Ultimatum - X-Men: Requiem

Issue Date: 
September 2009
Story Title: 

Aron E. Colette (writer), Ben Oliver (artist), Edgar Delgado (colorist), Comicraft’s Albert Deschesne (letterer), Mark Brooks (cover artist), Rev. Paul Acerios (production), Lauren Sankovitch (assistant editor), Mark Paniccia (senior editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher), Alan Fine (Executive Producer)

Brief Description: 

SHIELD Headquarters, where Director Carol Danvers complains that she is left to clean up the mess of Ultimatum, and vows that the mutants will be dealt with. At the same time, Shadowcat breaks into SHIELD Headquarters and steals the only remaining piece of Wolverine - an arm and his claws. At Xavier’s School, only Marvel Girl, Rogue and Iceman remain, preparing for the burial of their deceased teammates and associates. Iceman then freezes the entire mansion, and shatters it. While digging one of the graves, Rogue is knocked out by an unseen assailant. Shadowcat arrives and gives Marvel Girl Wolverine’s remains, explaining that she saw a SHIELD file which said Wolverine cannot be cloned from this. At that moment, the unseen assailants reveal themselves as surviving Brotherhood members Mystique and Sabretooth, along with a creation of Magneto’s called Assemble, which combines parts of various members of the Ultimates. They discuss the post-Ultimatum status of mutants, and Mystique suggests that they join together, but Marvel Girl isn’t interested, and blames Mystique for sitting by and letting Magneto get away with as much as he did. The mutants begin battling, with Marvel Girl taking on Mystique, Shadowcat and Sabretooth fighting, and Iceman left to deal with Assemble. Shadowcat skewers Sabretooth with Wolverine’s claws, while Captain America arrives to pay his respects to the deceased - and upon his arrival, decapitates Assemble, while Marvel Girl takes down Mystique, and Rogue regains consciousness. The remaining deceased are buried, and Shadowcat, Iceman and Rogue all leave, while Jean carves a memorial stone near the unmarked graves.

Full Summary: 

Triskelion, SHIELD Headquarters, where Director Carol Danvers strides down a corridor, accompanied by a SHIELD officer, she declares ‘Can’t believe this nightmare I’m @#$%$ trapped in’, before asking the officer to excuse her language. ‘Magneto destroys the world. Nearly. And who has to clean up the mess? Me. Carol Danvers, Director of SHIELD. Not a maid. They might as well hand me a mop!’. Carol remarks that they would not have treated Fury like this. ‘They would’ve told Fury to kick some ass and take some names. Because someone’s gotta pay. Someone’s gotta @#$%$ pay’.

Continuing down the corridor, Carol and her colleague do not notice Katherine “Kitty” Pryde, a.k.a. Shadowcat - formerly of the X-Men, phase through a wall - then run through the corridor and phase through another wall. ‘And just cause Magneto’s dead doesn’t mean they’re off the hook’ Carol remarks. ‘I’m sorry, Director - who?’ Carol’s colleague asks. ‘Have you been listening to a thing I said? Mutants. Mutants are gonna pay for this!’ Carol declares. ‘And that’s a good thing?’ the officer asks. ‘No’ Carol replies, but points out that is what happens. ‘Tragedy needs an enemy. Goat’s gotta be sacrificed. It’s just what happens’ she remarks, before turning to the wall that Kitty phased through. ‘What? What’s wrong?’ the officer asks. ‘Nothing. I don’t know. I thought I heard something. Hearing things now. Great!’ Carol mutters.

On the other side of the wall, Kitty swipes a security access card from an officer chatting to another, before entering a room where an officer sits at some monitors. Kitty smiles, before an officer calls out to her: ‘Hey!’, causing Kitty to spin around. ‘Ah -’ she exclaims as the officer points his weapon at her face. ‘Hands where I can see them!’ the officer exclaims. ‘Yeah - that’s not gonna help’ Kitty replies. ‘That so?’ the officer asks. ‘That is so, because I’m about to go full Gingerbread Man!’ Kitty exclaims as she becomes intangible, and runs away, with bullets passing through her.

Kitty swings on a pipe, then dives into the floor, passing into the room below. ‘Gotcha!’ she exclaims as she sets her eyes upon the only remaining part of Wolverine - his adamantium-laced arm and claws.

Meanwhile, in Salem Center, New York, at the home of the X-Men - or rather, what’s left of them. Rogue stands before a large tree, and tells it that she has nothing against it, and knows it is older then her, and beautiful - all of that. ‘And I can’t count how many times I’ve sat in your shade. Fallen asleep against your trunk. But I got a job. So if you have any last words, say them now’ Rogue tells the tree. A single leave passes Rogue, who catches it in her hand. ‘Sorry, buddy. Tears arent gonna work on me’ Rogue remarks. ‘Not today. We gotta make room!’ she exclaims as she uses her incredible strength to lift the tree right out of the ground, and tosses it into a pile of other uprooted trees.

Jean Grey - a.k.a. Marvel Girl approaches Rogue and asks her how it is going. ‘Last one’ Rogue replies. ‘That was fast’ Jean tells her. ‘Bonus to having absorbed Juggernaut’s strength’ Rogue tells Jean, who asks Rogue to come along, as Bobby is waiting. Jean telepathically contacts Bobby “Iceman” Drake and asks him if he is ready. Holding up a baseball, Bobby replies ‘Yeah. I mean no. No, Jean. Can’t Rogue do this?’ the young mutant asks. ‘I’ve done my part’ Rogue replies as she and Jean approach Bobby. ‘We need you’ Jean tells him. Bobby folds his arms and tells the girls that he should stay here. ‘It’s important that I stay here’.

Jean remarks that there are not many of them left. ‘We all have to do our share. Rogue’s cleared the field. You’ve done a great job with the morgue here. But it’s time to finish this’ Jean adds, holding up the visor of her dead boyfriend and teammate, Cyclops. ‘It’s time to say goodbye’ Jean exclaims, kneeling beside the body of Cyclops, laid out alongside several deceased X-Men - Angel, Beast, Psylocke, Dazzler, Nightcrawler and their founder, Professor X - along with Emma Frost and four of her Academy of Tomorrow students - Polaris, Cannonball, Cypher and Sunspot, and the Juggernaut, who was killed in battle at Xavier’s school.

Jean, Rogue and Iceman look at their home - the mansion, and Iceman declares that this isn’t right. ‘Just get it over with. Like ripping off a band-aid. A very, very big band-aid’. ‘Geez, dude. Do you even have an inch of regret? Or emotion?’ Bobby asks his ex-girlfriend, before he freezes the entire mansion. ‘This was Xavier’s home. It took him years to build!’ he points out. ‘It takes me seconds to destroy it. It isn’t right. It’s…it’s just not!’ Bobby exclaims as the mansion shatters, and crumbles in a dripping pile of ice. ‘It’s not our home. Not anymore’ Jean remarks, before Bobby asks ‘So, what now?’. ‘Now we dig’ Jean tells him.

Shortly, Rogue scoops up piles of dirt with the shovel off a bulldozer. ‘Says I don’t have an inch of emotion. Everyone mourns in their own way. Twerp. Can’t believe I ever kissed him’ Rogue mutters, when, suddenly, Gambit appears. ‘You kissed another man?’ he asks. ‘Guess I shoulda known you was gonna move on. Eventually’ he remarks. ‘Remy? But you’re…?’ Rogue gasps. ‘Dead. Seems to contagious!’ Gambit remarks, before Rogue is shocked with electrical energy, and falls into the empty grave she has just been digging. A voice suggests that they should bury her, but someone else remarks that they just needed her out of the way.

Jean uses her telekinesis to lower the earth back onto a grave, when a voice remarks ‘That’d be cool if it wasn’t so morbid’. It’s Kitty Pryde, who carries a sack, and asks Jean why she is only doing one grave at a time. ‘Figured you could do the whole lot’. Jean ignores the question, simply asking Shadowcat ‘Did you get it?’. ‘Yeah’ Kitty replies. ‘Did anyone see you?’ Jean asks. ‘Maybe. No. I don’t know’ Kitty exclaims. ‘Kitty’ Jean mutters, before Kitty sets the sack down and remarks that just because she doesn’t make a sound when she walks, it doesn’t make her a ninja. ‘Stealth was his job’ she points out.

Jean opens the sack, and pulls out the bone and claws belonging to her ex-boyfriend. ‘Maybe this is a mistake. Someone could find it. Clone it or worse’ she points out. ‘They can’t’ Kitty exclaims, revealing to Jean that she saw some SHIELD files which said SHIELD already tried. ‘Those jerks’ Kitty adds, before explaining that whatever Magneto did, it killed all Wolverine’s cells. Logan’s gone, Jean’ Kitty adds.

Suddenly, a voice exclaims ’Wah. Wah. Wah’, and standing before Jean and Kitty are Mystique and Sabretooth - constant thorns in the X-Men’s side - along with a being called Assemble who is large and dead-looking, wearing a costume similar to Captain America’s. ’I thought you all were supposed to be the X-Men’ Sabretooth snarls. ’The hell you think you’re doing here?’ Shadowcat snaps, angrily. Mystique assures them that they come in peace. ’Seriously’ she tells them, before pointing out that after everything that has happened, it is not going to be safe for any of them. ‘You think?’ Jean retorts, while Mystique declares ‘They’re gonna come after us. You know that. You hear their thoughts. Why do you think Magneto cobbled this guy together?’ Mystique asks, motioning to Assemble. ‘It’s time we had our own Ultimates’ Mystique adds.

‘What’re they doing here?’ Iceman asks as he joins his friends. ‘Groveling’ Kitty replies, while Jean tells Mystique that she showed a funny way of teamwork by knocking out Rogue. Mystique replies that Rogue as a temper, that she would not have understood and punches would have been thrown. ‘I was hoping you’d be more civil. If I had a hat, it’d be in my hand. Okay?’ Mystique adds, before declaring that they have to stay together. ‘All of us. Post-humans. Mutants. We’ve gotta have each other’s backs. You understand the need. The, you know, the necessity. It’s time to start again. A new - team’.

Mystique tells Jean that she cannot ignore this. ‘It’s what the X-Men are for. Isn’t it? I mean, isn’t it?’ she asks. ‘It is’ Jean replies, her eyes flaring up. ‘You can’t blame us for Magneto. Can you?’ Mystique asks. ‘I can’ Jean tells her, remarking that Mystique watched while Magneto killed millions. ‘While he destroyed lives and ruined families. Our family’. Jean adds that Magneto is a murderer, but that Mystique could have stopped him, and didn’t. ‘You just…you didn’t. You’re worse than Magneto. You’re cowards’ she tells Mystique and Sabretooth. ‘So…that’s a “no”?’ Sabretooth asks.

Jean responds by informing Mystique and Sabretooth that they are being taken into SHIELD. ‘You can rot in their torture chambers’ she adds, pointing out that mutants like Mystique and Sabretooth are the reason mutants are feared and hated by humans. ‘You. And you’ll pay for that!’ Jean declares. ‘Told you we shouldn’t have come’ Sabretooth mumbles. ‘Shut up’ Mystique tells him, while Sabretooth points out that they won’t let them go without a fight. ‘You’re damn right we won’t!’ Marvel Girl exclaims as she punches Mystique hard in the face. ‘That hurt, you cow!’ Mystique exclaims, rubbing her jaw. ‘I could rip you apart. Atom by bleeding atom. But I’m not gonna’ Jean warns Mystique. ‘I’m just gonna knock the living @#$% out of you!’

Sabretooth lunges at Kitty, but she becomes intangible, so he passes through her, while remarking that she has Wolverine’s stench all over her. ‘He took an interest, didn’t he? Let’s see what he taught ya!’ Sabretooth remarks. Iceman stands before Assemble: ‘So that leaves you and me. Can’t say I’m thrilled. Feels like I’m a little outmatched’ Bobby remarks. ‘SMASH!’ Assemble cries. ‘Yeah. This isn’t gonna be good’ Bobby remarks. ‘SMASH!’ Assemble shouts again as he brings his axe down on Bobby. ‘You say that a lot. Don’tcha’ Bobby adds. ‘SMASH!’ Assemble replies, while Bobby suggests they talk this out. ‘SMASH!’ Assemble shouts again. ‘Okay. Maybe we can’t’ Bobby mutters, before creating an ice-sled to get higher up from Assemble.

‘So you’re a robot version of Cap, Thor and Hulk’ Bobby remarks, telling himself that he has to make this a distance game - until he and his ice-sled crash into Assemble, who has grown in height. ‘Forgot about Giant Man’ Bobby mutters. Sabretooth tells Kitty that she has to make herself solid at some point, and warns her that when she does, he is going to gut her. ‘And you know why? Because it’d @#$% him off!’ Sabretooth remarks, referring of course to Wolverine. ‘Come on! Come on!’ Sabretooth snarls as he continues to pass through Kitty. Turing his back to Shadowcat, Sabretooth declares that he doesn’t know what Wolverine saw in her, as she is weak and frail. ‘Might as well off yourself’ he tells her. ‘unless you grow a pair soon, you’re gonna get dead anyway’ Sabretooth remarks, when, suddenly, Shadowcat shouts ‘Hey!’, before shoving Wolverine’s claws through Sabretooth’s chest. ‘You -’ he begins. ‘Me!’ Kitty declares, while blood begins to pour from Sabretooth’s chest, and he keels over.

Mystique asks Marvel Girl if she is sure she is blaming the right people here. ‘You sure this whole thing isn’t your fault?’ she asks. Jean asks Mystique what she is talking about, to which Mystique begins shape shifting - firstly into Beast. ‘Maybe if you’d been stronger. If you’d been smarter’ she exclaims. ‘Faster. Better. Maybe we’d be alive!’ Mystique adds as she shifts into Dazzler and punches Jean in the face. ‘Bring them back. You have the power. After Apocalypse. Angel was dead. You saved him’ Mystique declares as she morphs into Angel. ‘Do it again! Do it!’ she shouts, changing into Xavier. ‘SAVE ME!’ Mystique exclaims, posing as Cyclops next, before Jean shoves Mystique aside with a telekinetic push. ‘I can’t!’ she exclaims.

‘I can’t!’ Jean exclaims again, hanging her head. ‘Why not? Seriously. Why?’ asks Rogue, who has regained consciousness. Rubbing her head, Jean replies that she is not Phoenix - that Phoenix is gone. ‘Because I brought Warren back to life. Because I wanted to do it again. In my heart. Tried so hard. To save Scott. And Charles. And…I can’t. I can’t. I’ve been - pushed. I’m unworthy. Selfish. I wasted it. I wasted it all…’ Jean reveals, when, suddenly, she is knocked out by a blast of energy. Assemble stands over Jean and Rogue: ‘Smash!’ he exclaims, to which Rogue calls him a piece of junk and punches him in the face. ‘You wanna smash? Me too! SMASH!’ Rogue exclaims as she continues to punch the creature’s face.

‘SMA -AARGGH!’ Rogue exclaims as Assemble pushes her to the ground with his oversized fist. ‘Jean!’ Kitty calls out, while Jean tells her that it is okay, that she wasn’t good enough. ‘I wasn’t…I deserve to be with them. I -’ she begins, when, suddenly, Assemble’s head is sliced off - by Captain America who catches his shield as it returns to him, and he stands on Assemble’s fallen body. ‘I came to pay my respects’ Captain America announces.

Shortly, the final bodies are laid to rest. Kitty places Wolverine’s arm and claws into a small grave, while Iceman tosses some dirt into a grave. Marvel Girl lowers Cyclops into his final resting place, and Rogue re-plants the large tree she uprooted. Captain America joins the four mutants in a moment of silence, before Jean hugs the sobbing Kitty. Fifteen unmarked graves now line an area of land several yards from the demolished mansion.

Later, Iceman and Kitty depart on an ice-sled, while Rogue walks away in a separate direction, leaving Marvel Girl to sit beside a large piece of stone, near the graves. She looks around her, before raising a finger, her eyes flare up, as she begins etching something into the stone, and standing beside it:

They didn’t ask to be different or to be heroes. But they accepted the challenge. They were a team. They were a family. They are the X-Men.

Characters Involved: 

Iceman, Marvel Girl, Rogue (all X-Men)


Bodies of: Angel, Beast, Cannonball, Cypher, Cyclops, Dazzler, Emma Frost, Juggernaut, Nightcrawler, Polaris, Psylocke, Sunspot, Professor X and one other

Mystique & Sabretooth


Captain America

Carol Danvers, Director of SHIELD


Story Notes: 

Magneto nearly destroyed the world in Ultimatum #1-5.

Wolverine was murdered and Cyclops assassinated in Ultimatum #5.

Beast, Dazzler and Nightcrawler drowned in Ultimatum #1, and their bodies were retrieved in Ultimatum #3.

Professor X’s neck was snapped by Magneto in Ultimatum #2.

Juggernaut was shot by one of Stryker’s Sentinels in Ultimate X-Men #98.

Emma Frost, Polaris, Cannonball, Sunspot and Cypher were blown up by Madrox in Ultimate X-Men #100.

Angel was killed by Sabretooth in Ultimatum #4.

The circumstances of Psylocke’s death are unknown, as she was shown to have survived Stryker’s attack [Ultimate X-Men #98-99], however she was listed as deceased in the obituary in Ultimatum #5.

Gambit’s death was not related to Ultimatum. He was killed in battle with Juggernaut in Ultimate X-Men Annual #1.

In Ultimatum #5, Mystique and Sabretooth were shown to be with Quicksilver and an unidentified woman in Transia, where Quicksilver planned to ensure his father’s dream lived on.

Angel was also killed in Ultimate X-Men #90, and Jean, with the power of Phoenix, resurrected him in Ultimate X-Men #93.

Notably absent from this issue are surviving X-Men Storm and Colossus, as well as Firestar (who seemingly vanished with Toad at the end of Ultimate X-Men #99), and Northstar - Colossus’ boyfriend. Northstar is not listed as deceased in the obituary in Ultimatum #5, nor the obituary for the Academy of Tomorrow this issue. It is assumed that after he was paralyzed, Northstar has dropped out of all mutant related affairs. [Ultimate X-Men #97]

This issue comes with newspaper style obituaries containing brief profiles of the following deceased characters: Beast, Dazzler, Nightcrawler, Professor X, The Academy of Tomorrow, Blob, Juggernaut, Madrox, Psylocke, Angel, Cyclops and Wolverine.

Issue Information: 
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