Ultimatum #3

Issue Date: 
May 2009
Story Title: 
Ultimatum, chapter three: Heaven on Earth

Jeph Loeb (writer), David Finch (artist), Danny Miki (inker), Aspen’s Peter Steigerwald & Steve Firchow (colorists), Richard Starkings & Comicraft (letterers), Joe Sabino (production), Lauren Sankovitch (assistant editor), Mark Paniccia (senior editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher), Alan Fine (executive producer)

Cover: David Finch, Danny Miki & Steve Firchow

Variant Cover: Ed McGuinness, Mark Farmer & Jason Keith

Brief Description: 

Magneto watches countless news reports depicting all the current devastation he has caused, while Mystique rattles off the names of numerous super beings who have been killed. One of the Madrox dupes tries to blow up Magneto and his citadel, but Magneto quickly kills him, much to Mystique’s surprise. At this point, Magneto informs Mystique that he has special plans for her. Elsewhere, Giant Man finds the Blob, who is devouring the Wasp. Incensed, he proceeds to bite the Blob’s head off, much to Hawkeye’s shock. Giant Man then picks up the remains of the Wasp and rushes to the Triskelion in an attempt to save her. Meanwhile, Wolverine and the other X-Men find the bodies of Nightcrawler, Beast and Dazzler. Angel wants to go and kill Magneto, but he is stopped when Marvel Girl discovers that Xavier has been killed. In Valhalla, Thor and Captain America battle their way through Hela’s army, until finally Hela offers Valkyrie back, provided someone take her place. At the Triskelion, Iron Man and Captain Carol Danvers lead SHIELD agents against the barrage of Madrox dupes intent on blowing the Triskelion up. Hawkeye and Giant Man arrive to even the odds, while Giant Man asks Iron Man to take the Wasp and get her inside to an encrypted file called The Jocasta Project. Giant Man then collects the Madrox dupes on his large form and takes to the harbor, where they explode, and Giant Man dies a hero. Elsewhere, Valkyrie returns to life and is found by Iron Man, and Cap wakes in his hospital bed. Valkyrie is upset that Thor is stuck in Valhalla, and Cap is informed about the deaths of Wasp and Giant Man, and vows to collect every hero they can and save the world.

Full Summary: 

‘They’re all dead, Magneto. Dazzler. Beast. Nightcrawler. Drowned. Only Angel survived. An angel amidst all this destruction’ declares…the Scarlet Witch? ‘The Academy of Tomorrow in Chicago destroyed. Emma Frost. Sunspot. Cannonball. Polaris. And the rest of those brats. Confirmed dead by the Madroxes. Only Havok’s unconfirmed. They’re hunting him’ she reveals. ‘Longshot. Forge. Detonator. Hardrive. Found them in the Savage Land. Caught. Tortured. Killed. And my once beloved Charles Xavier is dead. But…you knew that…’

Inside his citadel, floating above the Arctic Circle, Magneto the Master of Magnetism sits on his throne, while a sullen Madrox stands behind him, and the scantily clad apparent Scarlet Witch dotes over her father, stroking his head. A dozen or so monitors line the throne room, all reporting different catastrophes:

…a tidal wave hit New York City at 4:13PM today…

…the death toll well over a million people…

…news coming in of the Academy of Tomorrow…

…eye-witnesses claim to have seen suicide bombers…

…the suicide bombers are said to all look like one man…

…Tony Stark’s famed Manhattan home…

…volcanoes are reportedly erupting in the Amazon…

…Most of Eastern Europe is frozen in ice…

…Earthquakes ravaged the African nation of Wakanda…

…Parliament is the latest in a string of suicide bombings…

‘And you did all of this in my name… Daddy?’ the Scarlet Witch asks. Suddenly, Magneto, clutching Thor’s hammer with one hand, uses his other to grab the Scarlet Witch by her throat and shouts ‘Do not try my patience. Wanda and Pietro’s deaths were only the spark that lit the fuse!’ The “Scarlet Witch” gasps, before her form shifts into her true form - Mystique! Magneto reminds Mystique that, for years, he has let the world see it could be in better hands, but they branded him a terrorist and a madman. ‘And I am quite certain you will agree that I am everything but mad!’ As he drops her to the floor, Mystique replies ’I was only having some fun, Erik,’ to which Magneto informs Mystique that he has plans for her, specifically for her. ‘Do not disappoint me…’ he warns her.

‘What about the rest of us?’ exclaims Madrox, who suddenly reveals that he has a bomb strapped to his body. ‘You’ve killed mutants, Magneto! TURNED ON YOUR OWN PEOPLE!’ he shouts. Magneto turns to Madrox and asks ‘You’re not even Madrox Prime, are you?’ to which Madrox retorts ‘You know I’m not!’ and points out that Magneto has had him in hiding for weeks, making duplicate after duplicate - an army of suicide bombers. ‘And it all stops now!’ he warns Magneto. ‘I think not’ Magneto smirks, before forcing Thor’s hammer into the Madrox dupe, knocking him out the window of the throne room.

Thor’s hammer returns to Magneto moments later, and Magneto exclaims ‘After the great flood, God spared only Noah and his family. He did so because he knew they’d be loyal. They were the last of mankind. Now, I will choose who lives and dies. Those that remain will be grateful. For the will find themselves in…Heaven on Earth…’ Mystique just looks at Magneto with her yellow eyes wide.

Meanwhile, that moment, near the East River in Manhattan. The horrid mutant Blob of the Brotherhood stands over the disemboweled body of the Wasp, his mouth covered in her blood. ‘Get away from her!’ Wasp’s ex-husband Giant Man / Yellowjacket booms as he reaches his massive hand downwards and picks the horrid Blob up. ‘Haw, you can’t move me - I’m the Blob!’ the foul mutant boasts. Hawkeye calls out to his teammate, ‘Let me take the shot!’ as he readies his bow and arrow, but Giant Man brings the Blob up to his face and shouts ‘What did she ever do to you? She was perfect’ he exclaims.

‘Hey, pal, it was nothing personal’ the Blob replies, before Giant Man bites his head off, and spits it out onto the street, near where a shocked Hawkeye is standing. ‘…Hank…’ Hawkeye gasps, before Giant Man tosses the Blob’s body to the side, spitting more blood out of his mouth as he exclaims ‘It was only personal…’

Hank picks up the Wasp’s broken body and tells her that it is going to be fine. But Hawkeye tells Giant Man that the Wasp is not okay, that she is dead. Hank ignores Hawkeye and tells Jan that he can save her, that he can be the hero. ‘All we need is to get you to the Triskelion. They’ve got the equipment to repair you…’ he mumbles as he lumbers away. ‘@#$%. No telling what he’s going to do…’ the handsome Hawkeye mutters to himself.

Meanwhile, in the sewers beneath New York City, the X-Man known as Wolverine trudges through the dirty water – coming to a halt when he finds the body of Kurt “Nightcrawler” Wagner. ‘…Kurt…’ Wolverine whispers as he sees his bloody and broken friend.

On the street above, Wolverine’s teammates - Scott “Cyclops” Summers, Jean “Marvel Girl” Grey, Bobby “Iceman” Drake and Ororo “Storm” Munroe, have found the bodies of two more of their friends - Henry McCoy a.k.a. the Beast and Alison “Dazzler” Blaire. ‘Oh…God…’ Cyclops utters as he and the others look upon Warren “Angel” Worthington, who is kneeling beside their dead friends, in amongst the destruction, while a light from the x-jet shines down on him. Angel declares that he found Henry twenty something blocks from there, lodged in a store front. ‘And Alison…’ his voice trails off, while Scott assures him that, as soon as they find Kurt, and get them back to the mansion, they will regroup.

‘No. I’m going after Magneto!’ Angel snaps. Scott tells Warren that he knows he is hurting, as they all are – but Warren interrupts, telling Scott that he knows nothing about his feelings. Motioning to Jean, Warren declares that Scott can crawl into bed tomorrow with the love of his life. ‘And I’ve got nothing to live for!’ he shouts. ‘Dude. We’re all in this together -’. ‘Warren…’ Jean begins, when suddenly, Wolverine, carrying Nightcrawler’s body, surfaces: ‘HEY!’ he shouts, reminding his teammates that they have enough going on without fighting with each other. ‘And you ain’t going up against Magneto all by yer lonesome’ he tells Warren, who replies ‘Like Hell I’m not!’ and takes flight.

Warren is quickly pursued by Storm, who reminds him that Magneto is causing devastation worldwide, and that they will go after him when they will have everyone with them. ‘The X-Men. The Ultimates. The Fantastic Four,’ she points out. Ororo tells Angel that he might think he has nothing left to live for, but that she is not letting him to there just to get himself killed. ‘Not when we all love you’ Storm adds, before telling Angel to come with them. ‘Xavier knows more about Magneto than anybody -’ Storm begins, before suddenly, Jean screams, and psychic energy bursts around her. ‘Charles… Professor Xavier… I tried reaching out to him… he’s dead!’ Jean announces, before collapsing into Cyclops.

Meanwhile, in Valhalla, the mythical land of the fallen, were Captain America and Thor of the Ultimates are battling side-by-side against Hela’s army of fallen warriors. ‘Fight on, Captain!’ Thor urges. As he hacks away at the skeletal warriors with an axe, Captain America replies that he is, but that it seems like every time one of the creatures falls, four more take its place. Shoving the axe into another warrior, Cap declares that he doesn’t know how he got here, ‘But, if this is the land of the dead…’ his voice trails off, before Thor, slicing his way through the warriors with a sword, replies that Valhalla is neither Heaven nor Hell, and assures Cap that when they are done here, he will return home.

‘I don’t see how you’re going to make good on that - but I’ve learned that doubting you is a bad thing’ Cap replies as warrior blood splatters around him. Thor declares that this is nearly the last of the dead army, and shouts ‘HELA, SHOW THYSELF!’ An astral image of Hela’s face appears in the hazy “sky” above, ‘No need to raise they voice, Thunder God. In my home I am everywhere!’ Hela points out, before materializing several feet away, with the unmoving Valkyrie in front of her. Smirking, Hela points out that, as Thor has defeated her army, he is proven worthy of her gift. ‘I now return your love to you’ she declares. ‘What game is this? Valkyrie still lies dead!’ Thor shouts.

‘Yes and, as you’ll recall, I said you could leave with her for a price’ Hela reminds Thor. ‘Then, name the price!’ Thor replies, while Captain America tells him to be careful. ‘If I allow one to leave this land - another must stay in her stead!’ Hela replies, telling Thor that this surely must not come as a surprise. Captain America offers to stay. ‘For all we know, that’s why I’m here’ he tells Thor, but Thor replies ‘I cannot ask this of you.’ But Captain America reminds Thor that he came here to save Valkyrie’s life. ‘Does it make sense for her to go back and you’re not with her?’ he asks, while an image of a skull forms in Thor’s eye…

Back on Earth, at the Triskelion, SHIELD’s base of operations in Lower Manhattan, where Iron Man and Captain Carol Danvers, Director of SHIELD, are leading the fight against the Madrox dupes. Flying two of them up into the air, Iron Man radios to Carol, telling her that they are going to need back-up, as there is too many of them. ‘What the Hell is Magneto thinking?’ he wonders. Carol fires her machine gun at the Madrox dupes, hitting numerous dupes straight in the head. ‘I don’t care what he thinks, Tony. I’m protecting this building – particularly with Cap lying up there in the hospital’ Carol replies.

Throwing the two Madrox dupes into the air, where their bombs explode. ‘For the glory of Magneto!’ one of the Madrox dupes shouts as he unexpectedly takes hold of Carol, and is about to press down on his detonator - when an arrow is fired through his head. ‘Glory that - you multiple jackass!’ Hawkeye shouts. Iron Man flies over to Giant Man, and, seeing the Wasp in his hand, asks him what happened. ‘Get her inside, Tony. There’s an encrypted file marked ‘The Jocasta Project’ Hank replies, assuring Tony that he will take care of the rest, as tears fall from beneath his mask.

‘Everyone of those men has a bomb!’ Iron Man explains to Hank, who shouts once again for Jan to be taken inside, before he drops to the ground, squashing a dozen or so of the Multiple Man dupes with his arm. ‘That’s it… all of you… BRING IT!’ Hank shouts as the Madrox dupes begin climbing onto him. Hank gets back up to his feet and begins walking to the edge of the Triskelion. ‘Hank – what the @#$% are you doing?!’ Hawkeye shouts. ‘What needs to be done’ Hank replies, before asking Clint to keep Jan safe. ‘But… she’s dead’ Hawkeye replies. ‘And people say I’m crazy…’ he mumbles to himself.

Trudging into Manhattan Harbor, some of the Madrox dupes fall off Giant Man, while Iron Man flies out after him. ‘Get away from me, Tony!’ Hank shouts. ‘I’ve made a lot of mistakes in my life – this isn’t one of them!’ he assures his teammate. ‘Tell Jan… I’m sorry… and I love -’ Hank doesn’t get to finish his sentence, as he explodes in a massive burst of flames, as the Madrox dupes’ bombs go off.

Nearby, on Liberty Island, ’THOR!’ Valkyrie gasps as she sits up from the ground, where, until moments ago, she lay dead. Gazing out at the fire on the harbor, Valkyrie wonders how Thor could stay there, when Iron Man calls out to her. Instinctively, Valkyrie raises her sword, but Tony tells her to take it easy, and asks her how she ended up way out here. ’Tony? Oh… no… Tony… Thor’s dead!’ Valkyrie exclaims. ’WHAT?’ Tony replies, before Valkyrie explains that Thor sacrificed himself for her. ’And Cap. He was there too…’ Valkyrie adds. ’Are you sure?’ a confused Tony asks. ’Why would you even ask that?’ Valkyrie snaps back, before Iron Man informs her that Cap is lying in the Triskelion hospital, and that he has been with him the entire time. ’I happened, Stark. And I’m going to kill Magneto for it!’ Valkyrie replies.

In the infirmary, Captain America sits up in his bed, ‘THOR!’ he shouts, before looking up and seeing Iron Man, Hawkeye and Valkyrie standing nearby. ’I’m… back’ he whispers, to which Clint asks him what he means by that. ’You’ve been sitting out the action -’ Clint begins, until Cap grabs him and declares that he would be dead if it weren’t for Thor. ‘He gave up his life to save mine!’ he exclaims. ‘I’ve got news for you. He’s not the only one. Hank Pym died tonight saving your sorry ass… that’s right. The guy who hated you almost as much as you hated him,’ Clint informs Cap. Captain America asks why Hank would do that, to which Hawkeye reveals that the woman that both of them loved is dead.

‘Jan…’ a shocked Cap whispers, before picking up his shield, and standing alongside his teammates, Cap announces that they are going to find every available hero. ‘It’s time to save the world!’

Characters Involved: 

Angel, Cyclops, Iceman, Marvel Girl/Phoenix, Storm, Wolverine (all X-Men)

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

Captain Carol Danvers

Bodies of Beast, Dazzler, Nightcrawler, Wasp


Blob, Madrox, Mystique (all Brotherhood)



Hela’s Army

Story Notes: 

Beast, Nightcrawler and Dazzler drowned in Ultimatum #1.

The Academy of Tomorrow class were found dead in Ultimate X-Men #100. Only Emma Frost, Polaris and Sunspot were clearly shown amongst the dead, while Cannonball was named this issue. “And the rest of those brats” could refer to Cypher, who was also a resident at the Academy of Tomorrow, but likely excludes Northstar, as it was not confirmed he returned there after losing the use of his legs during Ultimate X-Men #94-97.

Xavier was murdered by Magneto in Ultimatum #2.

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.

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

The Scarlet Witch and Xavier were not lovers – Mystique and Xavier were.

Hardrive is a little-seen member of the Brotherhood from Ultimate War #1, who is likely to be a version of Mainframe from the 616 universe.

In the 616 Universe, Jocasta was created as a “bride” for Ultron, with brain-patterns based on those of the Wasp.

Issue Information: 
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