Ultimates 3 #5

Issue Date: 
November 2008
Story Title: 

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

Brief Description: 

Wasp and Giant Man learn Ultron / Yellowjacket’s plan, and how he became infatuated with the Scarlet Witch, right through until his assassination of the Scarlet Witch when he realized he could never have her. He also implies that it was the Scarlet Witch’s power that caused him to start loving her. He explains how he created robotic versions of various members of the Ultimates, and boasts that they will be the ones to emerge victorious after the Ultimates’ battle with Magneto. Wasp and Giant Man rescue Iron Man from where Ultron had been keeping him, and follow the robotic Ultimates to the Savage Land, where Magneto is tearing the place apart. The Juggernaut is about to kill the Black Panther, when Wolverine intervenes. The Black Panther then reveals himself to be Captain America. By this time, Iron Man, the Wasp and Giant Man (in his Ant-Man guise) have caught up to them, and this revelation angers the Wasp. Valkyrie is still being tormented by Mastermind and Pyro, who plan on raping her. However, trapped in mind-space, Valkyrie is confronted by the mysterious person who gave her her powers. She snaps back to reality and cuts Mastermind’s head off, before slicing off Pyro’s hands. The robotic Ultimates, led by Ultron in his Yellowjacket guise, confront Magneto, when Thor returns, followed soon by the other Ultimates and Wolverine, who begin taking the impostors down. Giant Man increases his size taller than ever before, and pulls Ultron up with him, before ripping his head off, which then destroys the robotic Ultimates. The Wasp and Magneto argue over the death of the Scarlet Witch, and Magneto is infuriated about the suggestion that the Scarlet Witch may have inadvertently caused Ultron to murder her. Hawkeye makes his return from where Sabretooth had been attacking him, and attempts to shoot Magneto, only Quicksilver takes the bullet instead. Magneto begins to tear up the Savage Land, and Valkyrie rescues Thor after he is knocked into a lava-filled crevice. The Ultimates don’t have the power to stop him, so they are forced to leave. Wolverine and Valkyrie invite Ka-Zar and Shanna to New York when they want to come, while Captain America and Giant Man argue over the recent goings-ons, until the Wasp comes to Giant Man’s defense and tells Captain America that she is unhappy with him. Magneto apologizes to his dead son Quicksilver, while wanting to know where Quicksilver took the Scarlet Witch’s body, and vowing to make the world pay for what has happened to his children. Two days later, Dr. Doom at an undisclosed location takes credit for all that has happened, including the death of the Scarlet Witch, and after crushing Ultron’s head, he boasts that he will always pull the strings of everything that goes on.

Full Summary: 

Tony Stark’s mansion, home of the Ultimates. Inside an unknown sub-basement, Hank and Janet Pym a.k.a. Giant-Man (or rather, Ant Man at the moment) and the Wasp hide in a vent as they watch the goings-ons around them. ‘Hank, what do you mean “he’s our son?”!’ Jan asks, motioning to the robot called Yellowjacket in the sub-basement. ‘It’s complicated, Jan’ Hank replies, to which Jan tells him to uncomplicate it, ‘Near as I can tell, that…thing has replaced the Ultimates with -’ Jan remarks, until Hank interrupts, telling her to be quiet, as Yellowjacket is downloading. ‘Downloading? For what? To who?’ Jan asks. ‘Jan. I love you. But, for once in your life, shut up!’ Hank exclaims.

Yellowjacket stands before a monitor, ‘Report 597A. Project Ultimatum. Record and playback simul’ he declares.

(Flashback images shown on monitor, narrated by Yellowjacket/Ultron)

To my creator, Henry Pym, you sought to provide androids to SHIELD as a replacement for Super Soldiers. You called it Project Ultron.

‘I’m not asking for a salary. I’m giving you these ideas for free, Nick!’ Hank once said to Nick Fury, who replied ‘Hank, please don’t embarrass me like this’, with the Ultron robots standing around them.

It wasn’t Fury who was embarrassed, of course. You were humiliated and as much as I would have liked to retaliate…something happened to my original programming. Something…unexpected. Wanda. The Scarlet Witch. It was as if I were under some kind of spell. Improbable. Impossible.

‘Wanda, were you just flirting with that machine?’ Wanda’s twin brother, Pietro a.k.a. Quicksilver, annoyed, asked Wanda as she stood seductively before the Ultron robot.

But…she was after all…a witch. Wanda became my desire. My obsession. I found myself demoted to domestic help. Hardly what I was created for. I was a soldier. This was war. Indeed, the Ultron robots became servants around Tony Stark’s mansion, serving and cleaning.

It started with hacking into Tony Stark’s personal computer. Leaking his private sex antics onto the internet. He needed to be distracted with alcohol. Stark would’ve spotted the replacements.

The Ultimates were later attacked by Venom, yelling ‘Where is she? Tell me where she is or I’ll kill every last one of you.

I created “Venom” to kidnap Wanda. To keep her from them. For what was to come…but she wasn’t there. She was with…him. Her brother. Pietro…my rival.

Indeed, Wanda and Pietro were going out shopping, and after being confronted about Wanda’s current choice of clothing by Captain America, Quicksilver exclaimed that, regarding his sister, there is only one side. ‘And that’s by me’.

‘Any idea who the “she” he was looking for? And since when does Venom turn into a pile of poo?’ the Wasp asked, standing before the goop that Venom had become.

There was a design flaw. The composition degraded. It needed to be corrected. You would’ve picked up on it.

Which is why Ultron had to remove Hank from the equation, so he overdosed him, though Hank was found by the Wasp.

I had followed them. As I often did. Disguised in the crowd, undetected.

‘I love the snow…it always reminds me of the winters in the Balkans. Do you remember how we used to stick out our tongues and try to taste every snowflake?’ Wanda asked her brother. ‘Promise me you’ll take me back there again, brother’ Wanda exclaimed. ‘Wanda. Whatever happens, I will always -’ Pietro didn’t get to finish the sentence, as Wanda was shot. Murdered.

‘- love you’, that’s what he was going to say. It was at that moment. That fateful moment. That I realized…she would never be mine.


It was a crime of passion. And no one suspected the butler did it.


‘Omigod! That thing murdered Wanda!’ the Wasp gasps, before Hank tells her that it doesn’t stop there. Indeed, Yellowjacket stands before several tanks with robot versions of the Scarlet Witch, Giant-Man and the Wasp inside them. Yellowjacket looks up at the robot Scarlet Witch, and exclaims, still referring to Hank Pym, ‘You named me Ultron. I took the name Yellowjacket. After Wasp, Ant-Man. The next generation of Ultimates. I did it all for Wanda. I need her by my side. To see me as a hero in her eyes‘.

Yellowjacket declares that the war has only begun, and reveals that he knew by killing Wanda, her father would be enraged. ‘You taught me parents are always protective of their children - Magneto would lead the charge against all of mankind, and the machines would be victor’. Yellowjacket declares that he discovered how to improve on Hank’s original designs. ‘Human DNA bonded with the mainframe alloy prevents the degrading. The personality imprint is near perfect DNA that maintains its integrity better when the human host is alive’.

Yellowjacket walks past a tank where the real Tony Stark is being held, and declares that Tony never fought the Blob that day, that he had already been replaced. ‘What did you tell Nick Fury?’ Yellowjacket remarks, recalling Hank’s words: ‘Captain America might be durable, but he’s still a human being. What I’m offering you here is utterly expendable war machines…completely under SHIELD command’. ‘Expendable? Imagine my Ultimates replacing your Ultimates. Completely under my command!’ Yellowjacket exclaims.

Jan turns to Hank, ‘Did it occur to you that he said all that to get us to follow him - it?’ she asks. ‘Good, because that’s exactly what we’re gonna do’ Hank replies, to which Jan remarks that they are going to need some help.

Meanwhile, in the Savage Land, off the coast of Australia, ‘The revolution is OVER! All who stood against me will die!’ Magneto booms, magnetic energy crackling around him. ‘Father. The sky itself rages!’ Quicksilver exclaims to his father, who replies ‘Let it. God’s wrath has nothing on mine’.

Nearby, Ka-Zar, of the Savage Land people, tells his lover Shanna, and all their people, to fall back. Shanna is helping a wounded warrior, while their sabretooth tigers are nearby. Shanna exclaims that they are getting slaughtered out here. ‘Thor is down, but - why haven’t the Ultimates shown up?’ she asks. Suddenly, as if on cue, a jet arrives overhead, and five figures leap from it - ‘Ultimates attack!’ orders Yellowjacket, flanked by robotic versions of the Hulk, Captain America, Iron Man and Thor.

Attached to the side of the jet though, is the real Iron Man. ‘We’re clear’ he whispers. ‘Stay in stealth mode, Tony. At least until we find Steve Rogers’ the Wasp, hidden inside Tony’s helmet orders. ‘That idiot Steve Rogers’ Hank mutters, also hidden with the Wasp. ‘Hank!’ ‘Jan!’. Iron Man streaks across the skyline in stealth mode, telling the Pym’s that he appreciates them getting him out of that green tank of goo, giving him a totally new appreciation for the martini olive, ‘But while I’ve got you inside my helmet - could you both keep it down!?’ he asks.

Elsewhere in the Savage Land, the Juggernaut, of the Brotherhood of Mutants, holds the Black Panther in one arm, ready to crush him with his other arm. ‘You’re about to learn first hand that nothing can stop the -’ he is interrupted as he is about to say “Juggernaut”, by Wolverine a.k.a. Logan, ‘Yeah, yeah, we know…’ the X-Man mutters, riding a triceratops dinosaur, he plows into the Juggernaut, skewering him on one of the dinosaur’s horns. ‘Last time I heard that one, I fell of my dinosaur’ Wolverine remarks, before telling the Juggernaut that he should never have made a move on them as he pulls the villain’s helmet off his head, and shoves his adamantium claws to the Juggernaut’s chin, telling him that following Magneto will only get himself killed.

Suddenly, the Black Panther catches Captain America’s shield, and exclaims ‘Logan - let me’. Logan backs off, and Cap approaches the Juggernaut, smashing his, now broken, face with his trusty shield. ‘Brought you your laundry!’ exclaims Iron Man as he throws a backpack down to Captain America. ‘Thanks. And for the shield, too’ Cap replies to his friend, while the Wasp flies down to Steve, asking him if he wants to tell her what the hell is going on here. Steve gets in to his Captain America costume, while Jan asks him why he was dressed as the Panther. ‘Where is the real Panther - is there a real Black Panther?’ she asks. Lightning crackles above them as Cap tells Janet that they will discuss it later. ‘Right now, Magneto is the priority’ he points out.

Elsewhere, Mastermind and Pyro of the Brotherhood stand over the Valkyrie, unmoving on the ground. ‘So…that hot body is here…but her brain is all scrambled eggs?’ Pyro asks. Mastermind replies that he doesn’t know where Valkyrie’s head is at, for he just sends them away, and he doesn’t go with them.

(Inside Valkyrie’s mind)

‘I know you’re in there, Barbara. The rent is due now!’ a voice cries out. Lying on her bed in the costume she wore while with the Defenders, Valkyrie tells herself that this has to be a dream, as she was in the Savage Land. ‘Thor loved me!’ she shouts.


‘And she won’t wake up or nothing?’ Pyro asks. ‘They never do’ Mastermind replies as he licks Valkyrie’s face. A tear begins to fall down Valkyrie’s face.

(Inside Valkyrie’s mind)

Someone bursts into the room, their odd voice exclaims ‘Valkyrie. I did not give you power so that you could die this day. We made a bargain. And I intend to keep it. Go now. Slay your enemies’.


‘Men.’ Valkyrie whispers as she grabs her sword. ‘Uh-oh’ utters Pyro. ‘DEAD MEN!’ Valkyrie screams as she leaps to her feet, free from Mastermind’ hold, she slices Mastermind’s head off with ease. Pyro holds his hands up, nervously, he tells Valkyrie that this was all Mastermind’s idea. ‘I didn’t want to have anything to do with touching you. I’ve been a good guy. I even was one of the X-Men for a little while!’ Pyro exclaims. Valkyrie doesn’t care, she responds by cutting both of Pyro’s flaming hands off, causing Pyro to scream. ‘Now…where’d I leave my horse?’ Valkyrie asks, frowning.

Meanwhile, Magneto is suddenly knocked backwards by a hammer - the hammer belonging to the robotic Thor. ‘WHO DARES?’ Magneto demands, for he knows that he is holding the real Thor at the Earth’s core still. ‘We dare. Surrender, Magneto!’ Yellowjacket orders. ‘Or die. You pick’. Magneto orders Quicksilver to stay with Wanda’s body, to which Pietro replies ‘But I want to be with you’. ‘Go, boy. NOW!’ Magneto orders as he blasts magnetic energy waves at the “Ultimates”.

Watching nearby, Shanna asks Ka-Zar ‘Who are those guys?’, when suddenly, Thor lands In a blazing glory, several feet from his counterpart. ‘MAGNETO!’ Thor booms. ‘By my word as the Odinson, you will DIE this very night!’. The robotic Thor turns to Yellowjacket and remarks ‘I don’t sound like that, do I? Please don’t tell me I sound like that’. Yellowjacket tells his follower that there is one way to make sure. ‘Stop him from talking’ he suggests. The real Thor watches as his doppelganger approaches him, and asks ‘Who dares take the image of a God?’ to which the robot asks ‘Why do you talk like that?’

The Wasp and Ant-Man hover around Yellowjacket’s head, and Janet exclaims ’Guess what, Yellow-jerk?’ ’You’re screwed!’ Hank declares, as they both begin to take Yellowjacket on. Yellowjacket shrinks down to a similar size in order to fight them. Fire begins spreading all around them thanks to the battles, while Thor fights his opponent in the air, Iron Man, Captain American and Wolverine arrive. Iron Man and Cap take on their replicas, while Wolverine deals to the robotic Hulk. ’Take them out!’ Captain America orders, while Magneto watches the battles from above.

‘It ends here! You’ll be melted down into slag. Sold for spare parts!’ the Wasp tells Yellowjacket as she blasts him with her Wasp’s sting. Thor tells his robot doppelganger that he is nothing more than a forged weapon, one without a warrior born to wield its power. ’And without that, you are even less than nothing!’ he exclaims as their hammers clang together. As Wolverine shoves his deadly claws though the robot Hulk’s face, Logan remarks that he wishes this was the real Hulk, as they have unfinished business. ‘I almost fell sorry for you. But then I’d be feeling sorry for myself’ Iron Man tells his double as he blasts him backwards.

Yellowjacket returns to his regular size and grabs the Wasp, ‘Don’t you know how close we are to being you?’ he asks her, adding that he would rather not kill her, as his experimentation on her DNA has only begun. ‘Besides…you’re almost like a mother to me’ Yellowjacket adds. ‘Then I guess that makes me…the mother X$%^#$%!’ Hank shouts as he increases his form enormously, and Yellowjacket follows him, both towering over the tallest trees and dinosaurs, then Hank pulls Yellowjacket’s head off, and tosses it down to the battle field.

‘Look at that. Guess somebody kicked out the plug!’ Wolverine exclaims as the other robots begin to malfunction. Hank explains that Ultron was like the server to the others, so when he crashed, he took down the mainframe. The Wasp asks Hank if he is all right. ‘You’ve never grown to this height before!’ she points out. ‘Huh. Well, Ultron pissed me off!’ Hank replies, before Jan tells him to shrink back down and she will give him a kiss. Captain America slices the head off his counterpart. ‘Way to dot that “I”, Cap’ Wolverine remarks.

Cap, Iron Man, Thor, the Wasp, Giant Man and Wolverine turn to Magneto, and the Wasp tells him that they came to the Savage Land to find out who killed his daughter, to learn how murdered the Scarlet Witch.

Nearby, Hawkeye stands over Sabretooth, telling him ‘Should’ve left me for dead, Sabretooth’ before blasting a few bullets into him.

The Wasp informs Magneto that, as it turns out, it wasn’t any man of any woman they can blame for murdering the Scarlet Witch. ‘It was a thing. A machine’.

Hawkeye wonders if he is dad, and is just a ghost going through the motions. ‘You know, one of those ghosts that’s not gonna rest until…the job’s done’.

Magneto scowls as he asks the Wasp why she is telling him this. ‘Do you expect some sort of forgiveness? Did this “robot” just build itself? No man’s hands gave it life?’ he asks. ‘Of course not, but - it’s unclear if Wanda didn’t alter its programming -’ Hank begins, to which Magneto retorts ‘Do not even say it. MY DAUGHTER WAS NOT RESPONSIBLE FOR HER OWN DEATH!’

‘Shut up!’ Clint “Hawkeye” Barton shouts as he walks up behind his teammates in the Ultimates. ‘Just. For once. Shut up!’, Clint shouts as he begins firing his weapon.


The bullet slides towards Magneto, who doesn’t have time to react. Suddenly though, ‘Father…forgive…me…’ whispers Quicksilver as he speeds in front of his father, taking the bullet. ‘Pietro?’ Magneto utters, confused, before the bullet strikes his son.

‘Hawkeye! What did you do?’ the Wasp snaps. ‘The job…can I go die now?’ Clint replies as he collapses. ‘No…no…no…NO!’ screams Magneto with so much fury, that he ruptures the ground around them, creating a large crevice between him and the Ultimates. Janet tells the Ultimates to stop Magneto by any means necessary, to which Iron Man replies that he has nothing, as his counterpart shut down everything but life support in his armor.

‘I will have at Magneto!’ Thor declares as he marches towards Magneto. ‘Come face me, coward!’ he booms, only to fall from the ground he is standing on, into the ever-expanding crevice. ‘Go away!’ Magneto retorts, using his powers to draw Thor’s hammer towards him. Thor begins to fall down the crevice, when suddenly, Valkyrie, on her pegasus, swoops down, ‘Gotcha!’ she exclaims as she grabs her boyfriend’s hand, and pulls him up onto her horse. ‘My hammer!’ Thor exclaims. Valkyrie tells Thor that they will get it back, ‘Now, come here…I missed you handsome’ she whispers as they kiss. Watching Magneto fly away with his son, Iron Man tells Janet that they have nothing that can get to that altitude at that speed. ‘Then he’s gone…’ the Wasp whispers.

Later that night inside Magneto’s citadel. ‘Pietro’ Magneto whispers as he kneels at the slab his son lays on. ‘I know we had our differences. Terrible differences. But in the end, I hope you know that I loved you and your sister…equally’ Magneto exclaims. Magneto whispers in his son’s ear, ‘I know you can’t hear me…but if you could…tell me where you took Wanda’s body. I…I just want to bury my daughter…’. Magneto gets to his feet, walking away from Pietro’s body, he declares ‘For what they’ve done, for what this world has done. For killing my children…they will all pay the ultimate price!’ A tear falls from Quicksilver’s eye….

Back in the Savage Land, Valkyrie and Wolverine load Hawkeye into their jet, ‘If you intended this to be your final out, Barton, you screwed the pooch. You’re gonna make it’ Wolverine remarks. ‘Logan…’ Clint whispers. Ka-Zar and Shanna stand by the Ultimates, and Ka-Zar remarks that even though it didn’t turn out like anyone expected - ‘It never does’ Wolverine interrupts - ‘We just wanted to thank you all’ Ka-Zar concludes. ‘Thank us? For what?’ Wolverine asks. Ka-Zar explains that the Ultimates came to the Savage Land to lead the revolt against Magneto. ‘He’s gone. Our people have taken back what was ours’. Valkyrie smiles, ‘Cool. You should come visit us in New York’ she remarks. ‘Really…? I’ve always wanted to see this city. A city. Any city!’ Shanna exclaims excitedly. ‘Totally. And bring your cats, too’ Valkyrie adds.

‘Pym!’ Cap calls out. ‘When we get back, you’re still under house arrest!’ Cap announces. ‘What?’ Hank asks, shocked. ‘You’re lucky we don’t have you sent away for violating the terms -’ Steve begins, until Hank interrupts ‘Violate this!’ he snaps, declaring that he has taken all the crap he is going to take from Captain America. ‘I’m the hero here and you can’t accept that!’ Hank declares. ‘You’re delusional, you created Ultron’ Cap replies. ‘I saved Tony’s life! Everybody’s!’ Hank snaps back.

‘Stop it both of you!’ the Wasp shouts, reminding everyone that she still leads this team, Jan tells Cap that he messed up with his whole Panther charade. ‘I needed you back in New York City - and you were nowhere to be found’. Jan declares that Hank rose to the occasion, so he has earned his place on the Ultimates. ‘You don’t like it - find another team!’ Janet exclaims, giving Cap an ultimatum. Wolverine and Valkyrie look shocked at that comment. ‘I need a beer’ Logan mutters.

Three days later, at an undisclosed location, the head of Ultron, in ruins, mutters ‘Report 597A. Project Ultimatum. Record and playback simul. To my creator Henry Pym. You sought to provide androids to SHIELD as a replacement for -’ the transmission ends when a gloved hand pulls some wires from the Ultron head. ‘Puppets!’ a voice exclaims. ‘Did that fool Pym honestly believe that he brought life into this collection of tin cans? His child like understanding of robotics is laughable!’.

The mysterious figure looks at the Ultron head, holding it in one hand, he declares ‘Every moment. Beginning with the murder of the Witch. Has been orchestrated. Programmed and performed. It was…and will always be…’ he exclaims as he crushes the Ultron head with his hand, ‘…DOOM who pulls the strings!’

Characters Involved: 

Captain America / Black Panther , Giant Man, Hawkeye, Iron Man, Quicksilver, Valkyrie, Wasp (all Ultimates)


Ka-Zar & Shanna


Juggernaut, Mastermind, Pyro, Sabretooth (all Brotherhood)

Ultron / Yellowjacket

Robot versions of Captain America, Giant Man, Hulk, Iron Man, Scarlet Witch, Thor, Wasp

Pegasus (Valkyrie’s horse)

Sabretooth-tigers in Savage Land

Savage Land Natives


On Video Recording / Flashbacks:

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

Nick Fury


Ultron Robots



In Hallucination:


Unidentified person

Story Notes: 

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

Iron Man fought the Blob - or rather didn’t fight the Blob, in Ultimates (3rd series) #2.

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

The Captain America and Black Panther storyline is delved into in the Ultimate Captain Americas Annual #1.

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.

Pyro was a member of the unofficial X-Men team organized by the future Bishop from Ultimate X-Men #82 through to #93.

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.

This story is continued in the Ultimatum mini series, which still places continuity of the Ultimate Power mini series at a loss for now.

Issue Information: 
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