Ultimatum #5

Issue Date: 
July 2009
Story Title: 
Ultimatum, chapter five: The Ugly Truth

Jeph Loeb (writer), David Finch (artist), Danny Miki (inker), Aspen’s Peter Steigerwald and Guru eFX (colorists), Richard Starkings & Comicraft (letterers), 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

R.I.P. Variant Cover: Gabriele Dell’Otto
Dedicated to Brian Michael Bendis, Mark Millar, Bill Jemas and Joe Quesada: “Who started it all”.

Brief Description: 

Wolverine attacks Magneto, prepared to die if it means killing him, but Magneto takes control of Iron Man and Cyclops’ power and forces them to use their abilities to kill rip Wolverine apart. Hawkeye and Storm manage to take Cyclops and Iron Man out, but it is too late, as Wolverine is a pile of bones and blood. However, Wolverine’s remains give Magneto one last attempt, and he manages to shove a set of claws into Magneto’s chest. This results in Magneto tearing Wolverine apart by ripping out his adamantium skeleton. Colossus and the Hulk tear through the citadel’s engines, until they are attacked by Mystique. Hulk attempts to eat Mystique, but Sabretooth arrives and the two escape, though not without Mystique setting the detonator on her flame thrower, which goes off moments after she and Sabretooth fly out of the citadel on a hang glider. Slumped over his throne, Magneto removes Wolverine’s claws from his chest, when he is visited by Nicky Fury, Mister Fantastic, Dr Doom and Power Princess. Fury has important news for Magneto, and with Jean Grey opening up their minds, Magneto is shown important information that Fury has - that mutants were made by men, not created by God. This seemingly drives Magneto mad, and after he is forced to fix the magnetic poles, which he cannot do, he claims that Xavier will forgive him. Cyclops reminds Magneto that he killed Xavier, before blowing Magneto’s head apart with his optic power. The remaining heroes gather themselves and depart the asteroid citadel, just as it plunges to the icy water below. Three days later, countless humans protest against mutants outside Senate House, while Cyclops tries to speak to them, revealing to them that the Senate is voting on whether all remaining mutants should be made to surrender themselves to the United States Government. Cyclops is then suddenly killed - his head shot open. The remaining X-Men are powerless to do anything as their leader is killed. In Latveria, Doom ponders his next move, while Namor remains his prisoner - until the Thing arrives and crushes Doom’s head in his hands, making Doom pay for his involvement in the Ultimatum. Finally, Quicksilver arrives at a small cottage in Wundagore, where Mystique and Sabretooth are also holed up. He reveals to a mysterious woman in the shadows that Cyclops has been assassinated - that he did it with the same bullet that the Scarlet Witch was shot by. Quicksilver and the woman discuss their next move, and Quicksilver, holding Magneto’s helmet, boasts that his father may be gone, but that his dream lives on….

Full Summary: 

Magneto’s citadel, above the Arctic Circle: ‘All the other times we’ve fought, I guess I held back. Can’t kill you if I’m not willing to die. Today…? I’m willing to die!’ Wolverine snarls as he stands before Magneto, suddenly lunging at him and drawing blood when his powerful adamantium claws slice across Magneto’s chest. Wolverine exclaims that Magneto has murdered millions of people - humans, mutants, heroes, villains - it makes no difference. ‘Friends. Charles Xavier!’ Logan exclaims.

Standing nearby are Wolverine’s teammates - Jean Grey and Cyclops. Jean psychically tells Cyclops that she is in Wolverine’s head. ‘He’s going to do it. He’s going to kill him…’ she reveals. ‘Then, maybe that’s how this has to end, Jean’ Cyclops replies. ‘Think you’re God? That you’ll destroy the Earth and make it over in your image? I got news for you…if you’re God…then God is DEAD!’ Wolverine shouts as he forces Magneto to the floor and lashes out with his adamantium claws.

Magneto uses his control over metal to push Wolverine back towards Jean, Cyclops, Storm, Iron Man and Hawkeye. ‘I won’t be judged by someone less than a man - and no more than an animal!’ Magneto declares, asking ‘Do you honestly believe you can stop me? You can’t even stop yourselves. An open visor. An iron man’ Magneto exclaims. ‘My eyes!’ Cyclops gasps as his powerful optic blast pours from his visor. ‘Armor override now. Dammit!’ Iron Man mutters as he cannot control his power. Both Cyclops and Iron Man’s powers are directed at Wolverine - ‘NO!’ they both scream as Wolverine is ripped apart by the force of their abilities. Storm begins to cry, Hawkeye remains stern, while a look of horror spreads across Jean Grey’s face, before she drops her face into her hands, unable to look at her former lover being torn apart.

Hawkeye suddenly fires an arrow at Cyclops, knocking off the visor. ‘Hawkeye - stop!’ Jean exclaims into the archer’s mind. Hawkeye tells Jean to get out of his head. ‘I only creased your boyfriend to shut him down. I could’ve done much worse’ he remarks. Storm apologizes to Iron Man as she blasts him with a lightning bolt, shutting his armor down. Magneto stands over the smoldering remains of Wolverine and remarks that despite Wolverine’s mongrel instinct to survive, it is too late. ‘You killed Wolverine!’ Magneto booms, when, suddenly, the bones and blood leap upwards - ‘Not yet’ Wolverine snarls as he shoves his claws through the front of Magneto’s chest, and out the other side.

‘Then. Die. Now!’ Magneto booms as he rips Wolverine apart - while Wolverine’s claws still stick through his chest. Moments later, all that remain of Wolverine are a few broken bones, lying before the five remaining heroes. ‘Logan…’ Storm whispers. Cyclops puts his visor on while Jean looks away as Iron Man crouches down and whispers ‘Omigod…he tore the adamantium off of his skeleton!’.

Elsewhere, in the lower levels of the citadel, ‘Hulk listen to Jean Grey! Smash engines!’ the behemoth known as the Hulk booms as he follows Colossus through the lower levels, both of them using their incredible strength to smash up the citadel’s engines. Colossus remarks that he would rather be up with his teammates, ripping into Magneto. Suddenly, Mystique appears, remarking that she doesn’t think Magneto would care much for that. ‘Your deaths, on the other hand…’ she adds before firing a flame thrower at Colossus and the Hulk, who are not overwhelmed by the flames. Instead, the Hulk snarls ‘Hulk EAT blue lady!’. ‘Oh, @#$%!’ Mystique whispers.

Colossus reaches Mystique first though, and asks her how she could have followed Magneto. ‘Listened to the hate - the madness -’ suddenly though, ‘Time to go!’ Sabretooth exclaims as he grabs Mystique from behind, and pulls her away from Colossus. The bomb on Mystique’s flame thrower signals that it has ten seconds to go, as Sabretooth and Mystique hang-glide from the citadel, out into open air. Mystique asks ‘Where’s Magneto?’ to which Sabretooth asks her if she left her weapon. ‘Counting down. A full clip was left’ Mystique replies. ‘That should do it’ Sabretooth snarls, as the bottom of the citadel explodes a second later.

Meanwhile, Magneto lies against his throne, a trail of blood revealing his path. ‘Damn you, Logan’ Magneto whispers as he slowly pulls Wolverine’s three claws from his chest. ‘I’ll kill every last bit of you…down to the blood cells…even the maggots won’t want you’ Magneto exclaims. Suddenly, ‘You screwed up, Erik!’ a voice exclaims. ‘You screwed up and now you’ve got to make things right’. Magneto turns and sees Nick Fury, flanked by Mister Fantastic, Victor van Damme and Power Princess of the Supreme-Verse.

Fury points a small gun at Magneto and remarks, ‘It’s like I told Doom here months ago when we were allies. Every single one of you has a weakness. Something I keep as my ace in the hole in case you get out of hand. And you got way out of hand!’ Fury declares. ‘I do not…will not…answer to you!’ Magneto retorts. ‘Not me. Or any of us standing here. You’re gonna answer to…Jean Grey!’ Fury booms.

Jean Grey - possessor of the Phoenix - walks past Mister Fantastic and Dr Doom: ‘Fury says you have things to learn. Secrets’ Jean remarks. ‘You think you can rape my brain?’ Magneto asks, reminding everyone that Xavier tried that and failed. ‘I didn’t come all the way back here to change your mind’ Fury replies. ‘I came here to open it!’. With that, Jean places her hands on Magneto and Fury’s heads and opens Fury’s mind:

(Inside Fury’s Mind)

‘We created new life. A new species’ Fury was told. ‘New species of what?’ came Fury’s reply. ‘Homo superior. Mutants. We created them. Right here. We did it. It’s all here!’ he was told. ‘Man created mutants? Burn this place. Everything and everyone!’ Fury ordered.


‘Man and mutant. It made things so black and white for you!’ Fury tells the horror-stricken Magneto, blood dripping from his nose. ‘Everything wrong in your life. Everything. Was because of us humans. Homo. Sapiens. So…what if you - by playing God - could change all that? Wash away all those...inferiors?’ Fury remarks, telling Magneto that there is one problem with that - the truth. ‘Mutants weren’t chosen by God!’. Fury declares that mutants were not genetically gifted, or aberrations either. ‘They were made in a laboratory. By a crazy ass doctor who thought he could change the world. Ordinary men who were used like lab rats to be super-soldiers. That’s all you are, you bastard!’ Fury shouts.

‘Just a man. No different from the millions you killed thinking you’d be making the world a better place! A self-loathing. Self-destructive. Homo. Sapien’. Fury adds that it was his sin that he kept hidden, which made it his responsibility to show Magneto the truth. ‘The ugly truth!’. Magneto begins to cry - his face stained with blood and tears: ‘What…what have I done?’ he whispers. Mister Fantastic tells Fury that he shifted the magnetic poles. ‘The Earth is off its axis. It has to be repaired!’ he exclaims. Magneto replies that he doesn’t know if he has the strength, but Mister Fantastic suggests he find the strength.

Power ebbs and flows around the Master of Magnetism, and moments later he replies that it is done. ‘I can’t undo the damage…but the danger has passed…’ Magneto announces. Cyclops arrives and puts a hand on Magneto’s shoulder: ‘Let me help you, Erik. Just like Charles did for you all those years…’ Cyclops offers. ‘Charles? Charles will understand. Charles will forgive me…’ Magneto exclaims. A stern Cyclops reminds Magneto that Charles Xavier is dead. ‘You killed him with you own hands. There’s no one left to forgive you’ Cyclops tells him. ‘AND NO ONE EVER WILL!’ he shouts as he unleashes a powerful optic blast - at close-range, it rips Magneto’s head apart, with Jean, Fury and the others stand and watch the destruction of Magneto.

Cyclops takes Jean in his arms, and moments later, Colossus, the Hulk, Captain America and Iron Man arrive. ‘Hulk is hungry’ the behemoth announces. ‘Boys and girls. The bus is leaving. Party’s over’ Fury announces. Moments later, the survivors depart the citadel in a jet - and just in time too, as Magneto’s citadel plummets to the icy waters below. There is no one left to notice, in the waste, a hand with three metal claws attached to it swallowed by the rubble….

Eight days later…outside the United States Senate Building, in Washington, DC. Thousands of people have gathered with one thing on their mind - and voice - ‘NO MORE MUTANTS!’ they shout, carrying signs like “Die Mutie Scum”. “Mutant Plague” and “Sentinels are the Answer”. Their hateful cries are broken by the sound of one man: ‘My name is Scott Summers. And I’m a mutant!’ Cyclops announces as he stands on a podium before Senate Building. Dozens of SHIELD agents surround him, while Colossus and Storm stand beside him, and Carol Danvers of SHIELD remains nearby.

Cyclops declares that their world suffered a terrible tragedy. ‘It was caused by a mutant. Because of him…there are so few of us left…his name was Magneto. He was a known terrorist. And now he’s dead. But the damage he did - all the death and destruction - it can never be forgotten’. ‘BURN In HELL!’ a protestor shouts. Jean and Rogue are standing in the crowd of people, and Jean remarks that she should be up there with Cyclops. Rogue reminds Jean that is not what Scott wanted, and that he didn’t eve want Colossus or Storm up there too. ‘What if something happens…?’ Jean whispers.

‘But. Maybe. One day. What can be forgotten is the lie that all mutants are evil’ Cyclops declares to the crowd. ‘This isn’t fun. You said it would be fun, Kitty’ the Human Torch remarks to Shadowcat as they stand in the crowd also. ‘I said it would be important, Johnny. That can sometimes be fun’ Kitty replies. ‘You sound like my sister’ Johnny snarls. ‘We are here because history is about to be changed. Because freedom is about to be changed’ Cyclops tells the crowd. ‘A vote is being taken in the Senate which will make it so all mutants must surrender themselves to the United States Government - or they will be hunted down and shot on sight!’.

With those words, there is a BOOM - and Cyclops’ head is blast apart. Blood splatters backwards, and Colossus and Storm drop down to help their friend. ‘Get the crowd back! AND FIND THAT SHOOTER!’ Carol Danvers booms. The SHIELD agents leap into action, pushing the protestors back, while Rogue holds Jean back, despite Jean’s protests, exclaiming that Scott needs her. ‘No. He needs to know that you are safe!’ Rogue exclaims, reminding Jean that Scott made her promise. ‘You promised that no matter what happened, you would stay out of harm’s way!’ Rogue exclaims.

Up on the stairs, Strom covers Cyclops’ face with her scarf. ‘Peter…he’s…Scott’s…’ Storm utters. ‘I know…’ Colossus replies. ‘When is this going to stop? When is this going to stop?’ Colossus asks, when suddenly, Carol Danvers and several SHIELD agents surround them. ‘I need you all to come with me. Please’ Carol tells the X-Men. Storm asks Colonel Danvers not to point those guns at them, while Carol tells Colossus not to even think about armoring up. ‘Don’t make this any worse than it has to be!’ Carol tells them. ‘How can it get any worse?!’ Colossus shouts.

In the slowly dispersing crowd, Iceman rushes towards the podium. ‘What do you think you’re doing?’ Kitty asks. ‘I’m going to help!’ Iceman replies. ‘No! You can’t leave me! You can’t leave me…not like everybody else does…’ Kitty whispers. And during the confusion, no one sees someone speed through the protestors….

Meanwhile, inside Castle van Damme in Latveria that night, Doom sits on his throne, while Namor is held prisoner in a tank nearby. ‘And so it ends…I have so little to show for my part in all this...except you, Namor. The last prisoner’ Doom remarks, when, suddenly, the door swings open, and a large cloaked figure enters. ‘How did you get in here!?’ Doom shouts. ‘Reed told me what ya did. Pushing Magneto’s buttons. Killing his daughter. Making it so he’d go to war. Thinking you get all the leftovers. Acting like the world was yours to play with’ the new arrival remarks to Doom.

‘You dare!’ Doom shouts as he unleashes a blast of energy at the intruder. But that does nothing save shred the intruder’s cloak - revealing his rocky form - it’s the Thing. ‘Yeah, I do, Vic. And you know why I’m here. With you doing who knows what with Namor there’ the Thing exclaims. ‘This is my home. Leave now. Or I will destroy you’ Doom warns Thing, while Namor watches the scene play out before him. ‘Reed doesn’t have the stomach for it. But, ya gotta pay for what you did. How everything that happened…it was all your fault!’ the Thing exclaims as he places his large rocky hands on Doom’s head. ‘Nooo - ackkkk…’ Doom mutters as the Thing crushes Doom’s head. Namor lets out a shocked gasp, while Thing looks at his blood-covered hand. ‘You hadda pay for what you did…’.

Meanwhile, in the fabled land of Wundagore, hidden in the Bavarian Alps. Something - someone - speeds up the side of a mountain and into a small cottage. It’s done!’ he announces, holding a bullet in his hand, he reveals that Cyclops has been assassinated. ‘I pushed this through his brain. The same bullet they shot the Scarlet Witch with…I thought you’d appreciate the irony’. Another voice asks if there were any problems, to which the first replies ‘No. It was quick’ as he holds up Magneto’s helmet - it is his son, Quicksilver.

Sabretooth and Mystique stand at the rear of the cottage, by the fire, while a mysterious woman stands in the shadows. ‘Good, Pietro. When the time is right, we’ll start over again without anyone to oppose us!’ the woman exclaims. ‘It is as it should be. As you planned’ Quicksilver replies. ‘He’d grown soft. Complacent. Much as it pains us to admit it. Only when he believed I had died…that he had lost his children…did he do what was necessary’ Quicksilver remarks. He declares that Magneto’s vengeance cleared the path for a better world. ‘My father is gone now…but his dream lives on…’.

Characters Involved: 

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


Captain America, Hawkeye, Iron Man (all Ultimates)

Human Torch, Mr Fantastic, Thing (all Fantastic Four)



Colonel Carol Danvers

Nick Fury

Power Princess (of the Supreme-Verse)


Mystique, Quicksilver Sabretooth (all Brotherhood)

Unidentified Woman

Dr. Doom



Inside Fury’s Mind:

Nick Fury

Abraham Erskin

Story Notes: 

Sabretooth was badly injured by Hawkeye in Ultimatum #4. Clearly he got better.

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

This issue comes with an “In Memoriam: Honoring those who died in Ultimatum” page, listing the following characters as deceased: Angel, Beast, Blob, Cannonball, Captain Britain and the European Initiative, Douglas Ramsey, Cyclops, Daredevil, Dazzler, Detonator, Forge, Emma Frost, Hardrive, Juggernaut, Longshot, Lorelei, Madrox, Magneto, Nightcrawler, Polaris, Psylocke, Hank Pym, Wasp, Dr Franklin Storm, Dr Strange, Sunspot, Syndicate, Thor, Toad, Dr Droom, Wolverine, Professor X.

It lists as “Missing in Action”: Firestar, Havok, Spider-Man.

“The millions of people who lost their lives in New York City, Latveria, London, Wakanda, the Savage Land and throughout the world”.

Notably absent from this issue, and from the “In Memoriam” page, is Valkyrie, who was seemingly injured by Magneto in Ultimatum #4, but not depicted or mentioned in Ultimatum #5. Not listed as deceased, she is presumably fine.

Ultimate X-Men: Requiem acts as a conclusion to the Ultimate X-Men’s part in Ultimatum.

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