Characters / The Ultimates

S.H.I.E.L.D.

S.H.I.E.L.D. in general

S.H.I.E.L.D. is the organization led by Nick Fury that deals with threats to national security, specially those involving meta-humans of any kind.

---

• Adaptational Nationality: This version of S.H.I.E.L.D. is not an international organization, but an American one.
• Airborne Aircraft Carrier: Never seen without their signature helicarrier.
• Big Good: S.H.I.E.L.D. in general, Nick Fury in particular. S.H.I.E.L.D. is the Government Agency of Fiction, oversees all superhuman activities (heroes and villains alike), takes an active role in detaining superhuman criminals (they do not simply sit and wait while Holding Out for a Hero), and have effective Tailor-Made Prisons for superhuman criminals, which are almost never made of cardboard. In addition to that, Fury serves as a Parental Substitute for Parker, they paid the Hero Insurance of the X-Men for some time, they were indirectly the chiefs of the Fantastic Four (as they command the soldiers that command the Baxter Building), and the direct chiefs of the Ultimates. And, when S.H.I.E.L.D. was temporarily out of action during the civil war, Nick Fury served this role personally.
• Good is Not Nice: That said, they can (and do) get up to some majorly dicey things, including imprisoning people without trial or parole and experimenting on them to create more super-powered beings.
• Government Agency of Fiction: As usual, the main example in Marvel Comics. They also appear as The Men in Black before switching to main uniforms to add to their mysterious reputation.
• Home Base: The helicarrier is used for mobility and combat, but the actual base is the Triskelion.
• Island Base: The Triskelion is located on an island next to New York.

Nick Fury

Nick Fury

Voiced by: Dave Fennoy (Ultimate Spider-Man (2005))

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 used Samuel L. Jackson's likeness^note Contrary to popular belief, Samuel L. Jackson was not consulted in the use of his likeness for Nick Fury. This almost got Marvel sued but they were able to work out a deal with him. for this version of the character, which has led to Jackson playing Fury in the Marvel Cinematic Universe.

---

• Action Dad: Fury might be, since his ex-wife has a son, though whether he's Fury's son hasn't been confirmed.
• Artificial Limbs: Nick Fury lost an arm in an invasion of America. It was eventually replaced with a cybernetic version.
• Back for the Finale:
  • If Ultimatum was the end of the Ultimate universe, as originally planned, Nick Fury would have fit the role.
  • He was absent in the aftermath of Cataclysm, but returned for Secret Wars and Ultimate End.
• Badass in a Nice Suit: His first appearance in Ultimate X Men was in pure James Bond style. Of course, it didn't stick.
• Badass Longcoat: Part of his trademark style. He's rarely seen without it.
• Batman Gambit: His appearance during Ultimate Spider-Man's "Venom Wars" arc has him telling Peter explicitly to not investigate Trask, knowing full-well Peter will do the exact opposite.
• Berserk Button: Fury gets furious when Peter Parker makes a sarcastic comment about his eye.
• Blasphemous Boast: When his team manages to ward off Gah Lak Tus:
  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?
• Canon Immigrant: He was brought 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., eventually replacing him.
• Cast from Money: Fury wears a suit in Ultimate X Men that lets him turn intangible and invisible but it's remotely activated from his home base so he has to haggle with SHIELDS accounts department in order to get longer usage due to running costs.
• The Charmer: Fury has a knack for endearing himself to anyone he needs something from, whether it be a resource or even membership, having formed superhuman teams with his talent for building alliances during his asset's lowest moments. He also uses this skill to become The Casanova and seduce scores of women in his off-hours.
• Colonel Badass: Has plenty of troops under his beck and call, and is not afraid to join the action personally.
• Comic-Book Fantasy Casting: He's explicitly based on Samuel L. Jackson, who would go on to portray the character in the Marvel Cinematic Universe.
• Composite Character: Of Nick Fury and the background of Isaiah Bradley, the black Captain America.
• Control Freak: It's part of what makes him so effective at his job.
• Crazy-Prepared: 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. He also has "cameras in places you wouldn't believe", including several in Hawkeye's house he never told anyone else about.He even formed secondary superhero teams in his spare time such as the West Coast Ultimates, the Avengers, and the Howling Commandoes in case the Ultimates failed him.
• Darker and Edgier: Nick Fury, no pun intended, is corrupt and has done immoral things to stay in charge of S.H.I.E.L.D.
• Deuteragonist: Of the entire Ultimate Universe. Nick Fury is the linchpin that connects the Ultimates, Ultimate X-Men, Ultimate Spider-Man and even Ultimate Fantastic Four to an extent. He's the leader of SHIELD and the Ultimates, widely seen as the most powerful figure in the superhero community, he's also Peter's main mentor figure in the superhero community, and the latter is also his Morality Pet. And yet, he is not the actual protagonist or any given story, nor he had any dedicated comic book.
• Early-Installment Weirdness: In his first appearance, in Ultimate X-Men, he doesn't look like Samuel L. Jackson, and has a lot more James Bond-esque tech reminiscent of regular Fury. He also suggested that his mom was alive, something unlikely as Ultimate Origins placed his origin back in the WWII era. Origins also showed that Fury did had hair at least, reaffirming that element back into canon.
• Evil Versus Evil: Ultimate Nick Fury is notably darker than the original. A few feats including working with Ultimate Doctor Doom to tamper with one of Richard's probes, preferring to work with Ultimate Iron Man's more amoral older brother Gregory Stark, and secretly hiring the Ultimate version of the Red Skull to regain his position as the head of SHIELD.
• Eyepatch of Power: It's Nick Fury. Anything else just wouldn't be right.
• Eye Scream: He lost that eye in the 90s due to a combination of the Taliban, Logan, and some explosions.
• Fights Like a Normal: He is actually the first super soldier, and he has all the powers of Captain America. But he thought that being Captain America was something that only The Chosen One would be, and he did not feel like being that one. He still serves his country, but fighting like a regular person.
• Good is Not Nice: National and worldwide security takes priority, and he has no problem torturing or even killing if it serves that purpose.
• Honorary Uncle: He adores Hawkeye's kids. When they are murdered by terrorists that attacked Clint at his house, he's royally pissed off.
• Horrible Judge of Character: He worked with both Dr. Doom and The Maker, despite their known villainy. And, to nobody's surprise, they backstabbed him.
• The Leader: Shares this role with Captain America. In addition to being Director of Shield, Nick is basically the field commander of the Ultimates and the Avengers in the bulk of his appearances. Suiting up and going in guns blazing along with the teams and a squad of rank and file soldiers.
• Manipulative Bastard: 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.
• Manly Tears: At the end of Ultimate Fallout, he shows up in Mary Jane's room to have a talk, and finds her writing a book where he blames him for the death of Spider-Man. So what now? Does he take her prisoner? Does he force her to silence for some vague national security reason? Does he confiscate her computer? None of that: he bursts into tears over the loss of Peter, and tells Mary Jane that she's completely right about him.
• Military Maverick: A spy variant, Fury deconstructs the trope hard throughout his appearances. On one hand he regularly crosses the boundaries of what he's allowed to do and defeats all types of metahuman baddies because of this. On the other he habitually keeps secrets from his superiors (i.e. keeping metahuman criminal citizens imprisoned without consent or basically stealing information he's not allowed) and literally monopolizes the metahuman policing authority through the Ultimates to the point government divisions like the FBI or CIA employ mad scientists like Doctor Octopus to make them their own metahumans just to counteract Fury. Fury even got chewed out and has been fired by more than one President because he keeps secrets and acts without orders from his own superiors, with them only tolerating Fury as long as he gets results.
• Mission Control: In some stories he plays this role, in others he takes part in the action directly.
• Morality Pet: Peter Parker and Miles Morales. They are the Naïve Newcomer to Fury's Seen It All, and have the optimism that he had gradually lost over the years.
• Mythology Gag: If Fury needs a disguise in a story written by Bendis, he will use a hologram that looks like the original Fury.
• Not Afraid to Die: 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.
• Old Soldier: He has served in Vietnam, South America, Kosovo, Gulf War One and any modern war to care to number.
• Older Than They Look: Nick was a young man in World War 2.
• Papa Wolf: He adored Hawkeye's kids, so when they're brutally murdered, he's not in any mood to listen when Cap is framed.
• Pet the Dog: 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.
• Race Lift: The first to make Nick Fury African-American, and has since been the basis for other incarnations.
• Refusal of the Call: 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.
• Rule of Cool: The reason Ultimate Nick Fury was written as Samuel L. Jackson.
• Super Prototype: Nick Fury was an American soldier who Got Volunteered for Operation: Rebirth. He was the first test subject to not die in the process, and he quickly took the opportunity to run for it. He doesn't make a habit of showing off his powers, though.
• Team Dad: He serves this role for the superheroes of the Ultimate Marvel universe.
• Unwitting Instigator of Doom: The attempts to recreate the super soldier formula led to the creation of Hulk and the Green Goblin, when Bruce Banner and Norman Osborn tested their partially successful versions on themselves.
• Vetinari Job Security: Either by his own manipulations or others needing him for it, Fury will always end up as the Director of SHIELD. Because his successors either end up proving to be too incompetent or corrupt for the job and because Fury wants to make sure he doesn't go through the Resignations Not Accepted caveat (marked for death upon retirement) of being a director.
• Working with the Ex: He works with Monica Chang, his former wife, in the Avengers much to their mutual chagrin due to their past Awful Wedded Life.

Betty Ross/She-Hulk

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 Ultimate Marvel version of She-Hulk.

---

• Action Girl: As the She Hulk. Before obtaining powers Betty had a role as apart of mission control at SHIELD.
• Adaptational Jerkass: Betty Ross was created as a sweet girl that fell in love with Bruce Banner, in stark contrast with her father, "Thunderbolt" Ross, an always-angry General Ripper. The Ultimates version emphasizes her Military Brat aspect instead.
• Adaptational Job Change: Here, she's a PR woman for SHIELD.
• Alpha Bitch: She used to be one, with Janet as one of her underlings. She's still mean towards Bruce, which led to him taking the serum to become Hulk again.
• Career Versus Man: She chose her career over Bruce. He (and the Hulk especially) didn't take it too well.
• Composite Character: As noted above, she becomes this universe's She-Hulk. Also a case of Decomposite Character, as Ultimate Wolverine vs. Hulk introduced Jennifer Walters.
• Full-Frontal Assault: She attacked Wolverine while naked.
• In Love with Your Carnage: 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.
• Interplay of Sex and Violence: She-Hulk first appears (and is revealed to be Betty Ross) when Wolverine was fighting the Hulk. She interrupted the fight to take on Bruce herself, and after exchanging a few blows, Wolverine notes that he can't tell if they're fighting or @#$%ing. Even earlier, in the first Ultimates arc, Betty has been dismissive and borderline abusive to Bruce. After he Hulks Out again and saves the day by eating the Chitauri leader, Betty point-blank asks him if it's possible to arrange a conjugal visit.
• Lack of Empathy: And not just toward Bruce. She's a career gal, and that career is PR. In the aftermath of the Hulk's defeat, she's eagerly reporting to Nick how things are going with the team's approval rating. At the funeral for the Hulk's victims. Even Nick is appalled by that one, and tells her to tone it down a notch. All of this changed when Bruce Banner's secret was outed and had time to realize that he will be sentenced to death, which defrosted her icy personality.
• Military Brat: Emphasized over the main universe version.
• Nightmare Fetishist: She gets pretty hot and bothered when she hears about some of the nasty shit the Hulk gets up too. At one point she requests to see a video of Banner eating someone with a lewd expression.
• Transformation Exhilaration: She-Hulk's transformations are depicted as orgasmic in all but name: one notable sequence features her enthusiastically moaning "yes!" as the transition begins, letting out a Big "OMG!" as she - ahem - completes her transformation, and following it up by asking "was that as good for you as it was for me?"
• Xenafication: In the original comics, she was just Bruce Banner's love interest, the sweet daughter of General Ross. Here, she got Adaptational Jerkass first and then became the Ultimate She-Hulk.

Carol Danvers

Carol Danvers

Nick Fury may not be in charge, but S.H.I.E.L.D. has to keep up working.

Initially the head of security for Cape Canaveral, Carol Danvers was the one who questioned Marh-Vehl after his defection. Some time later, when Nick Fury was ousted from SHIELD, she was made Director in his place. She didn't do terrifically well, and was eventually removed and replaced with a restored Nick Fury after the death of Spider-Man.

---

• Adaptational Wimp: As with the original Carol Danvers, she starts as a Colonel Badass without powers. But unlike the original one, she stays that way for the duration of the universe, and never becomes Ms. Marvel or Captain Marvel.
• Badass Normal: Carol can join the action with SHIELD gear, is capable of surviving around Norman Osborn, and unlike her regular Marvel counterpart she never gains any superpowers.
• Boyish Short Hair: In her first apperance. Later on, she has long blonde hair, like the mainstream version.
• The Comically Serious: Depending on the Writer, she can be either comically serious or just serious. She once had to remind Captain America that she never cracks jokes before she told him that he had just been elected president.
• Nice Job Breaking It, Hero: During Ultimate Spider-Man, repeatedly. For a few examples:
  • Attacking and antagonising Spider-Man when Norman Osborn escapes his cell, rather than just asking for help.
  • Futzing with his webs-shooter so that Peter runs out of web fluid at a critical moment (and would have become street pizza if not for Shadowcat).
  • When Norman gets better from being killed, she... just locks him back up in the same cell he previously escaped from, allowing him to, surprise surprise, escape again. In the exact same way.
  • For added measure, she also inflamed the public hatred against mutants to serve as a scapegoat for the Ultimatum event, which led to even worse persecution, and indirectly caused the death of Spider-Man by failing to keep Osborn locked away.
• Opposites Attract: Is a serious by-the-book person who is annoyed by Tony Stark and the Ultimates' cavalier behavior. But she also is secretly dating Tony.
• The Peter Principle: As the head of security for NASA, she's competent at her job (alien killbots and infiltration notwithstanding). As head of SHIELD... she's got a long string of disasters and screw-ups to her name, which eventually gets her fired.
• Power Hair: Her initial look in Ultimate Galactus. She grows it out on joining SHIELD.
• Properly Paranoid: Carol never trusted Phillip Lawson because she thought he was a flake. Turning out to be an alien spy sent to watch humanity die did not improve her opinion of him at all.
• Slasher Smile: She looks... way too enthusiastic about the idea of handing Marh over to SHIELD's hands for interrogation and dissection.
• Sucksessor: Portrayed as one and mocked in-story for not being as competent or capable with her job as Fury was and she is constantly aggravated by how her superiors treat her like a witless desk jockey compared to how much they respected Fury. Her string of failures adds to the fire and eventually it gets her fired.

Sam Wilson

Sam Wilson

The Eagle has landed! Repeat, the Eagle has landed!

A former Special Forces soldier turned consultant for Fury. He developed a pair of wings for himself which allow him to fly.

---

• Adaptational Intelligence: Sam Wilson is no idiot but this version of him is a scientist. Tony Stark considers Sam to be the second smartest man in the entire world (number one being himself).
• Adaptational Wimp: Lack's regular Sam's superpowers.
• Combat Pragmatist: Is willing to fight dirty, such as his fight with Colossus.
• Homemade Inventions: Invented his equipment with good old-fashioned technology.
• Military Superhero: Much like in Heroes Reborn and later the Marvel Cinematic Universe, this version of Sam was in the armed forces.
• Logical Weakness: Has a knack for figuring these out in his opponents. For example; if Colossus is entirely metal, how would he see?
• Robosexual: Had a romantic relationship with Vision.
• Superhero Packing Heat: Wields two guns in addition to his wings.
• The Worm Guy: His job as Fury's consultant.

Wendell Vaughn

Wendell Vaughn

The head of security for Project PEGASUS, a (supposedly) secret SHIELD facility. Has probably the worst luck and the greatest job security in the world.

---

• Adaptational Wimp: This version of Wendell never becomes Quasar, and remains a hapless SHIELD guy.
• Butt-Monkey: Every time Wendell appears, it's because someone's broken into Project PEGASUS and killed a lot of people in the process, making his life hell. Also, during Ultimate Enemy, he has to put up with obnoxious levels of snark from Mahr-Vell.
• Swiss-Cheese Security: Getting your base broken into by a posse of supervillains once would be embarrassing. Having it happen three times on your watch, the third time ending with the attacker making off with damn near everything that hasn't been nailed down makes it look like someone took the wrong job. And yet, Wendell never seems to suffer any consequences.

Phil Coulson

Phil Coulson

Incursions all over? Don't worry, this is not his first rodeo.

A S.H.I.E.L.D. agent, first seen during the Cataclysm. S.H.I.E.L.D. was disbanded after it, but he kept working as the leader of the Future Foundation.

---

• Mission Control: For the Ultimate FF.
• Mythology Gag: He uses a BFG like the one from The Avengers (2012), and he also did not know what it actually does before using it.
• Opaque Lenses: We never see his face without them.

The Ultimates

The Ultimates in General

Tropes applying to the Ultimates as a whole:

• Adaptation Name Change: They're The Avengers with a different name.
• Adaptational Jerkass: The Ultimates are more of an elite military unit than a group of noble superheroes, groomed to fight the controversial War on Terror. In-Universe, views are conflicting: people in America see them as Eagleland Type 1, but for foreign powers they are a Type 2.
• Decomposite Character: The team itself since the "Avengers" name is later used by a black ops unit rather than Steve, Tony, Thor, and company.
• Dysfunction Junction: As Curt Conners so ably puts in over in Ultimate Spider-Man, half of them seem "vaguely out of their minds". This might actually be a generous description. The Ultimates spend more time bickering with one another than fighting enemies, and it's telling that the alcoholic and the guy everyone thinks is a nut are the saner ones around.

Captain America

Steve Rogers / Captain America

Augmented by a unique supersoldier formula that has so far only worked on him, Captain America has peak human physical abilities and fighting skill. He gets pulled out of the ocean in 2002 instead of 1963, thinks it's a Nazi trick, and breaks out of SHIELD's secure holding facility despite Bruce Banner's insistence that he shouldn't be able to move. Joining The Ultimates, Captain America proceeds to show everyone how to be a true badass: dropping a tank on the Hulk, beating a 60-foot-tall Giant-Man barehanded, and kicking seven shades of piss out of a regenerating alien before convincing the Hulk to take over. And while he does cleave to certain less-than-admirable 1940s values, he still stands for the Dream. In volume 2, he and the Ultimates even split off from working for the U.S. government after some questionable assignments in the Middle East almost led to America's downfall. 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.

---

• Adaptational Badass: 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.
• Adaptational Jerkass: 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. He's much more arrogant, politically incorrect, violent, and ruthless than the mainstream Steve Rogers would choose to be.
• Back for the Dead: In The Ultimates 2 2016 he is brought back into existence by the Maker only to be disintegrated soon after by him.
• Back from the Dead: A version of him appears in the restored Ultimate Universe at the end of Spider-Men II.
• Canon Immigrant: In The Ultimates 2 2016 issue 9 he is brought back into existence by the Maker in the Mainstream Marvel Universe.
• Captain Crash: Steve's got an... interesting approach to flying. Namely, "parachutes are for girls." Never trust him with a plane, because he will fly it into someone.
• Combat Pragmatist: Is not above the odd Groin Attack 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.
  (Captain America grabs a pointed object from his surroundings and stabs his opponent in the heart)
  Cap: Fighting's about winning.
  • In another example, Cap defeated Giant Man by luring him into a construction site and destroying its supports, collapsing the whole structure on his opponent.
• Composite Character: While largely based on the original Steve Rogers, his personality traits have more in common with John Walker/ U.S. Agent or a toned down version of the 50's Cap, William Burnside.
  • As the father of this world's Red Skull, he takes the place of Hermann Schmidt, the father of Johann Schmidt.
• Costume Evolution: He wears a different outfit during WW2, which looks more like a contemporary military uniform done up a little. He gets one that looks more like the regular Captain America outfit on the Ultimates' first public outing.
• Deliberate Values Dissonance: 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.
  • A truly bizarre example of this comes from Ultimates 3, where Cap is the only one to express a problem with Wanda and Pietro's incestuous relationship... except he's the one treated as being out-of-touch, as if incest were some normalized, widely accepted thing in the 21st century.
• Drill Sergeant Nasty: 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 Just a Kid. After Peter takes a bullet for 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.
• Faked Rip Van Winkle: Suspected this at first, but it was the real deal after all.
• Fish out of Temporal Water: It's Cap alright. He frequently complains about how different things are from his day, and how it unsettles him.
• Good is Not Nice: Probably the most noticeable difference between him and his 616 counterpart.
• Healing Factor: It's one of his powers. Steve comes out of the fight with Hulk 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.
• The Hero: While Nick Fury is stated on this page to be the closest thing Ultimate Marvel has to an overarching protagonist in general, Captain America is essentially The Hero of any series focusing on the Ultimates (not counting crisis crossovers), being the team leader and all. Him being thawed out of the ice is the impetus for the team officially being put together, and the series even opens with his back story. He gets enough focus throughout to qualify as the central character
• He's Back!: 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.
• Hope Bringer: Cap is seen as this by many on his own team, such as Tony Stark. 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.
• Human Popsicle: He was frozen for a few decades, before being thawed out in modern day.
• I Want My Beloved to Be Happy: He holds no grudge against Gail or Bucky for marrying during the decades he was presumed dead.
• Irony: (Specifically, situational irony) He gave Peter Parker a speech detailing exactly why he doesn't like him. As a war veteran from WWII, War Is Hell for Cap, so he doesn't like Spider-Man's banter and jokes during superhero stuff, and accuses him of not understanding life and death. Then he leaves to join a fight between both Ultimates teams, Spider-Man follows him and takes a bullet that Punisher fired at Cap, saving his life. The bridge falls down, but before he can be healed Spider-Man rushes back home to save his family from a Villain Team-Up, and dies at the end of it. In the aftermath, Captain America is sorely troubled about those things he said to Spider-Man.
• Jerk with a Heart of Gold: 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 counterpart's strong sense of idealism and heroism. Spider-Man's death certainly helped tone down his jerkass side. See Took a Level in Kindness.
• Kick Them While They Are Down: He tricked the defeated Bruce Banner (who turned himself into the Hulk on purpose, fully aware that he would cause a 9/11 type of disaster) into thinking that he would be Easily Forgiven, and then gave him a well deserved kick in the face.
• Killed Off for Real: Dies at the end of Cataclysm, sacrificing himself trying to stop Galactus.
• Luke, You Are My Father: To Red Skull.
• Mirror Character: 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?
• My Country, Right or Wrong: 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.
• My Greatest Failure: Cap felt so guilty over Peter Parker's death that he quit superheroics all together. For a while, at least.
  • He deliberately tracked Miles Morales down just to tell him that he could no longer be Spider-Man in spite of Miles having the 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.
• Older Than They Look: Steve still looks like a young man, thanks to the Super Soldier serum. Chronologically, he's pushing eighty, but mentally is somewhere in the late twenties.
• Politically Incorrect Hero: He doesn't adapt as well to modern times as his 616-counterpart does and keeps a lot of the bigotery and prejudies common in the USA of the 1940s to this date.
• President Superhero: He was elected president during the "Divided We Fall" arc. However, The Chains of Commanding and constant underhanded political intrigue from Corrupt Politician governors wore on his nerves since he couldn't just beat them up and make them behave like the usual baddie, and eventually he abdicated his position as President altogether.
• Real Men Love Jesus: This Cap is much more religiously fervent than the Mainstream to the point of mentioning his faith in the Christian God during battle. One of his issues with the modern day is the rise in secularism.
• Related in the Adaptation: The Red Skull in this universe is his bastard (both senses) son.
• Stealth Parody: "Do you think that this A on my forehead stands for France!?" (This coming from Mark Millar.)
• Super-Reflexes: His reflexes are his most predominantly shown ability. There’s been fewer times we’re he hasn’t shown this off, then he hasn’t.
• Super-Soldier: Like with other incarnations.
• Super-Strength: If rendering the goddamned Hulk unconscious for a minute or so in a fistfight tells you anything.
• Took a Level in Kindness: 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 only initially refuses to let Miles be Spider-Man out of concern he'll have the same fate as Peter, but once he relents he even has Miles fight alongside 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.
• Vomit Indiscretion Shot: Even though he is the super-soldier, after the fight against the Chitauri, he had to vomit.
• War Is Hell: 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 as quickly as possible.
• What the Hell, Hero?: Peter's family is not kind to him after they learn of how Steve constantly doubted and mistreated him. May slaps him in the face, infull view of the people attending Peter's funeral no less, when he confessed about his "The Reason You Suck" Speech to Peter in the hours before his death and gives her own "The Reason You Suck" Speech to the Ultimates for what happened. Gwen later calls him a jerk to his face.
• Wife-Basher Basher: Which Hank Pym found out the hard way. Though abusive dick or not, Jan wasn't exactly cool with him beating up her husband.

Hulk

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.

---

• Adaptation Origin Connection: In the mainstream, Bruce becomes the Hulk from being pelted by gamma rays. Here, the Hulk's origin is one of the first of many to be tied into the efforts to recreate Captain America. Also, he plays a part in Spidey's backstory.
• Adaptational Angst Downgrade: Unlike his mainstream counterpart, this version of Bruce Banner doesn't have an abusive upbringing.
• Adaptational Slimness: While mainstream Banner wasn't exactly muscular-looking, Ultimate Banner is far more scrawnier than him.
• Adaptational Villainy:
  • In the mainstream Marvel universe, Bruce Banner became the Hulk after being exposed to radiation from an experimental gamma bomb while trying to save a teenager who'd accidentally wandered onto the blast site, and was Cursed with Awesome since then. Ultimate Bruce Banner managed to get the Hulk out of his system, but reinjected himself with it, fully knowing the potential consequences, to solve his self-esteem problems. His rampage in New York was a 9/11-like disaster, and afterward, he continues to spend more time as an antagonist to the team than he does as an ally. Unlike the mainstream verse, Banner also fully acknowledges the Hulk and himself are the same instead of distinct personalities, and even learns to embrace the Hulk's darker aspects as his own.
  • Hulk himself. Usually, the Hulk's rages are because someone's attacked him, and he just wants to be left alone, and even the more temperamental Hulks (such as the Green Scar) usually have a reason for attacking someone. Here, the Hulk is openly murderous and cannibalistic, acting out all of Bruce's worst impulses and vices.
• Adaptive Ability: 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.
• Becoming the Mask: 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 on, but is still prone to murderous rampages.
• Berserk Button: Want to make Hulk even angrier? Suggest someone's sleeping with Betty. Then get out of the way. Questioning his masculinity will do it as well, which Cap exploits.
• Blessed with Suck: Initially, just being accidentally jostled by someone in the streets is enough to nearly trigger a Hulk-out.
• Blood Knight: Lives to fight and kill, reveling in combat.
• Butt-Monkey: 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.
• Canon Immigrant: In The Ultimates 2 2016 issue 9 he is brought back into existence by the Maker in the Mainstream Marvel Universe.
• Combat Sadomasochist: 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 Princess Zarda to be foreplay.
• Feet of Clay: Based much of his version of the Hulk Formula on the notes of his mentor, Dr. Leonard Williams. It's implied that what went wrong with Banner's formula was a lack of proper testing after he and Hank Pym tinkered with his original design.
• Freudian Excuse: Banner has an abusive girlfriend, fails to crack the super soldier serum (even with Cap around again) and gets in the shadow of Pym with his success at the giant-man one.
• The Friend Nobody Likes:
  • While the Ultimates' relationship is frequently dysfunctional, there is still largely a sense of camraderie between them. Nobody among the team likes Hulk and he's only tolerated for his strength and used as a living warhead at best.
  • Downplayed by Banner. They look down on him somewhat for his neurotic insecurities but they do largely sympathize with him. After his Face–Heel Turn, Thor teaches him the hard way that their friendship was the only thing protecting him from an even harder beatdown.
• Geek Physique: Ultimate Bruce is even scrawnier and nerdier looking than his mainstream counterpart.
• Gone Horribly Wrong: 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 smart as it is strong. Adding the Super Soldier Serum into the mix did not help at all.
• Good Thing You Can Heal: At the end of the first series, a doped-up Banner is thrown out of a plane, without any guarantee whether he'd Hulk out before hitting the ground. Fortunately, the fear of getting thrown out of a plane without guarantee he'd Hulk out before hitting the ground manages to, well, trigger a hulk out.
• Healing Factor: Because he's not as Nigh-Invulnerable as his mainstream counterpart, it gets shown off more.
• He's Back!: Near the end of Ultimates 2.
• Hulking Out: Yes? Bruce doesn't need to be angry to do it, as his He's Back! moment in Ultimates 2 shows.
• Hulk Speak: Yup. In Ultimates 2, he's ever so slightly more literate that the usual, which Tony Stark comments on in Ultimate Human.
• I Just Want to Be Normal: Bruce wants nothing more than to cure himself of the Hulk forever. But given the Hulk's Adaptive Ability, no attempt at a cure works twice.
• I'm a Humanitarian: The Hulk persona is quite notoriously a cannibal, which has been explained In-Universe 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.
• Klingon Scientists Get No Respect: Bruce Banner is not respected by anyone, not even his teammates.
• Logical Weakness: Hulk's Adaptive Ability 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.
• Mistreatment-Induced Betrayal: After so many times being kept prisoner, thrown as a weapon to dangerous foes and then captured and jailed again, Hulk joined the Maker, Kang and Quicksilver, becoming openly evil in the process.
• Mythology Gag: In the regular Marvel universe, Hulk started off grey and turned green. Here, Hulk starts off green and turns grey.
• Superior Successor: 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 Adaptive Ability (to survive anywhere) and to become as smart as he is strong. Egged on by Hank Pym, Bruce skips testing it on animals altogether and went straight for a human trial... on himself. He transforms (killing 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. It doesn't work, actually makes The Hulk more difficult to deal with, and the Super-Soldier serum from Cap's blood binds the Hulk Formula to Banner permanently.
• Super-Strength: He is The Hulk, after all. With his Adaptive Ability, 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 Ben Grimm did in Ultimate Power or Zarda did (with a lot of cheating) in Ultimate Hulk Annual no. 1.
• The Unfettered: 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.
• Unstoppable Rage: 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 movie reruns.
• Villain Protagonist: A Psychopathic Man Child 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.
  • To compensate for this, neither the Ultimates nor Shield treat Hulk like a lovable member of the team such as in 616. Banner is kept under lock and key at all times and only unleashed when the situation requires the monster's strength.
• The Worf Effect: Even before he came to the mainstream universe, he usually got stomped hard before getting back up. The biggest examples of this are Blue Marvel striking him down with one punch, and his universe's Hercules knocking him down while even stronger than ever.

The Wasp

Janet Pym/The Wasp

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.)

---

• Adaptation Species Change: This version of Janet is explicitly a mutant. Her husband gained powers from her, rather than the other way around.
• Awesome by Analysis: Is able to be the one who defeats the Hulk by traveling inside his body and giving a wasp sting to his brain that triggers him back to being Bruce Banner. She also immediately squashes (not fatally) her evil counterpart the Swarm, and quickly defeats Doctor Octopus.
• Big-Breast Pride: Flashes the Hulk to distract him and lure him to Captain America and boasts of having a better bust than Betty Ross. She's annoyed by what she did.
• Bizarre Alien Reproduction: During one of their arguments about her mutant status, Henry Pym comments on her laying "egg-constructs" once a month instead of menstruating.
• Broken Pedestal: Was a great admirer of Otto Octavius, and wrote a paper on him. She's extremely disappointed by him becoming a super-villain.
• Canon Immigrant: In The Ultimates 2 2016 issue 9 she is brought back into existence by the Maker in the Mainstream Marvel Universe.
• Dropped a Bridge on Him: Just one of many to suffer this in Ultimatum.
• Flight: While small, Jan can fly with insect-like wings.
• Full-Frontal Assault: Only Jan's specially designed outfits can shrink with her. If she's in normal clothes and forced to use her powers, she ends up fighting naked. She doesn't seem to really care.
• Hand Blast: 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.
• Killed Off for Real: Along with many others, she drowns in the tsunami in Ultimatum.
• May–December Romance: With Captain America. They may have similar biological ages (barring the time that Steve was frozen, from WWII to the new millennium), but it is treated as such anyway, because Captain America still has the mindset of the 1940s. Moral values, views on life, way to handle a relationship, ways to react to certain things, etc; Jan once mentioned that each time that Cap said something it was as if she was talking with her old father.
• "No More Holding Back" Speech: During the invasion of America she Lampshades her Required Secondary Powers of her hand blasts are painful when she's shrunk, if she uses them as the size of an adult they are lethal.
• Race Lift: In this version, she's Asian-American. However, Jeph Loeb thought she was white like her 616 version when writing Ultimates 3 and Ultimatum and thus she was drawn as a Caucasian brunette.
• 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.

Giant Man

Hank Pym/Giant Man

A scientist working for the Super-Soldier program, who replaced Bruce Banner. He reverse-engineered his mutant wife's shrinking powers, allowing him to turn into a "giant". It was the first success of the program, but it did not herald a bright career. He was quickly and unceremoniously taken down by Hulk in the Ultimates' first fight, he committed domestic abuse against his wife and tried to kill her, Captain America broke his bones for it, his formula was taken by S.H.I.E.L.D. and used to create an entire platoon of Giant Men (even bigger than him), Nick Fury doesn't want any of his inventions (not even for free), he joined a "super group" of mere fanboys with no superpowers, he joined an international conspiracy against the US, he was incarcerated, the Wasp was killed during the Ultimatum wave and he was killed before he could try to revive her.

---

• Adaptational Jerkass: Even before turning traitor, he was far worse than his 616 counterpart ever was.
• Adaptational Villainy: Mainstream Hank has a long list of issues, but he's never helped terrorists attack his former coworkers out of a desire for respect.
• Awful Wedded Life: His and Jan's marriage initially looks happy on the surface, but there are the odd occasions of not-so-gentle bickering and sniping at one another, which really comes to the fore when Bruce turns himself back into the Hulk (not helped by Jan kissing Steve in public). Then the violence starts...
• Big Bad Wannabe: Thankfully in vol 2 his attempt at being a supervillain is an utter failure.
• Butt-Monkey: In vol 2, though he really has it coming. The rest of the Ultimates hate him, he gets humiliated by the Defenders, his new girlfriend asks him to dress up as Captain America (which he does), and during the Liberators arc, even his robots sass back at him.
• Canon Immigrant: In The Ultimates 2 issue 9 he is brought back into existence by the Maker in the Mainstream Marvel Universe.
• Character Exaggeration: In the mainstream comics, Hank Pym strikes The Wasp while amid a psychological breakdown, which he deeply regrets but gets the Never Live It Down treatment, both In-Universe and out. Ultimate!Hank, on the other hand, is an outright domestic abuser.
• Domestic Abuse: Pym and the Wasp argue at home. It soon escalates into a fight, with Pym slapping Jan. She attacks him at wasp size, but he uses bug spray on her, and when she retreats under a heavy desk, Pym uses his helmet to set an army of ants on her. Then he escaped, leaving her for dead. Afterward, Betty Ross admits this sort of thing has been going on since they started dating.
• Dude, Where's My Respect?: Felt slighted by his treatment by S.H.I.E.L.D., which is why he joined the Liberators.
• Face–Heel Turn: Joins the Liberators. Thankfully he is so incompetent as a supervillain he is immediately arrested despite claiming he was "infiltrating" them.
• Freak Out: He has a momentary meltdown on his resurrection, when he remembers the circumstances of his death.
• Hate Sink: First, a petty discussion with the Wasp leads to domestic abuse and attempted murder. After that brutal action, he is kicked out of the team, and all characters take turns to humiliate him in some way.
• Heroic Sacrifice: In Ultimatum, 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.
• I Meant to Do That: At the end of Vol 2, he claims turning on the Liberators was his plan all along. The other Ultimates tell him to shut up.
• Jerkass: A discussion with his wife escalates into Domestic Abuse first and then attempted murder afterwards.
• Jerk with a Heart of Gold: One of the very, very few good things to his name was intentionally screwing up the dosage of the drugs he gave to Bruce, saving the guy from being nuked.
• Jerk with the Heart of a Jerk: But for the most part, falls into this. He's an egomaniac even though he simply took credit for replicating Janet's mutant abilities. He is a domestic abuser of Janet. He lies to a 19-year-old to sleep with her and joins a Terrorist group plotting to overthrow the US Government.
• Never My Fault: 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.
• Odd Friendship: with Bruce Banner during Vol.2. Most likely because they're both at their lowest point and really have no one but each other by then.
• Paper Tiger: He's beaten by Captain America and Hulk as Giant Man, and useless as Ant-Man.
• Redemption Equals Death: He saves everyone at the Triskelion during Ultimatum, and dies in the process. When he woke up from a coma, Captain America mentioned him in disdain (ignoring what had just happened), and he was told to shut up.
• Sizeshifter: From human to 60 feet tall.
• Unwitting Instigator of Doom:
  • His spectacularly rude way of describing who he thought was a good casting choice for Bruce Banner in a hypothetical movie, which Bruce catches the end of, causes him to take actions that not only cause the return of the Hulk but also mean it's for good.
  • Inventing Ultron, which helps cause the death of the Scarlet Witch, which then leads to Ultimatum.

Thor

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.

---

• A God Am I: How everyone views him initially, then it was revealed he actually is a Norse god.
• Achilles in His Tent: Initially, Thor refused to join the Ultimates. When Hulk started his rampage, he said that he would help if Bush increased the foreign aid budget. They take it as a refusal, and start the fight without him. But suddenly, there's thunder and Thor shows up, stomping Hulk under his hammer. Turns out Bush had just increased the foreign aid budget.
• The Big Guy: The whole team combined had a hard time dealing with Hulk but then Thor came and smashed his head into the pavement. It didn't keep Hulk down for very long, but he had a better time hurting him than anyone else.
• Brought Down to Normal:
  • Ultimate Thor has it revealed that, after Loki destroyed Asgard, Thor was reborn as a human. It takes up until Ultimates 2 for him to regain his full might. And when he does...
  • 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.
• Boisterous Bruiser: Not as much as his main counterpart, but still loud, brash, and a party animal.
• Cain and Abel: With Loki.
• Cassandra Truth: Absolutely no one believes him when he starts talking about Asgard.
• Composite Character: His initial appearance is a combination of Thor and Thunderstrike and his first hammer resembles Beta Ray Bill's hammer, Stormbreaker.
• Crystal Dragon Jesus: Way, way more than the mainstream one. His face is based on the face of Jesus in the Comic-Book Fantasy Casting, and he was sent to Earth by the All-Father Odin to save the human race. He was taken down when he was in the air in a crucified posture. He even said "Father, father, why have you forsaken me" in his cell, if you need it more explicit. And he's eventually reborn as a God. We even had Hawkeye having his "Doubting Thomas" moment. Because he hast seen the Asgardian army, he hast believed: blessed are they that have not seen, and yet have believed!
• Cult: He has a cult that considers him a messiah.
• De-power: After Asgard is destroyed by the forces of the City, he was forced to have to use a Powered Armor and weapons to still fight alongside the Ultimates.
• Death Is Cheap: Dies in Ultimatum, sacrificing himself to revive Valkyrie. In New Ultimates, he makes a deal with Hela to come back to life.
• Gods Need Prayer Badly: 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.
• Heroic Sacrifice: At the end of Cataclysm, dragging Galactus into the Negative Zone.
• Hero with Bad Publicity: Loki manages to make him look like an out-of-control maniac when he stops some police brutality with excessive force of his own. His constant declarations that he's a reborn god don't exactly help, since he can't prove it.
• New-Age Retro Hippie: 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.
• Nice Guy: 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.
• "No More Holding Back" Speech: 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.
• Offing the Offspring: 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.
• One-Steve Limit: Not Thor himself, but Mjolnir. Ultimates 3 has him suddenly go from using the axe-hammer version to one more like regular Thor's Mjolnir. Ultimate Thor covered it by revealing they're separate hammers, which just have the same name.
• Real After All:
  • During the Chitauri invasion, they activate a bomb set to literally destroy the world (and the rest of the solar system, while they're there). Janet and Natasha call for Tony Stark to deactivate it and when he comes, they think he's going to carry the bomb into space and pull a Heroic Sacrifice. Not quite. Tony gets the bright idea to have Thor teleport the bomb to a separate dimension because he is a god. Hearing Tony's plan, both Natasha and Janet are delirious about how nuts Tony is to believe a man who was sent to an insane asylum calling himself the God of Thunder. Of course, they stop doubting it when it works.
  • And then again when he returns in a Big Damn Heroes moment in Ultimates 2, bringing the armies of Asgard with him.
• Related in the Adaptation: In the mainline comics , Thor and Loki are step-brothers. Here, they're half-brothers with Odin as their biological father.
• Shock and Awe: He's the god of thunder, so lightning kind of comes with the package.
• Superhero Gods: The Norse God of Thunder.
• Technical Pacifist: A pacifist with a big, scary hammer.
• Thunder Hammer: Thor has multiple hammers named Mjölnir. His original hammer has the same powers as the 616 version of Mjölnir.
• Ye Olde Butcherede Englishe: 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.
• You Have to Believe Me!: Which, given they've been told he's insane and he's ranting on about how Loki's deceiving them, doesn't work.

Iron Man

Iron Man

Tony Stark is a brilliant and enormously wealthy weapons manufacturer who gets brain tumor 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.

---

• Achilles in His Tent: Initially, Tony Stark only minded about his own business, but he suddenly accepted Fury's requests and joined the Ultimates. He later revealed to Cap and Thor that he's Secretly Dying, that he has an inoperable brain tumor.
• Adaptation Name Change: Tony is short for Antonio instead of Anthony in this version.
• Adaptation Personality Change: Tony has undergone Character Exaggeration revolving around his lowest moments (Tony's alcoholism) and is an unrepentant chronic alcoholic. On the plus side, he's not a mean drunk like regular Tony has a tendency to be. He's also significantly more ditzy and childish when dealing with other folk.
• The Alcoholic: He drinks to numb the pain caused by his tumor. On the plus side, he's more functional than regular Tony (who is a very mean drunk).
• All According to Plan: Claims that he saw the events of Ultimates 2 coming (except the "Natasha betraying him" part) and figures it all worked out pretty well for him.
• Always Second Best: 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.
• Aw, Look! They Really Do Love Each Other: Tony is horrified when Thor electrocutes Gregory, as he just wanted him knocked out, not dead. He later is with his brother in his last moments and goes to his funeral.
• Becoming the Mask: Plays a carefree playboy who grew enough of a conscience to help people. He actually admits to suffering from a terminal brain tumor and just wants to do something positive so he will be remembered well. But it is during the Chiutari invasion in a moment of panic that he truly becomes a superhero and helps others because he wants to.
• Blessed with Suck: Tony may potentially be even smarter than mainstream Tony, and has a regenerative ability, because he has "undifferentiated neural tissue" (in laymen's terms, on the cellular level, his body is a brain) scattered throughout his body as a result of prenatal exposure to a retrovirus his mother was working on. The downside of this? Even when wearing his protective biosuit and plastered on booze, Ultimate!Tony lives in incessant, perpetual, inescapable pain. As in "being skinned alive" levels of pain. When his blood alcohol level drops, or if he takes the suit off, it gets even worse. He's also got a brain tumour that's due to kill him soon (from unrelated causes); one almost gets the impression he's relieved at the prospect.
  • This origin was later [retconned into a Show Within a Show in-universe cartoon.
• Brain Uploading: 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.
• Cain and Abel: Tony Stark has an older brother, Gregory Stark. Initially, it was a Sibling Rivalry that proved Stark that there's Always Someone Better. All their life, whatever Tony did, Gregory did it as well, and better and bigger. Including wealth and inventions. But then he took one more level: he wants to replace Stark (and, by extension, the Ultimates and SHIELD) as the ultimate line of defense of humanity, which means taking them all down. Meaning, go into full super villain mode.
• Canon Immigrant: In The Ultimates 2 2016 issue 9 he is brought back into existence by the Maker in the Mainstream Marvel Universe.
• The Casanova: 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.
• Character Exaggeration: Mainline!Tony is a recovering alcoholic who struggles with his addiction. This Tony frequently drinks (albeit to help deal with his brain tumor).
• Deadpan Snarker: The resident smart-ass on the Ultimates and Future Foundation.
• Depending on the Writer: Why does he drink? Alcoholism? Hedonism? To dull the tumor pain? To fuel the armor? All of these have been suggested by different writers over the years. Admittedly, they're not mutually exclusive.
• Disabled in the Adaptation: The damaged heart from the classic comics and other incarnations has been replaced by a brain tumor. Or rather, an Infinity gem.
• The Hedonist: 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 brain tumor that no amount of money or technology can fix.
• Impossibly Cool Wealth: He is very much is a 'you can't take it with you' capitalist. Examples: an island village/research facility floating high up in the air; an airplane which has a luxury suite inside it, suspended in liquid teflon so you never notice any turbulence; an Iron Man 'suit' the size of two football stadiums.
• Lack of Empathy: 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.
• Ladykiller in Love: He's a serial philanderer, but Natasha seems to have been his match. He's destroyed that she was using him. Though he gets over it quickly.
• Nightmare Fetishist: During the team's encounter with a Venom-ed up Peter Parker, Tony's pretty fascinated. Afterwards, he's still impressed by just how disgusting it is.
• No Badass to His Valet: Tony's antics have no effect on Jarvis.
• The Obi-Wannabe: When asked to mentor Spidey by Carol Danvers, Tony quickly admits to Peter he doesn't know what to teach him, and frankly didn't think Peter needed taught by him anyway. So instead they just hang out.
• The Pirates Who Don't Do Anything: He still runs a massive multi-national corporation, but you'd be hard pressed to actually find an issue of him actually doing that. Most of the time, Tony seems to just do whatever the hell he feels like doing at the moment.
• Properly Paranoid: You don't get to be a billionaire by trusting the first beautiful spy who decides to marry you implicitly, as Natasha learns. And it's not a smart idea to hold said man hostage when he made the tech that's in your veins.
• Retcon: Ultimate Iron Man, intended to be his Origin Story, was later revealed to be an in-universe anime due to what was revealed about him there (one gigantic brain with a Healing Factor and ultra-sensitive skin) being incompatible with his portrayals in other Ultimate Marvel media.
• Status Quo Is God: The armor color tends to change around, but sooner or later he always ends up back in the original Hitch version anyway.
• Technopath: For a time, he could control machines with the tumor in his brain, which manifested as a child Tony inside his head.
• What the Hell, Hero?: Has a few moments where he's not pleased by what the "heroes" do.
  • He is disgusted by the execution attempt of Bruce Banner, bitterly stating, "And people wonder why I drink."
  • See above for his reaction to the defeat of Gregory Stark.
• Your Days Are Numbered: 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.

Black Widow

Black Widow

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.

---

• Adaptational Villainy: This Black Widow is a reverse of the classic Nataha Romanoff and isn't a turned spy, but The Mole, working to destroy S.H.I.E.L.D.
• Asshole Victim: Due to this version of Natasha murdering Jarvis and Hawkeye’s wife and kids, no one mourned her death at the hands of Hawkeye.
• Boom, Headshot!: Black Widow managed to escape from the defeat of the Liberators at the end of vol. 2, but Hawkeye hunted her, found her, and kills her with a shot to the head. Still, she was Defiant to the End.
• Combat Pragmatist: She's not above pretending to be pregnant in order to shock people into letting their guard down.
• Cyborg: Although they are not visible, she's not a mere Badass Normal, she can do the things she does because of her cybernetic implants.
• Dark Action Girl: She's the Action Girl of the Ultimates, and turns out to be a traitor, killing Hawkeye's family and Jarvis.
• Defiant to the End: Hawkeye finds her after she tries escaping the Liberators situation. Rather than ask for mercy, she goaded him about the loss of his family, who she killed.
• Evil Is Petty: Once she shows she's a traitor, she does so in the nastiest way possible - first by murdering Hawkeye's kids, and then by murdering Jarvis.
• Evil Redhead: She's a traitor to the team, to SHIELD and the United States.
• Killed Off for Real: Killing Hawkeye's family got her an arrow in the head.
• Improbable Aiming Skills: Her Cyborg implants give her great aiming skills.
• The Mole: She joined the team after the fight with Hulk, alongside Hawkeye. However, she was secretly a traitor working for the Liberators.
• Powered Armor: Briefly has one while she's engaged to Tony. In black, naturally.
• Spy Catsuit: It's Black Widow, what did you expect?
• The Vamp: Seduces Tony Stark to the point they become engaged, then turns on the Ultimates.
• Why We Are Bummed Communism Fell: She betrayed the Ultimates because of the fall of Russia to crime and poverty.
• Would Hurt a Child: She killed all of Hawkeye's family, including his children.

Hawkeye

Hawkeye

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 losing his family he switches to guns and changes his outfit. He goes back to the original one in "Ultimate Comics: Hawkeye".

---

• Adaptational Badass: The original Hawkeye has absolutely no powers, and his Improbable Aiming Skills are the result of training. Ultimate Hawkeye has enhanced vision.
• Adaptation Dye-Job: He... sometimes... has darker hair than classic Clint.
• Adaptational Jerkass: He's a cold black-ops agent, instead of the jokester of the main universe.
• Badass Normal: His Improbable Aiming Skills border on the superhuman. In Ultimate Comics: Hawkeye, it's established that he has subtle enhancements. He has increased musculature around the eyeballs, which allows him the ability to change his focal length. He also has many more rod cells and fewer cone cells in his eyes, leading to high-contrast, mostly black and white vision and better detection of motion. He's also immune to most attempts to trick the eye, such as camouflage or one-way mirrors.
• Boxed Crook: He started off as one.
• Blood Knight: Grows to relish battle as a means of coping with his family's death.
• Child Hater: According to a throwaway line in Ultimate Spider-Man, he hates kids. Despite having kids, who he loves.
• Comic-Book Fantasy Casting: The Ultimates redesigned Hawkeye with the likeness of Bruce Willis.
• Darker and Edgier: He is made of this trope, what with being a Comedic Sociopath and all. He got even edgier after his family died during The Ultimates 2.
• Death Seeker: After losing his family, he lost the will to live, and kept fighting just as an excuse to eventually get killed. Such as picking a fight with Wolverine, for really no reason...
• Fallen Hero: After his family is killed, he goes out for blood and lots of it.
• Fingore: His infamous escape scene in the Grand Theft America arc, which involved ripping his fingernails out and using them as projectiles.
• Happily Married: He was, and married with kids even. Up until the Liberators came calling.
• Heel–Face Turn: He was once a bank robber and was forced to join an earlier version of the Avengers. He sincerely reformed.
• Improbable Aiming Skills: He has deadly accuracy with any weapon he can get his hands on.
• Improvised Weapon: He's basically Bullseye without the psychopathy: anything can be a lethal-force projectile in his hands.
• Jerkass: In Ultimates 3, most of his time is spent being an ass to everyone, picking random fights with Cap, Wolverine and Spider-Man at the drop of a hat, in the later two cases shooting at them.
• "Not So Different" Remark: Invoked and later used against him by the Punisher. Clint tries to get Castle into embracing being "recruited" to work for the government by revealing that he too was once a criminal and was "recruited" to working with the U.S. Government. He insists that they made him into a better person and Frank can be one as well.
• Overshadowed by Awesome: His sight has been enhanced, which gives him Improbable Aiming Skills with just any thing he can lay his hands on. Still, he's in a team with a Super-Soldier, a man in a Powered Armor, and a freakin' Physical God.
• Roaring Rampage of Revenge: After his family is murdered and he is taken captive, he takes out one of his captors with a fingernail he's pulled from his own finger, then proceeds to single-handedly take out the entire strike force sent to take him down. He then looks into one of the security cameras and simply says, "Run."
• There Are No Therapists: It's very clear he's suffering from Post-Traumatic Stress Disorder after his family's murder, and yet nothing's being done about it.
• What Measure Is A Nonhuman: He has no problem killing Kree, before remarking they "die like people".

Giant-Men

Henry Pym created a formula that allows him to grow up to giant size. He was removed from the team after his brutal attack to the Wasp, but the formula would not be wasted: S.H.I.E.L.D. reused it to create a whole platoon of Giant-Men. Bill Foster and Scott Lang are among their members.

---

• Disposable Superhero Maker: Subverted. The empowering system still works after the first successful case, so SHIELD put it to good use.
• Hell-Bent for Leather: They use leather clothing while in giant size.
• Sizeshifter: That's their power.

The Mutants

The Mutants in General

Following the events in Ultimate X Men, Pietro and Wanda Lensherr, 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:

• Adaptation Name Change: In the classic Marvel Universe, Quicksilver and the Scarlet Witch had the last name "Maximoff", as they were adopted and only revealed to be the children of Magneto much later. Here, as they were raised by Magneto to begin with, their last name is "Lensherr".
• Adaptation Personality Change: They're in a full-blown incestuous relationship.
• Adaptational Villainy: 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 in exchange for the liberation of Brotherhood members captured by SHIELD. Additionally, after Wanda's death, Pietro orchestrated the death of Magneto, assassinated Cyclops, and even sold out other mutants.
• Brother–Sister Team: They have always been together, both in the Brotherhood and the Ultimates.
• Heel–Face Revolving Door: They started as villains. Then they joined the Ultimates, but still leading the Brotherhood. When Magneto returns, it seems that they are fully in the side of good... until the Scarlet Witch is killed, and Quicksilver falls back into villainy.
• Schoolyard Bully All Grown Up: They were vicious bullies towards David Xavier when they were kids. Now they are grown up, and still fight against Xavier's new kids, the X-Men.
• Transplant: They started as villains in Ultimate X-Men, and then moved to the Ultimates. It was a complex Mythology Gag of the thing that happened in the main universe, but it is an example on its own right nonetheless.
• Twincest: Implied during Millar's run, and outright confirmed during vol 3.

Quicksilver

Quicksilver

---

• Armed with Canon: Peter David once explained in X-Factor that Quicksilver is a dick because his heart beats at a higher speed than that of others. The Scarlet Witch mentioned this in issue 5, and Cyclops dismissed it as nonsense.
• Berserk Button: Do not harm Wanda in any way. It doesn't matter who you are, as Thor learned the hard way.
• Canon Immigrant: X-Men: Blue revealed that he somehow survived the destruction of the Ultimate universe during Secret Wars (2015) and ended up in the mainstream Marvel universe.
• Cassandra Truth: Claims he uses his speed to save everyone, but no one ever believes him. The climax of Vol. 2 shows he actually is telling the truth.
• The Dog Bites Back: Cyclops doesn't have to work too hard to convince him to turn on Mags. He even lampshades it after swiping his dad's iconic helmet to make him vulnerable to Professor X's telepathy.
  Quicksilver: That's what happens when you treat someone like dirt beneath your fingernails for their entire life, Father.
• Good Thing You Can Heal: Apparently he heals just as quick as he runs, given Magneto kneecaps him at one point. You'd never know.
• Hero Killer: He assassinates Cyclops in the final issue of Ultimatum.
• I Just Want to Be Loved: Wolverine opines that Quicksilver's incestuous attachment to his sister stems from his Missing Mom 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. Much more genocidal, sadistic, racist, and rude than other Quicksilver.
• Killed Off for Real: Dies in Ultimates Disassembled when Kang stabs him.
• Knight Templar Big Brother: Quicksilver is very protective of his sister.
• Mistreatment-Induced Betrayal: Magneto's abuse of the twins eventually drives them to defect to the Ultimates, but even before this he robs Magneto of his helmet in the latter's first fight with the Ultimate X-Men.
• Super-Speed: 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.
• Super Supremacist: Loathes base humans as strongly as his father. Which is saying something.
• "Well Done, Son" Guy: Spent years trying to get Magneto's approval. Magneto, meanwhile, wanted him dead.

Scarlet Witch

Scarlet Witch

• Adaptational Attractiveness: Inverted. Regular Wanda is a typical comic book babe, and she was the same at the beginning of Ultimate X-Men. Then Chris Bachalo drew Wanda as being very pale-skinned and thin of face, and Hitch followed suit.
• Adaptation Personality Change: As written by Millar, she's icy and aloof a lot of the time.
• Adaptational Superpower Change: She can use her powers to fly.
• Comic-Book Fantasy Casting: This version of Wanda was' redesigned with the likeness of Angelina Jolie.
• A Death in the Limelight: She has usually been an unimportant secondary character. There is some focus on her in the first issue of vol. 3, and then she's killed, kickstarting the plot.
• Doing in the Scientist: In the mainstream universe, the Savage Land has dinosaurs because aliens kept a section of Antarctica they way they found it when they visited the planet. Here, they are there because of Wanda's reality warping.
• Doing In the Wizard: No magic here. All of Wanda's powers come from her mutant gifts.
• Forced to Watch: When Magneto invades the Triskelion and has a gun pointed at Pietro, Wanda tries to defend Pietro by pointing out that she "deserves" to be punished as much as Pietro. Magneto replies that her punishment is that she has to watch him shoot Pietro.
• Plot-Triggering Death: Her death drives the plot of Vol 3.
• Pretty in Mink: Wanda wears a fur-lined coat just before she is tragically shot.
• Reality Warper: Comes with the fact that she needs to work out how impossible what she's doing is before she can do it. The end of Ultimates 2 suggests it also works subconsciously, allowing her to generate coincidences.
• Stripperiffic: Her Brotherhood outfit, which she takes up again during Vol 3.

The Avengers

The Avengers in General

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

---

• Adaptational Villainy: 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.
• Decomposite Character: Technically, the Ultimates are the Ultimate version of the Avengers proper, whereas this is a black-ops unit.
• Evil Counterpart: For the Ultimates. How evil? The Hulk was rejected for not being amoral enough.

Gregory Stark

Gregory Stark

Mister? Doctor Stark, if you don't mind.

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

---

• Beard of Evil: Has a goatee. Blonde, naturally.
• Big Bad: Of the Ultimates Vs. New Avengers. He's also revealed to have engineered everything that's happened to The Ultimates post-Ultimatum.
• Canon Foreigner: Created for the Ultimate Universe... though his power set reveals him to be an Expy of the Living Laser.
• Comic-Book Fantasy Casting: As drawn by Pachecho, he looks an awful lot like Daniel Craig.
• Evilutionary Biologist: Created Nerd Hulk and The Spider (a genius-level 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.
• Evil Counterpart: He's basically Tony Stark with no moral fiber or integrity whatsover, but with all the business skill and intellectual genius.
• Jerkass: He's rude, demeaning and abrasive to everyone who isn't Nick Fury. And that's before he turns out to be evil. Apparently he makes people book appointments just to make small talk with him.
• Let No Crisis Go to Waste: 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 to create super soldiers for a democratic revolution in oppressed dictatorships.
• Light Is Not Good: A blonde teetotaler man in white, the man is Tony's physical opposite. Exaggerated with the reveal that he has powers of his own that turn his white suit into a pure blinding light.
• Logical Weakness: 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 electromagnetic pulse.
  Gregory: (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: Oh no.
• The Man Behind the Man: In Ultimate Avengers Vs. New Ultimates, it's revealed that he is the person who was selling super soldier secrets to foreign countries, setting up Nick Fury to take the fall.
• Manipulative Bastard: Sets the Ultimates and the Avengers against each other with ease.
• Mirror Character: A visual version done in Ultimate Avengers vol 3, as he and Tony walk side by side, they're drawn to look identical, save their suits and hair color, right down to nigh-identical dead-eyed secretaries walking alongside them.
• Tyrant Takes the Helm: 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.... 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.
• Villain in a White Suit An Evilutionary Biologist who dresses in white suits and when he activates his powers, he emanates pure white light.
• Well-Intentioned Extremist: His true plan. 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

War Machine / Jim Rhodes

The "Iron Man with balls"

An old friend of Tony Stark that became his crime-fighting partner until they had a falling out and went their separate ways, taking the War Machine armor with him. He later resurfaces as a member of Nick Fury's Avengers with him still holding a grudge against Tony.

---

• Adaptational Jerkass: Much more unpleasant than his mainstream counterpart, with no regard for civilian casualties in his missions.
• Dude, Where's My Respect?: Feels he was shafted by Tony over royalties.
• Hidden Depths: He's introduced as a hot-headed braggart who doesn't give a damn about civilian casualties. That said, he's eventually shown to be more than he appears:
  • He immediately stops his insensitive joking when he learns that not only is Red Wasp a widow, but also the Red Skull's victim from Nick Fury's anecdote. When the Skull starts taunting her, he goes ballistic.
  • He's incredulous about Tyrone Cash using his Hulk powers to become a crime lord instead of anything actually useful to society.
• More Dakka: The War Machine armor is packed with enough guns to level a small village.
• Powered Armor: As per tradition, he has one like Iron Man, but with many more weapons. Many more.
• There's No Kill like Overkill: Rhodes is introduced using to his armor to actually level a small village, to save two American troops from being executed. They even call him on this, but he's not remotely apologetic.
• Transforming Mecha: What the War Machine armour can do, turning into a sportscar. Cap mocks it.
• Took a Level in Kindness: Later appearances had him reconcile with Tony and act more like his mainstream counterpart.
• We Used to Be Friends: With Tony.
• Would Hurt a Child: Captain America uses an entire kindergarten class as a human shield against him. He knows that black ops would hurt children, but not in broad daylight, when it can become a huge PR problem.
• You Could Have Used Your Powers for Good!: Tries this on Tyrone Cash. It doesn't work.

Monica Chang

Black Widow II / Monica Chang

"I pledge allegiance to the Flag of the United States of America, and to the Republic for which it stands, one Nation under God, indivisible, with liberty and justice for all."

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.

---

• Action Mom: Of her son, Julius.
• Anti-Hero Substitute: Inverted. Monica is far more pure and upstanding than her predecessor, who killed children in cold blood.
• Affirmative-Action Legacy: The Asian-American replacement for the first Black Widow, who was white.
• Canon Immigrant: She was brought over to the classic Marvel Universe in Avengers A.I. Though the two characters are pretty different, save for their somewhat similar attitudes.
• Clothes Make the Superman: Wore a "Stark Suit" in her first few appearances that served to increase her strength, speed, and agility.
• Dropped a Bridge on Her: Killed in Miles Morales, Spider-Man by the revived Green Goblin without so much as a fight.
• Everyone Has Standards: Is not at all amused that Frank Castle has killed teenagers.
• 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.
• Guns Akimbo: Favors wielding two pistols.
• Informed Attribute: Nick Fury says she's so ridiculously unpleasant that even war itself was less traumatic than her. While she starts off nasty-ish, she mellows out after the first volume of Avengers, and isn't remotely as bad as some of her teammates, never reaching the sheer levels of awfulness Fury ascribes to her. But then, he's probably biased.
• Jerk with a Heart of Gold: 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.
• More Dakka: Sometimes slips into this on missions, including firing a massive cannon that had its own chair attached.
• Most Common Superpower: 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 Leinil Yu draws.
• The Smurfette Principle: Was the only woman on the Avengers/Ultimates team after the Red Wasp left and before Giant Woman (Cassie Lang) joined.
• Super-Speed: Had this while wearing her "Stark Suit." She could run at about 110 mph.
• Super-Strength: Per her "Stark Suit," though it wasn't showcased very well before she stopped wearing it.
• Super-Toughness: Had this while wearing her "Stark Suit" too.
• Vitriolic Best Buds: Has this going with Hawkeye a bit.
• Working with the Ex: She's nowhere near happy about working with Nick again despite secretly still loving him due to their Awful Wedded Life.

Red Wasp

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.

---

• Boxed Crook: Very unwillingly.
• Chuck Cunningham Syndrome: Disappeared after Ultimate Comics Avengers vol 1. Later appeared as a companion of Perun, and never after that.
• Combat Stilettos: She sported high heels.
• Dark and Troubled Past: 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 Sadistic Choice 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.
• It's Personal: 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.
• Most Common Superpower: She has a very large bust.
• Mythology Gag: Her outfit is a slightly altered version of the original Wasp's 60s outfit.
• Of Corsets Sexy: Wore this as her costume.
• Rape as Backstory: The Red Skull had his men gang-rape her, after he forced her to kill her husband before killing their son.
• Remember the New Guy?: Was among the Liberator forces, though she never appeared then.

Nerd Hulk

Nerd Hulk

What? A combination of Banner's brain and Hulk's body? You took away his edge, you idiots!

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.

---

• Beware the Nice Ones: 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.
• Inverse Law of Complexity to Power: 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. This is lampshaded by Captain America.
• Killed Off for Real: At the end of volume 3
• No-Respect Guy: He's just a nerd interested in "Lord of the Rings" trivia, with fears and insecurities, in a team composed of hardened soldiers and military people. No, nobody has any respect for him.
• Super-Strength: He is a Hulk. He's just not as strong as the regular Hulk.
• Token Good Teammate: 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 Butt-Monkey for the team.
• Took a Level in Badass: Once made a vampire he suddenly becomes much more fearless, and eventually kills their leader and leads the assault on the Triskelion.

Tyrone Cash

Tyrone Cash / Leonard Williams "The First Hulk"

I warned them to put a good pic of me! I told them I'd kick their arses!

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.

---

• Bald of Evil: 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.
• Canon Foreigner: Created specifically for Ultimate Marvel.
• Decomposite Character: Cash is effectively the Ultimate Marvel version of Grey Hulk's "Joe Fixit" persona, but even more morally bankrupt and a Crime Lord rather than a mere Enforcer. Also Doc Samson to another extent, with his real name being Leonard and gaining similar powers instead of the actual Samson.
• Evil Old Folks: Cash is a withered, crippled dirty 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.
• Feet of Clay: 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 Super-Soldier serum. 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.
• The Hedonist: Sells Super-Soldier formulas to foreign powers to fund his extravagant lifestyle.
• It's All About Me: The very reason he never made more of himself, despite perfecting the Hulk Serum Banner created based on his research. Once he realized what his Hulk form was capable of, he decided to fake his death and ditch his family to live large in South America.
• Jerk with a Heart of Jerk: 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 he's still alive... he timidly complies.
• Killed Off for Real: Killed by Nick Fury during the Ultimate Avengers vs. New Ultimates crossover.
• Reed Richards Is Useless: Called out on this by both Nick Fury and War Machine. He could have used his genius to help the government in the 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 Scarface-inspired life. And that's how he likes it.
• Scary Black Man: Makes his living actively embodying the stereotype.

The Punisher

The Punisher / Frank Castle

And this is what will happens if Punisher finds you jaywalking.

Frank Castle was a police officer that was investigating a local New York mafia family before his family was killed by hitmen with the support of crooked cops. He ended up snapping and went on a one-man war against all the criminal enterprises of New York.

---

• Adaptational Job Change: The Punisher here is a former NYPD officer as opposed to being a military veteran in the mainstream universe.
• Adaptational Villainy: Or Truer to the Text than even Garth Ennis, this Punisher has absolutely no qualms in killing everyone involved in criminal activities including drivers and bag men. In particular he has no qualms in killing children or teenagers if they are criminals, a line that most takes on the Punisher avoid.
• By-the-Book Cop: Prior to becoming a vigilante, Frank Castle was very much an honest police officer that refused to take any bribes from corrupt cops.
• Cold-Blooded Torture: 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.
• Comically Missing the Point: Takes a message from the Devil's own servant to "keep up the good work" as approval from Up There. In case it wasn't clear Frank is not remotely sane.
• Gun Nut: It's The Punisher. What would you expect?
• More Dakka: His solution to any given problem is to fire more bullets at it. Any.
• My God, What Have I Done?: Frank is just as horrified as everyone else when he accidentally wounds Peter Parker. Possibly more so, even.
• Nice Job Breaking It, Hero: Punisher tried to stop Captain America by shooting his kneecaps, but Spider-Man saw it, thought he was aiming to kill, and took the bullet. He had a fight with the Sinister Six and an entire bridge falling on him on top of that, but Punisher was partially responsible for the death of Peter Parker.
• Pay Evil unto Evil: All things considered, he's not too different from 616!Punisher. He's a bad guy that hunts and kills criminals.
• Roaring Rampage of Revenge: Against criminals. All criminals. Why? Because his family was murdered by a gang of criminals and the corrupt cops that took their bribes.

Villains

Herr Kleiser

Herr Kleiser

One of the Chitauri, an alien race of reptilian humanoids who supported the Nazis during World War II and who were the main threat that Captain America fought against.

---

• Arch-Enemy: He and Steve were this during World War 2 and ultimately face off one final time at the end of the first arc.
• Big Bad: For the first arc.
• Composite Character: Takes over the role of the Red Skull as Cap's main WWII opponent. Also takes Baron Heinrich Zemo's role as the guy whose scheme inadvertantly puts Cap on ice.
• Face Death with Dignity: He tries to go out as calmly and dignified as possible, though Hulk pounding him senseless puts a damper on his attempt at a monologue.
• Faux Affably Evil: Like any good Nazi villain, below his good manners and compliments lie his horrific and unapologetic evil.
• Full-Frontal Assault: His healing factor doesn't account for clothes so he spends a good portion of the final fight naked.
• Gender Bender: As a shapeshifter, he can do this and expresses the desire to use Wasp as the base for his next physical form.
• Groin Attack: Attempts this on Cap, who catches his leg, pulls him towards him and gets him in a hold.
• Healing Factor: 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.
• Kill and Replace: There was a Herr Kleiser who was an SS officer, who apparently willingly allowed himself to be consumed by the Chitauri that would use his face and identity.
• Muscles Are Meaningless: He looks like an average toned human man, but he can fight well against Cap and the Hulk.
• Ninja Pirate Zombie Robot: A shapeshifting alien who takes on the form of a Nazi.
• Stupid Jetpack Hitler: Again, a shapeshifting alien Nazi.
• Those Wacky Nazis: They were also in league with aliens. Even long after the 3rd Reich's fall, he keeps their banners and uniforms around for nostalgic value.
• Voluntary Shapeshifting: Though he has to eat them first...
• You Are Who You Eat: Chitauri have to eat someone to take their form. Kleiser was planning on eating Wasp to take her form next.

Loki

Loki ^note  Gunnar Golman, Baron Zemo

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

The Cain to Thor's Abel, Loki is revealed to be The Man Behind the Man for the first two volumes of the series, pulling everyone's strings to get his brother out of the picture and conquer the world 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 "God" part of his name.

---

• Adaptation Name Change: As this Loki is indeed biological Odin's son, his last name is "Odinson", not "Laufeyson".
• Always Second Best: To both Thor and Balder. His envy of this is what ended up driving him to villainy.
• Big Bad: In The Ultimates 2
• Brought Down to Badass: Even without his godhood, Loki proves to be a pain due to his wits and knowledge of the arcane.
• Cain and Abel: With Thor, obviously. He is also the Cain to Balder, having killed him when he was stealing the Nord stones.
• Comic-Book Fantasy Casting: He is drawn◊ to resemble a young Neil Gaiman, making him the second character in the book to have a real-life model (the first being Samuel L. Jackson allowing his facsimile to be used for Nick Fury). ^note This was a deliberate choice by Mark Millar and artist Bryan Hitch, starting initially as a joke between friends. After Neil Gaiman caught wind of it, he gave his blessing.
• Composite Character: Baron Zemo was an alias he used during World War II.
• De-power: In The Ultimates 2, Loki is a reality warping Physical God able to summon an entire army from Asgard and fight toe-to-toe with his brother. 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.
• Early-Bird Cameo: First appears in a background shot during the first issue of Ultimates 2, when he's making Thor look crazy.
• Even Bad Men Love Their Mamas: Which is how everything got started... he just wanted Momma Farbauti's approval, and it all snowballed into Asgard getting destroyed.
• Fallen Hero: When they were young, Loki was one-third of a Sibling Team with his brothers.
• For the Evulz:
  • His original reason for invading Asgard was to steal the Norn Stones for Farbauti, but as Balder notes, he's more confused than acting out of any real plan.
  • 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 for his own amusement.
• Imposter Forgot One Detail: He initially introduces himself as Gunnar Golman, a Norweigian scientist for the EU super-soldier program. Loki later notes to Thor that nobody noticed something wrong with that despite Norway not being in the European Union.
• Manipulative Bastard: 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.
• Nigh-Invulnerability: The Liberators are a deadly group of genetically enhanced Super Soldiers... but Loki is a God. He can completely No-Sell punches from The Hulk and even shrugs off blows from Mjolnir before Odin strips him of his powers.
• Non-Action Big Bad: 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.
• Non-Human Humanoid Hybrid: Aesir on his father's side, Giant on his mother's.
• Not-So-Harmless Villain: 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.
• One-Winged Angel: 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.
  • Clipped-Wing Angel: 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.
• Physical God: 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.
• Pretty Boy: 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.
• Reality Warper: 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 decides to cut loose.
• Redemption Equals Death: Admits he regrets his actions and makes amends with Thor seconds before they go to die in battle together.
• Related in the Adaptation: An odd case. In both the 616-verse and the Marvel Cinematic Universe, Loki is Thor's adopted brother, though his origin differs a bit in each universe. In Ultimate Marvel, Loki and Thor are half-brothers through Odin, conceived as part of a peace agreement with the giantess Farbauti.
• Sealed Evil in a Can: 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. 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.
• Those Wacky Nazis: Loki's support of The Liberators isn't the first time he's meddled with the human realm. 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

The Liberators ^note (Colonel Abdul al-Rahman, The Abomination, the Crimson Dynamo, Perun, Hurricane, Swarm & the Schizoid Man)

Starting clockwise: The Abomination, Perun, The Crimson Dynamo, Schizoid Man, Hurricane, 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.

---

• Adaptational Nationality:
  • As usual for the Abomination. While the original character was Russian and the MCU version was a Brit, this Abomination is Chinese, though this is a case of Decomposite Character, as an Ultimate version of Emil Blonsky later appears.
  • The Crimson Dynamo is Chinese rather than Russian, although another Russian version would show up in Ultimate Fantastic Four.
• Adaptational Wimp: No incarnation of the Abomination has ever had much luck against the Hulk, but Ultimate Abomination takes the cake. After getting a couple of token hits in, he spends most of their fight begging for mercy as Hulk literally tears him apart while asking him nonsense questions. The fight ends with Hulk mocking him before punching his skull into pulp.
• America Saves the Day: Referenced by the Colonel after his defeat, as he sarcastically asks Cap if he's going to drop any John Wayne quips on him, maybe finish him with a witty barb. Cap's response is to silently stab him through the heart.
• Alas, Poor Villain: Abdul is given this treatment.
  Fury: (to Cap) Skinny kid becomes a super-soldier to go off and fight the invading army. Guess that story pushes the right buttons for you, huh?
• Anti-Villain: 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.
• Always Someone Better: 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. 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.
• Canon Foreigner: The group is not based on any previous group from Marvel. The Masters of Evil started as The Psycho Rangers for the Avengers, but that's it, they never had those characters on board or this motivation. Swarm is named after a 616 villain, but In Name Only, as everything else is different (female instead of male, mutant instead of mad Nazi scientist, control insects instead of being made of bees, etc.)
• Cheaters Never Prosper: The Colonel fights fairly with Cap at first but signals for help when he's losing. Very shortly after, he is killed.
• Chronic Backstabbing Disorder: Hank Pym betrayed the Ultimates and allied himself with the Liberators. Pym later tries selling the Liberators out to the Ultimates and pretending to be a Double Agent when it becomes clear that he's on the losing side, but no one buys it.
• Cruel and Unusual Death: Hurricane is liquefied by Quicksilver.
• Decomposite Character:
  • The Ultimate version of Emil Blonsky isn't the only Abomination, as he was preceded by Chang Lam.
  • A Truer to the Text version of Crimson Dynamo, based on the Valentin Shatalov incarnation, shows up in Ultimate Fantastic Four
• Double Weapon: The Colonel wields a double-bladed laser sword that's more than a little reminiscent of Darth Maul's lightsaber in The Phantom Menace. This is even given a Shout-Out in the story itself.
• Evil Counterpart: For the Avengers.
• Face Death with Dignity: Played straight with the Colonel, who only pleads for Captain America to at least try understand why the Liberators did what they've done and not make a joke out of his defeat. Averted with the others though, who generally react with panic and pleading when their lives are on the line.
• Fantastic Terrorists: A terrorist group that uses superpowers to achieve their goals.
• Hammer and Sickle: Those are Perun's weapons. As you could have guessed, he's from Glorious Mother Russia. He had to drop the Sickle for the Ultimate Avengers, who were not interested in the Soviet imagery.
• Heel–Face Door-Slam: Perun is "recruited" to being a member of the Avengers, and seems to genuinely appreciate being given a second chance but just as he is fighting against a vampire horde his neck is snapped by the Hulk clone.
• Impaled with Extreme Prejudice: Cap does this to Abdul, with Abdul's own sword no less.
• Jerkass: In general, the team besides Abdul and to a lesser degree Perun are overall very unpleasant, arrogant individuals who take pride in pointlessly harming the American citizens.
• Just You and Me and My GUARDS!: When the Colonel realizes he's outmatched against Cap, he signals for a swarm of Schizoid Man clones to pull Cap off him and hold him down to be executed. Fortunately, the Hulk is able to prevent this.
• Killed Off for Real: All of them, save Perun, died during the failed invasion of the US. Perun was neck-snapped by a vampire nerd Hulk in Ultimate Avengers.
• Mooks: Their foot-soldiers will die in about a month, but since their bosses just need a disposable army, they're perfect. They all die.
• Multinational Team: A supervillain example composed of a Iranian-Azerbaijani (The Colonel), two Chinese (Crimson Dynamo and Abomination), a Russian (Perun), a Syrian (Swarm), a North Korean (Hurricane), a Frenchman (Schizoid Man) and an Asgardian masquerading as a Norwegian (Loki).
• Neck Snap: Nerd Hulk, turned into a vampire, killed Perun with a neck snap.
• Off with His Head!: Abomination was dismembered by Hulk, and the finally executed with a megaton punch through the head.
• Paper Tiger: Ultimates Abomination looks tougher and meaner than the silly original Abomination with his fish ears, but ends up folding to the Hulk like a cheap paper plate.
• The Psycho Rangers: 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).
• Quirky Miniboss Squad: Unlike the Chitauri, the Liberators actually get distinctive looks and personalities.
• Required Secondary Powers: 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 Mini-Mecha, 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 Super-Speed via surgery and genetic enhancement, but has to wear a specialized armor suit to reduce the friction generated by using her powers. And even that is taken beyond its 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 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 though he shows up long enough to get killed in the next volume.
• Suicide Mission: When the Crimson Dynamo realizes his team is losing, he declares their mission to be this and starts indiscriminately shooting everyone in sight.
• Shock and Awe: Like Thor, Perun can summon lightning.
• Smug Snake: Ultimate Abomination considers himself to be a superior Hulk because he retains his genius intellect. The Hulk very quickly demonstrates to him how mistaken he is.
  • Hurricane also gets in on the smuggery in her one-sided fight with Hawkeye. She stops gloating in very short order once Quicksilver gets in on the action.
• Token Good Teammate: The Colonel is the only one of them that is even remotely close to sympathetic, as he is simply with the Liberators 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 Fury feel sympathy for him. This doesn't stop the Colonel from calling in help when he realizes Cap is beating him.
• Unwitting Pawn: The Liberators and their backers are motivated by rejection of American foreign policies, and intended to "Liberate" the US from what they saw as an evil government. They were manipulated by Loki, who organized all this to screw with his brother Thor, member of the Ultimates, just for kicks.
• Villains Want Mercy: Some of them do, anyway. Abomination begged for his life, but the Colonel refuses to give Captain America the satisfaction.
• Younger Than They Look: The Colonel is a teenager, but his super soldier enhancements make him look like he's in his mid-thirties.
• Your Terrorists Are Our Freedom Fighters: For the US and the Ultimates, the Liberators are terrorists, simple as that. The Liberators themselves, however, view themselves as La Résistance fighting against The Empire.

Red Skull

Red Skull

"And for my first trick, I will turn half the Ultimates into dust. Oh, wait..."

• Adaptational Nationality: He's American rather than a German national.
• Adaptational Backstory Change: A major case. He goes from the German Johann Schmidt, a fervant Nazi and archenemy of Captain America during World War II to the unnamed son of Captain America, a Tyke-Bomb turned terrorist and mass murderer
• Alas, Poor Villain: He, of all the people, gets this in his final issue. 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 Tyke-Bomb. To his credit, he knew the evils he had committed, but by then, it was too late for him.
• Always Someone Better: At least one contributing factor that led to his rampage and mass murdering of everyone in the military compound he was raised in was his insecurity over never feeling like he'd ever live up to the legacy of his supposedly dead father.
• Age Lift: His mainstream self was born in 1920's Weimar Germany, here he was born just after WWII.
• Antagonistic Offspring: To Cap.
• Bastard Bastard: Of a sort. Everyone viewed him as the second coming of Steve Rogers, to the point that his childhood was effectively stolen from him as the government took him and raised him in a military compound, training him up to be another Captain America. He eventually cracked under the pressure, resulting in his transformation into the Red Skull.
• Been There, Shaped History: He assassinated John F. Kennedy, took part in the Vietnam War, worked for two of the most brutal dictators of the 20th century (Pol Pot of Cambodia and Idi Amin of Uganda), worked for the Russians in Afghanistan and has trained and fought alongside terrorist groups across the entire globe. Basically, envision all the terrible stuff that occurred during the latter half of the 20th century and he probably had some involvement in it.
• Big Bad: Of Ultimate Comics: Avengers - The Next Generation.
• Create Your Own Hero: He gave Petra a Sadistic Choice: kill her husband with a pair of scissors, or he would kill her newborn son. After she killed her husband, he killed the baby anyway, and let his thugs have their way with her. Years later, she was the one who killed him.
• Create Your Own Villain: He's this to the US Government - being the son of Steve Rogers and his then-sweetheart Gail Richards who was conceived shortly before Steve's freezing in the Arctic, the US Government convinced Gail to give him up and cover up his existence. He was raised in a military compound to succeed his father but secretly resented his life and the expectations placed on him, eventually escaping from the compound in a violent and bloody rampage. Since then, he became a mass murderer and terrorist who lent his services to tyrants, dictators, and various criminal organizations essentially as retaliation against the government he blames for ruining his life.
• Decomposite Character: His role as Cap's Nazi archnemesis in WW2 goes to Kleiser as this Skull wasn't even born until after Steve was frozen.
• Deconstructed Character Archetype: Of the There Is Another trope. This version of the Red Skull is the son of Steve Rogers, and thus, was born inheriting the same enhancements the super soldier serum gave his father. The US Government took him in and raised him in a military compound, training him from an early age to take up his father's mantle once he came of age. While giving no indication to his handlers and therapists, he secretly hated his life as a Tyke-Bomb - of being raised without a real family, being expected to live up to the lofty legacy of a father he never knew, and being treated as a living weapon rather than a human being. He ultimately snapped and turned against the USA.
• Evil Old Folks: He's sixty-four by the time he shows up, though he's got the physical abilities and strength of a much younger man (being born with the same enhancements the super soldier serum gave Steve help).
• Facial Horror: Calmly sliced the skin off his own face, just to stop looking like his dad.
• Impaled with Extreme Prejudice: In the chest, by a plane. It doesn't kill him, though.
• Luke, You Are My Father: Captain America is his father.
• No Name Given: He's never referred to by any name other than "Red Skull." Though given his 616 counterpart, his name "might" be John Smith.
• Related in the Adaptation: Again, this version of the Skull is the son of Captain America and the Republic Pictures serials' Gail Richards.
• Set Right What Once Went Wrong: His true motivation. He wanted the Cosmic Cube, a device of near infinite power, to travel back in time and prevent his father from being frozen in the Arctic.
• Strong Family Resemblance: Before he cut off his face, he was the spitting image of his father.
• Tattooed Crook: He has these all over his body including on his skinned face!
• Teens Are Monsters: Up through his childhood, he seemed like a friendly, intelligent All-American Kid. Then, when he was old enough, he massacred everyone on the military base he lived at and went rogue.
• Tyke-Bomb: Deconstructed in horrifying fashion - he was born with the same enhancements the super soldier serum gave to his father and thus was raised by the military to succeed his father as the next Captain America. However, he secretly despised his upbringing and eventually turned against his government and became one of the most feared terrorists in the world.
• Who Shot JFK?: Why, he did. Just to prove to the U.S. government what he could do.
• Would Hurt a Child: Pitches an infant out the window with zero remorse.

The Maker

• See The Maker

Modi Thorson

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.

---

• Alas, Poor Villain: Thor is absolutely devastated at having to kill him.
• Antagonistic Offspring: To Thor, after becoming an adult.
• A God Am I: Slightly justified since he is one, but he takes it a step further and declares himself the one true god.
• Badass Boast: 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 last surviving Asgardian. And I am your only God. Bow, father. Bow and obey!
• Child by Rape: While Thor was given a choice to have sex with Hela, the fact it was the only way to leave made it coercion.
• Cruel Mercy: Regards Thor saving him from Ragnarok as this. While he survived, it drove him insane.
• Defiant to the End: Uses his final moments to verbally tear Thor apart for abandoning him in the World Tree.
• Dying Curse: Bitterly tells Thor that his death will haunt him.
• Generation Xerox: 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.
• Go Mad from the Isolation: He spent years in the Room Without Doors and when he came out, he was hungry for revenge.
• Humans Are Bastards: 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.
• Last of His Kind: Alongside Thor, he's the only Asgardian to survive Ragnarok. Since Thor was Brought Down to Normal while he remained a God, he considers himself to be this.
• Offing the Offspring: Thor is eventually forced to kill him to stop his evil. And even so, Thor’s not happy about having to kill his own son.
• Older Hero vs. Younger Villain: He's (physically at least, if not mentally) younger than any of the Ultimates, with one of them (Thor) being his actual father.
• Scarf of Asskicking: Sports a big blue one in his "godly" form.
• Used to Be a Sweet Kid: What we see of Modi as a child is mostly an innocent little boy.

Ultron

Ultron / Yellowjacket

One of the robots created by Henry Pym after being kicked out of the Ultimates. It got self-awareness and tried to replace the Ultimates with robot doubles.

---

• Adaptational Wimp: Ultron is usually comprised of Adamantium and generally very difficult to destroy, here he gets his head ripped off fairly quickly and that's the end of him.
• A.I. Is a Crapshoot: The usual origin for Ultron.
• Composite Character: Pym named him Ultron, but the robot named himself Yellowjacket instead. In the mainstream comics, Yellowjacket is another superhero identity of Henry Pym.
• Hopeless Suitor: He loves the Scarlet Witch, but she will never, ever, have eyes for anyone else other than her brother.
• If I Can't Have You…: When Ultron realized that the Scarlet Witch would only love her brother and would never have any feelings for him, Ultron shot her.
• Robosexual: He was hexed by the Scarlet Witch to fall in love with her.
• Unwitting Pawn: To Doctor Doom
• What Is This Thing You Call "Love"?: He was hexed by the Scarlet Witch to love her. And this concept of "love" confuses and infuriates him!

Hela

Hela

The ruler of Hel, the afterlife of the Asgardians

---

• Chosen Conception Partner: Hela propositions Thor to impregnate her with a son in exchange for being allowed to leave the land of the dead. He agrees. Due to the fluid nature of time in her realm, she's already heavily pregnant only a few days later and proudly muses about how their child is a "warrior born".
• The Legions of Hell: She has legions of undead warriors at her beck and call.
• Ms. Fanservice: Already has a pretty Stripperiffic getup, but when she seduces Thor into impregnating her, she strips down on panel to show off her divine figure with the bare minimum covered to avoid an 18+ rating, which leaves Thor compliant in sleeping with her.
• Satanic Archetype: Hela is, for all purposes, the Asgardian version of the Devil.
• Stripperiffic: She looks more like a goth BDSM dominatrix than the queen of Hel.

Kang

A mysterious time traveller from the future who shows up to form an alliance with the Maker.

---

• The Corruptor: Reed was already on the way to villainy after the events of Ultimatum, between guilt, resentment, his break-up with Sue and having to go back to his abusive trashbag of a father, but Kang's encouragement puts him on the path to becoming the Maker.
• Evil Old Folks: An older and more villainous version of Sue Storm.
• Future Badass: She's got some powers Sue doesn't yet have.
• Gender Flip: Most Kangs are male, barring the odd imposters. This Kang is female, on account of being Sue Storm.
• Never Mess with Granny: This Kang is an older Sue Storm who not only retains her old powers, but has gained some new ones that her younger self doesn’t yet have.
• Set Right What Once Went Wrong: Her supposed motivation. Given her actions help make Reed Richards into one of the worst monsters the universe ever saw, actual success rates seems spotty at best.
• What Happened to the Mouse?: Last seen fleeing back into the timestream when Galactus enters Earth-1610, trying to prevent the disaster that destroyed her world.

Others

European Union Super Soldier Initiative

The European answer to the Ultimates, consisting of one super-soldier for each of the union's nations, forwarded by Doctor James Braddock. They also serve with the Ultimates on occasion.

---

• Adaptational Heroism: Jamie Braddock is a mentally unstable supervillain in mainstream continuity, but serves as the second Captain Britain here.
• Adaptational Superpower Change: Regular Captain Britain's powers come from a magic amulet given to him by the omniversal wizard Merlyn (possibly no relation to Merlin). Here, they're the result of tech and genetic engineering. No wizards involved.
• Adaptational Wimp: James Braddock Junior. When your counterpart's powers include "multiversal reality warping", anything else is going to be a step down.
• Captain Geographic: For Britain. And France. And Italy, and... well, you get the idea.
• Captain Superhero: They have a name that is a combination of Captain and their country of origin.
• Dropped a Bridge on Him: Non Fatal Example. Brian Braddock developed cancer offscreen after Ultimates 2 and is replaced by his brother as Captain Britain
• Flying Brick: Each one comes with the boilerplate powers of super-strength and flight, and no indication of anything beyond that.
• Offscreen Moment of Awesome: During Ultimates 2, they sneak into Liberator-occupied territory and bust out the other heroes, all on their own. And almost entirely off-page.
• Theme Naming: Apparently unintentional on their part, but they started with Captain Britain, and by the time they got around to Captain Italy, they just sort of figured "well, might as well roll with it".

The Defenders

The Defenders

Not so much of a joke now...

The Ultimate equivalent of the main Marvel Universe's superhero team The Defenders.

A group of super-hero wannabes Hank Pym runs into after getting kicked out of the Ultimates. They include Nighthawk, Black Knight, Power Man, Son of Satan, Hellcat and Valkyrie.

---

• Adaptational Villainy: Initially, they are neither good or evil, just a bunch of fans with dellusions of grandeur. They made a deal with Loki and get super powers, and attack the Ultimates with them (except for Valkyrie, who became Thor's lover and an Ultimate herself).
• Adaptational Wimp: All of them start off as pathetic jokes without any actual super powers. They get powers later on, as a result of a deal with Loki
• Becoming the Mask: The Defenders started as guys pretending to be super heroes, and eventually got real super powers. But the blonde girl is a special case. She started as "Thor Girl", a mere fan of Thor, and in an amazing turn of events she got powers similar to those of Thor, who fell in love with her. She also called herself Valkyrie, and in a not-so-amazing turn of events, she turned into an actual Valkyrie.
• Composite Character: Valkyrie is also known as Thor Girl and named Barbara Norriss. In the prime continuity, the one known as Valkyrie is a genuine Valkyrie named Brunhilde who at one point possessed the body of a mortal woman named Barbara Denton Norriss, with Thor Girl being a completely separate character named Tarene.
• Deal with the Devil: They signed up for a deal with Loki for powers.
• Deconstruction: In their initial appearance, they give us a look at a superhero team with absolutely no superpowers or resources of any kind and it is hilarious. The group starts off so pathetic that half their members need to commute to get anywhere, and the other half nearly get busted for soliciting because of their goofy costumes. When it comes to combat ability, none of them are anything special, with Nighthawk almost dying during a fight with some teenage thugs because he tried to make a cool entrance and ended up injuring his leg.
• Fanservice: Luke Cage goes shirtless and flaunts his abs. Hellcat wears only form-fitting leather pants and a bra and later just a bikini.
  • Exaggerated with Valkyrie, and her first costume that looks so Stripperiffic that it wouldn't be out of place in a porno.
  • Averted with Nighthawk, Son of Satan and the Black Knight, who all wear normal (if lame) costumes.
• Decomposite Character: Another version of Black Knight, Dane Whitman, shows up as part of the West Coast Ultimates.
• No Name Given: Nighthawk's real name is never given and Power Man is never called Luke Cage
• Non-Indicative Name: This version of Son of Satan is not actually the son of Satan.
• Official Couple: Valkyrie gets into a relationship with Thor.
• Two Girls to a Team: Hellcat and Valkyrie are the only gals around. Come New Ultimates, it's just Hellcat.

The Ghost Rider

Ghost Rider / Johnny Blaze

Once, there was a man named Johnny Blaze, who along with his girlfriend was attacked by a satanic biker gang, who sacrificed Johnny to the Devil in exchange for their souls. But the Devil, in that way of his, thought it was fun to make a deal with Johnny, sparing his girlfriend in exchange for serving as his agent, the Ghost Rider.

---

• Anti-Villain: He's going around murdering people horrifically, but they sold their souls to the Devil for power and glory and brutally murdered him and the woman he loved as part of the deal.
• Badass Biker: Wouldn't be the Ghost Rider if he didn't ride a fiery bike.
• Deal with the Devil: He works for the Devil, in exchange for Roxanne being alive and well.
• "Not So Different" Remark: Points out that he is too similar to the Punisher when Castle has a chance to arrest him. The Punisher agrees and lets him go.
• Outside-Context Problem: Even in a world where magic and gods are known to exist, the idea of someone working for the literal Devil is nigh-impossible for the Avengers to swallow. They just think the Ghost Rider is a souped-up Mutant. They are wrong. They are very wrong.

Ka-Zar and Shanna

Ka-Zar and Shanna the She-Devil

Natives of the Savage Land, the Ultimates met them when they went there to fight Magneto after the Scarlet Witch's murder.

---

• Adaptation Dye-Job: She has blonde hair in the main universe but is a redhead here. Although the mainstream Shanna initially did had red hair.
• Adaptation Name Change: This Ka-Zar seems to be a native of the Savage Land and thus was always named Ka-Zar, as opposed to Kevin Plunder. Same goes for Shanna.
• Adaptational Nationality: In the classic Marvel Universe, Ka-Zar was born in England and Shanna was born in Zaire to American parents. Those characters seem to be true natives of the Savage Land.
• Nubile Savage: As usual for them, though again, they were born in the Savage Land.

---