And One Shall Die...!

Ultron has enthralled the Thing and ordered him to attack Machine Man. As the Thing obeys these commands, Ultron gloats to Jocasta that soon the world will feel his domination. With one of his leg extenders damaged, Machine Man struggles to get away so he can get on the defensive. Finding an open electrical port in the factory, Machine Man uses his body as a conduit to electrify his enthralled attacker. This incapacitates the Thing, prompting Ultron to try and blast his foe. X-51 responds by unleashing a magnetic blast that sends Ultron backward, allowing Machine Man to recover Jocasta and flee the scene. Getting on the Thing's Sky-Cycle, X-51 manages to use his internal gadgets to hot-wire the machine so they can make their escape. Although Ultron is furious that the pair managed to escape, he still has the Thing under his control and finds that his strength might be useful to him in his quest to enslave humanity.

Meanwhile, Machine Man has taken Jocasta to Garvin's Garage where his ally Gears Garvin tries to make repairs to X-51's damaged leg extender. Gears tells him that the repairs will be difficult and possibly unsuccessful. As Garvin goes to work, Machine Man asks Jocasta why they don't just get the Avengers' aid in stopping Ultron. She explains that she has estranged herself from the Avengers after they snubbed her during their recent line-up change. When Ultron's programming began to affect her, she sought out the help of Mister Fantastic which ultimately led to her bolting and reviving Ultron and his subsequent battle with Machine Man and the Thing. Jocasta suddenly realizes that she has been played for a fool by Ultron this whole time and is about to give up hope, but X-51 takes her in his arms assures her that if they have the will there will be a way to defeat the evil robot she inadvertently unleashed.

While back in Pennsylvania, Ultron has the Thing load up two massive drums of Adamantium onto a flying platform and they take off. Ultron is certain that with this most recent plan he will be able to first crush his hated foes the Avengers and then take over the world. Ultron then has the Thing break into a Stark Industries facility in Westchester to steal a space survival casket. The pair then escapes to Liberty Island where Ultron has already secreted away a hidden lab where he begins mass producing an army of Ultrons he hopes to use to take over the world. While back at Garvin's Garage, X-51's friend Peter Spaulding has arrived and calls Machine Man's plans to go after Ultron while still damaged insane. To punctuate this point, Gears finishes his work on Machine Man's leg hydraulics, only for it to break down again. Still, X-51 insists on going on this mission, even missing a leg. Soon Gears and Peter are arguing with each other. While X-51 tries to break them up, Jocasta once more believes that things are hopeless and rushes out of the garage. Machine Man follows after her and gets her to confide in him. She explains that as a machine she feels that nobody cares for her, especially not someone human. X-51 then explains to her that he has been playing at the same game by posing as insurance adjuster Aaron Stack, reminding her that he too is also a robot. He suggests to her that if they rely on each other they don't have to be alone anymore. Touched by this moment, Jocasta takes Machine Man's hand and they get to work.

Back in the garage, Gears manages to jury rig a device between X-51 and Jocasta that will allow them to track down Ultron and they take off on the Sky-Cycle despite the protests of Peter Spaulding. They soon arrive on Liberty Island just as Ultron is putting the finishing touches on his army. They come blasting through, but while Machine Man and Gears are kept at bay by Ultron's defenses, Ultron tries to convince Jocasta to join him as his bride. While not far away, the two men deactivate the defenses and then begin fighting off the enthralled Thing. Jocasta finally turns down Ultron and the two begin to struggle over his power cannon, setting it off and basting both of them at the same time. The resulting blast also snaps the Thing out of Ultron's control. With Jocasta blasted in half by the resulting blast, Machine Man orders Ultron away from him. The Thing attacks the insane robot, but it is X-51 who succeeds at stopping Ultron by literally reaching into his foe's mouth and pulling out his power supply. With his power rapidly draining, Ultron begs to be saved, offering to repair Jocasta, but Machine Man refuses and Ultron's power eventually drains. With Jocasta seemingly damaged beyond repair, Machine Man mourns the loss of such a tortured soul and tells her remains that her friends will miss her.

Recurring Characters

Thing, Machine Man, Jacosta, Gears Gavin, Peter Spaulding, Ultron

Continuity Notes

• Jocasta recalls how she was snubbed for Avengers membership in Avengers #211.

• Ultron was trapped in Adamantium during the events of Avengers #202 and was freed last issue.

• Although Jacosta is seemingly slain in this story she is later rebuilt by minions of the High Evolutionary in Avengers Annual #17.

• Ultron also cheats death, he is seen next -- chronologically -- in Iron Age #1. although how he manages to repair himself is unexplained.