After numerous issues of in-fighting and build up, all of the pieces are in place for Millar’s endgame and he takes the series to its only logical conclusion — America’s arms race backfires. It’s the culmination of his entire run as it shows that America’s worst enemy is itself. Maybe it’s a bit presumptuous by showing America as being attacked only after it had built up its super-hero fighting force suggesting that our enemies only hate us because we are war-mongering and have brought it upon ourselves, but it succeeds in giving the Ultimates some villains to hit. 

Issue #7 begins with how the Ultimates disarmed a nuclear facility in the middle east at the end of issue #6. Super-heroes are usually reactive in that they protect the status quo, but the Ultimates are portrayed as proactive super-heroes (a theme that Millar unsuccessfully attempted to establish in his run on The Authority). Cap leads people to trucks and tells a youth to get moving which will pay off eventually.

Tony talks with Thor. People protest outside and Tony asks, “When did we become the bad guys?” To which Thor responds, “Around the same time you took part in that preemptive strike against a third world country” but it could be argued that the team has been bad guys since they had to lie about the Hulk. They debate and Thor tries to warn Tony about the traitor, but Tony doesn’t listen.

Janet and Hank sneak around and have lunch together. She says that Betty has done market research and Wasp is scoring behind the new Giant men. In the midst of all of this betrayal, and frightening black ops work, Janet is betraying Cap by seeing her ex-husband. Perhaps Millar is trying to use her as a red herring for the traitor, but it never really works.

Hawkeye and his wife are at home after having dinner with Cap, Jan, Quicksilver, and Scarlet Witch. His family is murdered by the traitor and he swears revenge.

Issue #8 begins with Cap telling Janet he knows that she has been seeing Hank. He leaves her.

Nick visits the crime scene. He had multiple sets of cameras in Hawkeye’s house and Nick learns that Hawkeye is missing and the traitor is Captain America.

Cap is with Bucky in a cemetery when Nick Fury  sends the reserves after him. Again, the Ultimates have nothing to hit, so they hit each other. The theme of distrust amongst those in power persists in this conflict.

From issue #9 until the end of the series, the Ultimates are shown murdering their opponents in some relatively brutal scenes. This is quite a shock considering that in the main Marvel Universe, these are iconic heroes who never kill. It’s at this point in the series, that the Ultimates start behaving a little more like the Authority.

Hawkeye is being tortured for security codes which doesn’t make a lot of logical sense given that the traitor should have security codes that work. One of his torturers says, “America’s enemies have been organizing something huge, Hawkeye,” which hints at a much larger conspiracy against America.

Tony and Black Widow fool around but it’s all a ruse for Widow to kill Jarvis and to take Tony hostage. Suddenly, the full scale attack on America is unleashed as SHIELD helicarriers fall from the sky and land on the Triskelion and Manhattan is attacked by what appears to be Iron Man tech.

Scarlet Witch teleports people out of the Triskelion. Quicksilver dismantles an Iron Man robot and continues saving people.

Loki is part of the invading troops and mentions that Hank Pym needs to be contacted. “Colonel” is the leader and he orders his troops to topple the Statue of Liberty while he says, “We told you to stop making super people, America. We told you not to interfere with cultures you can never understand. This is what happens when your ambitions outstrip your capabilities. The empire takes a fall.”

The invading army is called “the Liberators” and it consists of Crimson Dynamo, Abomination, Perun, Hurricane, Swarm, Schizoid Man, and their version of Captain America (Colonel Al-Rahman) who we saw back in issue #7 when Cap was kicking people out of their homes.

Hank’s Ultron robots are helping with crowd control. He is surprised that they have attacked at this level and that he was part of it, but it doesn’t change the fact that he is a traitor who has taken part in the killing of innocent lives.

Tony says to Black Widow, “I just can’t believe you’d betray us like this.” To which she replies, “Oh, please. The Russian spy? Yeah, I can see why you’d think I’d be the last person to betray America’s defense force.” It’s a reveal that makes too much sense to be shocking. Most readers had predicted her betrayal anyway, and it’s just one more instance of the team never being able to trust each other.

Tony freezes her body with the nanites he is in control of and then he downloads everything she knows into his own brain.

Hawkeye breaks loose by using his own fingernails as weapons which is not at all useful in this analysis, but it is a cool detail.

Issue #11 continues the action with Thor praying to Odin and apparently breaking out of prison while Cap and Wasp break out as well.

Air Force One is attacked by the Liberators and President Bush calling out for his wife Laura (again, portraying him as a comical parody to emphasize his incompetence).

In the end, the Hulk returns.

Issue #12 has more fighting, but there are some particularly nasty fight kills executed by our heroes. First, Quicksilver murders Hurricane by topping out what she could handle in super speed. But worse is Cap’s killing of Abdul. After the Hulk throws Cap’s shield to cut off Abdul’s hands, Cap stabs the defenseless soldier through the chest with his own weapon.

In the end, Loki is revealed, and Thor reappears to save the day.

In the final issue, things get a little weird. Loki summons dragons, giant wolves, ogres, trolls, and all manner of creatures to destroy the world. The team beats them relatively easily with the help of the entire Ultimate Universe roster and Thor declares, “this planet is under my protection now.”

The entire series, Thor has been the most heroic of them all. Yet, this final conflict is due to the jealousy that Loki has for Thor. It connects thematically to this entire season of Ultimates in that the existence of heroes creates their villains. Because the Ultimates were created, an alliance of foreign powers created their own team. Because Thor protects Earth, Loki must destroy it. Therefore, while a hero exists to protect, their existence creates their own villains.

Perun is left alive and he surrenders (which will come into play much later after Millar returns to the comic).

Ultimates go independent of the government, and Tony begins to fund them.

Hawkeye kills Black Widow which again shows that this team is relentless and unforgiving. These are clearly not the normal Marvel 616 Avengers.

In the last few pages, the series ends with a puzzling flashback to before Steve became Cap. Reviewer Robert McLaughlin from Den of Geek writes in regards to the ending that, “This sense of throwing in the towel really comes to a head at the very end where we get a flashback to Captain America before he becomes the super-soldier. Why is this in there? It just seems to be a page filler, rather than a fitting conclusion to the book,” and this couldn’t be further from the truth.

Captain America is on a date with Gail, and he tells her that “They’re gonna make me into a super-soldier and I’m gonna help put an end to all this fighting.” After all of the events of the first and second seasons of The Ultimates, Cap’s words ring hollow because all of the events could be linked to him. Had Cap never been found in ice, Bruce Banner wouldn’t have the DNA necessary to make a new Hulk serum. The government wouldn’t have had the perfect super-soldier to lead its team of Ultimates which means there would have been no arms race and no super-heroes.

In Grant Morrison’s Supergods, he writes that ?”Before it was a Bomb, the Bomb was an Idea.” The super-soldier is an idea and once it had come to fruition, it had to be replicated again and again. There is no way to undo an idea. Governments make laws against ideas to protect people, but it doesn’t matter because people will still find a way to express whatever ideas they wish.

While Steve Rogers isn’t precisely to blame for the Liberators invasion of America, his existence perpetuated the events that caused them to react. The super-hero creates his own enemy.

By the end of this series, Millar had effectively deconstructed the super-hero and cast them in a light that wasn’t very flattering. The heroes of the Ultimates aren’t the square-jawed do-gooders of yesterday, in fact, they aren’t really heroes at all. They are only heroes because the story follows them around. They are only heroes because we associate Captain America and Iron Man with heroes already. In truth, they are petty, selfish characters that don’t realize that they are obsolete and unnecessary and that they do more harm than good by existing.

Read part three here.