Iron Man (Tony Stark)’s body has been taken over by Ultron in a bid to wipe out all life on Earth.[1] The Mighty Avengers — Ms. Marvel (Carol Danvers), the Wasp (Janet Van Dyne), Wonder Man (Simon Williams), the Black Widow (Natasha Romanov), the Sentry (Bob Reynolds), and Ares — have been trying to stop them from carrying out this task. While trying to catch up with the now half-flesh/half-machine monstrosity at Avengers Tower, the team is ambushed by suits of Iron Man armor that Ultron has hijacked.[1] In the middle of the battle, Ares suddenly figures out what they need to do and breaks off from the others.

The Sentry is also taken out of the fight when Ultron told him that it had attacked his wife, Lindy Lee. Bob finds her dead body in their bed. As he cradles her dead body, Ultron tries to goad him into trying to destroy them again.[2] This scheme works, resulting in he Sentry brawling with Ultron with enough power to shake Avengers Tower.[3]

Meanwhile, Ares returns to the SHIELD Helicarrier and pitches his idea to Hank Pym and the technicians working on a way to take Ultron down.[4] Ares wants them to use Pym’s shrinking Pym Particles to infiltrate Ultron’s stolen body and implant it with a computer virus. He tells them that the battle outside is merely a distraction from where the real battle needs to be fought. Pym agrees and after determining that Stark’s technology doesn’t have any programming for an old computer system, he orders the SHIELD techs to get one for him so he can get to work. That’s when the power aboard the helicarrier suddenly turns back on. However, Starktech-9 (an AI in Tony’s original suit of Iron Man armor) warns them that Ultron has compromised a number of nuclear missile facilities across the globe.

That’s when Maria Hill — SHIELD’s Deputy Director — finally wakes up and agrees with Ares that the fight outside is merely a distraction while Ultron compromises the world’s nuclear arsenal. When Hank offers to go into Ultron himself, Ares balks at this since both Pym and the Wasp are known by Ultron. Ares suggests he go in himself, saying that Ultron has never faced him before.[5]

While everyone scrambles to get this plan into motion, Ultron finally gets a password override to work and launches another missile. The Black Widow then radios to Ms. Marvel and tells her what’s going on and where the missile was launched. Catching up with the weapon, Carol tries to disarm the warhead, causing it to detonate instead. While this saves countless lives, nobody is sure if Ms. Marvel survived the blast.

By this time, Ultron has neutralized both the Sentry and Wonder Man, just as Hank Pym arrives in his old Ant-Man disguise. He tries to convince Ultron to spare humanity and allow them time to evacuate the planet before it wipes it clean. This is merely a distraction from Starktech-9 to sneak through the other suits of Iron Man armor to get on top of Ultron. However, they become aware of the ruse and destroys Starktech-9. But, that’s not before it manages to spit something into Ultron’s mouth. This is of course Ares who has made it into Ultron’s body with the computer virus.

Recurring Characters

Mighty Avengers (Ms. Marvel, Iron Man, Wasp, Wonder Man, Black Widow, Sentry, Ares), Ultron, “Ant-Man”, “Edwin Jarvis”, Lindy Lee, SHIELD (Maria Hill), Starktech-9

Continuity Notes

1. Ultron compromised Tony back in issue #1. Cue the obligatory cavalcade of past Iron Man armors. The ones showcased here include:

• Starktech-9 is wearing Tony’s original suit of Iron Man armor from Tales of Suspense #39. We also see the gold painted variant that was created in issue #40 of that series.

• The first suit of red-and-gold Iron Man armor that was built in Tales of Suspense #48 (Model 2).

• His Armor Wars armor which was created in Iron Man #231.

• The modular armor that Tony created in Iron Man #300.

• The riveted armor he built during the Crossing in Iron Man #319.

• The Promethian armor he built on Counter-Earth circa Iron Man (vol. 2) #1.

• The armor he created to battle Temugen in Iron Man (vol. 3) #50.

• The upgrade that Tony made for the #24 armor in Iron Man (vol. 3) #84 (Model 25)

• And lastly, a suit of Extremis armor that was built in Iron Man (vol. 4) #4.

2. Lindy isn’t really dead, as we’ll learn next issue.

3. Here we see Avengers butler, Edwin Jarvis, or do we? Nope. This is a Skrull who has infiltrated the Avengers. He took the place of the real Jarvis prior to New Avengers #1, as we’ll learn in Secret Invasion #1.

4. This isn’t Hank Pym either but yet another Skrull, this one named Criti Noll. They took Pym’s place prior to House of M #1, as explained in Mighty Avengers #15.

5. The reason why Ultron knows Hank and Janet so well is because Hank created Ultron and it has been obsessed with them ever since. See Avengers #58.

Topical References

• Hank specifically asks for a Commadore 64, this was an old 8-bit home computer system that was released between 1982 and 1994. This wouldn’t necessarily be considered a topical reference as Hank is asking for an old computer system that Iron Man’s operating systems wouldn’t be able to counteract.

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