Ultimates 3 #2

Issue Date: 
March 2008
Story Title: 

Jeph Loeb (Writer), Joe Madureira (Artist), Christian Lichtner (Colorist), Richard Starkings (Letterer), Irene Lee (Production), Rosemann & Sankovitch (Assistant Editors), Ralph Macchio (Editor), Joe Quesada (Editor-in-Chief), Dan Buckley (Publisher)

Cover by Madureira & Lichtner

Variant Cover by Michael Turner & Peter Steigerwald

Brief Description: 

Hawkeye comes across Spider-Man and questions him about Venom’s attack on the Ultimates. The two battle it out, only to end their fighting when Hawkeye temporarily paralysers Spider-Man, before Captain America arrives on scene, explaining that there is a situation which requires Hawkeye’s assistance. At the mansion, the Wasp is watching over Giant Man who is now hooked up to life support, she wants to know what drugs he took, when Quicksilver arrives with the murdered body of the Scarlet Witch. Quicksilver begins to wonder if his father was right, feeling that the Scarlet Witch would not have been assassinated if they were with the Brotherhood still, when suddenly, the mansion’s power supply switches off. Iron Man is in his quarters getting drunk, while Thor and Valkyrie are in their quarters as the Brotherhood attacks! Sabretooth, Mystique, Blob, Multiple Man and Lorelei make their way through them mansion causing trouble - Mystique disguises herself as the Black Widow, confusing Iron Man, but she is soon taken out by the Wasp, who then suggests Tony sober up and join the battle. Lorelei causes problems for Thor and Valkyrie, but while Thor falls under her spell, Valkyrie does not, and the young heroine threatens to chop Valkyries head off. The Blob makes his way to the refrigerator and helps himself to a snack, only to be lifted up by Iron Man who flies him away. Captain America battles a foul-mouthed Sabretooth, while Hawkeye takes down the Multiple Man dupes. Magneto arrives and asks Quicksilver if he thinks the Brotherhood or the Ultimates can best help the Scarlet Witch, which ends all the battles as Quicksilver speeds through the mansion, collecting the Brotherhood up and disappearing. Suddenly, Wolverine arrives!

Full Summary: 

Central Park, Southwest Entrance, twenty-two minutes ago, the teenage hero Spider-Man swings down, complaining that it was bad enough he went to school this morning without a jacket, but who knew he was going to need thermal underwear as well. Spider-Man overhears a police report from a squad car just underneath him: ‘All units, all units, shot fired in the vicinity of Radio City Music Hall, one woman down. Repeat, one woman down’. ‘Oh no!’ exclaims Spider-Man a.k.a. Peter Parker as he lands on top of the police car, recalling that his Aunt May said she was going to see the Christmas show at Radio City.

‘You hear that? Like a thump?’ one of the cops asks. ‘Are you kidding me? We haven’t had a new ride in fourteen years. Everything has a thump!’ the other officer replies as they drive off, with Spider-Man stuck to their roof - for a moment that is, as suddenly, a shot is fired and Peter finds himself careening backwards into the Park. ‘Ow! Ow! Ow!’ Peter exclaims. ‘You should’ve stayed down, kid!’ exclaims the handsome Clint “Hawkeye” Barton as he leaps off a bridge and fires tranquillizers at Spider-Man.

‘So I could make an easier target? Now there’s a plan!’ Spider-Man mutters as he makes his escape, firing webbing all over the place, while shouting ‘You shot me, you screwball!’. Spider-Man recognizes Hawkeye and tells him that he may have his face covered and muffled his voice, before asking him if the rest of the Ultimates know he is about 40 crayons short of a box. Clint continues to fire at Spider-Man, remarking that perhaps he has gone a little crazy, that maybe every time he hears a gunshot it takes him right back to when his family…his kids… his voice trails off before seeing Spider-Man in the tree above him, and exclaims ‘Or maybe it’s all an act to mess with you!’.

Spider-Man dodges the bullets, ‘I get it. You got problems’ he remarks before suggesting Hawkeye go cry his eyes out on Oprah, ‘And take me off your list of things to shoot!’. Hawkeye ignores Spider-Man and keeps on shooting, ‘No? Let’s see how you like it on the receiving end!’ Peter exclaims as he lunges towards Hawkeye blasting plenty of web at him, ‘Eat web, cowboy!’ Spider-Man shouts.

Hawkeye tells Spider-Man that if he wanted him dead, they would be picking out coffins by now, before getting knocked to the ground by the force of Spider-Man’s webbing which smacks into him. Clint composes himself and explains that he came out here looking for the Black Panther, revealing that the Panther got tossed about ten blocks into the Park by Venom.

‘Now, you just happen to be out here and I figure you know something about tall, dark and gooey’ Hawkeye exclaims, remarking that he has read the SHIELD file which says that Venom is somehow related to - ‘Huh? Where’d ya go?’ Clint exclaims, looking around. ‘Boo!’ exclaims Spider-Man as he drops down from above Hawkeye, hanging out of a tree, Peter quickly wraps Hawkeye up in strong webbing, exclaiming ’I told Nick Fury - and now I’m telling all you jackasses who thought working for him was a good idea - stay out of my file, stay out of my life and most of all -’ Clint suddenly interrupts, ’Three. Two. One’ he declares. Spider-Man asks him why he is counting, before falling to the ground.

‘Cheater’ Spider-Man exclaims, lying in the snow, he is unable to move thanks to Clint’s tranquilliser dart which struck him earlier. Clint rips the webbing from around him and tells Spider-Man that he will be down for about twenty minutes. ’Have a bit of a hangover, if you’re old enough to know what one of those feels like…but if I find out you had anything to do with Venom paying us a visit…I’ll make sure you won’t ever get up again!’ Clint warns Peter, holding one of his weapons close to Spider-Man’s face. ‘Bite me!’ Spider-Man mumbles, when, suddenly, ‘HEY!’ shouts Hawkeye as his weapon is forced out of his hand - by a shield tossed by none other than Captain America!

‘Mission aborted!’ Captain America a.k.a. Steve Rogers tells Clint, informing him that he is needed back at base ASAP as there is a priority one. Hawkeye follows Captain America across the snow-covered ground, leaving Spider-Man where he is, Clint asks about the Panther. ‘He’s my responsibility now’ Captain America replies. ‘How so?’ Clint asks. ‘Because I just said so’ Steve replies. ‘Hey…uh…guys? Little help here?…I hate you’ Spider-Man exclaims.

Meanwhile, at Tony Stark’s mansion, which serves as headquarters to the Ultimates, seven minutes ago, a door swishes open with a powerful force. Quicksilver - Pietro Lehnsherr - has returned.

In one of the labs, Janet van Dyne a.k.a. the Wasp sits at the bedside of Dr. hank Pym a.k.a. Giant Man, her husband who is currently in the med-lab, hooked up to life support. ‘If you can hear me, we need to know what you took. There were dozens of pills and…’ her voice trails off just as another voice exclaims ‘Janet, she’s dead!’. Quicksilver has arrived in the med-lab and speaking extremely fast, even for him, he declares that he thought he had the bullet in his hand, but it couldn’t be stopped. ‘It was an assassination - that bullet was programmed to kill only Wanda, it keyed in on her DNA!’.

Quicksilver lays his sister - Wanda Lehnsherr a.k.a. the beautiful Scarlet Witch - down on one of the beds. Janet turns to her teammates, telling Pietro to slow down, as she cannot understand him. ‘She is DEAD! My sister! Wanda. She’s DEAD! Is that clear enough for you?’ Quicksilver shouts furiously. Pietro exclaims that he wasn’t fast enough to protect her, that he kept radioing for help, ‘Why didn’t anyone respond?’ he asks. The Wasp assures Quicksilver that they didn’t get any messages and assures him that they will find out who did this. Jan informs Pietro that Captain America has gone to look for Hawkeye and the Black Panther.

‘My father was right…’ Quicksilver whispers. ‘I’m sorry…what did you say?’ Janet asks. ‘I said, my father was right!’ Quicksilver exclaims more prominently this time. ‘This would’ve never happened if we had stayed with the Brotherhood!’ he declares. A wide-eyed Jan tells Quicksilver that he is upset, and reminds him that the Brotherhood is a terrorist organization. ‘You don’t know what you’re saying!’ she exclaims. ‘Don’t I…?’ Pietro asks, when, suddenly, the room goes dim, a red light glows and a computer announces that there has been a main power supply failure.

Upstairs in his quarters, a solemn Tony Stark knocks back another drink, several glasses and bottles scattered about on the table next to him, while his Iron Man armor stands nearby. ‘Tasha…’ he mumbles, heavily intoxicated.

In Thor’s quarters, the mighty God lies on his bed with his girlfriend, new member to the Ultimates, Valkyrie, who lies her head on his chest and asks him if he ever wonders why sometimes he talks like on that movie Romeo and Juliet with all those “thous” and “thees”. Thor replies ‘That I speaketh true? Mayhaps…for the year past I struggled to prove my identity to the people of Migard. Now, I have no such conflict’.

‘So…cause I believe in you, you can be kinda like yourself?’ Valkyrie asks. ‘Verily’ Thor replies. ‘Tee-hee. I thinketh it cuteth’ Valkyrie giggles, before calling Thor “honey” and telling him that these past few weeks have been ‘so awesome’ and that she can’t thanked him enough. Thor interrupts his nineteen year old girlfriend and exclaims that something is amiss, just as a computer announces that the power grid is off, and that lockdown commences.

Indeed, an explosion down below makes way for the arrival of five mutants, the computer announces that the lockdown is incomplete - the Brotherhood is here! Mystique! Sabretooth! Blob! Madrox! Lorelei! Sabretooth tells everyone that they know what their jobs are. ‘Change the plan and you’re dead!’. Mystique orders Madrox the Multiple Man to send one of his dupes to shut off the annoying alarm system. ‘On it!’ ‘On it!’ ‘On it!’ several Madrox dupes exclaim.

Back upstairs, Tony fumbles and struggles to get his Iron Man armor on, when, suddenly, a voice exclaims ‘Darling, I know you’d fall to pieces after I…left. But I never imagined it would be so dramatic!’. Tony looks up, and standing at the balcony window is Natasha Romanov - the deadly Black Widow, the betrayer of the Ultimates. Tony calls out to her, and remarks that he has been drinking, ‘And…and…you’re dead!’ he declares. Natasha rubs a finger across Tony’ face and tells him that they were so close, that sometimes he got them confused. ‘I’m not the one who is dead - you -AAARRRGHH!’ she screams out in pain and falls to the floor.

‘Sorry, Tony, but I always thought your taste in women kind of sucked!’ exclaims the Wasp as she flies out of “Natasha’s” ear, stinging her from inside, she revealed that it was actually Mystique posing as Natasha. Jan flies over to Tony and tells him that she thinks it is all related - his sex tape hitting the internet, Venom’s attack, Hank’s overdose and Wanda’s assassination. ‘Wanda?’ asks Tony, confused, sweating. The Wasp tells Tony that they are under attack and could use his help, but not if he is a liability. ‘How sober are you?’ she asks. ‘Sober enough’ Tony replies as he goes to pick up his helmet.

In Thor’s quarters, Valkyrie puts on her bikini while Thor pulls his pants up, exclaiming that battle calls once again. ‘Thou hast been pressed to honor thy name, Valkyrie’ he remarks. Valkyrie asks Thor if it doesn’t bother him that no one knows how she got her powers. ‘It is as it is. Believe in thyself’ Thor replies, when, suddenly, Lorelei appears behind Thor, ‘She’s a fraud, Thor. Kill her!’ Lorelei whispers. ‘Hey! I heard that!’ Valkyrie shouts, asking ‘Who the Hell are you and how’d you get into our bedroom?’. Lorelei ignores the question and tells Thor to kill Valkyrie. ‘Yes, mistress’ Thor replies, enchanted. ‘Mistress?’ Valkyrie asks. ‘Something you wanna tell me?’.

‘DIE, pretender!’ Thor shouts, raising his hammer to Valkyrie, ‘Totally…uncool!’ Valkyrie exclaims, raising her sword just in time, sparks fly as their metal clangs together. Valkyrie leaps backwards from Thor, calling out to him she tells him that he has to get his head straight. ‘Don’t waste your breath’ the mysterious Lorelei whispers, exclaiming that no man - or woman - can resist her siren’s call. Valkyrie slices her sword across Thor’s hulking back and shouts ‘Listen you bitch, I knew a girl like you in high school. Played all the boy’s cause she was this hottie. She even messed with a guy I liked. The big difference between then and now…? I couldn’t CHOP HER HEAD OFF!’ Valkyrie screams at Lorelei.

Meanwhile, in the kitchen, the obese Blob has found the refrigerator and chomps away on some food. ‘What I wouldn’t give for a nice gouda cheese right now!’ he exclaims, when suddenly the Wasp appears beside him, blasting his face with her wasp’s sting and exclaims ’When I think of all the years I struggled with bulimia…just looking at you makes me want to barf!’. The Blob snarls at the Wasp, ’Gonna eat you up!’ he exclaims. Suddenly though, the floor underneath the Blob is pushed up - including the Blob, by Iron Man, who asks the Blob if he didn’t see the sign on the way in. ’The management reserves the right to refuse service to anyone. That means you, you fat tub of goo!’ and with that Iron Man flies the Blob out of his mansion. ’You go, Tony!’ the Wasp exclaims.

Nearby, Captain America tells Hawkeye that he can shoot to wound, as they need at least one of the Madrox’s alive to interrogate. ’Yeah, well…you know what the best part of killing multiple men is, Cap? There’s always plenty more where that one came from!’ Clint exclaims as the Multiple Man’s dupes keep lunging at him. Suddenly, Sabretooth comes up behind Cap, announcing that this was a simple bag and tag mission, ‘You want it to be all “search and destroy” it’ll be on your head!’ he exclaims as he shoves his claws across Cap’s back. Steve swings around, smacking his shield into Creed’s face, telling him that he wants him out of this house. ‘SUCK IT!’ Creed replies as the two men smash into each other.

‘Using language like that, Creed, is what’s tearing apart the moral fabric of this country!’ Captain America exclaims, warning Sabretooth that if there had been a lady present he would make it so Creed would never utter a word again, before smashing his shield against Sabretooth’s face once more, causing blood to spray everywhere. ‘Come on, you sons of bitches!’ Hawkeye shouts, firing bullets furiously at the Madrox dupes. ‘Three more and I win a stuffed teddy!’ he jokes. ‘Kill him!’ ‘Kill him!’ ‘Kill him!’ the dupes shout.

In the med-lab, Tony’s robot servants are ripped apart by the arrival of someone new. Standing beside Wanda’s body, Quicksilver doesn’t turn around, he simply states ‘I knew once the power grid was shut off, you were here. It’s unlike you to use the same battle plan twice. I thought you were locked away…Magneto!’.

The Master of Magnetism frowns and replies that, perhaps he is locked away, and that this is all an illusion. ‘My message remains the same. I want…I expect you turn over my daughter’s body’. Approaching his son, Magneto declares that it is time to be with family now. ‘Family? I’m your son and - you shot off my kneecaps!’ Quicksilver exclaims. ‘You healed. Wanda will not. Magneto replies, to which Quicksilver asks how he can know that Magneto isn’t responsible for her murder. ‘Look into your heart, Pietro. And you can answer that question’ Magneto declares, remarking that the better question is who he thinks is going to be of the most value to him in solving Wanda’s death. ‘The Ultimates? Or. The Brotherhood?’.

Upstairs there is a swoosh as someone races past and Thor exclaims that his head clears, to which Valkyrie remarks that little Miss Heartbreaker just blurred out of here. ‘You and me gotta talk about it, Thor’ she adds.

‘What the Hell?’ Hawkeye exclaims as Sabretooth and Madrox vanish also. The Wasp flies over and remarks that it was Quicksilver, he pulled everyone out of here. ‘And he took Wanda’ she adds, remarking that they are going to have to find them, although she is not sure how. Suddenly, a voice exclaims ‘I know you think you’ve got a murder to solve, but, believe me - you’ve got a much bigger problem on your hands!’. It’s Wolverine….

Characters Involved: 

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




Blob, Lorelei, Multiple Man, Mystique, Sabretooth (all Brotherhood)

Police Officers

Story Notes: 

Hawkeye’s family was murdered in Ultimates (2nd series) #7.

The Black Panther went missing in Ultimates (3rd series) #1.

Venom attacked the Ultimates in Ultimates (3rd series) #1.

Hank Pym was found unconscious after taking an overdose in Ultimates (3rd series) #1.

The Scarlet Witch was shot and pronounced dead in Ultimates (3rd series) #1.

Mystique, Sabretooth, Blob and Multiple Man have all previously been associated with Magneto as members of the Brotherhood of Mutants, this marks however the first appearance of Lorelei as a member of the team, and her first appearance in the Ultimate Universe. The Brotherhood last appeared prominently in the “Magnetic North” arc of Ultimate X-Men. [Ultimate X-Men #61-65]

The Black Widow betrayed the Ultimates during the Ultimates (2nd series), resulting in her death at the hands of Hawkeye in Ultimates (2nd series) #13.

Valkyrie first appeared in Ultimates (2nd series) #6 as a member of the wannabe super heroes the Defenders. A regular valley-girl, she had no actual powers, just a barely-there costume. She later appeared in Ultimates (3rd series) #1, with powers and another barely-there costume, where it was mentioned that she had been with Thor for a few weeks and along with being a member of the team, although it has not been revealed how she gained her powers.

Magneto shot off Quicksilver’s kneecaps in Ultimate War #2. [Thanks to Milleniumcyke for this information].

Continuity problems here about the Scarlet Witch’s death, as she is a prominent player in the Ultimate Power mini series, which takes place between Ultimates (3rd series) and the as-yet-unreleased Ultimates (4th series). Additionally, she is wearing her earlier Ultimates costume in the Ultimate Power mini series, not the costume seen this issue.
Whether this is due to bad editing or hints that she will turn out alive at the end of this story is not clear so far.

Issue Information: 
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