!!For information of the new Ultimates, go to the [[Characters/UltimateSpiderMan Ultimate Spider-man Character Page]].



The one-eyed director of S.H.I.E.L.D. tasked with forming the super soldier organization called the Ultimates. Tends to be paranoid, manipulative, and has lots of secrets. Notably, Bryan Hitch and Mark Millar asked Creator/SamuelLJackson for permission to use his likeness for this version of the character, which has led to Jackson playing Fury in the Franchise/MarvelCinematicUniverse.
* AdaptationalVillainy: Unlike the classic Fury, who does have the best of intentions, this Fury is a corrupt, self-serving bastard who'll violate the Constitution whenever and wherever he deems it necessary without even having the facts to support his actions.
* BaldBlackLeaderGuy: He ''is'' Samuel L. Jackson after all.
* BigGood: A dark take on this trope bordering on [[DeconstructedTrope Deconstruction.]] As the director of S.H.I.E.L.D, Fury is the one in charge of a major force in protecting the world. However, he's a self-serving asshole and will do [[NominalHero anything]] it takes to stop the villains. [[WellIntentionedExtremist Anything.]] It doesn't help that one of the main reasons he still has his position is due to his own manipulations.
* BlasphemousBoast: Due to his manipulative tendencies, Fury has quite the high opinion of himself to the point he often takes pride in his ability to take on superpowered threats and come out on top. Case in point when his team manages to ward off the Ultimate Version of Galactus:
-->'''Nick Fury:''' I'm wondering that when I get up to them pearly gates... is God gonna put up a fight, or just move over and let me sit down?
* CanonImmigrant: He was bought over to the classic Marvel Universe in "Battle Scars" in 2011 as the original Nick Fury's son, Marcus Johnson, a.k.a. Nick Fury Jr.
* CompositeCharacter: Of ComicBook/NickFury and the background of Isaiah Bradley, the black Captain America.
* ControlFreak: It's part of what makes him so effective at his job, but he's done a number of morally questionable things in service of it. [[spoiler: It's all but outright stated that he is the one who brought in The Red Skull in an effort to get his position at S.H.I.E.L.D. back.]]
* CrazyPrepared: As he states, he's got a black belt in thinking ahead. It's why he has Wasp on the team, because you never know when you'll need a mutant on-team. He makes it a point to get as much dirt on anyone as he can as leverage that he can use whenever he wishes.
* DirtyBusiness: He truly sees that his actions as unpleasant but necessary for the sake of national security and protecting the world from possible greater threats. The validity of his beliefs tends to range from being mostly justified given the situation or horribly misguided and self-indulgent in others.
* EyepatchOfPower: It's Nick Fury. Anything else just wouldn't be right.
* GoodIsNotNice: He might be on the side of good in terms of intentions, but he is not only an unrepentant asshole, but someone who has done horrible, horrible things and will continue to do more.
* ItGetsEasier: How he copes with doing actions like murder and mass destruction. In his mind, if it helps someone in any positive way it is justifiable, while if it doesn't he'll simply promise to do better next time.
* JerkWithAHeartOfJerk: He has all of the original character's abrasive qualities and none of the HiddenHeartOfGold traits... Aside from both Spider-Men serving as his {{Morality Pet}}s, but even he can be pretty abrasive and downright abusive towards both to meet his own ends. Of course, bear in mind that he's an extremist at the '''best''' of times.
* KnightTemplar: He'll do whatever it takes to protect his country, the world, or his interests, no matter how morally awful it is.
* KarmaHoudini: Nick never suffers any long-term consequences for his amoral actions and the collateral damage he helps cause for his own gain, besides a few physical injuries few and far between. He was handed over to authorities on an alternate world in the "Ultimate Power" arc for helping causing millions of deaths, but later ended up working his way up to making his own S.H.I.E.L.D. organization on that world before he was called back for his help in stopping Magneto during the "Ultimatum" arc.
* ManipulativeBastard: Case in point, it's implied he lured the Red Skull out of hiding just so that the Avengers could be restarted, allowing him a starting point to eventually get his old job as director back. Nick did this again when he used Gregory Stark's scheme to use superhumans to overthrow anti-American governments and Spider-Man's death caused by Nick's meddling to force his successor Carol Danvers into signing over her position as director back to him again.
* MoralityPet: [[ComicBook/UltimateSpiderman Peter Parker and Miles Morales]]. Peter because he holds himself responsible for his parents' deaths at the hands of the Hulk. Miles because he holds himself responsible for Peter's death.
* NotAfraidToDie: Believing he was going to be killed by Wolverine, Fury admitted he hasn't been afraid of being killed since he was 18 years old.
* PetTheDog: When dealing with Miles Morales, who was hated by just about everyone else at the time. First meeting him, he talks to the boy. When in danger, he escorts him by hand to what he thought to be safety. After Miles proves himself, he gives him a new costume (oddly the one Miles was hoping to design himself) and allows him to be Spider-Man.
* RaceLift: The first to make Nick Fury African-American, and has since been the basis for other incarnations.
* ReallyGetsAround: He frequently tends to spend part of his time during missions picking up ladies to consort. [[spoiler:Had a secret relationship with Betty Ross, as well as slept with his ex-wife's, Monica Chang, mother, friends, and female relatives.]]
* RefusalOfTheCall: Nick Fury may have the super soldier serum in his veins, but he's not Captain America, and will never be. He thinks that Captain America is meant to be an icon, a symbol of the best American virtues, and he does not consider himself worthy of any of that.
* TeamDad: To the point he even calls himself the world's "daddy" when protecting it from threats.
* UnwittingInstigatorOfDoom: Everything that has happened in Ultimate Spider-Man is directly or indirectly Nick's fault. He had Bruce Banner alongside Spider-Man's parents attempt to replicate the Super Soldier Serum that created Captain America under his direct command using Nick's blood, which culminated in a Hulk rampage after Bruce tested the serum on himself. After Bruce Banner failed to recreate the super-soldier serum, Fury offered defense contracts to anyone who could create it which led to Norman Osborn becoming obsessed with Oz which in turn created Spider-Man. Not to mention a fair amount of super villains that both Spider-Men had to deal with were in someway connected to Fury. He is also responsible for the cover-up on the origins of mutants which culminated in mass intra-racial genocide due to misinformed extremists like Magneto as well as the coming of the superhuman arms race. In a roundabout way, Fury is greatly responsible for much of the pain and grief that many characters go through in the Ultimate continuity.
* WellIntentionedExtremist: He's done a lot of nasty stuff, all for the greater good and sometimes for what he thinks is the greater good.

!!Betty Ross

Daughter of General Ross and the on again off again love interest of Bruce Banner. Betty faces the grueling task of marketing the supersoldier project as a superhero team and it only gets harder when the threats they were formed to address fail to emerge right away. Seemingly cold and manipulative, which is not a good match for Bruce. In ''Ultimate Wolverine vs Hulk'', she becomes the ComicBook/UltimateMarvel version of ''ComicBook/SheHulk''.

* AdaptationalJerkass: She is a complete and total jackass to Bruce, unlike her classic self, who's sympathetic to him.
* AlphaBitch: It's note by many how unpleasant and selfish she is in situations dealing with Bruce. She's even emotionally abusive to Bruce himself from time to time to the point her abuse led to Bruce transforming into the Hulk.
* CompositeCharacter: As noted above, she becomes this universe's She-Hulk. Also a case of DecompositeCharacter, as ''Ultimate Wolverine vs. Hulk'' introduced Jennifer Walters.
* InLoveWithYourCarnage: Implied to be the case with Betty towards the Hulk. She remarked to Bruce during his session of regretful sulking after he viciously ate Herr Kleiser as the Hulk how much she wanted to have a sexual conjugal visit with him after seeing satellite pictures of Bruce consuming Kleiser's intestines like an animal.
* {{Jerkass}}: She can be very callous and uncaring, especially when Bruce is involved.
* MilitaryBrat: [[CaptainObvious Yes.]]
* YouGottaHaveBlueHair: Dyes her hair pink after breaking up with Bruce.

!!The Ultimates
Tropes applying to the Ultimates as a whole:

* AdaptationNameChange: They're basically Franchise/TheAvengers with a different name.

!!Steve Rogers / ComicBook/CaptainAmerica

Issue one of volume one opens with Steve Roger's final World War two mission. He is discovered in a glacier just in time to make him a part of the premier line up. Augmented by a unique supersoldier formula that has so far only worked on him, Captain America has peak human physical abilities and fighting skill. Being wrapped in the flag makes him a natural choice for leading the team even if he's 60 years behind the times. A lot of his personal arc in the first two volumes has to do with him adjusting to the realities of 60 years suddenly passing, from culture shock to finding his friends old or dead.

* AdaptationalBadass: While his mainstream counterpart always skirts the line between Peak Human and then some, Ultimate Cap is an outright superhuman, strong enough to stalemate Spider-Man and give the ''Hulk'' a good fight.
* AdaptationalJerkass: Captain America isn't just a man from the 1940s, but he's abrasively rude and holds many of the same bigoted views prevalent at the time.
* BackForTheDead: [[spoiler:In [[ComicBook/TheUltimates2015 The Ultimates 2 2016]] he is brought back into existence by the Maker only to be disintegrated soon after by him.]]
* BadassInCharge: After "Divided We Fall", he was briefly [[spoiler:the US President, but resigned]].
* CanonImmigrant: [[spoiler:In [[ComicBook/TheUltimates2015 The Ultimates 2 2016]] issue 9 he is brought back into existence by the Maker in the Mainstream Marvel Universe.]]
* CharlesAtlasSuperPower: As per the original, his Super Serum makes him "the peak of human physical perfection". Later retconned to have taken him beyond peak to firmly superhuman
* CombatPragmatist: Is not above the odd GroinAttack should the need arise.
--> '''Red Guardian:''' Do you know what this place did? It made us proud. It made us glorious. It made us strong and it taught us there was no shame in a union. Because it took a Union to make us.
--> '''Cap''': That's the mistake crazy scum like you always make. Fighting's not about pride. Fighting's not about glory.
--> [[ImprovisedWeapon (Captain America grabs a pointed object from his surroundings and stabs his opponent in the heart)]]
--> '''Cap:''' Fighting's about winning.
* DeliberateValuesDissonance: He has a tendency to come off as "old fashioned", which can make people annoyed at or scornful of him. This was done purposefully by the creators, as they figured mainstream!Cap's "always on the politically correct side of the scale" idealism was hard to believe from someone taken straight from the early 1940s. That said, Ultimate Cap is still in many ways a very idealistic, forward-thinking man ''by the standards of a WASP from the 1940s'' -- see, for example, his prized possession of a photo of himself with the Tuskegee Airmen, when most white military men of that era would still object to serving alongside black ones. He's just not ''as'' politically correct as mainstream!Cap.
* DramaticIrony: During "The Death of Spider-Man", he gives Spidey a speech detailing exactly why he doesn't like the kid - he thinks Peter has no understanding of the value of life and death, having never bothered to learn anything about him in their previous encounters.
* DrillSergeantNasty: Having been a soldier, Cap is far more reluctant to see Spider-Man get involved in superheroics. Even after Nick Fury warmed up on the idea, Cap remained stubborn as ever, considering Peter to be JustAKid. [[spoiler: After Peter takes a bullet from him and dies of his injuries, Steve ends up even more turned off by the idea of the younger Miles Morales taking up his mantle.]]
* {{Eagleland}}: He's a blend of both flavors, but can sometimes shift into a full on Type 2 that thinks he's a Type 1.
* FakedRipVanWinkle: Suspected this at first, but it was the real deal after all.
* GoodIsNotNice: Probably the most noticeable difference between him and his 616 counterpart.
* GoodThingYouCanHeal: Especially when facing someone like the Hulk. Steve comes out of the fight with several broken bones and some bruises, but he mentions he'll be fine in a few days. Taken further in ''Ultimate Avengers 3'', when his healing factor manages to undo being ''vampirized''.
* HesBack: With the U.S. literally coming apart at the seams, Steve's returned to being Captain America to keep the nation from falling apart even further.
* HopeBringer: Cap is seen as this by many on his own team, such as Tony Stark despite his consistent unpleasant behaviors. He was this for pretty much the majority of the American populace after he helped prevent the United States from breaking apart and saved multiple people from the machinations of Thor's evil son, Modi.
* HumanPopsicle: He was frozen for a few decades, before being thawed out in modern day.
* {{Jerkass}}: Shows recurrent shades of this. He's much more abrasive, rude, politically incorrect, violent, and ruthless than the mainstream Steve Rodgers would choose to be.
** JerkWithAHeartOfGold: However, flaws or not, he's still Captain freakin' America. He's fairly forward thinking for his time even if he does retain some racism and misogyny, and though he doesn't show it as much and can come off as very cynical, he does share his canon counterparts strong sense of idealism and heroism. Spider-Man's death certainly helped tone down his jerkass side. See TookALevelInKindness.
* KilledOffForReal: Dies at the end of Cataclysm sacrificing himself to stop Galactus.
* LukeYouAreMyFather: [[spoiler: To Red Skull.]]
* MayDecemberRomance: Has this with Wasp after her falling out with Hank Pym. Thoroughly deconstructed in that their age difference and generational gap causes them to be too disinterested and scornful of each other's lifestyles to the point Wasp decides to cheat on Cap with Hank because she found him easier to socialize with despite his past history of brutally abusing her.
* MyCountryRightOrWrong: He's fanatically loyal to the country, believing no atrocity or war isn't worth the price of the stability and safety of the nation. He made it clear in his solo series against the Vietnam War Captain-America Frank Simpson where Simpson had defected from America because of its brutal actions towards the people of Vietnam that he has heard countless atrocities committed by America and still supports it anyway.
* MyGreatestFailure: [[spoiler: Cap felt so guilty over Peter Parker's death that he quit superheroics all together. [[AchillesInHisTent For a while, at least.]]]]
** [[spoiler: He deliberately tracked Miles Morales down just to tell him that he could no longer be Spider-Man in spite of Miles having approval of Nick Fury, Aunt May, Gwen Stacey, and Mary Jane. It took Miles stopping the Rhino and fending off a HYDRA attack for Cap to approve of him.]]
* NotSoDifferent: Colonel Al-Rahman's reasons for leading the invasion of America really struck a chord with Steve, mainly due to the fact that it's the exact same reason he himself went through the super-soldier procedure.
-->'''Nick Fury''': Skinny kid becomes a super soldier to go off and fight the invading army. I guess that pushes all the right buttons for you, huh?
* OurPresidentsAreDifferent: [[spoiler:Briefly President Action during "Divided We Fall".]]
* RelatedInTheAdaptation: [[spoiler:The Red Skull in this universe is his bastard ([[BastardBastard both senses]]) son.]]
* RealMenLoveJesus: This Cap is much more religiously fervent than the Mainstream to the point of mentioning his faith in the Christian God during battle.
* StealthParody: "[[EagleLand Do you think that this A on my forehead stands for France]]!?" (This coming from Creator/MarkMillar.)
* SuperReflexes
* SuperSoldier: Like with other incarnations.
* SuperStrength: If [[DidYouJustPunchOutCthulhu rendering the goddamned Hulk unconscious]] for a minute or so in a fistfight tells you anything.
* TookALevelInKindness: Sort of. Ever since Peter's death, his old-fashioned approach started to whither away. When he eventually came back and met Miles Morales, he started to be more accepting of the kid and eventually became his greatest supporter (he even had Miles fight along side the Ultimates which is something he deliberately banned Peter from doing). He reserves his initial gruff persona for those who wastes his time(the representative of the then defected California) or people who he knows can do better (the lawyers arguing for and against the incarceration of Bruce Banner). By the end of the Ultimate Comics run, Captain America is just a less tolerant but still heroic version of his 616 counterpart instead of a straight up hero.
* WarIsHell: As much as he identifies himself as a war hero, he actually admits he despises people who glorify war and battle, calling it a horrible experience that he made himself proficient in so he could end it quickly as possible.
* WhatTheHellHero: Peter's family is ''not'' kind to him after they learn of how Steve constantly doubted and mistreated him. Gwen calls him a jerk to his face.
* WifeBasherBasher: Which Hank Pym found out the hard way. [[DeconstructedTrope Though]] abusive dick or not, Jan wasn't exactly cool with him beating up her husband.

!![[Comicbook/IncredibleHulk Bruce Banner/The Hulk]]

Bruce's life's work has been trying to replicate the success of Captain America, the first botched result of which, led to his transformation into the Hulk. In this universe, the Hulk is more of an unleashed id than the angry child of his classic counterpart, using his tremendous physical strength to address all of Banner's insecurities in the most direct ways possible. Having stabilized himself, he chooses to Hulk out in the first half of volume one giving the team something to fight. They choose to cover up the connection between Banner and the Hulk turning their biggest mistake into their biggest media success.

* AdaptationalVillainy: The Hulk is a murderous cannibal and Bruce Banner's id run amok.
* AdaptiveAbility: Part of this Hulk's unique power set is the ability to mutate to better survive, no matter the conditions. For example, in about 7 seconds, he changes to be able to survive ''on the surface of'' '''Venus'''.
* BecomingTheMask: Hulk's personality has increasingly overwritten Bruce's as the series has gone on, making the unHulked Bruce more and more like his monstrous alter-ego. In turn, Hulk grows more eloquent (like when he offered Wolverine a cup of tea in the Tibetan Mountains) as time goes one, but is still prone to murderous rampages.
* BlessedWithSuck: Initially, just being accidentally jostled by someone in the streets is enough to nearly trigger a Hulk-out.
* BloodKnight: Lives to fight and kill, reveling in combat.
* ButtMonkey: The Hulk ends up being this to any team he joins after his stint with the Ultimates due to being repeatedly captured, bombed, drugged, and thrown to destroy whatever enemy that Nick Fury or his latest boss feels to be a threat. Even when he tries to pursue a life of peace, he's habitually thrown back into the loop of misery.
* CanonImmigrant: [[spoiler:In [[ComicBook/TheUltimates2015 The Ultimates 2 2016]] issue 9 he is brought back into existence by the Maker in the Mainstream Marvel Universe.]]
* CombatSadomasochist: Since he's driven purely by id, there's not really that much difference to him separating sex and violence. He considered getting beaten to a pulp by [[Comicbook/SupremePower Princess Zarda]] to be ''foreplay''.
* FaceHeelTurn: To join Reed Richards, Kang and Quicksilver as a result of MistreatmentInducedBetrayal by his former comrades.
* FeetOfClay: Based much of his version of the [[PsychoSerum Hulk Formula]] on the notes of his mentor, Dr. Leonard Williams. It's implied that what [[GoneHorriblyWrong went wrong]] with Banner's formula was a lack of proper testing after he and Hank Pym tinkered with his original design.
* GoneHorriblyRight[=/=]GoneHorriblyWrong: The Hulk's physical abilities are all what Banner designed them to be, but something went wrong, causing the Hulk to be the bestial Id-driven monstrosity it is; Banner designed the Hulk to be as '''[[GeniusBruiser smart]]''' as it is strong.
* HealingFactor: Because he's not as NighInvulnerable as his mainstream counterpart, it gets shown off more.
* HeelFaceRevolvingDoor: It really depends on whom is manipulating him.
* HesBack: Near the end of Ultimates 2.
* HollywoodNerd: Bruce Banner, to the point even his associates don't respect him in this universe.
* HulkingOut: Yes? Bruce doesn't need to be angry to do it, as his HesBack moment in Ultimates 2 shows.
* HulkSpeak: Yup. In Ultimates 2, he's ever so slightly more literate that the usual, which Tony Stark comments on in Ultimate Human.
* IJustWantToBeNormal: Bruce wants nothing more than to cure himself of the Hulk forever. But given the Hulk's AdaptiveAbility, no attempt at a cure works twice.
* ImAHumanitarian: The Hulk persona is quite notoriously a cannibal, which has been [[WordOfGod explained]] InUniverse as it being the ultimate expression of how the Hulk is Banner's darkest emotions and traits made manifest, a living rebellion against all the restraints Banner places on himself.
* LogicalWeakness: Hulk's AdaptiveAbility makes him a trying opponent to fight in the best of times, and the longer a fight lasts the more likely Hulk will become strong enough to turn the tide to his favor. Therefore, if someone manages to one-shot him he can be beaten. Also, his abilities "reset" after every transformation, so the strength and durability gained in a previous battle won't carry over to the next. Only things that affect him at a cellular level (like Tony's cure) stick around.
* SuperiorSuccessor: [[SubvertedTrope Horrifically subverted.]] Bruce drew up the initial plans for the Hulk Formula using his old mentor's notes and research and set about to improve it by adding in an AdaptiveAbility (to survive anywhere) and to become as [[GeniusBruiser smart as he is strong]]. Egged on by Hank Pym, Bruce [[WhatAnIdiot skips testing it]] on animals altogether and went straight for a human trial... ''[[ProfessorGuineaPig on himself]]''. He transforms (killing [[Comicbook/UltimateSpiderMan two fellow researchers]]) and goes on a mindless rampage before the serum wears off, stronger than Dr. Williams' initial projections but driven by pure id. Even worse, his later solution to try and "fix" the problem (as well as giving The Ultimates something to actually fight) was to blend his original formula with the newly-returned Captain America's blood. [[ForegoneConclusion It doesn't work,]] actually makes The Hulk ''more'' difficult to deal with, and the SuperSoldier serum from Cap's blood binds the Hulk Formula to Banner [[BlessedWithSuck permanently]].
* SuperStrength: He is The Hulk, after all. With his AdaptiveAbility, he has the potential to be one of the strongest beings in the Ultimate Universe. However, it takes awhile for him to get going (his fight with The Ultimates being a good example, as the longer the fight went on the stronger he became). However, a sufficiently powerful being can thrash him if they are strong enough, as [[ComicBook/UltimateFantasticFour Ben Grimm]] did in ''Ultimate Power'' or [[Comicbook/SupremePower Zarda]] did (with a lot of [[GroinAttack cheating]]) in ''Ultimate Hulk Annual no. 1''.
* TheUnfettered: Whereas his mainstream counterpart is ultimately moderated by Banner's desires, the Ultimate Hulk is a living expression of Banner's unrestrained id, meaning he has no moderation at all.
* UnstoppableRage: Not unstoppable, per se. But once Bruce turns into the Hulk it is insanely difficult to get him calm again. So far, the only thing known to calm the Hulk down is old reruns.
* VillainProtagonist: A PsychopathicManChild with cannibalistic tendencies whose brain basically revolves around his desires for killing, eating and having sex with whatever he chooses, without any form of moral or mental restraints.

!!Janet Pym[=/=]ComicBook/TheWasp

A biologist and one of her husband's first successes in engineering superheroes. Or so it seems. In truth, this universe's Wasp actually gets her powers from being a mutant. Her husband Hank is able to reverse engineer what she does to create his own powers. The Wasp is able to self miniaturize, fly with gossamer wings, and fire bioelectric bolts from her hands. While not much of a heavy hitter, her stealth and precision allowed her to take down the Hulk (by flying in his ear and zapping his brain.)

* AdaptationalJerkass: This Wasp is a jerk to several people, repeatedly insulting people and flirting with Cap when she was still with Hank.
* AsianAirhead: A Type 1.
* BizarreAlienReproduction: During one of their arguments about her mutant status, Henry Pym comments on her laying "egg-constructs" once a month instead of menstruating.
* CanonImmigrant: [[spoiler:In [[ComicBook/TheUltimates2015 The Ultimates 2 2016]] issue 9 she is brought back into existence by the Maker in the Mainstream Marvel Universe.]]
* [[DroppedABridgeOnHim Dropped A Bridge On Her]]: Just one of many to suffer this in Ultimatum.
* {{Flight}}: While small, Jan can fly with insect-like wings.
* HandBlast: At small size, Jan's blasts just hurt like hell. At full size, she was able to blast the faces off of a pair of men attempting to hold her.
* HotScientist: Despite her airheaded and superficial tendencies, she's still got a double-Ph.D. Lampshaded and mocked where she first distracts the Hulk by flashing her breasts at him despite her educational credentials.
* {{KickTheDog}}: She did have her moments, like deliberately flirting with Captain America when she was (technically) in a relationship with Hank Pym, as well as insulting him repeatedly. Not that he didn't have some of those insults coming.
** With vol 3, this disappears, and she becomes TheHeart.
* MayDecemberRomance: With Captain America. Eventually gets [[DeconstructedTrope Deconstructed]], as neither of them can handle the other's lifestyles.
* MilitaryBrat: How she knows Betty Ross, and why they're friends.
* {{Mutant}}: This version of Janet is explicitly a mutant. Her husband gained powers from her, rather than the other way around.
* RaceLift: In this version, she's Asian-American. Or, was, before somehow becoming white.
* {{Sizeshifter}}: From human to insect-sized. Unlike her mainstream counterpart, this version of Wasp is unable to grow larger than her normal size without outside help.

!![[ComicBook/AntMan Hank Pym/Giant Man]]

An extraordinary JerkAss and the head of R&D for supersoldier research, replacing the unstable Banner. Pym is able to reverse engineer his wife's shrinking powers to allow him to grow to nearly 60 feet tall. His Giant Man formula ends up being the most successfully replicated aspect of the project giving the Ultimates an entire platoon of Giant Men (and his ex wife in volume two). Too bad he can't control his temper leading him to abuse Janet and embarrass the team publicly before getting kicked out.

* AdaptationalVillainy: Hank Pym has undergone CharacterExaggeration revolving around his lowest moment (hitting Jan while in the middle of a mental breakdown) and is an unrepentant domestic abuser. He also aligned himself with the Liberators.
* ButtMonkey: Not that this version of him doesn't have it coming.
* CanonImmigrant: [[spoiler:In [[ComicBook/TheUltimates2015 The Ultimates 2 2016]] issue 9 he is brought back into existence by the Maker in the Mainstream Marvel Universe.]]
* CharacterExaggeration: Yes, 616!Hank did hit Jan--but only once, while in the middle of a mental breakdown, and it's something he deeply regrets. Ultimate!Hank is an unrepentant, repeat domestic abuser.
* CosmicPlaything: Once his truly abusive nature gets revealed, the comic spends a ''lot'' of time punishing him for it before it finally [[spoiler: culminates in his death]].
* DomesticAbuser: And unlike the original Hank Pym, this version's been at it for a long time.
* DudeWheresMyRespect: Felt slighted by his treatment by S.H.I.E.L.D., which is why he joined the Liberators.
* HeroicSacrifice: In ''Ultimatum'', [[spoiler:he gets all of the Madrox duplicates carrying bombs to blow up the Triskelion to climb on him while he's in giant form]]. They all explode and kill him.
* {{Jerkass}}: He's every flaw main Hank Pym had but amplified and his NeverLiveItDown moments are now official characterization.
* NeverMyFault: When he tries to apologize for nearly ''killing'' Janet, he does so in the most passive-aggressive fashion possible. She quickly hangs up on him.
* RedemptionEqualsDeath: He gave Tony Jan's corpse so that she could still be saved [[AbortedArc though that kinda dropped]] before sacrificing himself to stop the Madrox suicide bombers.
* ReformedButRejected: Well... not so much reformed, as blatantly trying to cover his ass. The Ultimates tell him they don't care and arrest him anyway.
* SenselessSacrifice: There were more sensible ways of dealing with those Madri, Pym.
* {{Sizeshifter}}: From human to just shy for 60 feet tall.
* WellIntentionedExtremist

!![[ComicBook/TheMightyThor Thor]]

Not actually an official part of the team. Thor came to Earth in the modern era to warn the world about the conspiracies of the military industrial complex. That said, he is not so distrustful of the military that he would miss the noble qualities some of the Ultimates possess so he works with them when needed. One of the questions of the first two volumes is whether Thor is the actual Norse God of Thunder or a delusional super soldier. This gets resolved in the second volume.

* AGodAmI: How everyone views him initially, [[SubvertedTrope then it was revealed he actually was a Norse god]].
* AnAxeToGrind: The Ultimate universe version of {{Mjolnir}} has an axe attached to it
* TheBigGuy: The whole team combined had a hard time dealing with Hulk but then Thor came and smashed his head into the pavement.
* BroughtDownToNormal: When The City annihilates Asgard, Thor loses his godly powers.
** After the Dark Ultimates arc, Tony Stark used Reed Richards technology to bring him back to the level of his old self again.
* BoisterousBruiser
* CainAndAbel: With Loki.
* CompositeCharacter: His initial appearance is a combination of Thor and Thunderstrike and his first hammer resembles Beta Ray Bill's hammer, Stormbreaker.
* DropTheHammer: {{Mjolnir}}, naturally.
* GodNeedsPrayerBadly: During the Ultimates' fight with Thanos, the latter notes that as powerful as Thor is, he's nowhere near as powerful as he was when his pantheon was actively worshipped.
* MadGod: He came off as this when was assumed to be a nurse who had a psychotic breakdown and donned a suit that made him the most powerful metahuman on the planet, but he was later revealed to have a brutal and vicious war god by Loki long before he was actually revealed to be a god. He was so bad, Odin sent him to Earth too cool off and removed his powers and tamed his anger just to make sure he wouldn't destroy the planet. Loki's whole goal in his second appearance is to awaken this side of him to destroy the Earth ForTheLulz.
* NewAgeRetroHippie: He starts off looking like one. He even goes on tours, focuses on environmental missions, war protests, and writes self-help books in a classic new-age hippie fashion instead.
* NiceGuy: He enjoys spending his personal time partying with his followers, making him the only member of the team that's actually accessible to the general public.
* OffingTheOffspring: He kills Modi, his son with Hela. Tragically, he tells Modi to his face that he is a disgrace and is happy to kill him, but this is a lie and he is close to tears while he holds his charred corpse.
* RealAfterAll: During the alien invasion, there was a bomb set to literally destroy the world. Janet and Natasha called for Tony Stark to deactivate it and when he came, they thought he was going to carry the bomb with him to space and pull a HeroicSacrifice. Not quite. Tony got the bright idea to have Thor teleport the bomb to a separate dimension because he is a god. Hearing of Tony's plan, both Natasha and Janet were delirious about how nuts Tony was to believe a man who was sent to an insane asylum calling himself the God of Thunder. Of course, they stopped doubting it when it worked.
** And then again when he returns in a BigDamnHeroes moment in Ultimates 2, bringing the armies of Asgard with him.
* ShockAndAwe: He's the god of thunder, so lightning kind of comes with the package.
* SuperHeroGods: The Norse God of Thunder.
* TechnicalPacifist: A pacifist with a big, scary hammer.
* TokenGoodTeammate: In a team full of psychopaths, hedonists, reckless loose cannons, and wartime jerkasses, Thor proves to be the most good starting off due to his pacifistic stance and hatred of the military industrial complexes of the modern world that fuel wars that harm innocents. He even calls himself the conscience of the team. He at first refused to join the team and only chose to in order to stop the Hulk's first rampage from killing more innocent people and as a way to keep an eye on the team's activities so they don't go too far.
* WorfEffect: Originally promoted as one of if not the most powerful beings in the Ultimate Universe only to get his butt kicked or shown up in some way with his only victories against beings far weaker than him.
* WorldOfCardboardSpeech: Thor gives one to the Hulk after the Hulk had joined Reed Richards and emerged completely unfazed by one of the Hulk's punches. He explains all the times he'd been fighting the Hulk he was holding back because he cared about the Banner side, but since both sides of the Hulk were awful psychopaths at that point, he was ready to go all out.
* YeOldeButcheredeEnglishe: When written by Loeb. Dropped again when Mark Millar came back, with the characters mocking it, and Tony mentioning he paid money to make sure Thor never did it again.


Tony Stark is a brilliant and enormously wealthy weapons manufacturer who gets brain cancer and decides to spend whatever time he has left saving the world. He's known for being eccentric, a playboy and almost perpetually drunk. Like Giant Man, his "powers" are replicated eventually giving the team multiple armored soldiers.

* AbledInTheAdaptation: The damaged heart from the classic comics and other incarnations has been replaced by a brain tumor. [[spoiler:Or rather, an Infinity gem.]]
* AdaptationNameChange: Tony is short for Antonio instead of Anthony in this version.
* AdaptationPersonalityChange: Tony has undergone CharacterExaggeration revolving around his lowest moments (Tony's alcoholism) and is an unrepentant chronic alcoholic.
* TheAlcoholic: He drinks to numb the pain caused by his tumor.
* AlwaysSecondBest: His older brother Gregory is smarter, more successful, considered more valuable by Fury, and lacks the flaws Tony is ashamed of. Tony starts to get over it when after Gregory turns out to be a rat and successfully outwits him.
* BlessedWithSuck: Superhuman intelligence and a HealingFactor at the cost of living in perpetual agony -- the same biological mutation that makes him super-smart also gives him an awful form of SuperSenses, making his skin so sensitive that the mere touch of air through protective coating is painful.
* BrainUploading: [[spoiler: He was able to upload his consciousness in his Iron Man suit due to his brain having prolonged exposure to the Infinity Gem in it. So the Infinity Gem gave him mental powers so he can upload his brain into anything with a CPU.]]
* CainAndAbel: The Abel to his brother Gregory's Cain.
* CanonImmigrant: [[spoiler:In [[ComicBook/TheUltimates2015 The Ultimates 2 2016]] issue 9 he is brought back into existence by the Maker in the Mainstream Marvel Universe.]]
* CharacterExaggeration: Mainline!Tony is a recovering alcoholic who struggles with his addiction. This Tony frequently drinks (albeit to help deal with his cancer).
* CrouchingMoronHiddenBadass: Vain, snarky and almost obsessed with his money, Tony is still insanely clever and cunning, as Natasha finds out first-hand.
* DeadpanSnarker: The resident smart ass on the Ultimates and Future Foundation.
* HealingFactor: Because of having undifferentiated neural tissue throughout his body, Tony can heal from injuries and regrow organs and limbs. It's not effective enough to cure his tumor, however.
* TheHedonist: Spends most of his time drinking, partying, and sleeping with various women, but he acts as a deconstruction of the trope when it's shown he's using all the debauchery to cover his pain over having an inoperable cancer that no amount of money or technology can fix.
* [[IllGirl Ill Guy]]: He has an inoperable brain tumor, and his messed up neural network leaves him in eternal pain. But he doesn't let it get him down, too much.
* ItWasWithYouAllAlong: [[spoiler:It turns out that brain tumor that's caused Tony so much pain was in reality an Infinity Gem that somehow got trapped inside his head. Sadly it leads to him getting killed off shortly afterwards.]]
* LackOfEmpathy: Not as bad as some of the others on the team, but as he notes in ''Ultimates 2'', he can be spectacularly unpleasant when dumping women.
* NotQuiteDead: [[spoiler:After Reed Richards performs brain surgery on Tony to get the Infinity Gem inside his head, he cuts off all medical support thats keeping Tony alive throughout the process. His body is gone, but he survived by BrainUploading to his suit.]]
* OnlySaneMan: You know you're in trouble when this guy is the sanest person in the room.
* ReallyGetsAround: He isn't really picky, mentioning in vol 2 that he's dated dozens of named celebrities, and quickly moves on from Natasha after seeing a gorgeous blonde.
* TheRival: He has two. His twin brother and Reed Richards.
* YourDaysAreNumbered: He became a member of the Ultimates once he found out he had an inoperable brain tumor that would eventually kill him off, and decided that he would try to do all he could to help the world if he could not help himself before he dies.


Natasha Romanoff is a former KGB spy/supersoldier turned US Black Ops. Along with Hawkeye, she is brought onto the public team with a fake background. Eventually becomes engaged to Tony Stark. Eventually revealed to be a traitor in Volume 2 using Stark and her Ultimates membership to undermine the team and steal Tony's fortune, though this doesn't work.

* AdaptationalVillainy: This Black Widow is a reverse of the classic Nataha Romanoff and isn't a turned spy, but TheMole, working to destroy S.H.I.E.L.D.
* BadassAbnormal: Has cybernetic implants that increase her speed and strength.
* BoomHeadshot: How she met her end via Hawkeye.
* DarkActionGirl: Already an unpleasant person with the Ultimates but when she turns out to be with the Liberators, she really goes above and beyond reprehensible.
* EvilRedhead: Instead of a villain who has a HeelFaceTurn, it's the other way around.
* FieryRedhead: Though in a much more negative way then her mainstream counterpart.
* KilledOffForReal: Killing Hawkeye's family got her an arrow in the head.
* ImprobableAimingSkills: Justified InUniverse due to her being a HollywoodCyborg.
* TheMole: For the Liberators.
* SpyCatsuit: It's Black Widow, what did you expect?
* TheVamp: Seduced Tony Stark to the point they became engaged then turned on the Ultimates.
* WhyWeAreBummedCommunismFell: She betrayed the Ultimates because the fall of Russia to crime and poverty.
* WouldHurtAChild: Killed Hawkeye's family.


Black Ops soldier turned superhero. Deadly accurate with any ranged projectile. In Volumes One and Two, he mostly uses his bow and thrown weapons. In Volume Three after [[spoiler: losing his family]] he switches to guns.

* AdaptationalJerkass This Hawkeye was an assassin before joining S.H.I.E.L.D.
* BadassNormal: Until Jeph Loeb's run, Hawkeye was a normal human who'd reached his ridiculous level of skill and accuracy through training, this is even lampshaded by Hawkeye himself in his first appearance in which he chastises Black Widow for chatting to him during combat because he doesn't have her cybernetic enhancements and so can't do both at once.
* BoxedCrook: He started off as one.
* BloodKnight: Grows to relish battle as a means of coping with his family's death.
* CompositeCharacter: Of the 616-Hawkeye and ''[[Comicbook/{{Daredevil}} Bullseye]]'' with shades of [[Comicbook/ThePunisher Frank Castle]]. He retains the name Clint Barton and backstory, loses his family (and takes to using [[MoreDakka firearms]]) a la Frank Castle, and has the superhuman accuracy (and bloodlust) of Benjamin Poindexter, though he is marginally more moral than Castle and leagues ahead of the psychopathic Bullseye.
* DeathSeeker: [[spoiler: After his family was killed off.]]
* EvenEvilHasLovedOnes: Or in this case, [[AntiHero asshole heroes]] have them. Hawkeye has a lot of flaws but he did sincerely love his wife and children, to the point he was willing to sympathize with [[JerkAss Hank Pym]] because he knew the pain of losing a loved one.
* {{Expy}}: Of [[Comicbook/{{Daredevil}} Bullseye]], though he is a strange case as there already ''was'' an Ultimate version of Bullseye active years before The Ultimates were called into service. [[note]]Benjamin Poindexter was The Kingpin's right hand until Elektra took him out in ''Ultimate Elektra: Devil's Due'', but her book (along with ''Ultimate Daredevil and Elektra'' and ''ComicBook/UltimateMarvelTeamUp'') were retconned out of existence via [[WordOfGod Word of Bendis]]. Officially, the events in those books ''might'' have happened in BroadStrokes but Creator/MarkMillar specifically wanted to use Hawkeye as a "good" version of Bullseye, so it's probably safe to say Clint Barton '''is''' Bullseye without calling him so.[[/note]]
* FantasticRacism: He has no problem killing Kree, before remarking they "die like people".
* {{Fingore}}: His infamous escape scene in the Grand Theft America arc, which involved ripping his fingernails out and using them as projectiles.
* HappilyMarried: He was, and married with kids even. Up until the Liberators came calling.
* ImprobableAimingSkills: To the point where he may as well just be called Bullseye, since he's at least as accurate as the 616 version.
* JerkAss: As Millar described him "He's a Neo Con", and also a bloodthirsty mass-murderer who self-admittedly used to be much like ThePunisher until he was recruited by black ops to kill for the government instead. However, he was also a devoted family man on the side, so there are different sides to him. During ''Ultimate Secret'', he spends nearly every moment sulking, complaining, insulting people, or muttering how Sue and Reed are going to get him killed, until Sue eventually gets fed up and tells him that if he's "professional", neither she or Reed want to be.
* PsychoForHire
* SociopathicSoldier: Unlike 616!Hawkeye who has a rule against killing.
* ThereAreNoTherapists: It's ''very'' clear he's suffering from Post-Traumatic Stress Disorder after [[spoiler:his family's murder]], and yet nothing's being done about it.
* UnstoppableRage: After [[spoiler:his family is killed]], [[RoaringRampageOfRevenge he goes out for blood and lots of it.]]

A native of the Savage Land, the Ultimates met him and Shanna when they went there to fight Magneto after the Scarlet Witch's murder.

* AdaptationNameChange: This Ka-Zar seems to be a native of the Savage Land is thus always named Ka-Zar, as opposed to Kevin Plunder.
* AdaptationalNationality: In the classic Marvel Universe, Ka-Zar was born in England. This Ka-Zar seems to be a native of the Savage Land.
* NubileSavage: As usual for Ka-Zar, though again, this Ka-Zar was born in the Savage Land.

A native of the Savage Land, the Ultimates met him and Shanna when they went there to fight Magneto after the Scarlet Witch's murder.

* AdaptationNameChange: As this Shanna is a native of the Savage Land, it seems this Shanna only has "Shanna" as a name.
* AdaptationalNationality: Mainline!Shanna was born in Zaire to American parents. As with Ka-Zar, this Shanna is a native of the Savage Land.
* NubileSavage: As usual for Shanna, though again, this Shanna was born in the Savage Land.

!!Scott Lang / Giant-Man

A late recruit to the team, joining after ''Ultimatum'', and with the good luck to become a member just before the [[spoiler:death of Spider-Man]]

* BaldOfAwesome
* SizeShifter: In case his appropriating one of Henry Pym's superhero names didn't clue you in, he can grow into a giant.

[[folder: The Mutants]]

Following the events in ComicBook/UltimateXMen, Pietro and Wanda Maximoff, the children of prominent mutant terrorist Magneto, agreed to join the Ultimates acting as team members and informants. They tend to be aloof with marked aristocratic and European sensibilities. They also spent enough time together that it was obvious what was going on between them before it was stated explicitly in Volume Three.

Tropes applying to both of them:
* AdaptationPersonalityChange: They're [[BrotherSisterIncest in a full-blown incestuous relationship]].
* AdaptationalVillainy: Unlike their mainstream counterparts, this version of Pietro and Wanda were willing members of the Brotherhood and hadn't abandoned Magneto's anti-human views despite joining the Ultimates--and the only reason they initially joined was for protection after the other members of the Brotherhood decided to restore Magneto's mind. Additionally, [[spoiler:after Wanda's death, Pietro orchestrated the death of Magneto, assassinated Cyclops, and even sold other mutants]].
* BrotherSisterIncest: Implied during Millar's run, and outright confirmed during vol 3.


* BerserkButton: Do ''not'' harm Wanda in any way. It doesn't matter who you are, as Thor learned the hard way.
* CanonImmigrant: [[spoiler:''ComicBook/XMenBlue'' revealed that he somehow survived the destruction of the Ultimate universe during ''Comicbook/SecretWars2015'' and ended up in the mainstream Marvel universe.]]
* CharacterDeath: [[spoiler:Dies in ''Ultimates Disassembled'' when Kang stabs him.]]
* FaceHeelTurn: To join Reed Richards, Kang and the Hulk.
* FantasticRacism: Even if he is nominally on humanity's side, he's not above making derogatory remarks about humans all the freaking time.
* IJustWantToBeLoved: Wolverine opines that Quicksilver's incestuous attachment to his sister stems from his MissingMom and abusive father rendering him desperate for ''any'' kind of love and affection. Quicksilver later confirms this.
* {{Jerkass}}: It's Quicksilver. Of course he's a jerkass. He's just a different sort of jerkass than before.
* SuperSpeed: He moves so fast no-one can see what he's doing, so they tend to believe he does nothing. He even weaponises it at one point to vaporise Hurricane.
** According to Quicksilver, he's been reaching mach-speed since he was in diapers.
* WellDoneSonGuy: Spent years trying to get Magneto's approval. Magneto, meanwhile, wanted him ''dead''.


* AdaptationPersonalityChange: As written by Millar, she's ice and aloof a lot of the time.
* DoingInTheWizard: No magic here. All of Wanda's powers come from her mutant gifts.
* [[DroppedABridgeOnHim Dropped A Bridge On Her]]: In Volume 3.
* EeriePaleSkinnedBrunette
* RealityWarper: Comes with the fact that she needs to work out how impossible what she's doing is before she can do it.
* SacrificialLion: Her death drives the plot of Vol 3.
* {{Stripperiffic}}: Her Brotherhood outfit, which she takes up again during Vol 3.
* StuffedInTheFridge: She's murdered in the opening issue of Ultimates 3 so Pietro and Magneto can attack people.

[[folder:The Avengers]]

An old S.H.I.E.L.D. black-ops team, reformed after Ultimatum.

* AdaptationalVillainy: The regular Avengers are Earth's Mightiest Heroes, the greatest and most famous of all heroes in their universe. The Ultimate Avengers are Nick Fury's death squad of maniacs, psychopaths and jerkasses too extreme for the Ultimates.
* EvilCounterpart: For the Ultimates. How evil? The Hulk was ''rejected'' for not being amoral enough.

!!Gregory Stark

Tony's older brother, who is much more arrogant and morally dodgy. He gets on well with Nick Fury because of this.

* BeardOfEvil: Has a goatee. Blonde, naturally.
* BigBad: Of the ''[[{{Crossover}} Ultimates Vs. New Avengers]]''. He's also revealed to have [[TheManBehindTheMan engineered everything]] that's happened to The Ultimates post-Ultimatum.
* CanonForeigner: Created for the Ultimate Universe... though his power set reveals him to be an {{Expy}} of the [[LightIsNotGood Living Laser]].
* EvilutionaryBiologist: Created Nerd Hulk and The Spider (a genius-level [[Comicbook/UltimateSpiderMan Spider Clone]]) mainly to see if he could. He loans Nerd Hulk to Nick Fury for his Black Ops team and keeps The Spider locked away for a rainy day.
* EvilTwin: He's basically Tony Stark with no moral fiber or integrity whatsover, but with all the business skill and intellectual genius. [[spoiler: Even his abilities are a deliberate opposite of Tony's - Tony wears PoweredArmor, while Gregory's "armor" is on the inside, fueled by {{Nanomachines}}.]]
* {{Expy}}: [[spoiler: His [[{{Nanomachines}} Nanotech]] gives him the abilities of classic Comicbook/IronMan villain the Living Laser and due to his intelligence, he's able to utilize those powers better than his 616 counterpart (able to fend off five trained men bolstered by ''Hulk''-level strength). Unfortunately, Gregory's Nanotech has one gigantic weakness that the original didn't have.]]
* LetNoCrisisGoToWaste: Sees the events of Ultimatum as an opportunity to usurp Tony's position as chief supplier of tech to S.H.I.E.L.D., not to mention his plan [[spoiler: to create super soldiers for a democratic revolution in oppressed dictatorships.]]
* LightIsNotGood: A blonde teetotaler ManInWhite, the man is Tony's physical opposite. [[spoiler: Taken UpToEleven with the reveal that he has powers of his own that turn his white suit into a pure blinding light.]]
* TheManBehindTheMan: In ''Ultimates Vs. New Avengers'', [[TheReveal it's revealed]] that ''he'' is the person who was selling [[GeneticEngineeringIsTheNewNuke super soldier secrets]] to foreign countries, setting up Nick Fury to take the fall.
* ManInWhite: He dresses in white suits [[spoiler: and when he activates his powers, he emanates pure white light]].
* ManipulativeBastard: Sets the Ultimates and the Avengers against each other with ease.
* TyrantTakesTheHelm: Played with. Gregory sets Nick Fury up to take the fall for his own treasonous actions ''and'' discredits Carol Danvers so he can take the reins at S.H.I.E.L.D.... [[spoiler: but only does so to set-up AstroTurf revolutions in the Middle East and North Korea and install democratic governments in the place of dictatorships.]] That the new governments would look upon S.H.I.E.L.D. favorably... well, that's just a bonus.
* WeaksauceWeakness: [[spoiler: Gregory's Nanotech powers are far superior to anything the Ultimates can throw at him, let alone what Tony's suit is capable of. However, still being based purely in technology, Gregory is still vulnerable to something his "stupid" little brother had long made contingencies for in his own suit.]]
-->'''Gregory''': What have you got? Pulsar-beams? Booster jets? Durability? A force field?
-->'''Tony''': Don't forget my [[{{EMP}} electromagnetic pulse]].
-->'''Gregory''': *''[[BroughtDownToNormal depowered]]''* What? What's happening? What have you done!
-->'''Tony''': Your tech might be better than mine, but it's still just tech, Greg. That pulse just took out every piece of electronics in a ten-mile radius.
-->'''Gregory''': [[OhCrap Oh no.]]
* WellIntentionedExtremist: His true plan. [[spoiler: He gets current S.H.I.E.L.D. leadership out of the way so no one can intervene in his planned revolutions to overthrow the dictatorships in the Middle East and North Korea.]]

!!War Machine / Jim Rhodes

* DudeWheresMyRespect: Feels he was shafted by Tony over royalties.
* MiniMecha: His armor is ''huge''.
* MoreDakka: The War Machine armor is packed with enough guns to level a small village.
* TransformingMecha: What the War Machine armour can do, turning into a sportscar. Cap mocks it.
* WeUsedToBeFriends: With Tony.
* YouCouldHaveUsedYourPowersForGood: Tries this on Tyrone Cash. It doesn't work.

!!Black Widow II / Monica Chang

Nick Fury's ex-wife. She really hates him, and with good reason, since he slept with every female person she knew (friends, cousins, her MOTHER) etc. She also has a child named Julius, who may or may not be Nick's.

* ActionMom: Of her son, Julius.
* AlphaBitch: She comes off as this for her team, notable as Nick, who was once married to her, described being her husband as more traumatic than the Vietnam War. Notable as she chose the name Black Widow despite the previous Black Widow having killed her teammate Hawkeye's family simply because it sounded badass.
* AntiHeroSubstitute: Inverted. Monica is far more pure and upstanding than her predecessor, who killed children in cold blood.
* AffirmativeActionLegacy: For the first Black Widow.
* BadassInCharge: Became this after taking over S.H.I.E.L.D. until her death.
* CanonImmigrant: She was brought over to the classic Marvel Universe in ''ComicBook/AvengersAI'' Though the two characters are pretty different, save for their somewhat similar attitudes.
* ClothesMakeTheSuperman: Wore a "Stark Suit" in her first few appearances that served to increase her strength, speed, and agility.
* DroppedABridgeOnHer: Killed in Miles Morales, Spider-Man by the revived Green Goblin without so much as a fight.
* {{Expy}}: Of Maria Hill, after a fashion. Both are hardcore female S.H.I.E.L.D. agents known for their biting attitude that replaced Nick Fury as the head of the organization at one point or another.
* GunsAkimbo: Favors wielding two pistols.
* JerkWithAHeartOfGold: Monica may be the Alpha Bitch of the team, but she's also a loving mother, passionate about defending her country, and worries about her teammates in fights.
* MoreDakka: Sometimes slips into this on missions, including firing a massive cannon that had its own chair attached.
* MostCommonSuperpower: Nick Fury jokingly asks if she had a "boob job," but she just tells him to shut up. Either way, she's as stacked as every other woman in the comic.
* NoodleIncident: Her marriage to Nick Fury. It's alluded to somewhat, with Nick pointing out to the Punisher that he was "married to that bitch" and to not expect sympathy for her being rude.
* TheSmurfettePrinciple: Was the only woman on the Avengers/Ultimates team after the Red Wasp left and before Giant Woman (Cassie Lang) joined.
* SuperSpeed: Had this while wearing her "Stark Suit." She could run at about 110 mph.
* SuperStrength: Per her "Stark Suit," though it wasn't showcased very well before she stopped wearing it.
* SuperToughness: Had this while wearing her "Stark Suit" too.
* VitriolicBestBuds: Has this going with Hawkeye a bit.
* WorkingWithTheEx: She's nowhere near happy about working with Nick again despite secretly still loving him due to their AwfulWeddedLife.

!!Red Wasp / Doctor Petra Laskov

A member of the Liberators, who was recovered by S.H.I.E.L.D. and made to work for them. She joins the team for a chance at revenge on the Red Skull.

* BoxedCrook: Very unwillingly.
* ChuckCunninghamSyndrome: Vanished after Ultimate Comics Avengers vol 1. Justified, since she only wanted to kill the Red Skull, and having gotten that, she has little reason to stick around.
* CombatStilettos: She sported high heels.
* DarkAndTroubledPast: A very horrific past. As mentioned here, the Red Skull broke into her home, abducted her baby son at gunpoint, and then gave her a SadisticChoice of either murdering her husband or watching him shoot her son. She beat her husband to death, then watched the Red Skull hurl her son out a window to his death before he ordered his men to beat and gangrape her before leaving her for dead. She still wears her gold wedding ring to remember what the Red Skull did to her.
* {{Flight}}: Capable of this, thanks to wings like her predecessor.
* HotScientist: Very much so.
* ItsPersonal: Towards the Red Skull, who forced her to kill her husband, murdered her baby boy, and then left her to be brutally raped and beaten by his henchmen.
* MostCommonSuperpower
* OfCorsetsSexy
* RapeAsBackstory: The Red Skull had his men gangrape her, after he forced her to kill her husband and killed their son.

!!Nerd Hulk

A clone of the Hulk with Bruce Banner's intellect. Unfortunately his lack of rage-backed strength make him useless to Fury, who just wanted a Hulk that could smash whatever it was told to smash.

* BewareTheNiceOnes: He doesn't have any of the original Hulk's killer instinct and lack of self-preservation, but if you get him sufficiently riled up... he ''is'' still a Hulk.
* InverseLawOfComplexityToPower: Fury wanted to create a Hulk that was physically powerful while having enough intelligence to properly follow orders. Unfortunately, the Nerd Hulk's intelligence and newly gained cautious behavior took away the Hulk's general advantage of being more powerful and dangerous with his diminished intelligence and reckless rampaging behavior. [[WhatAnIdiot This is lampshaded by Captain America]].
* KilledOffForReal: At the end of volume 3
* NoRespectGuy: Is he ever.
* SuperStrength: He is a Hulk. He's just not as strong as the regular Hulk.
* TokenGoodTeammate: He's the Hulk with Banner's morality and moral compass, making him much more moral than the rest of his team but also a major ButtMonkey for the team.

!!Tyrone Cash / Leonard Williams "The First Hulk"

An old colleague and professor of Bruce Banner, who created an experimental formula to turn into a Hulk, and when it worked formed his own criminal empire.

* BaldOfEvil: Of a sorts. He has a haircut that leaves a good portion of his head bald and his remaining hair in the style of a tribal tattoo. It looks intimidating as hell when he's hulked out... and silly when he's not.
* CanonForeigner: Created specifically for ComicBook/UltimateMarvel. An alternate version of Leonard Williams does eventually make his way to the 616-verse as part of the [[EliteMooks Thor Corps]] with Gamora and Kit Renner.
* EvilBrit: And he revels in it.
* EvilOldFolks: Cash is a withered, crippled old man when he isn't hulked out, living large in a life of crime and indulgence that comes crashing down when Nick Fury comes knocking at his doorstep.
* {{Expy}}: Cash is effectively the ComicBook/UltimateMarvel version of Grey Hulk's "Joe Fixit" persona, but even more morally bankrupt and a Crime Lord rather than a mere Enforcer.
* FeetOfClay: For his protégé Bruce Banner, who is the one officially credited with creating the Hulk Formula. Most of the research is derived from Williams' own notes, which Banner built from to develop his own SuperSoldier serum. [[ZigZaggingTrope This is later Zig-Zagged,]] as Williams took Banner's flawed formula and ''perfected it,'' transforming himself into a Hulk that gets to keep his intelligence.
* TheHedonist: Sells SuperSoldier formulas to foreign powers to fund his extravagant lifestyle.
* ItsAllAboutMe: The very reason he never made more of himself, despite perfecting the [[PsychoSerum Hulk Serum]] Banner created based on his research. Once he realized what his Hulk form was capable of, he decided to [[{{Jerkass}} fake his death and ditch his family]] to live large in South America.
* JerkWithAHeartOfJerk: When told his family miss him, he just casually brushes it off. He also grabs a plane mid-flight, smashes it against War Machine and taunts him about it. When Fury instead tells him that he will personally let his family knows that [[HiddenDepths he's still ''alive''... he timidly complies.]]
* KilledOffForReal: Once he's stopped being immediately useful to the Avengers, he's offed.
* MundaneUtility: Called out on this by both Nick Fury ''and'' War Machine. He could have used his genius to help the government in the [[GeneticEngineeringIsTheNewNuke superhuman arms race]] or even turned his refined Hulk formula towards the greater good in medicine. Instead, he operates in a third-world country living a [[Film/Scarface1983 Scarface]]-inspired life. [[ItsAllAboutMe And that's how he likes it.]]
* ScaryBlackMan: Makes his living actively embodying the stereotype.
* SuperpowerLottery: Williams took Bruce Banner's Hulk formula (which was based on his own notes anyway) and ''perfected it'', allowing him to hulk up while retaining his intelligence. He's much stronger than Banner's base level but doesn't seem to [[AdaptiveAbility get stronger the longer he fights]], which isn't really a hindrance for him (as it is for The Abomination and Nerd Hulk) because he's perfectly capable of cutting loose when the situation calls for it.
* TokenEvilTeammate: He only joined the team in the first place after Fury blackmailed him and he's one of if not the worst of team in terms of personal morality since he does what he does ForTheEvulz since EvilFeelsGood. This comes back to bite him when he stops being useful to Fury anymore, and gets a bullet to the brain from Nick for his trouble.

!!The Punisher / Frank Castle

* ColdBloodedTorture: He's very fond of it. Nick managed to get him to join his team a second time by offering to grant him free reign to torture and kill prisoners in the prison he was contained in along with a shopping list of torture tools.
* GunNut: It's The Punisher. What would you expect?
* MoreDakka: His solution to any given problem is to fire more bullets at it. Any.
* NiceJobBreakingItHero: He's the one who bears a lot of blame for the [[spoiler:death of Peter Parker]], since he took a bullet that Frank intended for Captain America.
* RoaringRampageOfRevenge: Against criminals. ''All criminals''. Why? Because his family was murdered by a gang of criminals and the corrupt cops that took their bribes.


!!Herr Kleiser
One of the Chitauri, an alien race of reptilian humanoids who supported the Nazis during UsefulNotes/WorldWarII and who were the main threat that Captain America fought against.

* BigBad: For the first arc.
* GroinAttack: Attempts this on Cap, who catches his leg, pulls hi mtowards him and gets him in a hold
* HealingFactor: Even being cut in half doesn't stop him, which is why they had to call in the Hulk, since only he could do enough damage to put him down
* MusclesAreMeaningless: He looks like an average toned human man, but he can fight well against [[SuperSoldier Cap]] and the Hulk.
* NinjaPirateZombieRobot: A shapeshifting alien who takes on the form of a Nazi.
* SmugSnake
* StupidJetpackHitler: Again, a shapeshifting alien Nazi.
* ThoseWackyNazis: They were also in league with aliens.
* VoluntaryShapeshifting: Though he has to eat them first...

!!Loki[[note]] Gunnar Golman, [[spoiler: Baron Zemo]][[/note]]


-->''They had a Norse god on their side. It's only fair you should get one too.''

[[CainAndAbel The Cain]] to Thor's Abel, Loki is revealed to be TheManBehindTheMan for the first two volumes of the series, pulling everyone's strings to get his brother out of the picture and conquer the world [[ForTheEvulz for shits and giggles]]. More malicious than mischievous, he is nonetheless the God of Mischief and, when provoked, is more than willing to prove the [[PhysicalGod "God"]] part of his name.

* BigBad: In ''The Ultimates 2''
* {{Bishonen}}: His appearance in ''The Ultimates 2'' is actually what kicked off the trend of Loki being portrayed as (relatively) young and attractive, as his classic appearance in the 616-verse usually had him drawn as sickly, older, and a bit craven.
* BroughtDownToBadass: Even without his godhood, Loki proves to be a pain due to his wits and knowledge of the arcane.
* ComicBookFantasyCasting: He is [[http://static.comicvine.com/uploads/original/2/28079/1216131-loki__03__001__01_.png drawn]] to resemble a young Creator/NeilGaiman, making him the second character in the book to have a real-life model (the first being Creator/SamuelLJackson allowing his facsimile to be used for Nick Fury). [[note]]This was a deliberate choice by Creator/MarkMillar and [[ComicBook/TheAuthority artist Bryan Hitch]], starting initially as a joke between friends. After Creator/NeilGaiman caught wind of it, he gave his blessing.[[/note]]
* DePower: In The Ultimates 2, Loki is a reality warping PhysicalGod able to summon an entire army from Asgard and fight toe-to-toe with his brother. [[spoiler: However, as a direct result of him cutting loose, he lands squarely on Odin's radar. The Allfather re-powers Thor and sends a squadron of ''Valkyries'' to back up The Ultimates while stripping Loki of his godhood. In a later arc he reappears, still mortal, having to rely on his own magical prowess and wits.]]
* EarlyBirdCameo: First appears in a background shot during the first issue, when he's making Thor look crazy.
* ForTheEvulz: Despite enabling The Liberators to conquer the United States, Loki doesn't seem to have any real goals of conquest of his own aside from screwing with his brother and shiggles.
* LoopholeAbuse: It's implied that the Odinson Brothers cannot actually kill each other, so when Loki escapes his imprisonment he opts to turn The Ultimates against Thor (by making them think he's mentally unstable) to keep him out of his plans. It's telling that Loki's power starts to fail when he attempts to kill his brother ''himself'' and Thor can only banish Loki back to Asgard rather than kill him outright.
* MadeOfDiamond: The Liberators are a deadly group of genetically enhanced Super Soldiers... but Loki is ''[[PhysicalGod a God.]]'' He can completely NoSell punches from The Hulk and even shrugs off blows from Mjolnir before Odin strips him of his powers.
* ManipulativeBastard: Turned the team against each other with ease, making Thor look like a nutcase (and later gaslighting him to make Thor doubt his own sanity), and convinced Nick Fury that ''Captain America'' was a traitor.
* NonActionBigBad: Justified, because if he uses his powers Odin will know where his is. The most he can do is mess with people's perceptions. Eventually he decides he doesn't care, and lets loose.
* NotSoHarmlessVillain: While not strictly "harmless", Loki remained behind-the-scenes and manipulated events to create The Liberators whilst branding his brother as a mentally-ill man who is powered by stolen Tech. Once his team is defeated, though, Loki decides to stop holding back and release his full godly power. His first action turns the sky ''red''.
* OneWingedAngel: After The Liberators are defeated, Loki finally decides to get serious and unleash his might. Curiously, it isn't Loki himself that changes form, but the invocation of his full strength ''bends reality itself'' around him, turning the sky blood red and summoning an army of mythical monsters to destroy The Ultimates.
** ClippedWingAngel: Unfortunately for Loki, using his full power allows his father to zero in on his location, resulting in his powers being stripped from him in the middle of battle with Thor.
* PhysicalGod: He isn't nearly as imposing as his brother, but no one is able to touch him until Odin's intervention. And even after that, it takes the combined might of The Ultimates, a fully-powered Thor, Odin stripping him of his godhood, ''and'' an Asgardian Army to weaken him enough for banishment.
* RealityWarper: Loki's bread-and-butter. He keeps things small scale at first, like shifting Thor's senses, due to him wanting to stay off of Odin's radar. However, after the rest of The Liberators are defeated he [[NotSoHarmlessVillain decides to cut loose.]]
* RedemptionEqualsDeath: Admits he regrets his actions and makes amends with Thor seconds before they go to die in battle together.
* RelatedInTheAdaptation: An odd case. In both the 616-verse and the Franchise/MarvelCinematicUniverse, Loki is Thor's ''adopted'' brother, though his origin differs a bit in each universe. In ComicBook/UltimateMarvel, Loki and Thor are ''half-brothers'' through Odin, conceived as part of a peace agreement with the [[GenderFlip giantess]] Laufey.
* SealedEvilInACan: This is what Loki was until just before the events of The Ultimates Vol. 1, escaping shortly after The Hulk's first rampage through New York. He had been trapped for more than 50 years within The-Room-Without-Doors until managing to scrape enough power together to slip away. After Odin strips Loki of his godhood, Thor is able to send him back to his prison. [[spoiler: The City's attack and ultimate destruction of Asgard allows Loki to escape once more, though he is but a shadow of his former power without his godly strength. This doesn't stop him from being a gigantic pain in the ass, though, as he is still a world-class sorcerer.]]
* ThoseWackyNazis: Loki's support of The Liberators isn't the first time he's meddled with the human realm. [[spoiler: As Baron Zemo, he rallied the Frost Giants and allied with the Nazis in World War II, bringing an army of both against Asgard to overthrow Odin. His resulting defeat led Odin to imprison him inside The-Room-Without-Doors until his escape a half century later during the events of The Ultimates Vol 1.]]

!!The Liberators [[note]](Colonel Abdul al-Rahman, The Abomination, the Crimson Dynamo, Perun, Hurricane, Swarm & the Schizoid Man)[[/note]]
[[caption-width-right:350:Starting clockwise: The Abomination, Perun, The Crimson Dynamo, Schizoid Man, Hurricane, [[BigBad Loki]], The Swarm, The Colonel.]]

-->''The Great Satan has just been liberated.''

A super soldier team put together by nations worried about the escalation of the American super-soldier initiative. They invade the United States in volume 2. The team is run by Loki.

* AnArmAndALeg: Abomination loses his arms to Hulk, before his head. Hulk also literally disarms Abdul when he tries to stab Cap from behind
* AlasPoorVillain: Abdul is given this treatment.
--> '''Fury''': (to Cap) Skinny kid becomes a super-soldier to go off and fight the invading army. [[NotSoDifferent Guess that story pushes the right buttons for you, huh?]]
* AntiVillain: Most of them are utter bastards, but the Colonel, at least, seems to be a genuinely good guy who just happens to be fighting for the wrong side. Indeed, his death scene is probably the most respectful send-off anyone's ever gotten in the entire series.
* AlwaysSomeoneBetter: Played with. They were certainly trying for this. The Abomination was the Hulk with brains. Swarm summons armies of wasps. Crimson Dynamo has a bigger suit no doubt intended to be higher powered. etc. But the Ultimates counter by revealing upgrades or levels taken in badass. And in the case of the Abomination, being an intellectual isn't very useful when your best assets are your rage and your fists.
* ButtMonkey: The majority of them. Perun gets a special mention since he not only was never seen in combat, but was the only Liberator to have willingly surrendered. And when he reappeared in Ultimate Avengers, he [[DroppedABridgeOnHim was instantly killed]].
* EvilCounterpart: For the Avengers.
* {{Foil}}: The Colonel, for Captain America. Like Steve Rodgers, he was a sickly boy with strong personal beliefs and a love for his home country. Unlike Steve Rodgers however, he's motivated by revenge, since his country was invaded by America twice during his life. It even applies to their designs. Steve primarily wears blue, while the Colonel wears red. Steve wields a shield, the Colonel carries a laser-sword.
* ImpaledWithExtremePrejudice: Cap does this to Abdul, with [[HoistByHisOwnPetard Abdul's own sword no less]]
* {{Jerkass}}: Hurricane.
* KilledOffForReal: All of them, save Swarm (if she is the same person as Red Wasp).
* MultinationalTeam: A supervillain example composed of a Iranian-Azerbaijani (The Colonel), two Chinese (Crimson Dynamo and Abomination), a Russian (Perun), a Georgian (Swarm), a North Korean (Hurricane), a Frenchman (Schizoid Man) and an Asgardian masquerading as a Norwegian (Loki).
* NeckSnap: How Perun dies.
* OffWithHisHead: Abomination, via Hulk punch.
* ThePsychoRangers: Each of them mirrors a specific Ultimate. In this case, the Colonel (Captain America), Abomination (Hulk), Perun (Thor), Swarm (Wasp), Hurricane (Quicksilver), Dynamo (Iron Man).
* QuirkyMinibossSquad: Unlike the Chitauri, the Liberators actually get distinctive looks and personalities.
* RedShirtArmy: A literal one. Their foot-soldiers will die in about a month, but since their bosses just need a disposable army, they're perfect. They all die.
* RequiredSecondaryPowers: Worth mentioning because aside from The Colonel and Schizoid Man, the team ''doesn't have them.''
** The Crimson Dynamo wears a power suit so large it counts as a MiniMecha, but lacking Tony's unique physiology and the nanites used to interface with the traditional Iron Man suit, he is permanently sealed into it and directly hard-wired via his central nervous system to control the suit's drones.
** The Hurricane gained her SuperSpeed via surgery and genetic enhancement, but has to wear a specialized armor to reduce the friction generated by using her powers. And even that is taken beyond it's limits by Pietro (who was born with his abilities and is durable enough to properly use them).
** The Abomination is stronger than The Hulk yet still maintains his intelligence. However, this means he lacks the berserker instincts The Hulk has to properly utilize his strength (as The Hulk ''has no fear of death'').
** The Swarm is able to control a wider array of insects than Hank Pym, but aside from a horrific appearance lacks ''any other powers'', leaving her helpless as [[spoiler: The Wasp grows to gigantic size and squashes her flat.]]
** Perun is a lower powered version of Thor, running on technology rather than godly power which might kill an ordinary man. Oddly enough, he still manages to survive his fight and get away [[spoiler: though he shows up long enough to get killed in the next volume]].
* ShockAndAwe: Like Thor, Perun can summon lightning.
* TokenGoodTeammate: The Colonel is the only one to not display any real negative traits, simply with them for the goal of protecting his homeland. He even insists the American people don't suffer for the sins of its government. It gets to the point that Cap and even [[VillainProtagonist Fury]] feel sympathy for him.
* YoungerThanTheyLook: The Colonel is a teenager, but he looks like he's in his mid-thirties.


* AlasPoorVillain: He, of all the people, gets this in his final issue. [[spoiler: It turns out all he wanted was to use the Cosmic Cube to go back in time, prevent Cap from freezing, and then his parents (Steve and his then sweetheart, Gail) could marry and raise him themselves (since he utterly loathed his life as a {{Tykebomb}}. To his credit, he knew the evils he had committed, but by then, it was too late for him.)]]
* AntagonisticOffspring: [[spoiler: To Cap]]
* BastardBastard: Of a sort. [[spoiler: Everyone views him as the second coming of Steve Rogers, to the point that his childhood is effectively stolen from him as The Government can't help but train him up to be another Captain America. He eventually cracks under the pressure, resulting in his transformation into The Red Skull.]]
* BigBad: Of ''Ultimate Comics: Avengers - The Next Generation''
* BodyHorror: Calmly sliced off his own face, just to stop looking like his dad.
* EvilOldFolks: Is in his late 60's when he resurfaces, but due to the Super Soldier formula running through his veins his physique reflects a man half that age.
* HeWhoFightsMonsters: [[spoiler: When it's revealed what he actually wanted the Cosmic Cube for - everything he did from killing JFK on was in service of tracking down a means to travel backwards in time to rescue his father. He likely justified every KickTheDog moment he had because if he succeeded in going back to the past, none of his most extreme actions would have actually happened.]]
* ImpaledWithExtremePrejudice: By a plane. It doesn't kill him, though.
* LaserGuidedKarma: Was killed by the woman that he forced to kill her husband, before throwing her baby out the window and having his thugs gang-rape her.
* LukeYouAreMyFather: [[spoiler: Captain America is his father]]
* RelatedInTheAdaptation: [[spoiler:Again, this version of the Skull is the son of Captain America.]]
* SetRightWhatOnceWentWrong: [[spoiler: His true motivation. He wants the Cosmic Cube (a device of near infinite power)... to travel back in time and prevent his father from being frozen in the Arctic.]]
* StrongFamilyResemblance: Before he cut off his face, he was the spitting image of his father.
* TattooedCrook: He has these all over his body including on his '''skinned face!'''
* {{Tykebomb}}: [[spoiler: He was brought up to be the next Captain America and taught to [[MyCountryRightOrWrong serve his country]] no matter what.]]
* WellIntentionedExtremist: As sick as he is, [[spoiler: once it's revealed he intends to change the timeline, it becomes clear that his horrible actions are driven by him just not giving a shit about what happens because he's going to reset it anyways.]]
* WhoShotJFK: Why, he did. Just to prove to the U.S. government what he could do.
* WouldHurtAChild: Pitches an infant out the window with zero remorse.

!![[spoiler: [[ComicBook/UltimateFantasticFour Reed Richards]]]]

* AbusiveParents: His father was, essentially, what happens when a stereotypical JerkJock grows up to have a son who's a nerd...
* AlwaysSomeoneBetter: [[spoiler: If his rant to the new president is any indication, he considers Tony Stark this.]]
* {{Expy}}: While he started of course as a counter part of the original [[spoiler: Reed Richards]], he became one of [[spoiler: [[Characters/{{Avengers Villains}} Kang The Conqueror]] and/or Doctor Doom]].
* FaceHeelTurn: [[spoiler: Reed ironically ends up being very much like Doctor Doom.]]
* GoodScarsEvilScars: Received from Johnny Storm, after he attempted to kill Susan Storm. For unknown reasons, it shrank over time, going from massive disfigurement to just a mild scratch across one eye. Justified by TheReveal that he's basically a HumanoidAbomination.
* HeelFaceTurn: Saw the error of his ways after Cataclysm after witnessing the alternate life he would have had if he stayed with Sue and remained a good person. [[spoiler:Or not, as New Avengers revealed he was faking it, and just continued on with what he was doing anyway.]]
* HelmetsAreHardlyHeroic: Has a conical helmet covering his face, which handily conceals his identity.
* ItsAllAboutMe: He views himself as the sole savior of the universe and feels everyone who is against him is wrong.
* {{Jerkass}}: He had problems with this even before his FaceHeelTurn, but it kicks into overdrive once he turns.
* KnightTemplar: He wishes to solve all the problems of the Earth, no matter the cost.
* ReedRichardsIsUseless: A dark take of the trope. After getting stopped and stalled from every scientific discovery that he ever made, Reed Richards just loses it and starts taking out every scientific hero or foundation who could possibly stop him.
* SelfMadeOrphan: The first people he killed when he went evil were his family.
* SmugSnake: He's very proud of his intelligence and won't let anyone forget it.
* TurnedAgainstTheirMasters: [[spoiler: Eventually, the computer of the City comes to the conclusion, that Richards's megalomanic and warmonger attitude is obsolete, and only hinders the further development of the City. Or not, as it remains allied with him in secret.]]

!! Modi Thorson
Modi is the son of Thor and Hela, one of the few Asgardians to survive the Maker's assault on Asgard, and the God of Anger. After being left in the Room Without Doors, he aligns with Hydra to take revenge on his father.

* AlasPoorVillain: Thor is absolutely devastated at having to kill him.
* AntagonisticOffspring: To Thor, after becoming an adult.
* AGodAmI: Slightly justified since he is one, but he takes it a step further and declares himself the one true god.
* BadassBoast: Lets out one after Thor mistakes him for Loki. He promptly transforms from human clothes into much more regal divine armor.
--> '''Modi''': I'm not your brother. I'm your son. I am Modi, the [[LastOfHisKind last surviving Asgardian]]. And I am your [[AGodAmI only God]]. Bow, father. Bow and obey!
* ChildByRape: While Thor was given a choice to have sex with Hela, the fact it was the only way to leave made it coercion.
* CruelMercy: Regards Thor saving him from Ragnarok as this. While he survived, it drove him insane.
* DefiantToTheEnd: Uses his final moments to verbally tear Thor apart for abandoning him in the World Tree.
* DropTheHammer: Wields Mjolnir, which was given to him by Thor.
* DyingCurse: Bitterly tells Thor that his death will haunt him.
* GenerationXerox: He's very much like his uncle Loki, in both personality and powers, to the point Thor initially believes him to be a disguised version of the deceased trickster.
* GoMadFromTheIsolation: He spent [[YearInsideHourOutside years]] in the Room Without Doors and when he came out, he was hungry for revenge.
* HumansAreBastards: Came to believe this after witnessing Asgard's destruction. He doesn't even think he's controlling the humans in his army, just showing off their true selves.
* LastOfHisKind: Alongside Thor, he's the only Asgardian to survive Ragnarok. Since Thor was BroughtDownToNormal while he remained a God, he considers himself to be this.
* MismatchedEyes: One of his eyes is red while the other is blue.
* OlderHeroVsYoungerVillain: He's (physically at least, if not mentally) younger then any of the Ultimates.
* ScarfOfAsskicking: Sports a big blue one in his "godly" form.
* UsedToBeASweetKid: What we see of Modi as a child is mostly an innocent little boy.