Ultimates 3 #4

Issue Date: 
August 2008
Story Title: 

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

Cover by Joe Madureira & Christian Lichtner

Variant Cover by David Finch, Danny Miki & Morry Hollowell

Brief Description: 

Ka-Zar and Shanna tell the Ultimates of how Magneto and his children first came to the Savage Land, and explain what went down during their time here. The Ultimates, Wolverine, Ka-Zar and Shanna then begin their attack on the Brotherhood - Hawkeye takes down numerous Multiple Man dupes before being gutted by Sabretooth, while the Juggernaut pummels Wolverine and the Black Panther. Valkyrie finds herself at the mental mercy of Mastermind, and after he casts her into an illusion of a past experience, she falls to the ground, where Pyro wants to have some fun with her. Thor takes on Unus, beating him to a bloody pulp, before being taken down himself by Magneto, who buries him in the ground. Quicksilver appears in red and purple clothing, telling his father that the Ultimates will not stop until they have the Scarlet Witch, to which Magneto declares that it is time to end this now. Meanwhile, the Wasp is rescued from the robot Iron Man by Captain America - only for that Captain America to be revealed to be a robot also, as Giant-Man (in his Ant-Man garb) takes the robot down. Giant-Man takes the Wasp deep into the sub-basement of the mansion, where she learns that their “son” has assembled an army of robot versions of the Ultimates, ready to take over what is left of the world once the way between man and mutant is settled.

Full Summary: 


Years ago, eight hundred miles off the coast of Australia. Charles Xavier and Eric Lensherr are en route to Australia, and in their small plane, Xavier explains that they are going to see a young Aborigine, who has the ability to create a “gateway” to other places. Eric replies ‘As you know, I’m less concerned about finding new mutants, Charles…as I am about finding a home for my children, and for children like them’.

Seated nearby are Eric’s young children, Wanda and Pietro. Wide-eyed, Wanda tells her twin that it feels like they have been flying forever, and asks him how much longer it is going to be. Pietro assures his sister that it can’t be that much longer, and tells her that nothing is going to happen, as he is here - but, suddenly, as if on cue, one of the plane’s wings explodes, causing Wanda to scream. She calls out for her brother, so Pietro holds on to her tightly, as Eric rushes towards his children, while Xavier tries to steer the plane, announcing that there is some kind of landmass below.

Indeed, there is, and a tribe of scantily-clad people carrying spears look up at the falling aircraft, notably a large muscular man with a young boy and a young girl at his side. The two children begin rushing towards the direction of where the plane is about to land, and the girl, addressing the boy as Ka-Zar, asks him who he thinks they are. Ka-Zar calls the girl Shanna, and tells her that he doesn’t know, but that he has a bad feeling about it. ‘You get a bad feeling about everything!’ Shanna replies as they continue to rush forward, with two sabretooth-tiger cubs at their side.

Ka-Zar replies that it doesn’t really matter, as no one could have survived the crash, but as they arrive on scene, two men and two children emerge, unharmed, from the rubble. The tribe approach the newcomers, and the muscular leader asks the new arrivals if they are all right. ‘Who are you?’ he exclaims. ‘We come in peace…’ Eric replies.


Today, in that same location - the Savage Land. Ka-Zar and Shanna have grown up into able-warriors, their cubs no longer cubs, but full-grown sabretooth-tigers. Ka-Zar exclaims that they did live in peace, at first, but as more and more mutants arrived, Magneto decided that the natives had to go. ‘He slaughtered half or tribe - including my parents’. Shanna explains that they have waited for years in hiding, hoping for the day thy could overthrow Magneto and take back what is rightfully theirs. ‘Then, we heard from Wolverine!’.

Wolverine a.k.a. Logan of the X-Men, points out that the sun is coming up, so they better get moving, otherwise they will lose their advantage. He turns to the mysterious member of the Ultimates known as Black Panther and warns him to stay where he can see him. Inside the Ultimates’ jet, Clint “Hawkeye” Barton motions to a wall lined with weapons, ‘Nice stuff!’ he exclaims. The Norse God Thor explains that they are all gifts from his father, forged by Ulik the Troll. ‘Really. Is there a discount if I ordered a little something for myself?’ Hawkeye jokes.

Leading her winged horse from the jet, Valkyrie calls out to Ka-Zar and Shanna and asks if there are more of them. ‘I mean, we need help, big time’ she exclaims. ‘Big time, Valkyrie’ Ka-Zar replies as more warriors emerge from the jungle.

Meanwhile, at Tony Stark’s mansion, home to the Ultimates, in Manhattan, where a robotic Iron Man holds Janet van Dyne a.k.a. the Wasp up by the throat, telling her that she should be excited, as this is the beginning of a new world order. ‘Imagine a world where there is no disease. No famine. No war!’ the robot exclaims. Suddenly, ‘You forgot - no freedom!’ exclaims Captain America as he bashes the fake Iron Man in the head. ‘Come with me if you want to live!’ Captain America tells the now free Wasp, who is rubbing her throat.

The Wasp flies after Captain America into the mansion, asking him what is going on. ‘Iron Man is some kind of robot? Where’s Tony?’ she asks. Captain America replies that they must get inside, as it is not safe outside, when, suddenly, his voice goes mechanical, and he starts cutting out. ‘Omigod!’ exclaims Janet as a tiny man riding a wasp flies out of “Captain America’s” mouth. The robot Captain America falls to the floor, and begins to turns to goop. ‘Can’t say I wouldn’t have liked to have done that to Cap himself!’ Hank “Giant-Man” Pym, in his “Ant-Man” garb exclaims.

The Wasp is shocked to see him, ‘You’re awake and out of the house? Your ankle bracelet should’ve -’ she begins, but Hank tells her that is not important now. ‘I need you to shrink down to Wasp size and come with me. ‘There’s a conspiracy - it’s everywhere - and I think I may be the one to blame!’.

Back in the Savage Land, Hawkeye goes about taking down duplicates of the Multiple Man. Blam! Blam! Blam! Three in a row go down as the handsome hero shoots at them from his position in a tree. ‘More fun than shooting a barrel full of monkeys…’ Clint whispers, when, suddenly, he is forced out of the tree by a crazed Sabretooth. ‘I’m gonna rip your head clean off!’ the savage mutant roars. Clint fires at his foe, before exclaiming ‘Thanks - I was trying to think of what I wanted to do to you!’ and raises a knife to Sabretooth’s throat - but Sabretooth is just as quick, and guts Hawkeye with his deadly claws.

Crouching in the bushes though, the real sabretooths witness this and roar as they leap from the bushes and attack Sabretooth with powerful force. Ka-Zar and Shanna step forward, and Ka-Zar tells his girlfriend to take the tribe and do their part, while he will get Hawkeye back to the ship for medical help. Shanna tells Ka-Zar that she will make sure that he still gets a piece of Magneto. As Ka-Zar leans over to pick Hawkeye up, Clint tells him not to be an idiot. ‘Go with your girl. Just let me die out here…go! Get the @#$% out of here!’ he exclaims.

Elsewhere, Wolverine follows the Black Panther through the jungle, and Logan exclaims ‘Look, I’ve known you long enough to trust your play - but what do you think the rest of them are going to do when they find out you’re -’ Logan goes silent as he detects something wrong, and indeed, something is wrong - Juggernaut races up from behind him and slams him hard in the back, ploughing through massive trees as he does. ‘@#$%! The @#$%ing Juggernaut!?’ Wolverine exclaims, annoyed.

‘Ill make you platter like a bug on a windshield!’ the Juggernaut bellows as he bashes down some trees. Suddenly, the Black Panther scratches his knuckle-spikes across the Juggernaut’s helmet. ‘Dumb move!’ the Juggernaut exclaims, as he splats the Panther to the ground in one easy move. ‘Ain’t you heard? Nothing stops the Juggernaut!’ he bellows, raising his fists, ready to bring them down upon the Black Panther once more….

‘How awesome is this!’ Valkyrie exclaims to her horse as they fly across the jungle, some flying dinosaurs alongside them. Valkyrie exclaims that, pretty soon, they will be over the citadel, then they can swoop down and grab Wanda’s body. ‘Then Thor will -’ she begins, until a massive burst of flame rises, causing her horse to buck, and toss Valkyrie off its back, thrusting Valkyrie into open air, where she begins to plummet, thousands of feet to the jungle below.

(In Hallucination)

Suddenly though, ‘What…?’ exclaims a confused Valkyrie, as she finds herself in an apartment room. ‘No…no…no! I can’t be back here!’ Valkyrie exclaims, when suddenly, someone begins banging on the door. ‘Barbara! I know you’re in there! You’re late with the rent again!’ Looking at herself, Valkyrie discovers that she is dressed in the outfit she wore as a member of the Defenders. She wonders if it was all a dream, and curls up on the bed. ‘Thor…please…’ she whispers, while her landlord bangs on the door, ordering her to open it. ‘Please come rescue me…’ she cries.


‘Where do you think she is right now, Mastermind?’ asks Pyro, as the two mutants stand over Valkyrie, whose body lies motionless on the ground, a glazed look over her eyes. ‘In her own private hell, Pyro. Where she’ll stay until I say so!’. Mastermind replies. ‘She’s kinda hot…’ Pyro remarks. Smirking, he asks Mastermind if he thinks Magneto will mind if they played with her a little, before they killed her.

Meanwhile, ‘Press on to Victory!’ bellows Thor as he leads Shanna and the tribe through an army of Multiple Man dupes. Shanna spears one of the dupes through the chest as she asks where the hell the rest of the Ultimates are. ‘They will be here!’ Thor assures her, as he approaches Unus, who tells Thor that it doesn’t matter who he brings along with him. ‘This place is untouchable!’ Thor swings his hammer, but it only strikes a powerful force field. Thor continues to smash the force field, ‘You stand against a God, Unus - and you are but a mortal!’ With that, Thor’s powerful blows manage to weaken Unus, causing him to lose the force field, and enabling Thor to smash his hammer into him, as the powerful God exclaims ‘A thing of mere flesh and blood!’.

Suddenly, ‘ENOUGH!’ booms Magneto as he uses his power over metal to blast everyone away - everyone except Thor, whom he gives a single chance to surrender. Enraged, Thor approaches the Master of Magnetism, boasting that if there is to be a surrender on this night, ‘It will be from your lips!’ Thor raises his hammer, but Magneto forces it down to the ground. ‘As I suspected, you Norwegian dolt. Whoever forged that trinket used a bit of iron! Just like there’s metal in your body armor - you lost this battle before it even began!’ Magneto declares.

Thor is forced to his knees, ‘Imagine. A God bows before me!’ Magneto snarls. ‘NEVER!’ shouts Thor as he tries to pick his hammer up. Magneto hovers off the ground, exclaiming that the truth is, he thinks of Magneto has beneath him. ‘Well beneath me!’ he exclaims as he causes the ground beneath Thor to crumble away, bringing Thor down with it. ‘Is your sister safe?’ Magneto asks his son, Quicksilver. Quicksilver, dressed in a red and purple costume, matching his fathers, replies that she is, before pointing out that the Ultimates are not going to rest until they have her. ‘Then it’s time to end this pathetic revolution - now and forever!’ Magneto declares.

Back at Tony Stark’s mansion, in the sub-basement, insect-sized Wasp and Giant-Man make their way through a ventilation shaft, and Janet exclaims that she didn’t know the mansion went down this far. ‘We have to be ten stories underneath New York!’ she exclaims. Hank replies that one of the benefits about being on house arrest was that he got to do lots of exploring. Janet turns to her husband and asks if Cap and Iron Man have been replaced by robots, then how will she know if Hank has too. ‘Paris. On top of the Arc de Triomphe’. Hank replies.

‘Wait…what?’ Janet replies, to which Hank reminds her that they took a break from school and skipped over to France, where Janet had a little too much champagne, and decided it was a good time to tell him she was a mutant. ‘We had a lovely fight after that’. Annoyed, Janet exclaims ‘Who told you about that? Nobody knows that happened!’ ‘I do’ Hank replies, and tells Jan that, whatever else she thinks about him, he never stopped caring about her.

Looking through the vent into a room, Hank and Jan see someone place “Iron Man’s” mask back on, ‘Almost done, Tony’ he remarks. ‘Have to admit, I didn’t expect “Cap” to assert his personality so strongly, but I’m pleased that you didn’t fractionalize when just might be winning the battle’. ‘Systems reboot commencing…’ the “Iron Man” replies. ‘Thanks, I could use a drink, any vodka down here?’ Iron Man asks. The mysterious figure exclaims that it is amazing that the personality imprints are near perfect. ‘I almost wish Fury were still in charge so I could shove your metallic boot up his ass!’.

Wide-eyed, the Wasp exclaims ‘Hank! He sounds just like you!’ Hank replies that there is a reason for that. ‘He’s our son!’. Standing with robot versions of Captain America, Iron Man, Thor and the Hulk, and dressed as Yellowjacket, Hank and Jan’s son exclaims ‘They think of us as toasters - alarm clocks - and vibrators - but when the war between man and mutant is settled, and most of the human population is dead, only then will they realize - the machines have already won!’.

Characters Involved: 

Black Panther, Giant-Man, Hawkeye, Quicksilver, Thor, Valkyrie, Wasp (all Ultimates)


Ka-Zar & Shanna


Juggernaut, Mastermind, Multiple Man, Pyro, Sabretooth, Unus (all Brotherhood)

Yellowjacket II / Giant-Man and Wasp’s son

Robot versions of Captain America, Iron Man, Hulk & Thor

Pegasus (Valkyries horse)

Sabretooth-tigers in Savage Land

Savage Land Natives

In Flashback:

Wanda & Pietro Lensherr as children

Charles Xavier

Eric Lensherr

Ka-Zar & Shanna as children

Savage Land Natives

In Hallucination:



Story Notes: 

“Eight hundred miles off the Coast of Australia” - which Coast? Australia itself is and island, with coastline stretching all around it!

The Aborigine that Xavier mentions they are going to see who creates “gateways” is clearly an indicator to the character Gateway, an elderly mutant in the 616 Universe.

This is not the first time that Valkyrie has been called “Barbara”, she was first called this in Ultimates (2nd series) #6, which probably means her last name is Norris.

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

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.

Issue Information: 
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