Ultimatum #1

Issue Date: 
January 2009
Story Title: 
Ultimatum, chapter one: Three Kings

Jeph Loeb (writer), David Finch (artist), Danny Miki (inker), Steve Firchow (colorist), Richard Starkings & Comicraft (letterers), Irene Lee (production), Sulkowitch & Henry (assistant editors), Ralph Macchio & Mark Paniccia (senior editors), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

Cover: David Finch, Danny Miki & Jason Keith

Variant Cover: Ed McGuinness, Mark Farmer & Jason Keith

Brief Description: 

The various heroes of the Ultimate Universe are engaged in all forms of activities: Mister Fantastic is about to propose to the Invisible Woman, Human Torch argues with his father, Iron Man drowns his sorrows in a martini, Giant Man dons the Yellowjacket costume, Spider-Man and Kitty Pryde are hanging with their friends on the L train, Angel, Beast, Dazzler and Nightcrawler are in town, discussing their various mutant traits. Suddenly, it begins to rain - hard - and in less than a minute, the ocean swells up and engulfs New York City, while the storm rages on. In the process, the Human Torch and his father seemingly drown, while Giant Man is unable to find the Wasp, as the water spreads over the Ultimates’ mansion. Bruce Banner transforms into the Hulk, while Kitty encourages Spider-Man to go and do what he can, while she stays to look after their friends. Angel finds Dazzler who has drowned, while Iron Man rescues Captain America from the same fate. Mister Fantastic and the Invisible Woman make it to the top of the Baxter Building, and the Invisible Woman uses her powers to push the water back out of the city, but due to the strain, she passes out. The Thing finds them and gives them the bad news about the Human Torch and Professor Storm, before Mister Fantastic leaves to track down Namor, as he believes he is responsible for this. Namor, however, finds Mister Fantastic, and reveals he has nothing to do with the situation. In Latveria, Doctor Doom finds his entire country has been frozen over, including the people in it. Professor X realizes what is going on, and reveals to Wolverine and Cyclops that Dazzler, Beast and Nightcrawler are dead. He telepathically reaches out to Captain America, Mister Fantastic, Iron Man, the Thing and Spider-Man, telling them to band together, and shows them an astral projection of where they all need to go - Magneto’s space station. Indeed, Magneto sits on his throne: ‘For what they’ve done…they will have to pay the Ultimate price!’.

Full Summary: 

4.12 PM, Tuesday, at the Baxter Building, home of the teenage adventurers known as the Fantastic Four. ‘Sue…I think you know how I feel about you’ Reed a.k.a. Mr Fantastic says to the Invisible Woman, holding a small box behind his back. ‘Maybe I do. Or maybe I don’t, Reed Richards’ Susan Storm replies as she sits at a computer console. ‘The way I always have. How I wish we could share the rest of our lives together!’ Reed exclaims. ‘Are you about to do what I think you’re about to do…?’ Sue asks, shocked.

Elsewhere in the Baxter Building, the Thing is working out, lifting some weights, as he tells the robotic Herbie to make himself useful and fetch him a friend bologna sandwich - ten of them. ‘I would, Ben, but then who would spot you?’ Herbie replies. ‘Okay, one, I think it’s uber-creepy that you call me “Ben”, and two, it’s only a couple of tons I got on here. What’s gonna happen?’ the Thing replies.

In the kitchen, Johnny Storm a.k.a. the Human Torch is eating some cereal, while his father, Professor Storm, stands across from him. ‘How many times are we going to have this conversation, Dad?’ Johnny asks. ‘As many times as it takes to get you off your duff and make something out of your life!’ Professor Storm replies. ‘At your age, Johnny, your sister Susan was already -’ Johnny’s father begins, until Johnny shouts at him: ‘Stop comparing me to Sue!’ Johnny tells his father to face it: ‘You don’t get me and you never will!’.

4.12 PM, Tuesday, at Tony Stark’s mansion, home of Earth’s Mightiest Heroes, the Ultimates. Tony stands in his Iron Man armor, holding a martini, he turns to Steve “Captain America” Rogers, and remarks ‘Steve…I wonder how practical it would be to take a bath in a martini’. Captain America suggests that they should go on patrol instead of waiting for the next disaster to hit them. ‘You know what I think? You need to loosen up. Have a drink. And stop thinking about another man’s wife…’ Tony tells Steve, referring to the Wasp.

On the rooftop, the Mighty Thor and the scantily-clad Valkyrie are engaged in a sword fight, while Valkyrie’s horse, Pegasus, hovers above them. ‘Better, verily, thy skills have improved tenfold!’ Thor tells his girlfriend. ‘You should see me in bed, Thor, very verily’, Valkyrie replies.

Down in one of the labs, Hank Pym a.k.a. Giant Man has donned the Yellowjacket costume. Hank’s wife, Janet a.k.a. the Wasp, asks her husband if he is sure about this. ‘After all the damage Ultron did, you still want to dress up like him?’ Hank replies that he admits it is controversial, but the designs in the Yellowjacket costume are amazing. ‘And maybe I can make up for what that monster did…’ Hank suggests. The handsome Clint “Hawkeye” Barton leans against a wall, and tells Janet that it is unbelievable she is still speaking to this loon. ‘He shot you with ant spray!’ Hawkeye reminds her. ‘That’s weird even by my standards!’ he adds. ‘Butt out of this!’ Hank tells Clint. ‘Bite me, freak!’ Clint retorts.

4.12 PM, Tuesday, onboard the L Train, where Peter Parker the Amazing Spider-Man is sitting with four of his friends - Kitty “Shadowcat” Pryde, Mary Jane Watson, Gwen Stacey and Kong. Kitty asks what the game plan is once they hook up with Johnny. Peter replies that he figures the Human Torch will get them into some hot spot, to which Kitty replies ‘You did not just say “hot spot” and Torch in the same sentence’. Mary Jane smiles, ‘Yeah, he did’ she remarks. Kong announces that he has an idea, to which Kitty asks if involves going to see “The Dark Knight” for the ninth time. ‘…maybe…’ Kong replies. Mary Jane turns to Gwen and asks her if she is okay. ‘Yes. No. I don’t know’ Gwen replies. ‘With everything that’s happened to me, Mary Jane…’ her voice trails off, and Kitty points out that it is not like things could get any worse.

4.12 PM, Tuesday, at the Broadway Theater district, where several members of the teenage mutant heroes known as the X-Men are making their way through crowds of people. ‘Hey, watch where you’re going!’ Dazzler exclaims as a man barges into her while walking past them. ‘Dude acts like we’re invisible!’ Dazzler exclaims, to which the Beast points out ‘That would be virtually impossible’. Angel tells the Beast that he doesn’t think they are supposed to take Dazzler literally, to which Nightcrawler mutters ‘Says the man who would not know the first thing about it’. Angel asks Nightcrawler what that is supposed to mean, to which Dazzler tells him that, out of all of them, he is the most passable as a human.

‘With feathers that have an eight-foot wingspan?’ Angel asks. ‘All of which fold up neatly inside your Gucci suit’ the Beast points out. ‘What about Alison?’ Angel asks, motioning to Dazzler. ‘Riiight. I’ve tattooed and pierced my entire body because I’m having a love-fest with myself’ she snaps back. Angel tells Dazzler that he thinks she looks beautiful, to which Nightcrawler, long coat and large sunglasses covering his appearance, asks if they can just get into the line, as he doesn’t want to miss getting tickets.

Suddenly, lightning crackles in countless locations all over the city of New York, and the rain begins to pour - torrential. ‘Reed…’ Sue whispers as she and Reed are on a balcony at the Baxter Building. ‘Thor…’ Valkyrie whispers as she clings to her boyfriend in the pouring ran on top of the Ultimates mansion. ‘Uh…’ Peter Parker mutters as he looks out the train window. ‘Warren…’ Dazzler whispers to Angel as she and the others look up at the sky, while civilians begin to scatter.

4.13 PM, the lightning continues to dart across the sky, while the rain continues to pour - and a massive wave sweeps over New York City, covering some high-rise buildings, while others barely stand above it. Roads are gone, civilians, cars, all submerged. ‘Omigod’ Kitty Pryde whispers as she, Peter, Gwen, Mary Jane and Kong stare out the window of the train.

The rain still beats down, and Reed has shifted his body into a parachute, floating along through the air, holding Susan out of the water. Reed tells Susan that she needs to use her force field to lift him to the roof, while Susan exclaims ‘Reed…what…what is happening? Where’s Ben? My Dad? Or…JOHNNY!’ she screams. Inside the Baxter Building, Herbie hovers above the Thing, who shouts ‘What the @#$% is going on?’ as he tries to push a large whale back through the building. And in the kitchen, Johnny and Professor Storm are trapped between the deep water.

At Tony Stark’s mansion, the water has covered at least half of the extravagant mansion - when, suddenly, Giant Man, at an enormous size, bursts through the mansion, ‘JAN!’ he booms, calling out to the now-missing Wasp.

4.14 PM, Dr. Bruce Banner is underwater, floating around with several cars, seemingly unconscious, he suddenly opens his eyes - but transformed into the Hulk! The Hulk swims to the surface, before paddling along the top of the water, ‘Why is big clock thing watching Hulk?’ he asks, looking up at a clock.

Back at the train, which has now stopped moving, Kitty phases Peter up through the roof of the train, while Peter asks her what she is doing, pointing out that somebody might see him up here. ‘Somehow I think everyone on the train has wetting themselves more on the mind’ Kitty replies, before asking Peter who cares, as half of New York is underwater anyway. ‘You’re right…course’ Peter replies, his face close to Kitty’s, while Kitty pulls Peter’s jacket off, ‘People need help. Go do the thing that you do!’ she tells him, assuring him that she will look after their friends in case some giant sea monster thingy shows up. Peter takes off his shoes and tells Kitty that she is pretty great. ‘Yeah. I know. Now, stop being all cute and go!’ the former X-Woman exclaims. ‘Like I could handle this?’ Peter mutters as he swings away on some webbing.

Meanwhile, Angel, wings outstretched, swims through the water, dodging various cars, he finds Dazzler, who is floating unconscious, and immediately he swims upwards, and flies into open, rainy, space, ‘Come on, Alison, you’re not going to die on me!’ he shouts, before landing on a rooftop, ‘No….!’ he cries as he checks Dazzler’s vitals. ‘No…’ he whispers, putting his head to hers.

Inside the remains of Tony Stark’s mansion, Captain America floats about in the water, when Iron Man grabs him, ‘You’re not going today, Cap!’ Tony exclaims, before blasting up through the water, and into the rainy sky. Captain America coughs as he regains his breath, and asks where the rest of the team are. ‘Who made it out? Thor? Hawkeye? Wasp?’ he asks. Tony replies that he doesn’t know, as it all happened so fast. ‘So many bodies…hard to tell where anyone is…anyone!’

Reed and Sue have made it to the top of the Baxter Building, and Sue exclaims that she thinks she can push the water back. ‘We both know who did this!’ Reed exclaims, to which Sue replies that they can’t be certain, but Reed snaps that he will be certain once they go after Namor and make him stem the tide. Susan tells Reed to shut up, as they don’t have time for that. Susan concentrates hard, she is clearly in pain, blood trickles from her nose as she creates an enormous force field, and pushes back the water all around them - only to pass out moments later. ‘SUE!’ Reed shouts as he catches his girlfriend.

‘Hey. Can you tell me what the hell is going on in twenty-five words or less?’ the Thing asks as he clambers up the side of the Baxter Building. ‘I don’t know!’ Reed retorts, not looking at Ben, only concerned with Sue. ‘Ya did it in three. I didn’t think ya had in ya!’ Ben exclaims. Reed declares that Sue pushed herself like never before, shoving all the water back into the ocean, but now she won’t wake up and is barely breathing. ‘You’ve got to get her to help, Ben!’ Reed exclaims. ‘Where? Look around you, Reed. There’s nothing but dead -’ the Thing begins to reply, as Reed interrupts, ‘Then get Johnny or Dr. Storm to do it!’. Ben hangs his head as he announces that he thinks they have lost both of them. Reed goes wide-eyed, before he extends his body off the rooftop, ‘Where you going, Reed? REED?’ Ben calls after his friend, while holding on to Susan.

4.21 PM, Reed is in a high-tech speedboat, zipping across the ever-increasing water, when, suddenly, Namor appears almost out of nowhere. ‘For someone who positions himself as an intelligent man - you’re nothing more than an impetuous child. After all that just happened - how could I not know you would come for me!’ Namor booms as he leaps onto Reed’s boat. ‘You did it! You killed them all!’ Reed shouts. ‘My Sue…’ he whispers. ‘I could care less what you think!’ Namor snaps as he smashes through the glass and pulls Reed from his seat, through the window, shouting that he had nothing to do with the destruction of New York.

Reed extends his body, wrapping himself around Reed, asking why he should believe him. ‘Because of Susan!’ Namor retorts. ‘The rest of you are less than sea urchins in my eyes. But I would never knowingly put her in danger. Surely you believe that!’ Namor declares. ‘You arrogant…’ Reed begins as he uses a device to knock Namor unconscious. ‘Did you think I’d come unprepared?!’ Reed asks as Namor falls onto the front of the speedboat. ‘But id it wasn’t you…who? And why?’ Reed wonders.

12.31 AM, Eastern European Time, location - Latveria, specifically, Victor Von Damme’s castle. ‘Where the devil is everyone!?’ booms Victor Von Damme, better known as Doctor Doom. He makes his way through his castle, it is so cold that he can see his own breath in front of him. ‘Doctor Mary Storm! Boris!’ Doom bellows as he walks into a large chamber, where Boris and Mary Storm are completely frozen, and icicles are scattered throughout his castle. ‘This is impossible!’ Doom exclaims as he rushes out the front door. ‘LATVERIA!’ Doom bellows as he sees the entire surrounding area frozen. ‘Who dares -?’ he wonders, angrily.

5.02 PM, at Xavier’s Academy, Westchester, New York, the rain pours and lightning crackles… ‘Professor! What’s happened - I heard you scream!’ shouts Scott “Cyclops” Summers as he and Wolverine a.k.a. Logan rush into Xavier’s office, where they find him lying on the floor, his wheelchair overturned. ‘No @#$%, Cyclops, everybody in the tri-state area heard him!’ Wolverine remarks. ‘Kurt…Hank…Alison…’ Xavier mumbles. ‘What about them?’ Cyclops asks as he and Logan help Xavier back into his wheelchair. ‘They’re gone…millions…dead…’ Xavier mutters. ‘What do you mean, dead?’ Wolverine asks.

‘Something terrible has happened’ Xavier exclaims. ‘Something. What thing?’ Wolverine asks, getting annoyed. ‘Have to tell them…warn them…’ Xavier mumbles as he presses his hands to his head, and uses his telepathy, sending a message: ‘This is Charles Xavier. I know what has transpired. Even more terrible…I know how and why…and he will not stop until it is worse…far worse. We need to band together. Put any differences aside for the battle to come. I’m sending you my X-Men…what’s left of them. They will have the coordinates, but here is a mental image of where you must go’ Xavier telepathically tells Captain America, Mister Fantastic, Iron Man, Thing and Spider-Man.

An image of a space station attached to an asteroid is flashed into the minds of the heroes. ‘This is where you will find him. He does not fear your arrival. What he’s done…this course of action…he’s told me in the past. A kind of doomsday plan. But, it was purely theoretical .We never thought he’d act on it. Murder six billion people. Every man, woman and child on the planet. You have to stop him…you have to stop…Magneto!’ Xavier announces.

Indeed, aboard his floating citadel, Magneto, with Thor’s hammer resting at his feet, sits upon his throne, ‘Yes, bring them, Charles. Bring everyone so I can tell them myself. For what they’ve done…they will have to pay the ULYIMATE price!’….

Characters Involved: 

Angel, Beast, Cyclops, Dazzler, Nightcrawler, Wolverine, Professor X (all X-Men)

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


Human Torch, Invisible Woman, Mister Fantastic, Thing (all Fantastic Four)

Professor Storm




Gwen Stacey, Mary Jane Watson, Kong



Doctor Doom

Doctor Mary Storm



Story Notes: 

This mini series takes place after Ultimates (3rd series) #5 and Ultimate X-Men #97.

Ultron donned the Yellowjacket costume in the Ultimates (3rd series) #4.

Magneto stole Thor’s hammer in Ultimates (3rd series) #5.

Issue Information: 
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