Ultron has taken over Iron Man (Tony Stark)’s body and is now trying to hack into the world’s nuclear missile stockpiles. While the rest of the Mighty Avengers — the Wasp (Janet Van Dyne), Wonder Man (Simon Williams), and the Sentry (Bob Reynolds) — battle the half-flesh/half-machine abomination over Manhattan, other are working on a solution to stop the planet from getting nuked.[1]

Ares has come up with a solution of infecting Ultron with a virus. This scheme is implemented by Hank Pym, who distracts Ultron as Ant-Man while a microscopic Ares is shot into the monster.[2] Once inside Ultron’s body, Ares uses his sky-cycle to fly deep into the robot to get to its primary data core. Ultron responds by sending mechanical “anti-bodies” to try and stop the Olympian war god, but he relishes the task of going in with guns blazing.

Meanwhile, Pym and the Black Widow (Natasha Romanov) tell the other Avengers to pull back and let Ares do his job. However, this doesn’t stop the Sentry from resuming his onslaught on Ultron because the robot has seemingly killed his wife, Lindy Lee.[3] Bob's blows slow Ares’ ascent into Ultron’s inner workings, making his job harder. Wonder Man tries to pull Bob away, but Reynolds is too strong. Luckily, Ms. Marvel (Carol Danvers) returns from destroying a launched nuclear bomb and strikes the Sentry with enough force to knock him away from Ultron.

This allows Ares the time he needs to infect Ultron with the computer virus, just as the robot gains full access to the world’s nuclear arsenals. The virus then begins getting to work immediately. Ultron’s body becomes increasingly unstable as Ares tries to make it out before the big blast. Luckily, the Wasp flies into Ultron’s mouth and pulls him to safety just as Ultron goes up in a blinding flash of light.

The gambit pays off and Tony Stark is restored to normal. When he wakes up in a hospital bed he finds his team, Hank Pym and Mister Fantastic (Reed Richards of the Fantastic Four) standing around him. They explain what happened, and Tony is relieved that he has been restored back to normal.[4] Hank apologizes for Ultron nearly destroying the world again, he is deeply upset that his rogue creation continues to cause such chaos.[5] Everyone then leaves the room so Tony and Carol can debrief him on the new team’s first mission. She says that while they succeeded, Ares is going to learn to be more of a team player and she is concerned about the Sentry’s mental stability. Still, they did well and Tony is relieved and falls asleep. Carol doesn’t say how she is worried about Tony. She fears that his position as Director of SHIELD will lead him to being crucified in the streets if he keep on acting like he’s king of the world.[6]

Meanwhile, the Sentry returns to his Watchtower and is shocked and relieved to see that Lindy is actually still alive and was sleeping in bed this entire time. When he tells her he though she was dead, she is deeply disturbed to hear it. At the same time, Carol meets with Simon and the two share a kiss. However, after the incident with the Sentry he tells her that she needs to put the team ahead of their relationship or else there is no relationship. Things are less cordial between Janet and Hank as they say goodbye and the discussion quickly devolves into an argument about their relationship and Hank’s new relationship with Tigra.[7] As they walk away from each other, neither of them see the image of Ultron briefly appear on a computer monitor.[8]

That night, Tony Stark is trying to sleep when he is woken up by an intruder in his room when they say they need to talk. When Stark rolls over he finds Spider-Woman (Jessica Drew) standing before him holding a dead body. It is of a Skrull dressed up like Elektra.![9]

Recurring Characters

Mighty Avengers (Ms. Marvel, Iron Man, Wasp, Wonder Man, Black Widow, Sentry, Ares), Ultron, “Ant-Man”, SHIELD (Maria Hill), Mister Fantastic, Lindy Lee, “Spider-Woman”, “Elektra” (Corpse)

Continuity Notes

1. This has been going on over the last 5 issues, where have you been?

2. This is not the real Hank Pym, but a Skrull impostor named Criti Noll. They took the place of the real Hank circa House of M #1, as per Mighty Avengers #15. This is all ahead of a planned invasion that will primarily take place in Secret Invasion #1-8. He’s also not the only Skrull in this story, keep reading!

3. Lindy appeared to have been killed in Mighty Avengers #4, however this was a delusion created by Ultron as we’ll discover later this issue.

4. Here they explain that Ultron compromised Tony’s “new bio-armor”. They are referring to the fact that, at the time of this story, Tony had been given Extremis which rebuilt his body and literally made him one with his Iron Man armor. See Iron Man (vol. 4) #1-6.

5. The real Hank Pym created Ultron way back in the early days of the Avengers. See Avengers #58.

6. Tony became the new SHIELD Director in New Avengers #25. Carol’s concerns come true during the aforementioned Skrull invasion.

7. Janet was married to the real Hank Pym for years, as seen in Avengers #60. However, it ended in divorce after Hank struck her in Avengers #213. They have been in an on-again-off-again relationship ever since. In Mighty Avengers #3, we saw that “Hank” has started up a relationship with Tigra.

8. From here Ultron starts taking control of SHIELD’s Life Model Decoys, as we’ll see in Avengers/Invaders #6-8.

9. So somethings about Spider-Woman and the Skrull here to round off our tale:

   • This is not the real Spider-Woman, but yet another Skrull spy. As revealed in Secret Invasion #3, she is a Skrull named Veranke. Per New Avengers #42 she took the place of the real Jessica Drew circa Giant-Size Spider-Woman #1.

   • The New Avengers discovered that Elektra was replaced by a spy in New Avengers #26-31. “Spider-Woman” stole the corpse in New Avengers #32 to show it to Tony Stark despite the protests of her comrades. As will be revealed in Mighty Avengers #16, Pagon took the real Elektra’s place prior to New Avengers #1.

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