Ultimates 3 #3

Issue Date: 
March 2008
Story Title: 

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

Brief Description: 

Wolverine gets into an argument with Hawkeye, before detailing to the present Ultimates - Hawkeye, Captain America, Wasp, Thor, Valkyrie - his past adventure where he journeyed to Wundagore to find the Witch of Wundagore in the hopes that she could end his life - only they slept together, interrupted by the arrival of the Witch’s - Magda Lensherr - husband - Eric Lensherr, who used his powers to cast Wolverine out of Wundagore. Wolverine then details how he met the Witch of Wundagore again, years later - kind of - actually it was her daughter, the Scarlet Witch, the spitting image of her mother. Wolverine met her when he was assigned to the Brotherhood of Mutants by Xavier. It was there that Wolverine witnessed first hand the odd relationship that the Scarlet Witch and Quicksilver had, and indeed just how powerful the Scarlet Witch is. Captain America splits the group into two teams, but is then overridden by the Wasp who has a better understanding of what is going on. Wolverine joins Thor, Valkyrie, Hawkeye and the recently returned Black Panther - who ignores the Wasp when she asks him where he has been - on the journey to the Savage Land, while Captain America and the Wasp remain behind. Iron Man arrives, revealing that the bullet that was used to assassinate the Scarlet Witch was manufactured by Stark Enterprises, and taking off his mask, Iron Man reveals that Tony Stark is not beneath the armor - there is a machine! Arriving in the Savage Land where they plan to confront Magneto, Wolverine appears to know the Black Panther and has a hard word with him, before they meet their allies - Ka-Zar and Shanna.

Full Summary: 

Tony Stark’s mansion, Fifth Avenue, Manhattan, last night. ‘The Scarlet Witch is dead!’ exclaims Logan a.k.a. Wolverine of the X-Men, his claws outstretched, declaring that Wanda Lensherr was murdered in the streets of New York by an unknown assassin and adds that even before her body is cold, the Brotherhood - led by Magneto himself - conveniently shows up here, hands the Ultimates their collective asses and makes off with the evidence. ‘And none of you want to ask why?’ he asks Steve “Captain America” Rogers, Clint “Hawkeye” Barton and Janet “Wasp” van Dyne.

‘Okay…why?’ the Wasp whispers. ‘Pietro called his father’ Wolverine announces, ‘Bull$#!%’ Hawkeye replies, exclaiming that Quicksilver hated Magneto and reminds everyone that Magneto shot his own son in the kneecaps. Wolverine agrees, but points out that, without an insider, the Scarlet Witch’s body would still be here, where he could learn something from it. Captain America asks Wolverine how he knows any of this, to which Logan replies ‘The X-Men make Magneto their business’.

Hawkeye asks Wolverine if he didn’t belong to the Brotherhood, to which Wolverine snaps ‘Didn’t you used to have a wife and two kids?’. This angers Clint, who shouts ‘That’s it, mutie, you wanna go, let’s go!’ and begins firing two of his guns at Wolverine, who snarls ‘”Mutie”? Oh, I’m gonna dig this, Barton!’ and lunges at Hawkeye as the bullets rip through him, not harming him of course, while the Wasp scolds Hawkeye.

Wolverine pins Hawkeye up against a wall and holds his claws to his face after ripping part of his mask off. ‘It’d be kind of hard to aim at anything without a head’ Wolverine threatens Hawkeye, who replies ‘Just do it! I’m better off dead anyway’. Wolverine retracts his claws instantly, while Captain America hangs his head, and Clint asks ‘What…? Oh. Did I use my outside voice?’. The Wasp flies over to Clint and hovers at his face, one of Clint’s red glasses covering his eyes is broken and he stares at her as Janet asks him what the Hell is wrong with him. ‘#^<& off!’ Clint replies, which causes Captain America to tell Hawkeye to watch his language. ‘#^<& you, too!’ Hawkeye retorts.

Suddenly, ‘ENOUGH!’ bellows Thor, God of Thunder, lightning flashes from his eyes and he declares that he will brook no further fighting amongst themselves. ‘The Brotherhood is where this anger should be placed!’ he declares, while his girlfriend and teammate Valkyrie tells him that he is hotter - if that’s even possible - when he is angry. Captain America declares that Thor is right and remarks that they need to get the Scarlet Witch back from the Brotherhood. ‘Easier said than done, Bub’ Wolverine replies, remarking ‘He’ll protect them to his death’. Captain America reminds Wolverine that the ultimates have dealt with Magneto before, but Wolverine exclaims that he isn’t talking about Magneto. ‘I’m talking about Pietro!’

Hawkeye re-loads his guns and acts puzzled, remarking that he rode with Quicksilver on a dozen SHIELD missions and that he was glad to have him. ‘There’s a ringing endorsement from a guy who’s ready to take the gas pipe’ Wolverine mumbles, before asking the Ultimates how much they really know about the Scarlet Witch and Quicksilver. ‘What’d you do? Take Fury’s word for it when he said that Magneto’s son and daughter would make bright new additions to the team?’ Wolverine remarks, before asking if they even know why Pietro guarded Wanda so.

The Wasp asks Wolverine what is in this for him, to which Logan points out that they need to find out who killed the Scarlet Witch, and reveals that he does too, because they are not talking about just any girl. ‘We’re talking about Magneto’s daughter…and she could’ve been mine’.

(Flashback, years ago, narrated by Wolverine)

After the War, Logan drifted from place to place, as he had no home or family to go back to unlike most of the grunts. He found himself in the Balkan Mountains - not the kindest spot to take yourself during the winter - especially when you are looking for a place that isn’t on any map and most people don’t think exists - Wundagore. ‘Sometimes what you want in life isn’t what you need in life’. Collapsing in the snow, Logan was found by a scarlet-clad woman who said her names was Magda. ‘Years later, I’d see how much she bore a striking resemblance to Wanda - and why wouldn’t she? Magda was Wanda and Pietro’s mother’.

Logan had sought out the Witch of Wundagore, thinking - foolishly - that she would help him to end his life. ‘When you wake up one day and realize that you’re going to outlive everyone you ever loved…you begin to look for alternatives’. Logan and Magda made love by the fire place in Magda’s house - perhaps Wolverine was bewitched, somehow feeling something for someone else would change his attitude about living. But he can never be certain - for what Logan didn’t know at the time was that Magda was already spoken for - by Eric Lensherr. ‘He wasn’t calling himself Magneto yet - even though he was a powerful S.O.B’.

During their love making, Logan and Magda were interrupted by the arrival of an enraged Eric - Logan unsheathed his claws prepared for battle, but Eric used his power of metal to toss Magda’s cauldron at the naked Logan, smashing him out of Magda’s home and into the cold snow. Logan had been cast down out of Heaven - only to learn that he could never find Wundagore again.

(Flashback, years later, narrated by Wolverine)

It would be years later that Logan - now Wolverine - would come to lay eyes on Magda’s face once more - only this time, it would be Wanda Lensherr…the Scarlet Witch! ‘By the time Fury recruited her for SHIELD she’d ditched dressing like her Mom - didn’t any of you notice what she was wearing recently?’

Deep in the Savage Land, Wanda smiled at Logan and told him that it was nice to meet him and that she looked forward to getting to know him better, while Eric - now Magneto - either pretended not to - or honestly didn’t - remember meeting Logan back in Wundagore, after all, it did happen very fast. ‘Either that, or he knew what seeing his daughter would be like for me - and that could be used to his advantage’.

Wolverine told the Scarlet Witch that he was looking forward to getting to know her as well, to which Pietro a.k.a. Quicksilver quickly told Logan not to become too comfortable with that idea. ‘Pietro! Logan is our guest!’ Magneto scolded his son. As Wolverine would later be told by Xavier, he believed that Magneto was so hard on Pietro because he was a constant reminder that Eric had been with a mere human, and Pietro looking so much like his father probably didn’t help. ‘You can only imagine what looking at Wanda every day was like for him’.

‘My son is weak, pathetic, really’ Magneto told Wolverine. ‘Uh-huh. What’s that got to do with me?’ Wolverine asked. ‘You want to prove your loyalty? Wanda and he have planned to go “exploring” tomorrow. I want you to track them. And kill him’ Magneto told Wolverine. ‘The Witch ain’t gonna like that much…’ Wolverine muttered, examining his powerful claws.

The next day, exploring the Savage Land, Quicksilver asked the Scarlet Witch why it is that their father despises him so much. ‘No matter what I do its never enough!’. Wanda replied that it doesn’t matter - so long as they have each other. Quicksilver declared that he wished they could return to the Balkans, to their mother - and taking his sister’s hand in his told her that she looks more like her every day. ‘I wasn’t sure what would’ve happened if I hadn’t interrupted. I wasn’t going to kill him - just spook him - give him a chance to get away from his father’.

Wolverine lunged at Quicksilver from the shrubbery and shoved his claws into Quicksilver’s chest, warning him that if he tried to move - quick as he is - the blades will slice right through his chest. As blood splattered in his face, Quicksilver told Wanda to run - but Wolverine hadn’t counted on Wanda’s reaction, and her eyes glow red, which is when Wolverine realized that Pietro wasn’t protecting Wanda from the world - he was protecting the world from Wanda. ‘You will leave my brother alone!’ Logan withdrew his claws from Quicksilver’s chest, and turning around, sees the Scarlet Witch, glowing pink, and at least a dozen mighty dinosaurs behind her. ‘Oh %$^#!’ Wolverine mumbled.

‘It was Wanda who later told everyone how the dinosaurs were the result of Magneto’s genetic experiments. And, just a guess, but Magneto’s ego wouldn’t allow him to say otherwise - that his daughter - part mutant, part witch - could rearrange reality…bend time and space…so that dinosaurs from the past could roam the Earth today. No one knew how powerful she was, or could be - except maybe her own brother’.

Wolverine began running through the Savage Land as Quicksilver tended to the Scarlet Witch. A tyrannosaurus rex followed Wolverine, but Logan leapt of a cliff, and the massive beast followed him - plunging to the hard ground below.

The Scarlet Witch examined Quicksilver’s wound as Pietro exclaimed that he should have been faster, ‘Letting that maniac anywhere near you!’. Wanda interrupted her brother, asking if they are going to talk about it, or just pretend it didn’t happen. ‘What? The dinosaurs? We’ll tell everyone it’s one of father’s experiments gone wrong’ Quicksilver replied. But Wanda declared that she didn’t want to conjure anything like that. ‘If I can’t control this power…’ her voice trailed off as Quicksilver wiped a tear from her eye. ‘…how do I know it won’t control me!?’ Wanda finished. ‘Because I wont let it!’ Pietro assured his sister, telling her that they will look after each other, like they always have. ‘And nothing will ever split us apart’ he added as they moved closer together, hidden in the jungle - but not from the prying eyes of Wolverine.


‘Spurned by his father. Desperate for his mother…Pietro found in Wanda…a kind of love…that no one in this room can really understand’. Wolverine tells the Ultimates. ‘I don’t want to understand it. It’s sick!’ Hawkeye exclaims, adding that he knew Wanda, that he worked with her at SHIELD, and that they should all be glad this happened before it got out to the media. ‘Sounds like that worried ya’ Wolverine remarks, adding that he already knows how Hawkeye feels about “Muties”, and remarks that a gunshot like the one that killed Wanda would have had to have been fired by one helluva marksman.

Captain America warns Wolverine that if he has anything to say then he best say it. ‘Just thinking…how helpful Hawkeye could be at catching this shooter’ Logan replies. Captain America just grunts, before announcing that they will need two teams, one to stay here and examine the murder scene - Hawkeye the Wasp and the Black Panther, while the others goes after Magneto - Thor, Valkyrie, Iron Man, Wolverine and himself. The Wasp tells Captain America that she can appreciate he wants to take the big guns to Magneto, but that is not how they are doing it.

The Wasp declares that she will need Captain America and Iron Man to stay here in New York, and remarks that Quicksilver said Wanda was killed with a DNA specific bullet, so Tony Stark is the best person to tell her where it came from. ‘And I need you, Steve, to gold it together here when this story blows up - and it will blow up’ the Wasp declares, before turning to Wolverine and asking him if he has an idea where to start looking for Magneto. ‘Yep’ Logan replies, to which Janet announces that she wants a team assembled in thirty minutes - with the Black Panther.

30 minutes later, the Ultimates are getting into their transport craft and the Wasp declares that the Savage Land is a pretty big area to cover - particularly if you want to keep the element of surprise. ‘That’s why we’ll have help when we get there’ Wolverine assures the Wasp, when, suddenly, the Black Panther appears. ‘Where the Hell have you been?’ the Wasp asks, before asking the Panther where Cap is. The Black Panther just stares at her, remaining silent. ‘That’s the Black Panther?’ Wolverine asks. ‘Is there a reason you’d ask such an obvious question?’ the Wasp replies. ‘Nope. Not really…’ Logan tells her as the aircraft takes off.

‘Tony!’ the Wasp exclaims, surprised by the return of Iron Man who sets down beside her. ‘You had me worried. Last time I saw you, you were blasting out of here with the Blob!’ Janet recalls, before asking where the ball of blubber is. ‘He won’t be bothering us anymore’ Iron Man replies. The Wasp asks what that is supposed to mean and explains that she wants to interrogate him. ‘Never mind that’ Iron Man replies, before revealing that he went over the crime scene and that he has found the bullet that killed the Scarlet Witch.

Tony explains to the Wasp that it is sophisticated stuff - DNA specific, designed to assassinate the Scarlet Witch - and only the Scarlet Witch. He holds the bullet out in his hand as the Wasp asks if he has any idea who makes something like that. ‘Yes, I do’ Stark replies. ‘It was made by Stark Industries’. The Wasp goes wide-eyed and asks Tony what he is saying. ‘Someone at your company designed a bullet to kill the Scarlet Witch? Dammit. Who was it, Tony?’ Janet exclaims. ‘Tony…?’ she asks as Iron Man turns away from her. Taking off his mask, Iron Man turns back around - ‘Who said anything about me being Tony?’ he asks, revealing a mechanical construct under his mask. Flanked by some robot servants, “Iron Man” then knocks the Wasp out.

Later, the Ultimates arrive in the Savage Land, 800 miles off the Coast of Australia. ‘This is so totally awesome. Dinosaurs. Real. Live. Dinosaurs!’ Valkyrie exclaims as she exit’s the transport. Thor tells his girlfriend that someday - when she sees Asgard, then she will see true wonders. ‘I don’t know…Dinosaurs are pretty cool…’ Valkyrie replies.

Wolverine approaches the Black Panther and quietly tells him that he didn’t say anything in front of the others, but that, for the life of him he cannot figure out what he thinks he is doing. ‘And I sure as Hell hope you don’t get somebody killed’. The Panther just scowls from beneath his mask.

Hawkeye follows Wolverine out of the transport and exclaims that they are sitting ducks hanging here and asks Wolverine where the help he promised is. Suddenly, a voice announces ‘That’d be us!’ The Ultimates all turn to the red-haired woman standing next to a blond man, both scantily-clad, and flanked by large sabre-tooth tigers. ‘Welcome to our home! I’m Shanna and this is my boyfriend, Ka-Zar’ Shanna exclaims. Ka-Zar assures the Ultimates that their craft came in right under the radar. ‘Magneto will never know what hit him!’ he exclaims, grinning….

Characters Involved: 

Black Panther, Captain America, Hawkeye, Thor, Valkyrie, Wasp (All Ultimates)

“Iron Man”


In Flashback:


Erik Lensherr


i>In Flashback:


Quicksilver & Scarlet Witch


Story Notes: 

The Scarlet Witch was assassinated in Ultimates (3rd series) #1.

The Brotherhood fought the Ultimates and made off with the body of the Scarlet Witch in Ultimates (3rd series) #3.

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

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

The Scarlet Witch and Quicksilver joined the Ultimates in Ultimates (1st series) #7.

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

This issue marks the first appearance of Ka-Zar and Shanna in the Ultimate Universe.

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 (though Wolverine addresses her costume 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.

While all issues of the Ultimates are rated PARENTAL ADVISORY this issue has an unusually high amount of offensive language, sex scenes and male and female nudity.

Issue Information: 
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