, but she has something for Steve. She wanted to give him something nice for going away, but she was kind of broke herself and ended up getting her stupid picture taken. She looks like a big elephant, but it was all she could afford. She thought it might help Steve if he got a little homesick.

Steve looks at the picture, which reads “To Steve, keep me close, Gail,” and has a picture of a heart under it. Steve smiles that it’s beautiful, and says so is Gail. They hug each other and Gail wants Steve to promise he’ll come back home. He does, and Gail smiles they’ll be waiting for him. They kiss.

Characters Involved: 

Captain America, Hawkeye, Iron Man, Quicksilver, Scarlet Witch, Thor (all Ultimates)

Nick Fury

Hank Pym, the Hulk (former Ultimates)

Black Widow, Captain Abdul Al-Rahman, Loki, Perun, Schizoid Man (all Liberators)

Ultron robots

Cyclops, Shadowcat, Wolverine (all X-Men)

Captain Britain, Captain Spain, Captain Italy and others

Invisible Woman, Mr. Fantastic, the Thing (all Fantastic Four)


Betty Ross

Pepper Potts

various hospital staff (unnamed)

various citizens (all unnamed)

various Asgardian troll soldiers (all unnamed)

various Asgardian Vikings (all unnamed)

on TV:

Bert Gates (Secretary of Defense)

various firemen (all unnamed)

in flashback to 1942:

young Steve Rogers (before Captain America)

young Gail

various people at Brooklyn (all unnamed)

Story Notes: 

Series finale. The story continues in Ultimates (3rd series) #1.

Though this issue has a cover date of February 2007, it actually came out in May that year. At the end of the issue, a special thanks is given to Stan Lee and Jack Kirby, the latter of which being the co-creator of Captain America.

The story title is a reference to the 1996 movie starring Will Smith.

Tony Stark claims he has dated and dumped some famous singers/movie stars. Though he uses only their first names in the comic, they are obviously references to Christina Aguilera, Britney Spears and Jennifer Aniston two weeks after she broke up with her ex-husband Brad Pitt.

Issue Information: 
Written By: