The world is being torn apart by extreme weather and seismic activity. While dealing with the Mole Man (Harvey Elder), the Mighty Avengers — Ms. Marvel (Carol Danvers), Iron Man (Tony Stark), Wasp (Janet Van Dyne), Wonder Man (Simon Williams), Black Widow (Natasha Romanov), the Sentry (Bob Reynolds), and Ares — are broadsided when Ultron compromised Iron Man’s armor, transforming him into a half-flesh, half-metal version in the spitting image of the Wasp.

When Janet asks Ultron what it is doing, the robot doesn’t understand the question. Carol decides that they need to make a retreat. This gets protests from Ares for the second time, and she reminds him how easily Ultron took him down earlier. She asks the Sentry to remain behind and keep Ultron busy while they pull back and come up with a plan. Bob complies with the order, telling Carol that he will remember his promise to her to leave if things become too much for him.

The Sentry then hits Ultron with a blow strong enough to cause a sonic boom that shatters the windows of all the nearby windows. Ultron shrugs this off his attack and offers him one chance to leave Earth or perish with everyone else. Meanwhile, the rest of the Avengers arrive on the SHIELD helicarrier where Maria Hill is trying to get things under control. Upon arrival, the Wasp demands a phone so she can get ahold of her ex-husband, Hank Pym.

Pym is at the Camp Hammond training grounds for the Initiative is having a quiet night alone with Tigra (Greer Grant). Noticing the storm, he wonders if Thor is finally back.[1][2] Greer is more interest in the romance ahead, but wants to make sure that things are finally over between him and Janet.[3] Hank is in the middle of assuring her when his cell phone starts ringing and his email in box starts getting multiple messages. Hank ignores them until a team of SHIELD agents — fearing Hank was in trouble — come bursting through the door. One of them tells Hank that his ex-wife needs him, souring Tigra’s mood.

Back in New York, Ms. Marvel is examined by SHIELD technicians after she absorbed the energies from Ultron’s opening attack. They hope that the data will give them the means to fight back against the killer robot. Everyone is still trying to make sense of what exactly happened. Ares thinks that Tony Stark is dead, but Janet is certain that Ultron merely reformed and is controlling his body because of his unique biology.[4] Carol then asks the Black Widow how the fight with Ultron is going. As Natasha quips that they should have sold tickets, Ultron becomes aware that they are being monitored and hacks into SHIELD’s computers. They then cause the helicarrier to fall out of the sky in an attempt to destroy the Sentry. Bob breaks away from the fight and manages to prevent a catastrophic crash with the help of Ms. Marvel and Wonder Man.

They manage to place the helicarrier on the Long Island Expressway. However, it’s far from a safe landing and Maria Hill is knocked out in the fall. The remaining agents begin to panic because they aren’t sure who is next in the chain of command with both Maria and Tony Stark out of commission. That’s when Black Widow reveals to them that she has level 10 SHIELD clearance and she quickly takes command of the situation.[5]

The rest of the Avengers return to where Ultron was last seen. Unfortunately, the only thing they find is the Mole Man (Harvey Elder) sobbing over the his creatures that Ultron killed earlier. At the same time, Hank Pym is arriving on the scene and wants to go down to the battle site and examine things, but it told that he is needed elsewhere. While back at the SHIELD helicarrier, they detect something approaching the ship. It is a suit of Tony Stark’s original Iron Man armor. Via a pre-recorded message, Tony tells them that if they are seeing this suit of armor, he is dead and asks them to listen carefully….[6]

Recurring Characters

Mighty Avengers (Ms. Marvel, Iron Man, Wasp, Wonder Man, Black Widow, Sentry, Ares), Ultron, SHIELD (Maria Hill), “Hank Pym”, Tigra, Mole Man, Starktech-9

Continuity Notes

1. At the time of this story, Thor had perished during the most recent Ragnarok cycle as seen in Thor (vol. 2) #80-85. He will return from the dead in Thor (vol. 3) #1.

2. This isn’t the real Hank Pym, but a Skrull impostor named Criti Noll. Noll took Hank’s place just prior to House of M #1, as revealed in Mighty Avengers #15.

3. Hank and Janet got married years ago, as seen in Avengers #60. It came to an abrupt end after Hank hit her in issue #213. They have had an on-again-off-again relationship ever since. The reason why Tigra wants to be sure it is over is because she previously had a relationship with Hank that went nowhere, as seen in West Coast Avengers (vol. 2) #14.

4. Janet gives a piss-poor explanation of what’s unique about Tony, allow me to clarify: At the time of this story, Tony had upgraded his body with Extremist, which converted his body into a living machine and made him one with the Iron Man armor, as seen in Iron Man (vol. 4) #1-6.

5. One of the SHIELD agents mentions that the only level 10 agent they know was Nick Fury. At the time of this story, Fury has gone AWOL after it was revealed he staged an illegal coup in Latveria. See Secret War #1-5.

6. Do I need to tell you that this was the first suit Tony built back in Tales of Suspense #39? Well it’s too late now.

Topical References

• Hank has some retro tech in his room at Camp Hammond. First he has a “flip” style cell phone that were all the rage in 2007. He is apparently on old school America Online (AOL) since his email keeps on saying their iconic “You’ve got mail” jingle to signify he got email. Both of these should be considered topical references since both are incredibly dated now.

The Initiative Reading Order

Civil War: The Initiative #1, Ms. Marvel (vol. 2) #13, 14, 15, 16, 17, Thunderbolts #112, 113, 114, 115, Omega Flight #1-5, Moon Knight (vol. 3) #13, Captain America (vol. 5) #26, 27, 28, 29, 30, New Avengers #27, 28, 29, 30, 31, New Warriors (vol. 4) #1-8, Black Panther (vol. 4) #27, 28, 29, 30, Iron Man: Agent of SHIELD #15, 16, 17, 18, Avengers: The Initiative #1, 2, 3, Fantastic Four #547, 548, 549, 550, Punisher: War Journal (vol. 2) #6-11, Mighty Avengers #1, 2, 3, 4, 5, 6, Sub-Mariner (vol. 2) #1-6, The Order (vol. 2) 1-4, Penance: Relentless #1, 2, 3, 4, 5