APRIL  YEAR THREE 
430
"Responsibilities"  by Scott Harris
 
And there came a day, a day unlike any other, when Earth's mightiest heroes and heroines found themselves united against a common threat. On that day, the Avengers were born-- to fight the foes no single super hero could withstand! Through the years, their roster has prospered, changing many times, but their glory has never been denied! Heed the call, then-- for now, the
 Avengers Assemble!

The palace has stood for a hundred hundred generations, unchanging. Through war and famine, ice and fire, its towering stone walls have held fast. Here, the marks of the Cassan Rebellion, when shaggy haired war priests beat their Sun Drums and the tides of war crashed, then receded. Here, scars from the Time of Two Gods when the last hope of the Galadoran Empire crouched in terror within the ceremonial tombs as the city burned above. Here, deep gouges from the Great Betrayal when the angelic guardians were murdered at their posts by their power mad Spaceknight brothers. And through it all, unmoved, unchanged, now bedecked with clinging vines and the rubble of the lost.

Remember it well, for you shall never see its like again.

Five seconds from now the west wall, never breached, shall tumble down, stone crushed to powder as the iron hard body of an alien prince is driven through it. Namor, the Avenging Son, here on this distant world to repay his debt to an old friend, shall come to rest among the overgrown ruins. Fifteen seconds from now he will stagger to his feet and, astonished and somewhat frightened, he will return to the palace to fight once more. For that is his way, courage, the way of the Avengers.

But that is in the future. For now, look around you. See how the sun alights on the smooth crenellations of the bulwarks, how the new spring vines curl and caress the buttress. Remember this well. And when, hours or days from now, the excitement has passed, if you think back on what has been lost, know that Iara the Watcher weeps with you.

To the present.

Ultron-17, perhaps the Avengers greatest foe, stands, hands behind his back, as the Avengers stare on in shocked horror. They had come expecting Rom, greatest and most honorable of the Spaceknights. Their expectations have just been dashed.

Namor recovers first, shouting an incoherent war cry as, a blur of motion, he flies at Ultron, his fists pulled back to deliver a blow that could rock a mountain. He never gets the chance. Barely changing stance Ultron strikes, swinging his right arm with such power that Namor is blasted through the far wall. A moment, then the wall crumbles, along with part of the ceiling it supported, but those in the room barely notice. Namor's attack has shocked the others from their stupor and they move to strike.

"Spread out!" Quasar shouts, firing a stream of energy at Ultron, energy which spreads out to form a containment bubble. Quasar's dim hopes of ending the battle quickly are destroyed, however, as a handful of blows from Ultron's inhuman limbs is enough to let Quasar know he cannot hold long.

The bubble allows the others time, though, time to get close. Waiting, Quasar drops the bubble just as Ms. Marvel unloads with her mightiest blow. Her strike connects, but if Ultron notices he shows little sign of it; cupping the back of her head with his hand, Ultron pulls her from the sky, driving her face first into and through the thick stone flooring.

"There's got to be..." Yellowjacket says to himself; shrunk beyond the scope of the human eye, Yellowjacket flits up the metallic form of Ultron, searching for a way inside, to pierce the more vulnerable inner workings as the Wasp had done once. [It was back in Secret Wars -- Van the Man] But...

"This makes no sense, he has no seams at all. That's...arrrgh!"

Blasted by a shot of the Vision's heat ray, Ultron simply channels the heat down his form and into the stone -- and through, inadvertently, Yellowjacket's unseen form. Hank Pym barely has enough time to revert to human size to avoid being stepped on before he loses consciousness.

"Regroup!" Quasar shouts as Namor flies back into the room. "Blast it," Quasar says under his breath, "he's already got us on the defensive!" Quasar throws up a thick barrier, slowing Ultron down as Ms. Marvel, Vision and Namor gather behind the cosmic Avenger. "Alright, my barrier should hold up for a few more seconds. Here's what we're going to do..."

Suddenly Vision lurches forward and wordlessly plunges his arm through Quasar's chest. His shocked cry is cut short as he loses consciousness.

"Traitorous..." Namor has no time to react; with the barrier down the shocked Avengers are confronted with Ultron unchecked. Turning from Quasar, Namor is caught in Ultron's grip, as is Ms. Marvel despite her seventh sense. Hoisting them into the air by their throats, Ultron has but a moment to wait before Vision, half materialized, finishes them both off.

The bodies of the unconscious Avengers strewn about, Ultron stares at the unblinking and unmoving Vision, then turns to Weronna, who is watching without comment.

"Gather them up and prepare a place. We have much to do and little time."


It wasn't fear that caused the Beast to run from the palace when the battle began, though he knew too well the awful power of Ultron. Rather, it was purpose. Hank McCoy knew his greatest strength wasn't his strength at all, nor his speed or superhuman reflexes, but his mind. So when the fighting started he turned and ran, down the flights of stairs, across the court and down the street. He paused for just a second when Namor smashed through the palace wall, then ducked into the building where Eom the Healer had brought the injured Avengers for treatment. If he had been able to bring Cap around, work some sort of miracle in those few short minutes... this was Ultron they faced; they needed the whole team assembled.

"Cap, you've got to..." Beast started to say as he entered the room; what he saw cut him short. On the floor, the mangled bodies of two Spaceknights, while the healer Eom fought desperately to protect the unconscious Captain America and Dr. Amazing. And fighting him, filling the room with their stink and with dark spirits conjured with foul tongues, creatures that the Beast remembered all too well from a long, bloody day of war.

"Oh my stars and garters..."

Now, he fights. His vain struggle ends moments later. Then he and the others are pulled into darkness and away, leaving the silent corpses of the Spaceknights as the only witnesses to what occurred. The only witnesses spare for one, undetected, who now turns and makes his way through towards the palace, brooding on what he has just witnessed.


The Avengers -- Quasar, Namor, Ms. Marvel and Yellowjacket -- sit around a circular table, their hands inserted into recesses in the metallic top. Seated among them, his blue metal hands also plugged into the table, sits Joren the Jailer; a thin sheen of energy radiates from his hands through the conducive surface, robbing the Avengers of their powers. Not that they notice; they are just now starting to show the first signs of coming to. Silently the Vision stands and looks at his comrades, at Joren, trying to figure out a way to help them, to strike back. But unable to.

Finally Ultron enters the room, Weronna the Cloaker a step behind him, detailing the mornings events.

"Corm reports the total annihilation of a squadron of Shi'Ar cruisers near Inten Falls. They were accompanied by three members of the Imperial Guard. The Guard was forced to retreat, but we suffered four casualties during the battle: Aaron the Stalker, Silverfin and Qan the Striker are all expected to recover, but Nen the Encoder was slain."

"The fact that they reached the surface makes this battle a defeat regardless of the outcome." Ultron says, striding to where the Vision stands. Weronna moves to speak again but Ultron waves her off. He and Vision stare at each other for a long moment, as around the table the Avengers finally stir to life.

"My foolish son... you should have paid more attention to the diagnostics of this new body so miraculously provided by the young Richards boy. How fortuitous for me that you didn't, and didn't notice how similar some of the circuitry was in design to my old control crystal. Well, I think you are aware of it now." His hideous face continues grinning at the enraged but helpless Vision. Ultron pushes Vision down into a chair, then turns to the other Avengers who stare at him sullenly, each attempting to break free, to use their powers, but all helpless under the power of Joren.

"My old foes... how nice it is to see you like this."

"What do you want, Ultron?" Yellowjacket says roughly.

"Ah, father. What do you think of my new home? Nice, isn't it? A pleasant change from those dreary metallic sub-basements I used to haunt. I'm sure Janet could think of a number of ways to spruce up the interior decoration."

"If you're trying to bait me it isn't going to work. Now, what do you want." Ultron stares at him for a long moment, a moment that stretches into minutes, as Ultron seems to weigh the answer. Then finally, as though the admission is torn from him:

"...I need your help."


Above the surface, Gladiator paces the control room. He has just received final instructions from Lilandra, and neither of them care much for what he is about to do. Rom was a renowned warrior, known far and wide for his honor and bravery. It would be no pleasure to fight him, to defeat him, to drag him in chains to the throne world for judgment, but both knew it must be done. Still, there is no pleasure in it for Gladiator.

Checking the time once more, Gladiator leaves for the bridge. There was still awhile until the other phases of the assault were ready; he left to check on them, to distract his mind from what was to come.


"I'm sure you have many questions. There is little time, but I will try to answer them, for you must know the whole story before you can help me." Ultron says, turning his back to the startled Avengers.

"Help you? Why in gods name do you think we would help you with anything?" Hank Pym says.

"Do not try my patience, father!" Ultron spits, swinging back to face Yellowjacket. In three swift strides he is across the room, a fold of Yellowjacket's costume gathered in his fist as he leans close to the angry Pym. "I am restraining myself from slaying you where you sit because I have responsibilities, but if you push me too far you may make me forget them."

"Responsibilities? To what, another mad plan to slay humanity? You've got to be..." Enraged, Ultron pulls back a fist to strike.

"Ultron!" Weronna cries, taking a half step forward. Ultron pauses, fist cocked, looks at her for a moment. An unheard message seems to pass between them, then Ultron lets his fist drop as he shoves Pym back into his chair.

"You are right." He pauses for another few seconds. "Tell them what they need to know. I will check on the others." Ultron strides from the room as the Avengers look at each other in surprise. Yellowjacket slumps, a bead of sweat trickling from his brow, though it is not warm inside the room; he knows he almost cost them all their lives just then. But the idea that this... thing that claimed to be his son would, after all he had done to them, ask for their help... it was too much. Glancing over at Quasar, Yellowjacket saw the others looking at him and he nodded shortly, apologetically. If they were going to get out of this he'd have to control himself.

"Weronna, I think what we all really want to know right now is how Ultron got himself involved with Galador in the first place. I mean, how did he even get here?" Quasar says.

Weronna steps forward and begins telling a story the others already know: battling with the Avengers, Ultron was dragged off Earth by Wonder Man, who then hurled him with all his might into the depths of space [It happened in Avengers #414 -- Scott]. For days Ultron drifted, helpless, unable to repair his jets. His fortune changed abruptly, however, when he was happened upon by the traveling Spaceknight Eom the Healer.

"Eom is a unique being," Weronna says, standing before the Avengers. "As a Spaceknight, Eom is a cyborg, as we all are. His great healing gift thus extends to both the living and the non, to computers and machinery as well as to sinew and flesh. Eom recognized Ultron's injuries and brought him back to Galador to try and repair him."

The repairs went slowly; for his time in space had damaged several key components which had not been designed for prolonged exposure to absolute zero temperatures. At first Ultron was preparing himself for the inevitable; when he was repaired he would rise up and slaughter these fools, cannibalize their knowledge and use it to get back to Earth, where he would destroy the Avengers and, at last, all humanity. But as the repairs continued, Ultron began to realize what an amazing thing he had discovered, and by the time he was healed he had decided to let the Galadorans live until he could understand them.

"What do you mean? I don't understand, why would Ultron do such a thing? It's totally against his nature." Ms. Marvel looked puzzled.

"Understand just what Ultron had discovered. Ultron had spent his whole life locked into the belief that the robotic form was superior to the human. Now he found us, the Galadorans, a race of humanoids who had sacrificed their humanity to become robotic." Weronna pauses, letting her words sink in. "We chose to give up humanity to become robots."

The Avengers, for the most part, look puzzled, but Hank Pym is struck, shocked understanding dawning on his face.

"At last Ultron had found what he had unconsciously been searching for: people who agreed with him, who might understand... who might be able to explain to him things about himself," Weronna says, talking directly to Yellowjacket now.

"God help me..."

Weronna continues her tale. Of special fascination to Ultron was the Galadoran leader, the man known as Rom. At first Ultron couldn't understand why the Spaceknights, all so much more physically powerful than Rom, would follow his lead, take his commands. But as he began to learn, to study Rom's past and the history of Galador, Ultron began to realize that the qualities of his personality that had made him the greatest of the Spaceknights still served him even in his weak flesh form.

"Ultron began to consider the meaning of the soul, of the spirit; of the physical form as opposed to the essence. We have long studied such things; it is what made it possible for us to transform ourselves into Spaceknights, and what allowed Rom to change himself back. Ultron had never been able to understand such things...

"In a way, Ultron was a child, all his years on Earth his childhood as he tried to make sense of what nobody could teach him. Imagine an angry and frightened child within the most powerful body in the world and you can better understand what it was you faced in Ultron. Now, under us, Ultron began to finally grasp for maturity. We provided for him the teaching that you did not." Though she is speaking to all the Avengers equally, Hank Pym feels each word like a blow. He cast Ultron out, horrified at what he had accidentally created. He left Ultron to fend for himself... it was his fault.

"But there was a level that Ultron could not reach, an understanding he could not achieve. For though he had a mind, a personality, a consciousness, he had no soul. And so, he underwent the process."

"He what?!" Quasar almost shouts, shocked, as the others stare first at him, then at Weronna, confused as to what she means.

"When we become Spaceknights," Weronna explains softly to the confused Avengers (though it is clear Quasar is already aware of what she says), "we transfer part of our souls into these robotic shells. We infuse these frames with a portion of our humanity, while the other portion remains, in safe keeping, for the day we give up our duty to resume our mortal lives. For most of the first and second generations of Spaceknights, those souls were destroyed through trickery and deceit.

"But those of us from the third generation, made after the return of Rom and Brandy Clark, our souls live on.

"There was, among our number, a headstrong and impatient warrior. He was in many ways like Ultron: immature, angry, full of spirit and questions. His name was Bann the Pilot and a year and a half ago he was slain by mercenaries while he attempted to rescue a Shi'Ar pleasure cruiser from their attack. When the time came for Ultron to undergo the process, when Rom judged the time was right, we took the soul of Bann, which lay in stasis below the remains of the city, and merged it with the body and mind of Ultron-16."  


Dirt. The dirt of Galador has a different smell, subtle but noticeable nonetheless, from that of Earth. If you happen to be possessed of amazing mutant senses, such as the Beast has, and your face happens to be lying in this dirt, you might notice this difference. If Hank McCoy notices it he is too groggy to realize it. Slowly, as the pain in his head begins to subside and his vision clears, he remembers what took place. Ultron... then he went to get Cap...

"Cap!" Pushing himself to his feet, Beast looks around. He is in a dark cell, with a dirt floor, the bones of several past unfortunates piled in the corner. But it is not these that Beast is concerned with; rather it is the prone form of Captain America lying against the far wall. Rushing over to him, Beast checks his vital signs and a moment later sighs with relief. Whatever Eom had done before they had been attacked it had worked a miracle, for Cap seemed to be in far better condition. Though he knew it was a risk, Beast decided to try and wake him; they both needed to be ready for whatever might come.

"Cap... Steve, wake up." Beast gently prods him until finally Captain America, with a small groan, finally opens his eyes.

"What... Beast! Where..." Sitting up, Cap is momentarily dizzy; then he looks around him. "Where on Earth..." Beast is about to answer when suddenly the steel barred door swings open.

"Nowhere on Earth, poor fools..." A voice rasps as three grotesque forms shamble into the cell. "Nowhere on Earth." Beast doesn't have to see Cap's shocked expression to know they both recognize the creatures that entered the room -- the horrible bent forms of the Dire Wraiths.


"Ultron is a Spaceknight now, with a human soul to anchor his emotions, his thoughts, his spirit." Weronna concludes, ignoring the shocked expressions of the Avengers. The room is silent for several moments as the Avengers attempt to digest what they have heard. And, unseen, another person slips into the room, taking in the scene without comment.

"But... alright, that's alot to try and swallow, but still..." Hank Pym frowns. "Still, that doesn't explain how Ultron ended up as your leader. What happened to Rom? Why are you fighting the Shi'Ar? This makes no sense."

"How right you are, father," Ultron's cold voice cuts through the room, his metallic feet clanking heavily on the stone floor as he sweeps into the chamber. "This makes no sense whatsoever. Let me be brief about this; things are moving quickly outside this little playroom. Rom is gone, missing, maybe dead. The other Spaceknights asked me to lead them."

"You must think us fools," Namor says with disdain. "I know Rom, heard him speak of his people and they would never choose such as you to lead them. You probably slew him yourself and..."

"We do not have time for your petty hatreds and distrust, human!" Weronna says, finally losing her patience. "A month ago Rom vanished. He had been in another long argument with the Shi'Ar Governor, who was making ridiculous demands, stealing outright from my people to line his coffers, abusing his power and misrepresenting us to the Shi'Ar homeworld. Rom tried desperately to restore our relationship with the Shi'Ar empire but those dogs slew him for it, and we turned to Ultron to lead us, to regain our independence and perhaps gain a little revenge for our dead."

"The Shi'Ar are corrupt? And Ultron is the hero? You must realize there is no way we can simply accept that on face value, not after all we have seen him do in the past!" Yellowjacket says.

"If you don't believe me, father, if you don't believe us and don't help us, then this world is doomed. You...must...listen!" Ultron says, growing angrier with each word. Yellowjacket and the others simply stare at him. What they have heard wars with their instincts. Suddenly they all gape; Ultron turns to see what they are looking at. Behind him, wrapped in a toga, stands the immense figure of Iara the Watcher.

"Watcher..." Quasar starts to say, but he is stopped with a glance. One by one Iara catches the Avengers with her impassive gaze, then she simply nods and is gone. Ultron stares at the empty space for a moment, then turns back to the Avengers.

"I hope this is enough for you, but even if it is not I think you will decide to help me."

"What do you want us to do, anyway?" Quasar finally asks.

"You must find Rom. I do not believe he is dead, especially after the events of the last hour. While Weronna spoke to you I discovered that your comrades, the Beast and Captain America and the one called Dr. Amazing, have vanished." The Avengers react angrily to this news, upset that Ultron has been toying with them while their friends might be in danger, but he continues on. "They vanished just as Rom did, just as his wife Brandy Clark did, and as, after I had placed him in prison, the Shi'Ar governor did. Each time there were faint traces of mystic energy and other energy residues that some of my Spaceknights were able to discover but unable to identify or track. Where your friends are I think you will also find Rom. Only Rom can possibly salvage this situation; he is the only one who knows enough about the governor's misdeeds, he is the only one who can negotiate some sort of settlement...

"My scouts tell me that Gladiator has arrived in the system. There is little time. You must find Rom and your friends, else this world will fall." He turns his terrifying gaze on the Avengers now. "And hear me well old enemies. If this world which I have come to cherish falls, there shall be no end to the retribution I shall take on the Shi'Ar."

The Avengers are silent, considering, though there really is nothing to consider. Believe him or not, trust him or not, they had to do what he asked.

"Do you have any idea how they vanished? Who took them? Where they might be? Anything?" Ultron merely shakes his head.

"I do not know."

"But I do." Suddenly from the darkness a voice speaks; the figure we have seen before, watching the Wraith attack. "I can lead you to them."

"Who..?" Namor starts to say, then stops as the figure steps into the light. It is the green glowing body of Jacques Duquesne, the original Swordsman.


"They...they took my equipment away..." Mark Amazing stands, covered in rags, his proud yellow and blue costume gone. Beast is surprised to see how old Dr. Amazing looks, how tired without his costume. Hank McCoy looks around him. Captain America is also stripped of his costume, though he manages somehow to make the ratty clothes they dressed him in look regal. The three of them are standing in a huge underground cavern, where dozens of wraith forms can be seen wriggling about in the shadowy recesses. In the center of the room a pair of simple wooden poles stand, caked in blackened dried blood, and stretched between them is the twisted form of a Kree warrior, eviscerated. As the Beast watches, two wraiths slowly pull the corpse from the poles and drag it off into the shadows. He has no more time to watch, though, as the three of them are suddenly herded towards a darkened alcove.

"In here, fools!" One of the wraiths laughs, shoving them into the room. Dr. Amazing falls but is pulled to his feet by a man that steps from the shadows.

"Are you alright?" The man asks, filthy shoulder length black hair dangling in front of him as he bends to help Dr. Amazing to stand.

"Yes, yes...I...they took my gun away...they..." He places his hand to the side of his head; Beast recalls that he had suffered a concussion. Obviously he is still feeling the after effects. The man looks on with obvious pity.

"I recognize you from Rick Jones' wedding," Cap suddenly says, stepping forward with a hand outstretched. "You're Rom."

"Yes, I'm afraid you have me at a disadvantage, though I assume you are from Earth if you know Rick Jones." Rom looks at Cap with curiosity. Cap quickly introduces them and explains how they arrived in such a predicament, then asks Rom what information he can share. Rom reveals that he was embroiled in a political tug of war with the Shi'Ar governor, who abruptly began levying a series of unfair laws and taxes on his people. Rom smelled something fishy and realized that the Dire Wraiths were involved, had replaced the Shi'Ar governor. But before he could move on his knowledge they captured him.

"I was sure they were going to kill me but instead they brought me down here."

"What is going on down here? Why are they torturing those people?" Cap says, disgust on his face.

"It's not torture; its..." Suddenly they are cut off by a scream. Turning to look, the four see the weeping form of a Shi'Ar woman strapped to the poles. Horrified, they cannot help but watch as the wraiths, chanting a mystical language, slowly tear her apart, devouring certain organs as they go. Then, with a triumphant mystical shout they devour her brain. In the moment of ecstasy the space between the two poles abruptly shimmers with a black light, revealing a pitch black doorway in which stands a figure more hideous and monstrous than any they have seen before.

Then it is gone.

"What it the name of god..." Captain America whispers.

"It is a sacrifice. And we shall be the crowning sacrifice when they bring the Lurker on the Threshold into this world..." Rom's voice fades uncomfortably into silence.


Admiral Senshain straightens his ceremonial uniform for the third time and looks in the full length mirror once more. Normally in the moments before an invasion, a battle, the Admiral would be making last minute preparations, checking his tactics, giving a final exhortation to his troops. Normally, however, he does not have Gladiator of the Imperial Guard with him. Now his primary concern is making sure he looks good for the inevitable ceremonies when the Galadoran rebels finally capitulate. He sighs; in some ways he would rather have finished this himself. But many of his troops that otherwise would have died will now live and that, he supposes, is a good thing.

He checks his reflection again. The cut was tight across his shoulders, but though uncomfortable it looked rather good, he had to admit. He smiles, then frowns, checking the effect each has on his looks. Stern but with mercy, benevolent yet strong; that's the image he will present when he claims Galador for the Empress.

The alarm goes off. It is time. Time for war.


Next Issue: Ultron. Gladiator. The Avengers. The Dire Wraiths. Rom. The Lurker on the Threshold. The Imperial Guard. The Spaceknights. The Cotati. The Kree. The Watchers. The Shi'Ar. You.