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Bringing The Avengers to the 21st century.

Kleiser: The world was about to go up and you were about to surrender in these few brief moments we have left. Let me hear you say it... "I surrender, Herr Kleiser. Make it quick."
Captain America: Surrender? SURRENDER?! You think this letter on my head stands for "France"?

The Ultimates is a 2002 miniseries, written by Mark Millar, with art by Bryan Hitch. Set in the Ultimate Marvel universe, it was a reimagination of The Avengers, renamed as "The Ultimates".

Once upon a time, during World War II, the Nazis received the help of an alien race, the Chitauri. They built a super rocket which they intend to use to end the war. Captain America, the only superhuman ever created, apparently dies getting rid of it. Then we jump to the 21st century, where Nick Fury, newly appointed Director of SHIELD, is concerned about the increasing activity of superhumans, so he's looking to create a superhero team of his own. So far, he's got billionare playboy Tony Stark, dysfunctional married couple Hank and Janet "The Wasp" Pym, and Bruce Banner, whose experiments with the super-soldier serum have turned him into the Hulk. Then, one day, word comes to Tony Stark that they've found something in the Arctic - Captain America.

Of course, with his team forming, Nick Fury's newly minted Ultimates will need someone to fight... and hopefully it won't be one another. Like, say, a certain angry behemoth, or an alien invasion. That'll do.

The Avengers (2012) is loosely based on this comic.


Tropes

  • Achilles in His Tent:
    • Initially, Thor refuses to join the Ultimates. When Hulk starts his rampage, he says that he will help if Bush increases the foreign aid budget, which they take as a refusal, and start the fight without him. Partway through, there's a sudden storm, and Thor shows up, stomping Hulk under his hammer. Bush had just increased the foreign aid budget.
    • Initially, Tony Stark only minded about his own business, but he suddenly accepted Fury's requests and joined the Ultimates. He later reveals to Cap and Thor that he's Secretly Dying, that he has an inoperable cancer tumor in his head.
  • Action Prologue: The first issue takes place in World War II. Can there be more action than that?
  • Advertising by Association: Nick Fury hired Stark for the Ultimates for his incredible Iron Man armor, but also because of his huge popularity, and how some of it could be borrowed by the Ultimates initiative.
  • Aggressive Categorism: Superheroes, marines, are all the same imperialist crap for Thor.
  • All According to Plan: Hulk is trying to crack open Captain America's tank? Excellent. Everything is going according to plan.
  • All for Nothing: The Chitauri tried to "harmonize" Earth with the help of the Nazis, and that led to WWII. But the survivors regrouped in the jungles, started a mass infiltration, arranged many plans to achieve their goals through more indirect means... and it's all rendered pointless when the Chitauri main fleet shows up, without even bothering with cloaking devices, and informs them that there is no more time. Because of intergalactic reasons, they have to leave the area ASAP, so Earth will have to be blown up and be done with it.
  • All Your Base Are Belong to Us: The Chitauri manage to infiltrate several key ranks of SHIELD, and the others simply obey orders without questioning them. This allows them to take control of the Triskelion.
  • Alone in a Crowd: Bruce Banner in the center of Manhattan, trying to call Betty and warn her that he will become the Hulk again.
  • Always Someone Better: "Well, let's see how many super soldiers you create which don't involve getting big, getting small or telling ants what to do through a helmet, jackass! Bruce Banner was twice the gentleman you'll always be and you know it, mister!"
  • America Won World War II: Back in the day, Herr Kleiser boasts that, once Washington is wiped from the map, the Allies will have to find new leadership, perhaps in Stalin or in the United Kingdom. However, those countries led the Allies on equal terms, the US had no special authority over the UK and the USSR. If either of the three countries had been invaded or taken out of the war, the others would have continued all the same.
  • Ancient Conspiracy: The Chitauri want to destroy the free will of the human race (and also everyone everywhere). They worked with the Nazis, but kept planning things in the shadows since their defeat.
  • And Here He Comes Now:
    • Pym and the Wasp are talking about the Ultimates and... ring! Incoming text message from Tony Stark!
    • Black Widow is saying that they can't count on Thor's help, that he's insane and a delusional schizophrenic... "Oh, ye of little faith".
  • Answers to the Name of God: In the middle of the fight, Hulk is attacked by a thunderbolt. Nick Fury asks "What in God's name...?". Yes. It was Thor.
  • Ascended Fanboy: Bruce Banner had always been a fan of Captain America, the skinny guy who was turned into a supersoldier by a tech that is now lost. Captain America has been found frozen in the Arctic, he's somehow still alive, and it's Banner task to direct the medical efforts to wake him up and heal him.
  • At Least I Admit It: Bruce Banner thinks that the wifebeater Henry Pym should be left out of the team. Yes, Bruce "Hulk Smash" Banner, who killed a lot of people in his rampage. But at least he works 18 hours a day trying to find a cure for that.
  • Attack! Attack! Attack!: So, which is Cap's plan for fighting the Hulk? "We just hit him until he drops."
  • Bad Guys Do the Dirty Work: The children of Magneto are working for S.H.I.E.L.D., and this is not the first time that the security services has made deals with terrorists.
  • Badass in Distress:
    • Hulk is gaining the upper hand on Captain America, just in time for Thor to make his entrance.
    • Hawkeye manages to escape the blast of the Chitauri bomb at the office building, but is left clinging from debris, with another soldier in his other hand, and four Chitauri about to shoot him. Black Widow makes a super window jump, grabs a gun thrown from a helicopter above, and shoots down the Chitauri, saving Hawkeye.
    • The Wasp, under medical care after Pym's wifebeating incident, doesn't join the Ultimates in Micronesia and stays at the base. She's captured by the Chitauri when they make their move, so Black Widow has to rescue her when the team gets back.
  • Batman Gambit: Captain America manipulates Hulk to fight the aliens for him, with just a couple of lies.
  • Battle in the Rain: The WWII battle takes place during heavy rain.
  • Beleaguered Assistant: Back in WWII, Kowalski doesn't like the military plan being used. At all. It was, from his point of view, just to drop as many soldiers as possible, with the vague hope that someone may break in. And don't let him get started on that "Captain America" guy used for recruiting posters.
  • Beleaguered Boss: Nick Fury needs all superhuman people ready for the fight against the Chitauri in Micronesia, but no luck: Captain America went AWOL and he's already beating Pym to a pulp for his wifebeating episode.
  • Berserk Button:
    • Do not tell Cap to surrender. Things will not be nice if you do.
    • Don't question Hulk's masculinity.
  • Big Brother Is Watching: When Bruce asks Fury about his job, he explained in full detail how closely S.H.I.E.L.D. is monitoring him and everything he does, even at that very moment.
  • Big Damn Heroes: The Ultimates, when they return from Micronesia.
  • Big "NO!":
    • Did Banner think that Hulk would simply let himself get a dose of a serum that would turn him back into puny Banner? Think again!
    • Herr Kleiser is so secure of himself when fighting Captain America, but what if Cap throws a Hulk at him?
  • Bilingual Bonus: The Nazi soldiers speak in German, not English (except when they talk to Cap directly). When Captain America storms into the Nazi base, one of the Nazi generals shouts "mein gott! erschiesst es! erschiesst es doch endlich!" (german for "My God! Shoot it! Shoot it at last")
  • Bitch Slap: Pym gives one to Jan, starting a scene of domestic abuse.
  • Black-and-White Morality: Although the Ultimates as a whole run on a Black-and-Gray Morality system (with few exceptions notwithstanding), Hawkeye claims that the fight with the Chitauri was a black & white one. "Aliens who were in league with the Nazis, for God's sake".
  • Black Speech: When they are among themselves, the Chitauri talk with an unintelligible font.
  • Blade Reflection: The man in the lobby is seen in Hawkeye's glasses.
  • Bland-Name Product: The scene of Bruce Banner in Manhattan includes a sign that looks similar to The Powerpuff Girls.
  • Blatant Lies: Captain America convinces Hulk to fight against Kleiser by saying that he was after Betty, and then after the rest of the alien armada by saying they called him a sissy boy.
  • Bond One-Liner: Captain America, after he's just beaten Henry Pym to a pulp, giant size and all. "How big do you feel now, dirtbag?"
  • Boom, Headshot!:
    • Hawkeye kills a man in the lobby of building (actually an alien) with an arrow to the head.
    • Nick Fury tried to kill Herr Kleiser this way. But, as he's Made of Iron, it's Only a Flesh Wound.
  • Brick Joke: When Quicksilver and Scarlet Witch are introduced, Quicksilver boasts he'd saved Hawkeye and Black Widow several times without them even noticing. They proceed to disappear for the rest of the story, only showing up again after the villains are defeated. When Natasha complains that they didn't do anything, Quicksilver once again tells her to check the tapes. No-one believes him either time, but in Ultimates 2, it's suggested Quicksilver really is that fast.
  • Bring It: When he realizes that Captain America didn't die in the trap in Micronesia, Herr Kleiser challenges him to a fight. "Come on then, Captain. Let's get this over with, eh?"
  • Bring My Brown Pants: Bruce Banner is released during the battle with the Chitauri, becoming Hulk. Nick Fury was not in Mission Control duties but on the scene, and had no problem to admit that he was messing a decent pair of army pants...
  • Broken-Window Warning: When Hulk arrives at the building where Betty was having lunch with Freddie Prinze Jr., the windows explode from the impact.
  • Bullying a Dragon: Subverted. Cap is giving Pym a well deserved beating, after his domestic abuse of the Wasp, and goads him into becoming a giant to have a fair fight. Pym obliges, and it would seem that he got the upper hand, but no: Captain America trashed him to a pulp nonetheless, giant size and all.
  • By "No", I Mean "Yes": No, Thor will not join the Ultimates. He despises the military complex that supports them, and the shallow celebrity lifestyle. However, he will help the team if there is some actual crisis that threatens people's lives.
    Captain America: This way we get you for free, soldier.
  • The Cameo:
    • George W. Bush shows up at the Ultimates gala.
    • Larry King interviews Tony Stark on TV
  • Cannon Fodder: There are two buildings filled with Chitauri, who pretend to be simple office buildings. Hawkeye and Black Widow demolish them and kill everyone inside.
  • Canon Character All Along: A throwaway line from Kleiser confirms that the shapeshifting Chitauri are in fact the Ultimate versions of the Skrulls, the word being one of the many names the race had been given over their centuries of interdimensional conquest. Later stories in the Ultimate universe go back on this a little. The Chitauri are a renegade branch of Skrulls, and the actual Ultimate Skrulls look more like their Earth-616 counterparts.
  • Captain Crash: "Cap says parachutes are for girls." So how does he get off the plane into the Chitauri base? He doesn't. He crashes the plane into the base.
  • Cassandra Truth:
    • Captain America doesn't explain to Bucky where the Nazis got their "Flash Gordon tech". He merely said that there were more sides fighting in the war than would be ever known.
    • Initially, Bruce Banner refuses to believe that the super soldier program got such a huge budget increase. Nick Fury then explained the political reasons for it.
    • No-one thinks Thor actually is the God of Thunder, and he doesn't help his case talking about Asgard and giant serpents like it was totally normal.
    • Cap initially doesn't believe he really is in the future, not just because he was just fighting Nazis just minutes ago from his perspective, but because Nick Fury is standing right there and identifying himself as a general. Cap's from the 1940s, where there were black generals.
    • When the Hulk problem starts, Thor says that he would help if the budget for international aid was doubled. They took it as a snarky way of refusing to help. And suddenly, he shows up during the fight with the Hulk and saves Captain America: Bush had just doubled the international aid budget.
    • Thor and Captain America want to know Tony Stark's reason for being Iron Man. He simply dropped an atomic bomb: he has a brain tumor that is killing him, so he wants to do something for the world in the time he has left. And he said it without losing his demeanour, so Cap didn't understand if he was for real or just making some complex joke. It was for real.
  • Chekhov's Gun: When Pym and Jan start arguing, there is bug spray can around there. It will become relevant later on.
  • Comic-Book Fantasy Casting: In a special feature, Bryan Hitch discussed the "cast" of actors he and Mark Millar used for reference in The Ultimates. He picked Samuel L. Jackson for Nick Fury, Brad Pitt for Captain America, Zhang Ziyi for The Wasp, Bruce Willis for Hawkeye, Angelina Jolie and James Haven for Scarlet Witch and Quicksilver, Matthew McConaughey for Giant-Man, and Steve Buscemi for Bruce Banner. He couldn't find a suitable actor for Thor, so he just said Jesus. Shapeshifting Chitauri villain Herr Kleiser, greatly resembles Robert Carlyle. Note, by the way, that the Avengers were a dead franchise at this point, and nobody was seriously planning about the MCU just yet.
  • Condescending Compassion: Jan tells Hank that he was amazing and brave during the fight with the Hulk. Hank knows that he was taken down with little effort at the start and didn't help at all from that point on, and tells her that he hates patronizing.
  • The Constant:
    • Cap has got to the Despair Event Horizon: other than Bucky and Gail, who are elders now, all the people he's ever known are dead. Including his family. He's lost everything. Nick Fury says "not everything, captain". Cue to a waving US flag.
    • Tony Stark is getting rid of all his expensive souvenirs, and one of them is perfect for the newly reborn Captain America: the helmet he used during the war.
  • Continuity Nod:
    • Nick Fury and Bruce Banner discuss about his previous time as Hulk, and how he razed the port. The flashback featured Hulk fighting Spider-Man. The scene is a reference to Ultimate Marvel Team-Up #3 and #4.
    • The recent "mutant hysteria" that Pym mentions in passing was seen in the first arc of Ultimate X-Men (2001).
  • Contrast Montage: The eulogy for the people killed by Hulk is narrated over the scenes of the paramedics recovering the almost dead body of the Wasp.
  • Conveniently Empty Building: Averted: the buildings were filled with people, because it's downtown New York, and Hulk caused massive casualties. The "Hulk never even accidentally killed someone with falling debris because Bruce Banner was always doing subconscious physics calculations" crap definitely does not apply here. Then reconstructed with the building where Iron Man crashed Hulk, which is empty because it has already been evacuated and SHIELD told Stark this, so he took the fight to it.
  • Costume Evolution: Cap spends his WW2 scenes in a different, more military version of his typical outfit. The unveiling of his proper, modern day outfit, gets a nice, lavishly drawn splash-page to end an issue on.
  • Crazy Enough to Work: Faced with one big planet destroying bomb they can't get rid of, Tony decides to have Thor teleport it somewhere else, since he's always saying he can, right? Black Widow and Wasp spend what they think are their last minutes screaming at Tony for being an idiot... and Thor teleports the bomb to another dimension.
  • Crazy Jealous Guy:
    • Jan is wearing a new dress, and asks Pym if she looks nice. He asks, all grumpy, if it's for Rogers' or Stark's benefit. He's already seen Jan plant one on Steve after the fight with the Hulk, and has a good guess.
    • When Banner calls Betty, having just injected himself with the improved Hulk serum, she's having a lunch with Freddie Prinze Jr. And when he turns into Hulk, he still remembers that. Let's just say that "crazy" is an understatement.
      Hulk: HULK WANTS FREDDIE PRINZE JR.!
    • And when he hears that the naked guy was after Betty... all hell breaks loose.
  • Crazy-Prepared: Herr Kleiser is a shapeshifter, but Hulk eats him. End of story, right? Nick Fury will not take chances: he secures all his remains, and all the poop that Bruce Banner makes after the incident.
  • Cryptic Background Reference: Bucky mentioned one of his daughters: Sharon Carter.
  • Cue the Sun: The cover of the first issue has some sun reflections.
  • Curse Cut Short: As beating Banner does not turn him into the Hulk, so badly needed against the aliens, he was thrown from the helicopter to his death. "You crazy son of a...!"
  • Deadly Euphemism: Bruce Banner has been thrown from the helicopter, so he changes into Hulk, or dies without doing so. The general says "The mail has been delivered, Captain".
  • Deconstruction:
    • The values the "ultimate American hero" had back in World War II would not translate well in the progressed world of today. Captain America's Deliberate Values Dissonance turns him into an outright Cowboy Cop jerk who thinks every solution to his problems is to beat it up. As cathartic and deserving kicking Hank Pym's ass for his abuse of Janet is, it's still apparent that Cap just assaulted and injured someone without even considering what Janet would've wanted in this situation.
    • Being a giant-sized superhero would not actually be useful on a mission like detaining the Hulk in the middle of New York City. Hank Pym is very easily thrown off balance and is quickly taken out when Hulk causes him to fall into a building. His fight against Captain America doesn't get much done either, as the environment around him ends up constricting him and gets used against him resulting in a Curb-Stomp Battle.
  • Defiant to the End: The Wasp may be trapped and with nowhere to run, but she won't yield to Kleiser without a fight.
  • Desk Sweep of Rage: Banner doesn't like being compared with Steve Buscemi. He throws all his folders and papers into the air, and stormed out of the room.
  • Despair Event Horizon: Cap, shortly after defrosting. Other than Bucky and Gail, who are elders now, all the people he had ever known are dead. Including his family. He has lost everything. Nick Fury reminds him of the one thing that still remains: America.
  • Destructive Saviour:
    • Hulk is highly destructive in his own right, but the Ultimates are also destructive in their attempts to stop him.
    • Later on, Hulk helps against the Chitauri ships, but doesn't mind taking down helicopters as well.
    • Thor is so busy firing thunderbolts in all directions against the Chitaur armada, that he also attacked Hawkeye's men by accident.
  • Didn't Think This Through: Banner's big plan was to turn into the Hulk so the Ultimates could make a show fight, so he provided them with a serum to revert him back to human. But he only made one: he never considered the chance that Hulk would destroy it during the fight.
  • Distant Prologue: The first issue narrates the ultimate fate of Captain America during World War II. The next one continues in modern day, half a century afterwards.
  • Distinction Without a Difference: Nick Fury tells Stark that he's a strange man. Stark hoped that his fortune in the billions would allow him to qualify as eccentric.
  • Distracted by the Sexy: Wasp has to lure the Hulk to the location of Captain America. To make him follow her, she shows him her boobs.
  • Don't Explain the Joke: The Wasp takes Banner to the new base, the Triskelion, and pointed that she would have got crazy working in that rat hole in Pittsburgh. He asks if turning green and going on a destructive rampage doesn't qualify as crazy... and then points out that he is making a joke.
  • Doomsday Device: The Chitauri have a bomb that can destroy the whole solar system, as a backup plan in case they can't harmonize the world.
  • Dragon with an Agenda: Despite their superior alien power, it was the Chitauri who worked for Hitler, not the other way. The Holocaust was entirely a Nazi idea, the Chitauri simply accepted their "eccentricism" for the sake of their own long-term agenda.
  • Dude, Not Funny!: Pym stops Captain America by squashing him with his giant hand and quips "the situation's well in-hand". Banner and Stark were horrified at the idea that he may have killed Cap right after his return.
  • Dynamic Entry: The Ultimates were not counting on Thor to show up and help. He had asked that Bush doubled the international aid budget, and they took it as a Cassandra Truth. But when Bush did exactly that... a thunderbolt blasts Hulk away from Captain America, Thor gave Hulk a No-Holds-Barred Beatdown, breaks his jaw, cracks his ribs and punctures one of his lungs.
  • Early-Bird Cameo: Hawkeye appears first in issue #7, but he's so tiny and in the background that it would have been easy to miss him.
  • Early-Installment Weirdness:
    • Tony and Fury discuss the line-up of the Ultimates, and they mention the Fantastic Four. They had been introduced in Ultimate Marvel Team-Up, as basically the same team than in the mainstream comics. The team would be properly introduced again some time later, in Ultimate Fantastic Four, now reimagined as teenagers and getting their powers after the formation of the Ultimates. This FF early appearance was rendered non-canon, so try to ignore that bit of dialogue.
    • When he first appears, Thor displays some omniscience, showing off an eerie knowledge of Bruce's personal life, which he claims are secrets Mjolnir has shown him. This kind of ability never shows up again.
  • Easily Forgiven: Subverted. After causing a 9/11-like disaster in the city, leaving hundreds of deaths and injured people and loads of property damage, Banner insisted on his nonsense about giving the team a foe to fight so that they are not disbanded. At first, Cap seems to be about to forgive him, because he's part of the team and all that... and then he gives him a well-deserved kick in the face.
  • Easily Thwarted Alien Invasion: The Chitauri organized a deep and complex infiltration that would allow them to destroy humanity's free will and turn everyone into mindless drones, as their race had been doing on many other planets. But then, the main Chitauri fleet shows up and orders those on Earth to pack and leave, because of intergalactic reasons. Without time to purify the planet, they leave a bomb for a Earth-Shattering Kaboom, but Thor manages to teleport it to another dimension.
  • Eiffel Tower Effect: When Tony Stark tries the new Iron Man suit, there is a sight of the Empire State building in the background.
  • Eskimos Aren't Real: It seems that there was a bunch of people who thought that the Chitauri invasion was not real. That it was faked by SHIELD, to justify the budget destined to the Ultimates initiative.
  • E.T. Gave Us Wi-Fi: The tech left behind by the defeated Chitauri back in the war helped to kickstart NASA.
  • Everyone Went to School Together: Janet Van Dyne and Betty Ross were roomies back in their college days, and now they are back together in the Ultimates initiative!
  • Evil Is Petty: Can you believe that Those Wacky Nazis shot down a plane filled with Camel cigarettes? Kowalski can't.
  • Face Palm: Nick Fury, when Captain America manipulates Hulk by telling him that the aliens called him a "sissy boy"
  • Face Stealer: The Chitauri need to consume a human to take their form. The original Herr Kleiser was a Nazi that voluntarily sacrificed himself when the Nazis struck the deal with the Chitauri.
  • Fake Ultimate Hero: Henry Pym proves to be completely useless as a superhero. Against the Hulk, he's taken down in the first scene. Captain America sends him to the hospital, regardless of his giant size (in fact, Cap demanded he grow for the fight), so he has to sit out the Chitauri invasion as well.
  • Faked Rip Van Winkle: Captain America wakes up in the hospital, and is told that he has been frozen for 57 years. Suspecting that this trope is at play, he starts beating everyone up and tries to make a run for it.
  • Fantasy Kitchen Sink: Hawkeye points that he started with Fury as just a regular spy agency. Now they are sending thunder gods against aliens, and telling Captain freakin' America what to do. What can be cooler than that?
  • Fatal Family Photo: Captain America checks his photo of Gail before jumping in to destroy the Nazi complex.
  • Final Battle: Herr Kleiser loses all his clothes in an explosion, the world is about to blow up, but he won't go out before he can force Captain America to surrender.
  • Fish out of Water: Captain America, from the 1940s to the 21st century, doesn't have a clue about anything, misses all the references and finds everything strange.
  • Flat "What":
    • Nick Fury has dispatched a huge army force to an alien factory in Micronesia... and it's empty.
    • Herr Kleiser is preparing to leave the planet, when the technicians inform him that they detected an abnormality of 5 hundred meters radius. A force field, perhaps? Cue the Big Damn Heroes.
  • Foe-Tossing Charge: Captain America and Herr Kleiser had one in the final fight. Nick Fury tried to help cap, but Kleiser tossed him aside and continued his fight with Rogers.
  • Foreshadowing: During the meeting in Marrakesh, the butler offers ice to Captain America, for his soda. "No. No, thanks. No ice".
  • Forever War: The Chitauri have one with another alien species, and they are losing. That forced them to remove their forces from Earth, flee and blow up the planet.
  • The Fourth Wall Will Not Protect You: Hulk jump to attack the aliens in the direction of the reader.
  • Giving Someone the Pointer Finger:
    • The Wasp points her finger at Hank while remarking that Bruce Banner is twice a gentleman than he'll ever be.
    • Bruce Banner gives one to the unknown scientist who tells him that the Hulk cells have made a permanent bond with his DNA. He wants Pym, not some unknown guy, to check those numbers!
  • Godzilla Threshold
    • It's the end of the world, so forget the budget restrictions and activate light-sensitive mode for sixty seconds, ASAP!
    • Banner's work on the Super Soldier Program was a failure, to say the least, but he got a huge budget increase nonetheless. The growing threat of superhumans and super terrorists demands a solution, and pronto.
    • The first three initiatives are dead in the water, so Fury gave permission to "traumatize Banner". Meaning, to force him to turn into the Hulk. When punching him doesn't work, they're forced to go with "drop him out of the plane".
  • Gondor Calls for Aid: Captain America overrides communications and tells the military to ignore the orders from above (compromised by an infiltration) and head to the site of a battle to fight the aliens. The Ultimates proceed to fight the aliens on their own, and eventually the Air Force shows up to help Thor and Iron Man.
  • Good News, Bad News:
    • Nick Fury has this for Banner. The good news: his SSP had a huge federal budget support. The bad news: he has been demoted, and he's no longer the leader of it.
    • And a new guy also has those for Banner. Good news: his link with Hulk has been concealed from the public, so nobody knows it was him. Bad news: unlike his previous Hulk change, now the "Hulk cells" remain and have formed a permanent bond with his system.
  • Groin Attack: Captain America attacks Hulk with a good ol' kick in the stones.
  • The Grovel: Turned back into a human, and unable to stand up, Bruce Banner asked the Ultimates not to hurt him, repeating his nonsense about giving the team a foe to fight. He gets a well deserved kick in the face.
  • Grumpy Old Man: Captain America subverts this when George Bush asks about his opinion on the 21 century.
    George Bush: Well, what's your verdict on the 21st century, Captain America? Cool or uncool?
    Captain America: Cool, Mr. President. Definitely cool.
  • Half the Man He Used to Be: Captain America cuts Herr Kleiser in half with his shield. It's only a temporary thing thanks to his great healing speed, but still...
  • Have You Tried Not Being a Monster?: Jan is a mutant, and nobody knows it: everybody thinks that Pym gave her those shrinking powers. When they're having a marital discussion Pym complains that, as part of her mutation, she eats insects, has disgusting hygiene, and frequently leaves the bed filled with eggs.
  • Heroic BSoD: Iron Man has one of those after dragging the giant spaceship off-course to avoid it falling on a city. He had a crisis of faith after it, refusing to rejoin the fight. He says that this stuff was too big, and that he couldn't manage it.
  • Heroic Second Wind: Captain America is losing his fight with Herr Kleiser. He's on top of him, and asks him to say "I surrender, Herr Kleiser. Make it quick". This enraged him: he headbutted Kleiser, freed his hand to smash his head a second time, tossed him aside, and cut him in half with his shield. "Surrender? SURRENDER??!! You think this letter on my head stands for ''France''?"
  • Historical Rap Sheet: Nick Fury is giving a debrief to the Ultimates, that contains top-secret information. There are 11 alien species living on Earth (at least, that SHIELD knows of). One of those species are the Chitauri, shape-shifter aliens that arrived in 1927. They infiltrated Germany in the 1920s, helping National Socialism and Hitler. WWII was actually a war meant to eradicate those aliens, and it ended with the destruction of their training camps in Hiroshima and Nagasaki.
  • Homage: The first scene of Hawkeye and Black Widow at the building recreates a scene from The Matrix, with Hawkeye as Neo, Black Widow as Trinity and the Chitauri as the Agents.
  • Human Popsicle: As an origin story for Captain America, it was mandatory.
  • I Should Write a Book About This: A modern variation: the security tapes of the fight of the Ultimates against Hulk has been released to the public as a blockbuster DVD.
  • I Just Want to Be Special:
    • Henry Pym is hyped about the idea of becoming a superhero.
    • Bruce Banner had finally got rid of the Hulk problem, but injected the serum on himself, on purpose, fully knowing the consequences, because he wanted to be big again.
    • Freddie Prinze Jr. wants one of the Iron Man suits, or to be the test guy for banner's super soldier formula. Whatever, if he can be a superhero!
  • I Was Quite a Looker: The resurrection of Captain America is a big hit on Gail's pride, and she refuses to let him see her. He knew her back when she was young and beautiful, and now she's old and ugly. She drops it in time, and eventually the three of them hang out as friends.
  • If My Calculations Are Correct: If Banner's calculations are correct, Captain America would barely have enough strength to talk. If only he hadn't Misplaced a Decimal Point...
  • Improvised Weapon:
    • Captain America flies a plane into the Nazi-Chitauri bunker, to make an opening for the Allied troops.
    • When he wakes up in the hospital, he goes mad when he hears that he had been out for 57 years. The soldiers shoot him with Tranquillizer Dart guns, but he manages to deflect the shots with a medical tray he had nearby.
    • Jan takes a stereo during their fight and breaks it on Hank's face.
  • In Love with Your Carnage: Initially, when Bruce Banner was just a timid dork, Betty Ross despised him. When he turns himself into the Hulk, a destructive monster, because he was afraid of losing her, she warms up to him again. And when she sees those satellite photos of him eating Kleiser's intestines like some kind of animal... well, let's just say that she asked Fury for a conjugal visit.
  • In Mysterious Ways: Captain America writes in his farewell letter to Gail that God is good, and even the most terrible things happen for a reason.
  • The Infiltration: The Chitauri infiltrated SHIELD. Actually, it was just some strategic points, but it was quite enough: intelligence agencies are filled with people with Blind Obedience, who don't really stop to question the orders they receive.
  • Inverted Portrait: Black Widow shows up upside down on the cover of Ultimates #7.
  • Invisibility Cloak: Nick Fury has one, but it is very expensive to use for more than a few seconds.
  • It Makes Sense in Context: In the mainstream universe, the idea of Captain America defeating Hulk in hand-to-hand combat seems absurd. But here, it makes complete sense: Hulk doesn't get his power from a gamma bomb, but from the same super soldier serum that created Captain America.
  • It's All Junk: Tony Stark started throwing away all the stuff in his house that he does not actually use anymore. And, as a billionaire, there are loads and loads of things that are incredibly expensive but have no actual use... such as the original WWII helmet of Captain America.
  • It's All My Fault: Betty blames herself for all the destruction that Hulk caused. She thinks that, if she hadn't been so harsh with Bruce, perhaps he wouldn't have injected himself with the Hulk serum.
  • Jack Bauer Interrogation Technique: Black Widow tries it with a Chitauri, asking how to deactivate the Doomsday Device. But he refuses to help, so she kills him.
  • The Jeeves: Stark keeps complaining that Jarvis should be the perfect English Butler, but he turns out to be a complete Servile Snarker.
  • Jerk with a Heart of Jerk: The Chitauri don't have time to harmonize Earth anymore, so they'll blow it up, and good riddance. Herr Kleiser thinks that this is a terrible, terrible shame... now he won't be able to experiment shapeshifting into a female form.
  • Kent Brockman News: USA Today says that Thor took down the big mothership, but People says it was Iron Man. Jan points out that Tony Stark owns a 52% stake in People, so she would believe in USA Today.
  • Killed Off for Real: Herr Kleiser is eaten by Hulk. Nick Fury takes precautions to make sure that he does not return to life... and he never did.
  • Lack of Empathy: Always a problem for Betty Ross, apparently, but pretty prevalent after the Hulk's rampage, as she cheerfully informs Nick that DVD sales are going great. At the funeral for the Hulk's victims. Even Nick, who isn't exactly Mr. Squeaky Clean himself, is appalled by the lack of decorum. Not to mention that after she watched the footage of Hulk murdering people ... she was turned on, and wondered about a conjugal visit.
  • Language Barrier: The Wasp and Black Widow secure the Chitauri Doomsday Device, but can't understand the instructions, as they are written in Black Speech. So they call the super genius Tony Stark, but he's completely lost as well.
  • Large Ham: The Wasp described Pym as such when he first shows his power in public.
  • Lawyer-Friendly Cameo: Tony Stark is interviewed during the first Ultimates' gala, by three journalists that look suspiciously similar to Clark Kent, Lois Lane and Jimmy Olsen.
  • Leno Device: Tony Stark is interviewed by Larry King.
  • Let Me Get This Straight...: When Tony Stark talks with Fury, they make a recap on their Ultimate prospects so far: Stark, Pym, his wife, and some marine that Banner upgrades once he cracks the Super Soldier formula.
  • Let's You and Him Fight: Captain America easily sets Hulk on Herr Kleiser, by telling him that he was after Betty. Blatant Lies, but does Hulk care about such details?
  • Lock-and-Load Montage: The Ultimates get ready to fight Hulk at the end of issue 4.
  • Lured into a Trap: The Chitauri infiltrated the Triskelion and, with false information from the Psi division, they sent all the Ultimates to Micronesia, where they would be blown up with an atomic bomb.
  • Magic Pants:
    • Subverted by Hulk. Banner's pants do not survive the transformation. Instead, he kills some fat man and steals his pants (off-panel). And played straight when Banner turns into the Hulk during the alien attack: he still has his pants on, and there was no explanation provided this time.
    • And averted by Wasp when she gets into wasp size, and by Herr Kleiser when he's caught by an explosion. Both of them have to go around naked after that.
  • The Main Characters Do Everything: Subverted. Unlike his return in The Avengers, Cap is not found in the ocean by the Ultimates themselves, but by a unit of unnamed SHIELD scientists.
  • Man Bites Man: Jan bites Hank during their fight, and broke his skin by doing so.
  • Masquerade: There are at least 11 alien species living on planet Earth. S.H.I.E.L.D. knows it, but prevents it from becoming public knowledge.
  • Maybe Magic, Maybe Mundane: Was Thor really fighting the Midgard Serpent? Or was it an excuse he just made up? In fact, everything about Thor. Is he really the God of Thunder, or a kook who's somehow got his hands on a magic hammer?
  • Megaton Punch: Hulk gives one to Thor that sent him several blocks away.
  • Messianic Archetype: Thor is a God made man, sent by his father Odin to purify the earth.
  • Military Maverick:
    • Cap. When it comes out just what Hank Pym is, and what he's done, Steve immediately takes off against orders to go beat seven shades of shit out of him.
    • Later on Captain America calls on all military personnel to ignore their orders from above, take a weapon, go to the site of the alien invasion and start firing.
  • Misfit Mobilization Moment: Captain America turns a unit of soldiers with low morale into a fighting unit ready to kill Nazis with just some words.
  • Misplaced a Decimal Point: Banner considered that Captain America would barely have enough strength to talk. He awakes in full force and trashes the floor with everyone. Banner admits that he must have misplaced a decimal point somewhere.
  • Mission Control: Nick Fury serves this role for the Ultimates in their inaugural fight against Hulk. Not in the second one, where he fought alongside them.
  • Mistaken for Gay: Captain America tells Hulk that the Chitauri said he was a "Sissy boy". Hulk jumps to the sky to take down the alien ships, shouting "HULK STRAIGHT!"
  • Moment of Silence: Nick Fury and Betty Ross silently cross the area where the victims of the Hulk's rampage are being treated. Betty only starts talking once they are in the elevator.
  • Mood Whiplash:
    • In-Universe, Stark points out that revealing his brain tumor killed the atmosphere stone dead, and tries to cheer things up after it.
    • Tony Stark would usually be delighted to sign an autograph for a woman, but the team is discussing Henry Pym's wifebeating habits, and it's a monumentally bad moment for that.
  • Mr. Exposition: Kowalski explains the military stakes at the first issue, so we know (other than it being WWII) what the fight is about.
  • My God, What Have I Done?: After nearly killing Jan, Henry Pym realizes what he did.
  • My Life Flashed Before My Eyes: Hulk breaks Iron Man's armor and almost killed him. He said that he saw five thousand blondes flash before his eyes.
  • Mythology Gag:
    • The first image of Giant Man in issue #3 is based on a photo from Marvels (see here), which, in turn, is based on a scene from Avengers #6.
    • The team's first mission is to battle the Hulk? The basic premise of how the original Avengers first got together.
    • Jan says just before their fight that Hank is an expert on robotics. While it doesn't play in to the story, long-time Avengers fans will know the significance there, since regular Hank's most (in)famous act was accidentally creating Marvel's premier Killer Robot, Ultron.
    • The Wasp attacked Hulk by shrinking into his ear in Fantastic Four #26.
  • Never Found the Body: Defied by Herr Kleiser. Although the Ultimates fell into his trap and were caught at ground zero of an atomic blast, he wants evidence that Captain America and his battalion are dead. Keep searching!
  • Never Got to Say Goodbye:
    • Captain America never got to say goodbye to his parents Joseph and Sarah and his brother Douglas, for obvious reasons. One of the first things he did after his awakening was to visit the cemetery and be informed about their ultimate fates.
    • Defied by Hawkeye: he calls his wife and children before every mission, in case he dies.
  • Nice Job Breaking It, Hero
    • Nick Fury has all those little geniuses to organize his schedule, and nobody thinks of the detail of not sitting Bruce Banner next to the window that shows the port area that he destroyed in his first Hulk episode.
    • Hank Pym inadvertently causes Bruce's turning himself back into the Hulk during the casting choice discussion by raising his suggestion about Banner in the rudest fashion possible.
    • Herr Kleiser tries to blame Captain America with this one. If he hadn't stopped that rocket back in WWII, Earth would be harmonized by now, and the Chitauri wouldn't need to blow up the whole planet. Of course, being a Sadistic Choice between two horrible fates, Cap didn't get distracted by it a single bit.
    • According to Banner's calculations, if Captain America woke up he would barely have enough strength to talk. He woke up as strong as ever.
  • No Celebrities Were Harmed: Hulk never got anywhere near Freddie Prinze Jr. The Ultimates stop him in time.
  • Not Afraid to Die: Captain America jumps on to an experimental hydrogen bomb to stop it, before it can reach the United States. A soldier on the radio asks "But what about you?". Cap dismisses the question, and uses a grenade to blow up the rocket engine. Still, not even that killed him, because he's THAT tough.
  • Not Helping Your Case:
    • Captain America has awakened, and Bruce Banner tries to explain him where he is. He is Strapped to an Operating Table and surrounded by armed soldiers, but he's among friends.
    • A TV journalist tries asking Tony if he can be available as Iron Man at a moment's notice, but it was not needed: he was goofing around on a space shuttle.
  • "Not So Different" Remark: A man in Marrakesh tells Captain America that Herr Kleiser is still alive. He points out that Rogers is not the only one out there with nine lives.
  • Nuclear Option: Luring Hulk away from the city then dropping a nuke on him is one of the plans to deal with him. Fortunately, the other plans worked and it was not necessary to go that far.
  • Number Two: Bruce Banner was demoted to number two, in light of him turning into the Hulk during his investigations of the SSP.
  • Occam's Razor: So who broke into Steve Roger's home and stole his things? The Arabs? The Chinese? Or that bunch of kids who live across the street?
  • Oh, Crap!:
    • Back in WWII, Herr Kleiser gloats to Captain America that his mission was a failure, that his unit failed to hijack the train that was transporting parts to build the superweapon. Captain America gives a Slasher Smile and says "We weren't trying to hijack it, Herr Kleiser. We were trying to blow it up"
    • Hawkeye gets a bit worried when he fires the needle with the cure at Hulk, only for him to not revert to Banner immediately and jump him. Fortunately, it kicks in at that very second, before he is ripped apart.
  • Old Soldier: Nick Fury has served in Vietnam, South America, Kosovo, the first Gulf War and any modern war you may to care to number.
  • Omnidisciplinary Scientist: Defied by Jan, who criticizes Pym for being an expert on cybernetics and robotics and also claiming to be a great super biologist, when he didn't create the giant-man formula from scratch, but just reverse-engineered her mutant power.
  • Paparazzi: The hospital where Jan was being treated started to get filled with them, so Nick has her taken back to the Triskelion.
  • Pay Evil unto Evil: "NAKED GUY THINK HULK STUPID? NAKED GUY THINK HULK NOT FIND OUT ABOUT AFFAIR? HULK SHOWS NAKED GUY WHAT HAPPENS WHEN HE TOUCHES BANNER'S GIRLFRIEND. HULK TOUCH NAKED GUY LIKE NAKED GUY WAS TOUCHING BETTY!"
  • People Jars: The Chitauri capture the Wasp, in her wasp size, and place her inside a test tube. Herr Kleiser keeps her around as a pet.
  • Piggybacking on Hitler: The Chitauri gave their full support to the Nazis, and provided them with alien technology. Fortunately, America has a secret weapon of its own: Captain America.
  • Please, Don't Leave Me: When Hulk thinks that Betty is getting away in a military transport plane, he goes nuts and yelled "DON'T LEAVE BANNER ALONE AGAIN"
  • Politically Incorrect Hero: Captain America has no problem manipulating Hulk to destroy alien ships by making him think that those aliens called him a "sissy boy"
  • Poor Communication Kills: Captain America traces Henry Pym and and goes to arrest him, per Fury's orders... but he made up that part. When Fury discovers this, he orders that Pym not be injured: they're on the brink of an alien invasion! Too late: Cap jumped four minutes ago.
  • Professor Guinea Pig:
    • Henry Pym tried the Giant-Man experiment on himself. It was a successful case, but still, he was the leading scientist and many things could have gone wrong.
    • Meanwhile, Bruce is a significantly less successful case of this... depending on how you look at it. Oh, it works, alright. Just not in a way anyone would ever have wanted.
  • Pulled from Your Day Off: Jarvis had a day off, but declined it when he heard that Stark would be visited by a super soldier and a god from Asgard.
  • Puny Earthlings: The Chitauri are not as hammy about this as other comic book aliens, but they still use insults like "human cow" and "walking cancer cells".
  • Putting on the Reich: Once they secure their position in SHIELD and have seemingly killed the Ultimates, the Chitauri display their old Nazi flags. Just for sentimental reasons, the Nazis were their allies, but the Chitauri have their own agenda.
  • Racial Face Blindness: During the Comic-Book Fantasy Casting segment, Jan asked who should play her. Nick Fury proposes Lucy Liu, and Jan complains that she looks nothing like her, and asked if Bruce Lee is his back-up choice.
  • Rasputinian Death: Herr Kleiser is impaled by a plane, caught in an explosion among the fuel tanks, cut in half by Captain America, reduced to a pulp by Hulk and then finally eaten by him.
  • "The Reason You Suck" Speech: Jan gave one to Hank, detailing how he's not as great as he thinks he is, and how all his work comes from analyzing her mutant power. Hank reacted with violence.
  • Reassigned to Antarctica: After the wifebeating incident Jan wants to resign from the Ultimates and move to a SHIELD research post in Dusseldorf. Fortunately, it was just a project and nothing came out of it.
  • Red Is Violent:
    • There is a brief flashback of the time that Hulk fought Spider-Man. The scene is in red, contrasting with the natural colors of the mundane scene of Banner and Fury just having a lunch.
    • When Pym succeeds in turning himself into a giant (while Banner keeps failing to recreate the super soldier formula), there is a brief glimpse of Hulk's eyes. Of course, in red.
  • Redshirt Army: SHIELD takes a large contingent of troops to find the Chitauri base. Most of them get vaporized by the bomb the Chitauri left for them.
  • Restrained Revenge: The nurses are not allowed to give details to Banner about his actions as Hulk, as stress makes his condition worse, but one of them lost a niece and says "screw the instructions!" He reveals that Hulk killed more than three hundred people, so that Bruce feels guilty and miserable.
  • Riddle for the Ages: Jan asks Pym is Banner was, as rumors say, involved in secret superhuman trials on civilians. He doesn't know, and the issue is never mentioned again.
  • Ridiculous Future Inflation: Captain America, a Human Popsicle, is amazed by the amount of money that they paid for a pair of slacks. Back in the 1940s, to get that money he would have required the combined wages of six months.
  • Right Behind Me: Proposing actors to play their roles, Henry Pym talks about his choice for Bruce Banner... just as he enters the room.
  • Ripped from the Headlines: The Chitauri blow up one of the upper levels of an office building, in a comic published very soon after 9/11.
  • Running Gag: Black Widow accuses Quicksilver of not doing anything during the fight, and he claims that he saved her many times in super speed, and that it's all in the tapes.
  • Sarcasm-Blind: Captain America knows that sarcasm is a concept that he can't quite understand. When Stark says that he was dying by a brain tumor, he asked if that was some form of sarcasm.
  • Say My Name: The Chitauri blow up the office building that Hawkeye and his crew are demolishing. Black Widow, at the building in the other block, shouts his name, ignoring if he was caught in the blast.
  • Sean Connery Is About to Shoot You: Hawkeye, in the Cover of Ultimates #9
  • Secret War: Although the final battle against the Chitauri is public knowledge, the one in Micronesia (where more than 20,000 agents died) remains classified.
  • Secretly Dying: Tony Stark has an inoperable brain tumor, the size of a golfball. That's why he's being Iron Man.
  • Seen It All: When Nick Fury explains the alien infiltration of the Chitauri, Tony Stark is the only one blown away by it.
  • Seinfeldian Conversation: Tony Stark and Black Widow have two pages of trivial conversation while they wait for the technicians to do their work, and mock that you never see James Bond in such situations.
  • Servile Snarker: Jarvis keeps snarking about the orders of his boss, Tony Stark, but always in a servile manner.
  • Shapeshifters Do It for a Change: Herr Kleiser is a man because he consumed a man, but after some decades in that form he's ready to consume the wasp and experiment with the female form.
  • Shout-Out:
    • Bucky, a mere soldier, could only describe the Chitauri rocket as "Flash Gordon tech".
    • It seems that Jarvis goes to a Butler club with "Alfred and all those other old degenerates".
    • The library of Bruce Banner in his cell at the Triskelion includes books such as Mary Shelley's Frankenstein and The Strange Case of Dr. Jekyll and Mr. Hyde
    • Herr Kleiser is caught by a huge explosion of fuel tanks. If you thought that No One Could Survive That!, think again: he gets out of the fire, still alive. His military uniform has of course been blasted and now he's naked, but he's indestructible and still fighting. Yes, like in the climax of The Terminator.
    • When Iron Man proposes to teleport the bomb to some other dimension, Black Widow mockingly refers to it as dropping the bomb in Narnia.
  • Shut Up, Hannibal!: Hulk is not interested in Kleiser's speeches. In fact, he reduces him to a pulp shouting "Shut up!" several times.
  • Skewed Priorities: Captain America has been found, and he's somehow still alive. Nick Fury is glad because it will be a great addition to the Ultimates program... and Tony is glad because he has the trademark rights.
  • Slasher Smile: Captain America gives one to Herr Kleiser when he informed him that his mission was to blow up the train they were in.
  • So Much for Stealth: Hawkeye arrives at a building filled with aliens, and tries to get past the man in the lobby by claiming he had an appointment. He doesn't. Time for plan B: kill everyone in sight.
  • Spiteful Spit: Captain America spits on the wifebeater Pym after reducing him to a pulp.
  • Splash Panel: The first time that Hulk shows up and ready to fight, it's in a 2-pages panel just for him.
  • Square-Cube Law: Downplayed. The first test of the Giant Man serum heavily involves concerns about Pym being able to support his own weight once he grows. Luckily, he stops just short of the exact height where the human body would begin collapsing.
  • Starfish Language: The Chitauri can speak in English with no problem, but when they are among themselves they use their own language. Which is kind of a problem when the Ultimates get their Doomsday Device, but the instructions to turn it off are written in alien.
  • Stating the Simple Solution:
    • How can the Ultimates prevent a huge PR debacle after the Hulk incident? Simple: just conceal that Hulk is Bruce Banner, and people will love them.
    • Fury and Banner spent six months trying to recruit Thor, and they never thought about inviting him for dinner.
  • Stealth in Space: Averted. The Chitauri do have it, but the main armada doesn't bother using it as they are in a hurry and don't have time for an invasion, they want to retrieve their fellow Chitauri from Earth and blow up the planet.
  • Stranger in a Familiar Land: Cap earns a huge amount of money with the Ultimates, but he wants to continue living in the same neighborhood he always did, even if it's now filled with drug dealers and gangs.
  • Strapped to an Operating Table: Captain America has been found alive, but he's still a man with superhuman strength, and there's no telling the way he would react to the idea of having been frozen for so long (or if he's still sane). Strapping him to the operation table was a mandatory precaution. Shame it doesn't work.
  • Stupid Jetpack Hitler: The Chitauri helped the Nazis with ahead-of-their-time ICBM and atom bomb technology. Fortunately, Captain America was there to save the day.
  • Suicide Attack: Captain America manages to jump to the rocket and, with some explosives, destroy the internal guidance system, so that it goes off-course. He saves the United States, at the cost of his life (or so it seemed for everybody, including him).
  • Super-Speed Reading: Tony Stark reads the 600 pages military debriefing so quickly that he can hardly turn the pages fast enough to keep up his own pace.
  • Super Window Jump: Captain America makes one in the hospital, even after having just woken up from 57 years asleep.
  • Talking Is a Free Action: Discussed by Hawkeye and Black Widow. Black Widow complains about the poor resistance of the Chitauri in the office building, but Hawkeye protests: unlike her, with her cyborg implants, he can not have a superhero fight and hold a conversation at the same time. Happens again in the final fight, when he gets shot and complains at Nat for doing it again.
  • Tell Him I'm Not Speaking to Him: Kowalski in the plane is completely skeptical of the help that Captain America may provide, and dismisses him as a mere clown who will die down there alongside everyone else. Rather than reply to him, Cap tells Bucky to tell them all that he's never lost a crew.
  • Tempting Fate: Steve is determined to live in the same neighborhood he always did, regardless of the street punks around. Jan wishes at she hopes that he at least invested in some secure locks, only to arrive to his door and find it forced.
  • Terrible Artist: The funeral for the people killed by Hulk includes children's drawings amid the photos. One has Hulk being stopped by a thunderbolt and reads "thanks Thor", and another has a cop and says "Goodbye daddy".
  • There Are No Coincidences: S.H.I.E.L.D. does not confirm or deny the allegations about Pym's wifebeating, but... a history of violent relations? An addiction to prescription painkillers? TV News anchor: "It hardly takes a genius to put two and two together here". Cap: "I believe the expression for that is 'cosmic coincidence'".
  • There Is No Kill Like Overkill: SHIELD takes every superhero, plane, hellicarrier and whatnot to Micronesia. Fury's not messing around.
  • This Is Unforgivable!: Pym slaps Jan, and then immediately regrets it and tries to apologize. She's not in the mood for that. And given we later learn he's had a history of hitting her, Jan probably figures it's BS anyhow.
  • Time Bomb: The Chitauri leave one in Micronesia. The soldiers find it when the countdown was already at 0.
  • To Make a Long Story Short: Captain America wakes up in the hospital. The last thing he remembers is the military operation at the Chitauri base, which he is informed was a success, followed by the Allied victory in WWII. He accepts it, and asks how much time he has been out. Days? Weeks? Months? Bruce Banner starts ranting theories about the super soldier serum, but Cap asks for a straight answer.
    Nick Fury: Fifty-seven years, Captain.
  • Traintop Battle: Captain America and Herr Kleiser had one back in WWII, in a train that was transporting parts for the superweapon that the Chitauri were building for the Nazis. Captain America blows the train up.
  • Tranquil Fury: Captain America doesn't say a word while the team discusses Pym's wifebeating habits, and that it's not the first time he did it. He later tracks Pym down on his own, and goes to give him a well deserved beating.
  • Tranquillizer Dart: The guards watching Captain America fire these at him when he gets mad. It's no use: he's Captain America, so he grabs a medical tray he had at hand and uses it as an improvised shield to block the shots.
  • Understatement:
    • Remembering how the Nazis were such enthusiastic advocates of their drive for order, Herr Kleiser concedes that he ignored their "little eccentricities". This is when the Wasp asks him about the concentration camps.
    • Bucky explained that he used to protect Cap from bullies at school. Then we see him storming across some waves of Nazi soldiers. "Lucky for us, he's kinda filled out a little since then".
    • "HULK TOUCH NAKED GUY LIKE NAKED GUY WAS TOUCHING BETTY!". And by "touch" he means "demolish".
  • Ungrateful Bastard: Kowalski is shot during the attack. He keeps complaining, even while Bucky is treating his wounds.
  • The Unmasqued World: Do aliens exist? This question has had people pondering for centuries. Ponder no more: the Chitauri main armada is there in the sky, for everyone to see and film! As they have to retrieve their fellow Chitauris from the planet, blow it up and escape, they did not even bother with cloaking devices.
  • Unperson: The Chitauri planned to do this with the soldiers that died in Micronesia. As they are black op soldiers, nobody will even know about the explosion.
  • Unusually Uninteresting Sight:
    • The Wasp arrives at the lab, and sees that the boxes for the removal are being moved by... ants? The workers in there are completely unfazed by it, and tell her to ask Pym.
    • Bucky welcomes Captain America home, ask for their coats, and comments on their daily routines... until it finally hits him: Captain America, his old friend, who he thought dead since WWII, is alive and standing right there!
  • Use Your Head: Herr Kleiser has secured Captain America, but Cap fights dirty and does not shy away from any trick to regain the upper hand in a fight.
  • Vomit Discretion Shot: Good thing that Iron Man has a mask, so nobody saw him vomit when he dragged the spaceship off-course to avoid the city.
  • Vomit Indiscretion Shot: Iron Man attacks Hulk with thought scramblers, to gain some extra time. The weapon makes Hulk throw up.
  • Water Source Tampering: The Chitauri have been dumping gamma butyrolactone into the water to dampen people's thoughts. And they had been doing it for some time already.
  • We Wait: Hawkeye has Hulk in his sight, armed with an arrow with the antidote, but he'll shoot at "the right moment". Fury urges him to stop the nonsense and fire already.
  • Weird Historical War: The US in World War II has the only superhuman in existence, Captain America. The Nazis are helped out by an alien race, the Chitauri. It doesn't go into the ludicrous levels of the mainstream Marvel comics set in WWII, but it's still an example.
  • Wham Line: Pym remarks that Rogers would despise Jan if he knew "what she really was". When she gets angry about that remark, he says "Oh, let's see... Asian? Five foot three? A molecular freakin' biologist? A mutant, you idiot".
  • What the Hell, Hero?:
    • Banner turned himself into the Hulk so that the team had a villain to fight and justify its existence. What? No, nobody else understood it.
    • Thor is surprised that the Ultimates are using civilians as bait for the Hulk. But they had few other options, and there are other three plans before that one anyway. Fortunately, one of them worked.
    • This was Jan's initial reaction to Captain America beating Pym to a pulp and then going to check how she's doing. She protests that modern women do not need a Knight in Shining Armor, and that he can't seduce her by ass-kicking her husband. Later on she changes her mind: Rogers did jump in to avenge and protect her, even when he had no obligation to do so, and they started dating after it.
    • Black Widow can't believe that Iron Man is risking everyone with the bomb by asking Thor to teleport it to some other dimension. She thinks that Thor is just a raving madman, and the bomb will just be teleported a few miles away, leaving the same problem.
    • Thor protests that Hulk was liberated against the Chitauri: he's the one thing worse than an alien invasion. Fortunately, Fury is Crazy-Prepared and already has a plan to put Banner back in his cell.
  • What You Are in the Dark:
    • Banner has all of Thor's secrets in a SHIELD folder with his previous backstory. And Thor has all of Banner's secrets... in his mind. He is aware that he cries every night over Betty's rejections, and that he fantasizes about hurting the Pyms for getting his old job.
    • In public, Henry Pym is all nice and all smiles, but when nobody is watching him, he is a violent domestic abuser.
  • While Rome Burns: Earth is about to blow up, but Herr Kleiser does not care. All he wants, all he wanted since WWII, is to best Captain America and have him say "I surrender, Herr Kleiser. Make it quick". Good luck with that.
  • Why Didn't I Think of That?: Thor wants to know which is Stark's motivation for being Iron Man. Perhaps being in a super team allows for some big corporate tax dodge? Unfortunately, no.
  • Worrying for the Wrong Reason: The Chitauri have decided that there is no more time to try to assimilate Earth: it has to be destroyed in a single explosion instead. Herr Kleiser is sad about the loss... he was about to consume and replace the Wasp, but now he will never be able to experiment with the female human form.
  • Worse with Context: No, the Chitauri are not planning to destroy Earth. They will destroy the whole Solar system.
  • You Are Who You Eat: The Chitauri have to consume humans to look like them.
  • You Can't Thwart Stage One: In the opening, Cap and the army fail to stop the Chitauri launching their rocket. Fortunately, that's not a problem for Cap.
  • You Have Outlived Your Usefulness: Black Widow kills all the Chitauri next to the bomb, except one that looks like the smart guy. He has to deactivate it. He openly refuses. "Wrong answer, idiot!", so let's find some other solution.
  • You Wouldn't Like Me When I'm Angry!: Kleiser has been fighting Steve Rogers since WWII, but he made a mistake: he went and made Hulk angry!
  • Your Princess Is in Another Castle!: You would think that, once the Hulk has been defeated and the team had its baptism of fire, and some view over the consequences of said battle, the series would be done. Not quite. Remember those aliens that Cap fought in WWII? They are back... and it's still the same miniseries, not a sequel one.

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