Earth's Mightiest Annotations

By Sean McQuaid

AVENGERS (volume 3) # 20
September, 1999
"This Evil Unfolding"
By Kurt Busiek & George Perez with Al Vey (inks), Tom Smith (colors), Richard Starkings & Comicraft (letters), Tom Brevoort (editor) & Bob Harras (editor-in-chief).

Avengers Assembled:
Thor, Iron Man, Captain America, Scarlet Witch, Vision [II], Firestar & Justice (as active members); Giant-Man & Wasp (as reserve members); Black Panther (as inactive member); and Wonder Man (as former member). In addition, this issue's flashbacks include appearances by Thor, Iron Man, Giant-Man (as Hank Pym, Ant-Man, Giant-Man, Goliath & Yellowjacket), Wasp, Captain America, Hawkeye, Black Panther, Black Knight [III], Beast, Wonder Man, Tigra, Thing, Invisible Woman (as Sue Richards), Mister Fantastic & Crystal.

Other Characters:
Pentagon employees (including a Major, a General, and an officer named Klein), Alkhema-2, Alice Nugent, Nugent Technologies employees, Ultron-10, Ultron-15, Ultron-12, Ultron-5, Ultron-1, Ultron-13, Ultron-7, Ultron-6, Ultron-11, various other alternate Ultrons, Ultron's robot army, United Nations troops, Edwin Jarvis, Ultron-Prime and Eric Williams (the Grim Reaper). The Slorenian people, The Slorenian army, Slorenia's Targoth Troops, Black Brigade and Ember all appear in video footage of their battle with Ultron, during which they were all killed. In addition, Ultron-1, a police officer, Human Torch [II], Cyclops, Marvel Girl, Daredevil, Doctor Strange, Nick Fury, Iceman, Angel [III] and Dum-Dum Dugan appear in various flashbacks.

EXTERIOR COVER
This issue's cover illustration (drawn by George Perez and colored by Tom Smith) features Vision [II], Scarlet Witch, Wonder Man and Wasp battling an army of Ultrons.

PAGES ONE through THREE
Alkhema attacked the Wakanda Design Plant in AVENGERS [v3] # 19, but was subdued by the Avengers. Inactive Avengers member Black Panther, as king of Wakanda, aided in the plant's defense. Justice is talking about recent events in the current ongoing BLACK PANTHER series, in which it was revealed that Black Panther's initial alliance with the Avengers was motivated partly by a desire to spy on them, to determine whether they posed a potential threat to the security of his nation (a retcon engineered by current BLACK PANTHER writer Christopher Priest). As Justice notes, it was Captain America who first nominated the Panther for Avengers membership (way back in AVENGERS [v1] # 51) after they had shared some adventures together. Cap was embarking on a leave of absence from the team at the time, and offered the Panther as his replacement.

PAGES FOUR through SIX
The fictional nation of Slorenia, its Targoth troops, the mercenary Black Brigade, and Ember (folkloric defender of the oppressed Dudak minority), were all first and last seen in the FORCE WORKS ongoing series. As described in other editions of the EMA, Force Works was a short-lived, western-based rival superteam formed by a small group of estranged western-based Avengers after the Avengers disbanded their western division.

Iron Man was the founder and financier of this group, Scarlet Witch was its leader, and Wonder Man was briefly a founding member (seemingly dying in the team's first battle). The western Avengers were disbanded in AVENGERS WEST COAST # 102. Force Works first appeared in the first issue of FORCE WORKS, an ongoing series that lasted 22 issues. After Iron Man seemingly died during the events of "The Crossing", the remaining members of Force Works disbanded. Scarlet Witch rejoined the Avengers, and Iron Man & Wonder Man have both returned from the dead and renewed their association with the Avengers.

PAGE SEVEN
Iron Man has agonized over the dangerous misuse of technology in the past, most notably in the "Armor Wars" storyline from IRON MAN [v1] # 225-231 (reprinted in the IRON MAN: THE ARMOR WARS paperback). That story featured Tony attacking and disabling a wide variety of armored criminals, adventurers and even government agents so that he could destroy any technology in their armors that might have been copied or adapted from his own armor, Tony's way of ensuring that no one could misuse his armor inventions. Iron Man has also fought Ultron on several occasions, and was even Ultron's mind-controlled pawn during one encounter, an encounter in which he helped reactivate Ultron (AVENGERS [v1] # 201-202).

Though a few trusted veteran Avengers know that Iron Man is secretly billionaire inventor & entrepreneur Tony Stark (supposedly Iron Man's employer), rookie member Firestar is not among them. Thor, Giant-Man, Wasp, Captain America, Hawkeye, Scarlet Witch, Vision, Wonder Man, Warbird, Jim Rhodes and Jocasta are among the few Avengers who currently share the secret of Iron Man's dual identity.

PAGE NINE
Alice Nugent was depicted as Hank Pym's assistant in IRON MAN [v1] # 194, but this storyline reveals that she has always been the head of her own company (Nugent Technologies) and posed as Pym's assistant so she could work with him and learn from him without seeming like a meddlesome employer.

PAGE TEN
Wasp, Vision, Wonder Man and Scarlet Witch are described as the Avengers closest to Hank Pym; however, while all four are connected to Pym in some way, Wasp (Hank's longtime friend, lover and former wife) is the only one who has a longtime close relationship with Hank. Vision is a "grandson" of sorts since he was created by Pym's creation Ultron, though, and all four Avengers are longtime teammates and associates of Pym.

Hank is said to be working on insect-based communication technologies, a logical project for Hank since he developed devices capable of communicating with and commanding insects during the earliest days of his superheroic career as the original Ant-Man, technology that he has repeatedly used in various identities over the years since then.

Wasp is described as having a "fragile romance" with Pym. They were married for years (beginning in AVENGERS [v1] # 60) but went through an ugly divorce when the emotionally unstable Pym became abusive during his fourth nervous breakdown (in AVENGERS [v1] # 212-214). In the years since then, they have come back together--first as friends, later as teammates, and on occasion as lovers trying to tentatively revive their romance. The current AVENGERS series began with Hank & Jan embarking on another such attempt to revive their romance (as mentioned in AVENGERS [v3] # 1 & 4), but the current state of their relationship hasn't been explored in any detail until this story.

As the narration reminds us, Wonder Man's mind was used as the template to create Vision's artificial brain, making it all the more awkward that Wonder Man is currently dating Vision's former wife, the Scarlet Witch. Scarlet Witch gave up on trying to repair her long-defunct marriage to Vision in AVENGERS [v3] # 4, and began her current love affair with Wonder Man in AVENGERS [v3] # 8-11 while she was helping to restore the then-ghostly Wonder Man to life. Prior to this, Wonder Man had nursed a largely unrequited love for the Scarlet Witch for years.

The Grim Reaper was abducted by Ultron's robots in AVENGERS # 0.

PAGE ELEVEN
Wanda finds it troubling that Vision (in his alternate identity as Victor Shade) is a regular at Cafe Transia, a restaurant that serves the ethnic cuisine of Wanda's native Transia. Most likely, Wanda worries that Vision is obsessed with her despite his stated determination to end their relationship for her own good (as expressed in AVENGERS [v3] # 4). Cafe Transia first appeared in AVENGERS [v3] # 1 when Wanda dined there with her brother Pietro (the inactive Avengers member Quicksilver), his wife Crystal (another inactive Avengers member) and their daughter Luna. More recently, Vision was dining there as Victor Shade when Wanda performed a Transian dance for the customers. Wanda at first seemed to fear that Vision was stalking her when she noticed him, but the cafe owner Stavros assured her that "Victor Shade" was a longtime regular customer and had been in the cafe before Wanda arrived that day. Regardless, Wanda seems to think there is some cause for concern.

It's odd to see Jan so tearful and fearful over the latest Hank-Ultron encounter since she and Hank have seemed quite unmoved and unscathed in their more recent encounters with Ultron (such as SECRET WARS, WEST COAST AVENGERS [v2] # 1-2 & VISION & SCARLET WITCH [v2] # 1-2, WEST COAST AVENGERS [v2] # 4-7, AVENGERS WEST COAST # 65-68, AVENGERS WEST COAST # 89-91 and AVENGERS WEST COAST ANNUAL # 8). Perhaps Jan is feeling more sensitive at this time since Ultron seems more threatening than ever before, and since she & Hank have seriously renewed their romance (though they were dating again in AWC # 65-68 as well), but Jan's reactions regarding Ultron and Hank in this story seem somewhat overplayed regardless.

PAGE TWELVE
Panel 1:
Jan says that she fears for Hank's sanity, an understandable concern given his history of emotional instability. Why she's particularly fearful in this regard at this time is unclear since Pym has easily weathered his more recent past encounters with Ultron, but the extremity of Ultron's latest crimes may make his threat more frightening this time. As well, Jan's soliloquy goes on to explain that Hank has other concerns preying on his mind at present, too. Why Jan would deem herself responsible for Hank's mental problems is at first unclear, but this is addressed in detail in the rest of this soliloquy.

Panels 2-3:
We see Hank in his original Giant-Man outfit with Jan in her original Wasp outfit, on the trail of some saboteurs. This scene presumably comes from an issue of TALES TO ASTONISH (both characters debuted in that series, and Pym had an ongoing feature as Ant-Man and Giant-Man in TTA for several years). As Jan says, she was often "needling" the stuffy and repressed Hank to be "more romantic, more attentive" during their early years together. Presumably, she mentions this as a small example of how she has perhaps adversely affected Hank's emotional health over time.

Panels 4-5:
The creation of Ultron-1 and his assault on Hank were first chronicled in flashback in AVENGERS [v1] # 58. Hank is wearing his second Goliath costume (adopted in AVENGERS [v1] # 51) beneath his lab coat. As Wasp says, it's quite probable that Ultron's mental assault on Hank (which temporarily brainwashed Hank into forgetting his creation of Ultron) may well have "mentally weakened" Hank and contributed to his subsequent mental breakdowns, one of which occurred in AVENGERS [v1] #59-60 just after Hank had regained his memory of Ultron's creation.

Panel 5:
As Jan says, she and Hank and the other Avengers battled Ultron "a couple of times" before Hank regained his memory of Ultron's creation, in AVENGERS [v1] # 54-55 and 57. This panel depicts the lab accident (first described in AVENGERS [v1] # 60) that sparked Hank's second breakdown, the one in which he assumed his alternate identity as Yellowjacket, a breakdown probably sparked in part by Hank's then-recent discovery that he was responsible for the creation of Ultron.

PAGE THIRTEEN
Panel 1:
Hank as the original Yellowjacket, from AVENGERS [v1] # 59. As seen in AVENGERS [v1] # 59-60 (and recently revisited in AVENGERS FOREVER), Hank's second breakdown resulted in his temporary delusionary belief that he was a different, more daring and aggressive person called Yellowjacket. Hank theorized that he'd been thinking about Jan and the misgivings that kept him from marrying her when the experimental gas he'd been working with dulled his inhibitions and prompted him to reinvent himself as Yellowjacket, a more fitting and more eager mate for the Wasp.

Panel 2:
As Wasp says, she married Hank while he was "deluded and half-crazy" as Yellowjacket in AVENGERS [v1] # 60. Visible among the wedding guests are the Human Torch [II], Crystal, Cyclops (in his second costume), Beast (in his second costume), Marvel Girl (in her second costume), Captain America, Daredevil, Black Knight (in the second version of his original costume), Doctor Strange, Iron Man (in his "classic" red & gold armor), Thing, Nick Fury, Iceman, Hawkeye, Angel [III] (in his third costume), Black Panther, Invisible Girl, Mister Fantastic and Dum-Dum Dugan. All of these characters have been described in more detail in past EMA annotations, so no description is necesary here (especially since this is just a minor flashback cameo).

Panel 3:
"I should have known better," Wasp says of the wedding. "I knew he'd had a breakdown once before, when his first wife was killed--knew he'd been under strain. But I was young and in love, and I knew he really loved me, so what did it matter? I didn't think how it would affect him. He always said he was glad, but what kind of message did I send? That I wanted him to be someone else? How much of what came afterward could have been avoided if I hadn't reinforced his insecurities, taken advantage of him like that."

Like the Wonder Man confessional scene in AVENGERS [v3] # 14, this issue's Wasp soliloquy is an agenda-driven scene where the writer is trying to alter existing misperceptions of long-running characters (in this case, it's aimed at misinformed or misguided readers who reportedly regard Hank Pym as an irredeemable monster and Jan as a blameless saint due to the brief, long-ago period during which Hank abused Jan).

As Jan says, Hank's first wife--Maria Trovaya--was murdered by communists in revenge for the defection from communist Hungary of herself and her celebrated scientist father. Maria's death sparked Hank's first mental breakdown, as recounted in comics such as Tales to Astonish # 44 and Avengers [v1] # 227.

Jan has expressed regret or a sense of shared blame in the past regarding the failure of her marriage to Hank on several occasions in the past, but she's never chastised herself as specifically and harshly as she does in this story, an attitude that seems somewhat forced and overplayed (and more than a little one-sided since, unlike Simon in issue 14, she has no defenders among the other characters or in the text to mitigate her self-critical statements).

The way she took advantage of Hank's second breakdown to marry him is something she and Hank seemed to have put behind them long ago, and has only been mentioned a few times since the wedding: in AVENGERS [v1] # 63, Wasp acknowledged that she felt contrite over manipulating Hank into marriage, but Hank and the other Avengers assured her that it all worked out for the best and that she had nothing to appologize for. Over a decade later, in AVENGERS [v1] # 227, Hank reiterated his satisfaction with how that second breakdown turned out, but wondered in retrospect if he'd been wise to feel that way. Later, in the Hank Pym and Wasp entries from THE OFFICIAL HANDBOOK OF THE MARVEL UNIVERSE DELUXE EDITION, the OHOTMU text tried to rationalize Jan's wedding conduct by interpreting it as Jan playing along with Hank's delusion since she feared resistance might worsen his condition. Apart from a handful of instances like the three examples mentioned above, the odd and inappropriate nature of Hank & Jan's wedding hasn't been addressed much over the years, and has never been addressed by Jan in such a harshly self-critical fashion before.

Panel 4:
Jan describes Hank's third breakdown, during which he reverted to his Ant-Man guise and attacked the Avengers, an assault that proved surprisingly effective until Wasp subdued him (as seen in AVENGERS [v1] # 161). Hank had been struggling with feelings of depression and inadequacy for some time beforehand, leading Wasp to belatedly seek psychiatric counsel regarding Hank's condition; however, this third breakdown was either sparked or somehow exacerbated by Ultron, who briefly manipulated Hank into working with him. Avengers seen here include Wasp (in the purple costume she adopted in AVENGERS [v1] # 161), Ant-Man (Hank in his original costume), Beast, Vision, Wonder Man, Black Panther, Captain America, Scarlet Witch and Iron Man. Most are wearing the "classic" outfits associated with the characters, though Wonder Man is wearing his short-lived second costume, which he adopted in AVENGERS [v1] # 161.

Panel 5:
Wasp says her subduing Hank during his third breakdown must have made him feel even more like a failure and a has-been, a somewhat bizarre comment. This incident has never been singled out as a contributing factor in Hank's mental-emotional problems before, and it's not as if Wasp had any choice in what she did (either subdue Hank or allow him to continue his mad assault on their friends), so this line seems like one of the flimsier, more trumped-up ingredients in Wasp's case against herself.

PAGE FOURTEEN
Panel 1:
Wasp says that subduing Hank during his third breakdown must have fueled his depression and sense of worthlessness until he suffered his fourth breakdown, during which he became verbally and emotionally abusive and even struck her during an argument (as seen in this scene from AVENGERS [v1] # 213). She also says she "may" be the victim in this situation but doesn't seem to believe it, stressing that she'd victimized Hank before he victimized her.

The impression this creates is that Jan subduing Hank during his third breakdown somehow led to Hank's fourth breakdown and his abuse of Jan. Granted, Jan doesn't say this was the only contributing factor, but it's the only one cited here, and that rings false in two respects: there were a lot of other things that made Hank crazy the fourth time around, and Jan zapping the crazed Ant-Man version of Hank was not only a relatively minor event (so far as we knew) but a totally justifiable one (he was on a violent rampage against their friends).

It's also a deeply unfortunate juxtaposition to place a Jan-zaps-Hank anecdote directly alongside the Hank-slugs-Jan anecdote, as if comparing them or creating a sense of tit-for-tat or an impresion of cause-and-effect. The two situations are apples and oranges, of course, since Jan reluctantly strikes down Hank to save their friends in the first scene and Hank angrily strikes Jan to shut her up in the second scene. It's especially unfortunate that this juxtaposition is completed in a panel where Jan muses about how she *may* be the victim in this situation (as battered wife) but had victimized Hank, too. At best, this particular arrangement of words and pictures is provocative; admitting that Jan played a role in Hank's mental problems is one thing, but equating Hank and Jan as abusers in the context of Hank's domestic violence is questionable to say the least, and risks minimizing the significance of what Hank did to Jan (as Jan herself seems to be minimizing it, concentrating on her own mysteriously newfound sense of guilt).

Kurt Busiek has said he had no intention of making Jan look bad, or laying the bulk of the blame for her and Hank's problems on her, or minimizing the things Hank did to her--and I believe him; regardless, certain portions of this tale just don't ring true for me.

Panel 2:
During his fourth breakdown, Hank was court-martialed for reckless conduct after his unprovoked assault on the Elfqueen during a mission in AVENGERS [v1] # 212. Apart from Captain America (who demanded the court martial process), all the then-active members of the Avengers assumed Hank had simply had a momentary lapse, and they were planning to vote in favour of his continued service with the team. The insecure and paranoid Hank, however, was convinced that the other Avengers all looked down on him and were prepared to vote him off the team, so he concocted a scheme to redeem himself in the Avengers' eyes. He built a giant attack robot named Salvation-1 ("Sal" for short) and programmed it to assault the Avengers during his court martial, equipping the robot with a secret cutoff switch Hank could use to deactivate Sal and save the day. Jan discovered Hank's plan and protested, but he bullied her into going along with it. When the court martial began, Hank was offered the opportunity to admit his misconduct and throw himself on the mercy of the court, but he instead chose to deny the charges against him and made an irrational speech about how he'd supposedly been the hero in the battle with Elfqueen, and how Cap was supposedly jealous of Hank and in love with the Elfqueen. Seeing that the Avengers were stunned and sickened by his bizarre testimony and their dawning realization that he had physically abused Jan, the desperate Hank tried to salvage the situation by unleashing Sal on the Avengers; however, the robot proved more formidable than Hank had planned, posing a real threat to the Avengers, and even began crushing Hank himself to death until Jan saved him by hitting the secret cutoff switch. With his ruse exposed, Hank left the team in disgrace. All this happened in AVENGERS [v1] # 213.

In this panel, we see Hank (as Yellowjacket) on trial under the watchful eyes of Tigra, Iron Man, Thor, Wasp and Captain America.

Panel 3:
After his fourth breakdown and his assault on the Avengers, Hank was kicked out of the house by Jan, who initiated divorce proceedings. Too proud to let her know he'd exhausted his personal financial resources and convinced she wanted nothing to do with him, Hank went along with the divorce and didn't seek a penny of Jan's vast fortune. As a result, Hank was soon homeless and broke. When his supposedly reformed arch-enemy Egghead offered to pay Hank handsomely for what seemed like a harmless good deed, Hank felt unable to refuse. At Egghead's behest, he fitted Trish Starr (Egghead's estranged niece) with an artificial arm to replace the one she'd lost years earlier when Egghead maimed her for refusing to fund his criminal schemes. Unfortunately, the arm proved to contain hypnotic devices through which Egghead could control Trish from afar, and Egghead also claimed the arm would explode if Pym tried to remove it or tamper with it, or if Pym opposed Egghead in any way. Unwilling to risk Trish's life, Hank reluctantly accompanied the brainwashed Trish on a mission for Egghead, a mission to steal adamantium from the government. Though he played along with Egghead's scheme, Hank secretly summoned the Avengers to the scene in hopes that they'd somehow be able to thwart Egghead. Forced to fight the Avengers for Trish's sake, Hank was eventually defeated and subdued. When Pym tried to explain what had happened, the brainwashed Trish claimed the scheme was all Pym's idea, and that he'd forced her to assist him. Since Egghead was believed dead at the time, no one believed Hank's story about Egghead masterminding the attempted adamantium theft, and Hank was jailed for treason.

Hank was framed for treason in AVENGERS [v1] # 217, and languished in jail until AVENGERS [v1] # 228-230. In the span of those three issues, Hank was abducted from his own trial by Egghead's Masters of Evil, who claimed that Pym was their employer and that they were "rescuing" him, a further blow to Hank's reputation; Egghead forced Hank into his employ as a scientific researcher; the Avengers produced evidence that finally cleared Hank's name; Hank single-handedly defeated Egghead's Masters of Evil using devices he constructed while in their employ; Egghead was accidentally killed by Hawkeye while trying to shoot the victorious Pym in the back; Hawkeye and Pym were both cleared of any wrongdoing; and Hank decided to leave the Avengers and retire from superheroics, despite the team's offer to accept him back into their ranks.

Panel 4:
Jan says of herself and Hank, "We were split apart for a long time--but slowly, slowly started coming back together." When Hank left the Avengers in AVENGERS [v1] # 230, he retired to a life of private scientific research. In AVENGERS [v1] # 240-242, Hank assisted the Avengers on a case; he and Wasp were painfully awkward in each other's presence at first, but ended up forming the beginnings of a platonic friendship. Later, Hank became a regular in the WEST COAST AVENGERS ongoing series as the western Avengers roster's resident scientist and major domo. For a time, he became so depressed by his various real and imagined failures that he was contemplating suicide, but counsel from Avengers associate Espirita (Bonita Juarez, a.k.a. Firebird) helped give him new confidence and a new lease on life, prompting his return to active Avengers membership as Doctor Pym in WEST COAST AVENGERS [v2] # 21. Later, when Wasp served a brief stint with the western Avengers, Hank and Jan were awkwardly reunited for a while but parted as platonic friends again when they both left the active roster on personal business (WCA [v2] # 32-37).

When Hank & Jan next appeared in WEST COAST AVENGERS [v2] # 42, they were inexplicably back on the active roster and just as inexplicably back together as a couple (though this relationship was more implied than overt; this sudden and never-explained reversal was the work of John Byrne, who began writing WCA with issue 42 and simply decided that Hank & Jan would be back together as of that story--he was even planning to reveal that Hank & Jan had secretly reconciled and remarried between WCA [v2] # 37 and 42, but was persuaded to stop short of doing this).

When Roy Thomas took over as writer for the western Avengers series (retitled AVENGERS WEST COAST with issue 47) as of issue 60, Hank & Jan began openly dating in an attempt to revive their romance, but decided they were better off as friends (as revealed in AWC # 69). In AWC # 74, they resigned from the active roster and parted company as friends again. Later, Hank rejoined the eastern Avengers roster without explanation and resumed his old Giant-Man identity without explanation (his ability to change his own bodily size had supposedly atrophied as of AVENGERS [v1] # 230, and he'd been using his power to change the size of other people and objects in his guise as Doctor Pym, but as of AVENGERS [v1] # 366 he began displaying the ability to assume gigantic size again; how this came about is unclear).

Shortly afterward, in the GIANT-MAN "flip-book" limited series that was published as the flip side of oversized editions of AVENGERS [v1] # 379-382, Hank & Jan were reunited again and seemingly renewed their romance. After that, they were depicted as socializing in AVENGERS but didn't seem to be dating. When Hank mutated Jan into a giant bug-woman to save her life during "The Crossing" storyline, this led to them being estranged again when Jan resented Hank monitoring her condition by spying on her without her knowledge; but when Hank & Jan were among the Avengers who faced seemingly certain death during their battle with Onslaught (in ONSLAUGHT: MARVEL UNIVERSE # 1), Hank & Jan confessed their enduring love for each other. After being trapped in another dimension along with most of the other then-active Avengers (as seen in AVENGERS [v2] # 1-13), an exile during which Hank & Jan lived a facsimile of their early romance, the Avengers (including Hank & Jan) returned to Earth in HEROES REBORN: THE RETURN # 1-4. Sometime after that, they decided to take yet another stab at reviving their romance, as revealed in AVENGERS [v3] # 1 & 4.

Panel 5:
There were already indications, in AVENGERS [v3] # 4 & 10, that Hank was wary of somehow hurting Jan again; however, the conclusion of this storyline in issue 22 provides new insight into how and why Hank could fear he is capable of doing terrible things.

PAGE 15
In the past, multiple incarnations of Ultron have seldom been active simultaneously (the most notable exception would be Ultron-11 and Ultron-12, who battled each other in WCA [v2] # 7). Apparently, the latest incarnation of Ultron "The Prime One") has rebuilt and reactivated all of his previous incarnations and placed them under his control.

PAGE 16
Panel 2:
This is Ultron-1, the original incarnation of Ultron, previously seen only in flashback in AVENGERS [v1] # 58 and elsewhere.

Panels 3-4:
Looking and sounding a bit more like her assertive, formidable self for a moment or two, Wasp smashes Ultron-1. As she says, some of the early models of Ultron are not composed of adamantium (Ultron did not begin using admantium bodies until after he evolved into Ultron-6).

Panel 5:
As Vision says, Ultron-12 (who was destroyed by Ultron-11 in WCA [v2] # 7) was a kinder, gentler Ultron, an Ultron who had evolved beyond his obsessive hatred of his "father" Hank Pym and the human race. Ultron-15 (the most recent incarnation of Ultron prior to this story) was reduced to a "pathetic cyber-drunk" in the VISION limited series when the Anti-Vision (a Vision from an alternatereality) infected Ultron and other sentient robots with a virus that produced delusions and irrational human-like behaviour. Under the influence of this virus, Ultron-15 came to regard himself as an aging drunk and acted accordingly.

Panel 6:
Wonder Man destroyed Ultron-11 in WCA [v2] # 7 smashing him hard enough to wreck his internal components.

Panel 7:
Molecular rearrangers are one of the few things in the world that can manipulate the physical structure of adamantium. Without them, the adamantium Ultrons would be too rigid to move.

PAGE 17
Ultron has proven vulnerable to Wanda's hex magic in the past since it does not obey natural laws, and as such she is one of the few Avengers Ultron fears. Ultron is impervious to most forms of attack or injury. Ultron's encephalo-ray places its victims in a death-like comatose state, and he has used it on various members of the team in the past (most notably in AVENGERS [v1] # 161-162). A variation of this device was used by the Grim Reaper in AVENGERS [v1] # 52.

PAGE 18
Ultron has used this finger-suction gimmick at least once before, when he captured Ant-Man in AVENGERS [v1] # 161.

PAGE 19
The gigantic Ultron-7 first and last appeared in AVENGERS [v1] # 127 & FANTASTIC FOUR [v1] # 150, when he crashed the wedding of Quicksilver & Crystal. This seemingly unstoppable mega-Ultron was defeated through the near-omnipotent mental powers of Franklin Richards. Ultron-6 first and last appeared in AVENGERS [v1] # 66-68, when he was re-created in a new admantium form but destroyed by the Avengers. As noted, Ultron-11 was destroyed by Wonder Man in WCA [v2] # 7.

PAGE 21
Ultron describes Vision, Wonder Man, Scarlet Witch, Giant-Man, Wasp, Grim Reaper, Jocasta and Alkhema as his family. Hank & Jan, of course, are Ultron's "parents" since Han created him, and Vision is a "son" of sorts since Ultron created Vision. Wonder Man is Vision's "brother" since Vision's mind was created by duplicating Simon's mind, while Wanda is Vision's former wife. And as we hear more fully next issue, the Grim Reaper was one of Ultron's early associates. Jocasta was created by Ultron to be his bride but turned against him and joined the Avengers instead (she has been deactivated several times and Ultron believes she is permanently deceased, but she was recently reborn as a sentient computer program in IRON MAN [v3] # 20 and is currently in the employ of Tony Stark, assisting him in both his business dealings and his activities as Iron Man). Alkhema was Ultron's second attempt at creating a bride for himself, and is appearing in this storyline.

JOCASTA was a sentient robot created by the evil robot Ultron as his bride (in AVENGERS [v1] # 162), but she turned against him and joined his mortal enemies, the Avengers, instead (AVENGERS [v1] # 162 and 170-171). Jocasta resided at Avengers Mansion as an ally to the team for quite some time thereafter, having nowhere else to go, but eventually tired of being passed over for full membership and left (in AVENGERS [v1] # 211--just as, unbeknownst to her, the Avengers were about to offer her formal membership). Shortly after her departure, she became romantically involved with fellow sentient robot Machine Man, but she was destroyed in their resultant battle with Ultron (MARVEL TWO-IN-ONE # 92-93). Jocasta was presumed dead and mourned by the Avengers after that, but the High Evolutionary salvaged her parts and reactivated her in an unsuccessful attempt to use her against the Avengers. She instead joined the Avengers in defeating the Evolutionary, though the battle ended in an explosion that seemingly destroyed her once more (AVENGERS ANNUAL # 17). Her head survived intact, however, and was stolen by criminal arms dealer Madame Menace, who tried to access and duplicate Jocasta's artificial intelligence. Menace's efforts were thwarted by Iron Man, but Jocasta's head was destroyed in the process; however, Jocasta survived as a disembodied computer consciousness that was downloaded into Iron Man's computer, and currently works with Iron Man as his computerized assistant.