Ultimatum #2

Issue Date: 
January 2009
Story Title: 
Ultimatum, chapter two: Death Becomes Her

Jeph Loeb (writer), David Finch (artist), Danny Miki (inker), Steve Firchow (colorist), Richard Starkings & Comicraft (letterers), Irene Lee (production), Lauren Sankovitch (assistant editor), 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 search for survivors has begun in Manhattan after the Ultimatum wave, and Spider-Man soon finds himself aided by the Hulk. Iron Man meanwhile rushes Captain America to SHIELD headquarters, where Iron Man is confronted by Captain Carol Danvers, who quickly orders a medical team to assist in saving Captain America’s life. Carol offers Iron Man assistance in the planned attack against Magneto, but Iron Man turns her down, and as he watches the medics do what they can to save Captain America, the SHIELD base comes under attack. The Thing talks to the comatose Invisible Woman, whose powers suddenly go out of control, knocking the Thing out of the Baxter Building, though he manages to hang on to the edge of the building, high above the ground. Mister Fantastic still thinks that Namor has something to do with the wave, only for the two of them to be apprehended by Dr. Doom, who has Power Princess with him, and they plan to transport to Power Princess’ home world to retrieve Nick Fury. Thor finds Valkyrie, dead, so makes a bargain with Hela to resurrect Valkyrie. Hela agrees, and so Thor begins to battle Hela’s massive army, though somehow, Captain America comes to his aid. Hawkeye and Giant Man find themselves uneasy allies when they search for the missing Wasp, though Hawkeye soon finds her - being devoured by the Blob! At the Xavier Institute, Magneto and Xavier debate Magneto’s actions, with Xavier vowing to stop him - until Magneto snaps Xavier’s neck!

Full Summary: 

Midtown Manhattan, where night has fallen and the Ultimatum wave has passed. ‘Why does all the really scary stuff have to happen at night?’ Peter Parker a.k.a. Spider-Man mutters as he strains to lift up an upturned vehicle in the wake of the tragedy. ‘I mean, it’s not bad enough that half this city is underwater one second and then the next second it’s not…or that all this death and destruction was somehow caused by the world’s biggest dirt bag…Magneto’ Peter gets interrupted ‘Please stop talking and help me!’ a voice calls out from under the car Peter is trying to lift up. ‘I’m working on it, pal!’ Spider-Man retorts, muttering that everybody’s is a critic, before seeing a giant pair of feet walk past him. Looking up, Spider-Man sees one of the “Giant-Men” from the reserve Ultimates team.

‘Hey you! Giant guy-man…person!’ Peter calls out. ‘A little help here!’. But the team of Giant Men are busy clearing debris, while helicopters scout around overhead. Suddenly, ‘Hulk help Spider-Man!’ booms Dr. Bruce Banner a.k.a. the Hulk as he lifts the vehicle from Peter’s struggling grip, with ease. ‘Oh, boy’ Peter mumbles.

Meanwhile, Tony “Iron Man” Stark suddenly flies through a window of the Triskelion, SHIELD’s base of operations in Lower Manhattan. Carrying the unmoving body of Steve “Captain America” Rogers, Iron Man shouts ‘This man need’s medical attention - NOW!’. A SHIELD Agent informs Iron Man that he is trespassing on Government property, and to stop where he is. Iron Man retorts ‘Listen to me, you jackass. I only came here because there’s no place else to go. So unless you want me to blow off your -’, Tony is interrupted, by a voice that booms ‘STARK!’. It’s Captain Carol Danvers, who tells Tony that her men are just doing their jobs.

Carol declares that there is a tidal wave in Manhattan, while Eastern Europe has been flash frozen, and there are volcanoes erupting in the Amazon. ‘I can’t have you -’ Carol begins, until Tony interrupts, holding Captain America up, he reveals that Cap isn’t breathing. ‘I want a medical unit up here immediately!’ Carol orders. Soon, the medical team are rushing Cap into their med-bay, while Iron Man tells Captain America to ‘Hang in there’. Carol asks Tony what happened, to which Tony takes off his helmet and replies ‘What happened? He was drowning. Or he drowned. I don’t know. I pulled him out’. Tony tells Carol that Cap was awake and asked if the rest of the team was okay, and he collapsed while they searched for their teammates. ‘I could use a drink’ Tony mutters.

Tony and Carol watch as the medical team work on saving Captain America. ‘I hate hospitals’ Tony mutters, before Carol tells him that she knows he will go after Magneto, and offers SHIELD’s help in terms of communication or ground support. ‘It wouldn’t have to be like it was under Nick Fury’ she tells him. ‘Carol?’ Tony replies. ‘Hmm…?’ Carol asks. ‘Shut up’ Tony tells her. ‘I was only…’ Carol begins, until Tony declares that he needs to get out of here, and hands Carol Captain America’s shield, telling her to give it to Cap if he wakes up. ‘Don’t you mean when he wakes up?’ Carol replies, before an alarm goes off: Emergency One. Code Red. This installation is under attack. All personnel to battle positions. ‘Now what?’ Tony asks, putting his helmet back on.

Back in Midtown Manhattan, this time at Tony Stark’s mansion, home of the Ultimates, Hank Pym a.k.a. Giant Man is calling out for his wife, Janet a.k.a. the Wasp. The handsome Clint “Hawkeye” Barton is nearby, ‘Hank! Dammit! Listen to me, Hank!’ Clint calls out as he tries to get Hank’s attention. But Hank still shouts out for Jan. ‘@#$%. It’s like trying to have a conversation with a skyscraper!’ Clint mutters, before firing an arrow, which has a rope attached to it, into Hank’s knee. Clint begins to climb up Giant Man, remarking that the whole city has turned into a graveyard. ‘I must be out of my mind getting involved in this…’ Clint tells himself.

Suddenly, ‘Hey! Let go of me!’ Clint shouts as Hank reaches down and grabs him, then brings Clint up to eye-level. ‘Give me one good reason why I shouldn’t squish you like a bug!’ Hank tells Clint, who replies ‘Because… I can help you find Jan quicker if we work together!’. ‘You arrogant…’ Hank replies. ‘Do you honestly think you have a better perspective from down there than me?’ Hank asks, gritting his teeth. ‘How do you think I hit the bullseyes? Practice?’ Clint mutters, explaining that his vision has been enhanced. ‘I went through the program!’ he exclaims, before Hank asks Clint why he is even here.

‘You’ve said Jan shouldn’t be anywhere near me’ Hank reminds him. ‘Because no matter what else I might think of you -’ Clint begins as he takes off his mask, ‘- I know what it’s like to lose the woman you love and nobody needs that kind of pain. Nobody. So just let me help you. Okay?’. With that, Hank releases his grip on Hawkeye, who now stands in the palm of Giant Man’s hand.

Nearby, inside the Baxter Building, home of the Fantastic Four, Ben Grim a.k.a. the Thing sits by the bed of Susan Storm a.k.a. the Invisible Woman, who is on life support. Ben puts a rocky hand to Susan’s head and tells her to help him out, remarking that Reed put him in charge of her ever since she lost consciousness, but that the doctors tell him there is nothing they can do but wait. ‘And I ain’t good at waiting. Just gimme something to hit!’ Ben declares, before telling the unconscious Susan that Reed went off to ‘God knows where’, but that he cannot find her Dad. ‘And Johnny? I’m sure he’s around…I mean, he’s like one of them bad pennies’ Ben remarks, before asking Susan to tell him what to do.

‘What the hey?’ Ben shouts as his hands are suddenly rendered invisible. He gets to his feet and tells Susan that her powers are on the fritz. ‘Ya gotta wake up!’ he exclaims. ‘C’mon…wake up!’ he shouts, before an invisible blast of energy knocks him across the med lab and through a wall. Through another wall, until he comes to the edge of the building, and Ben crashes through one of the large glass windows, he manages to grip onto the edge, hanging a very high distance over Manhattan. ‘Reed, pal. Wherever the heck you are - this thing with Suzie is a lot harder than either of us figured!’

Six miles off the Coast of New York, inside the Fantastic-Jet Boat, Reed Richards a.k.a. Mister Fantastic pilots the battered boat, while one of his arms is extended around the front of the jet boat, holding Namor prisoner. Reed mutters that he doesn’t care that Charles Xavier appeared in his head and said that this was all Magneto’s fault. ‘A tidal wave drowned New York City, and you played a role in this, Namor. I know it!’ Reed exclaims, shouting that he only wanted to marry Sue. Suddenly, the on-board computer announces that all systems are down. ‘No!’ Reed exclaims, asking Namor what he did to this ship, before suddenly, a energy beam pulls Reed’s jet boat into a massive ship hovering overhead.

Reed gets out of his jet boat and asks Namor what this is: ‘Some Atlantean battleship?’ he demands, when suddenly, a voice announces ‘It’s nothing short of remarkable, Richards, than anyone would ever consider you as my intellectual equal. Namor had nothing to do with this tidal wave, or the icy devastation of every man, woman and child in Latveria. It was Magneto!’ the voice exclaims, revealing that Magneto has offset the magnetic poles, creating this ecological nightmare. ‘Doom?!’ Reed shouts, asking why he should believe him. ‘How do I know you weren’t involved?’ Reed exclaims.

‘I won’t even dignify that with an answer’ Doom retorts, exclaiming that he doesn’t have time for questions, only for solutions. Doom reveals that the person they seek is Nick Fury, the former head of SHIELD, causing Reed to ask why, and telling Doom that he knows that is not possible, for Fury was left in another Universe, where the Squadron Supreme live. ‘And there’s no way back there!’ Reed declares. ‘That’s not exactly true’ Doom reveals, asking Reed if he remembers Zarda, the Squadron Supreme’s Power Princess. Zarda, sporting a new costume, steps forward and tells Reed that having to ally herself with this criminal makes her want to retch, ‘But if there’s a chance I can help stop the destruction of your Earth - then I will take us all home!’ she announces.

Meanwhile, high over New York City, Thor, God of Thunder, flies on Pegasus, the winged-steed belonging to his lover and teammate, Valkyrie. Surveying the damage below, Thor exclaims that this is madness. ‘The seas. The very skies defy me!’ he exclaims, boasting that there will be much to answer for by morning, before telling Pegasus to find its mistress. ‘Find Valkyrie!’ Thor shouts. Soon, they approach the remains of the Statue of Liberty, and see Valkyrie’s scantily-clad body, lying motionless by the Statue’s feet. ‘NO!’ booms Thor as he drops down beside his girlfriend. ‘It can’t be! Valkyrie…my love…’ he exclaims as he picks Valkyrie’s unmoving body up. ‘This is wrong!’ Thor exclaims, before shouting ‘Things will change!’ and shoving his sword into the ground, causing energy to crackle all around.

Thor is transported to Valhalla, the mythical land of the fallen, and appears in front of a very evil and very powerful looking woman. ‘HELA! Mistress of the Dead!’ Thor exclaims. ‘I have come for -’ he begins, until Hela interrupts ‘I know why you have come’ she declares. ‘You think that I will be forgiving. That I will return to you the soul of the loved one you lost’. Thor tells Hela to make it quick, as he is needed back on Earth. ‘It’s been torn -’ he begins to say, until Hela interrupts once more, telling Thor that he can leave without Valkyrie, but that this will be his only chance.

Hela tells Thor to pass her challenge to prove that he is worthy of such a gift. ‘Defeat my army of fallen warriors, and you will be rewarded…for a price’ Hela tells Thor, who agrees. ‘FOR VALKYRIE!’ Thor booms as he gets to work, using his sword to cut through the army of decaying warriors that swarm upon him. Though outnumbered, Thor is a powerful, determined being, and the blood of the dead begins to spray everywhere as he fights for his lover, while a grinning Hela watches on.

‘More and more! Bring as many as you can! I will not leave without my lover!’ Thor booms, unaware that one of the skeleton warriors is about to bring an axe down upon his head, until suddenly, a red, white and blue shield slices through the skeleton warrior’s hand, and a friendly voice exclaims ‘Then, maybe you could use some help!’. Thor turns and sees Captain America at his side. ‘Here? How is it possible?’ Thor asks. Cap replies that he doesn’t know. ‘We’ll figure that out when this is over…!’ he exclaims as they continue fighting Hela’s army.

Back at the ruins of the Ultimates’ mansion, Hawkeye tells Hank to put him down. ‘Why? Did you see something?’ Giant Man asks. ‘Just put me down!’ Clint replies. Hank does so, lowering his hand to the ground so Clint can walk off. ‘Clint…’ Hank begins, but Clint tells him to stay here, and that it’s probably nothing. Hawkeye races through the remains of a building, bow and arrows ready, he mutters that it is a bad time to have lost his pistols. Suddenly, Clint goes quiet - ‘Jan…’ he whispers as he comes across a horrific scene. ‘Tastes like chicken!’ the hideous mutant known as the Blob mutters with his mouthful as he devours Janet van Dyne Pym a.k.a. the Wasp. Blood and parts of Jan’s stomach and innards are splattered around as the Blob chows down.

Meanwhile, at Xavier’s Academy, in Westchester, New York, Professor Xavier comes face to face with Magneto! Xavier announces that his X-Men are off retrieving the bodies of their dead friends. ‘Why am I not surprised to find you here?’ he asks Magneto. ‘Because no matter how you deny it, Charles, we’ve always thought alike’ Magneto replies. ‘Never like this, Magneto!’ Xavier retorts. Magneto narrows his eyes, ‘So. We’ve come to that. No longer referring to me by my first name’ he remarks. ‘Why am I not surprised?’ he asks.

‘What do you want me to say?’ Xavier asks. ‘That I agree with this doomsday option? When you know I would stop at nothing to keep you from destroying the Earth and everyone on it?’, Xavier exclaims, adding ‘And for what? Revenge? Because your children Wanda and Pietro were murdered? Do you honestly believe that this will even the scales?’ Xavier asks. Magneto replies that his children’s deaths merely opened his eyes and points out that, after thousands of years, humans have done nothing but destroy this planet. ‘War. Famine. Ecological ruin. When God didn’t like what he’d created he washed it all away in forty days and forty nights. I will do it in three’, Magneto exclaims as he walks around behind Xavier, and putting his hands on Xavier’s shoulders.

‘I’d be stating the obvious by pointing out - you are not God’, Xavier remarks, before telling Magneto that he will be hunted down. ‘And I will lead the charge. No matter what good you think you are doing - you’ll only be remembered as a madman. Like Pol Pot. Bin Laden. Hitler’. Magneto’s eyes go wide, and he grabs Xavier’s head: ‘I knew when I came here tonight, this was inevitable!’ he exclaims as he snaps Xavier’s neck. Xavier’s crumpled body falls to the ground, and Magneto removes his helmet as he stands over Xavier’s body. ‘In the past, you’ve had a hand in every one of my failures. Toppling the best laid plans. It had to stop!’….

Characters Involved: 

Professor X


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


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




Captain Carol Danvers

Power Princess (of the Supreme-Verse)

Doctor Doom


Blob (member of the Brotherhood of Mutants)


Rescue Workers


SHIELD Medical Team

Hela’s Army

Story Notes: 

Hawkeye’s wife (and children) were murdered in Ultimates (2nd series) #7.

The tidal wave took place in Ultimatum #1.

Xavier appeared in the minds of various heroes, announcing that Magneto was responsible for the tidal wave in Ultimatum #1.

In Supreme Power #9, the Ultimate-Verse’s Nick Fury remained in the Supreme-Verse, while that world’s Power Princess journeyed to the Ultimate-Verse. [Note that is the Supreme-Verse’s Power Princess, not the Earth-S’s Power Princess (of the original Squadron Supreme)].

Beast, Nightcrawler and Dazzler were all killed in Ultimatum #1.

The Scarlet Witch and Quicksilver were murdered in Ultimates (3rd series) #1 and #5, respectively. However, Quicksilver was seen alive in Ultimate X-Men #97.

Issue Information: 
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