Following a villainous altercation gone wrong, Fred Myers, a.k.a. Boomerang, sees an opportunity to get the law off his back for good by declaring himself a newly reformed superhero! But going straight isn’t easy when you still owe a debt to the Kingpin of crime himself, Wilson Fisk! Or when you just… don’t really want to.


Panel 1:

Wide shot. BOOMERANG, SANDMAN, ROCKET RACER, BIG WHEEL, and OVERDRIVE stand in the middle of Boomerang’s apartment, face-to-face — or rather, face-to-indicator-light — with the LIVING BRAIN, who has just entered through the window.


CAPTION: So this is bad.

CAPTION: How the heck did you get yourself into this mess anyway?

CAPTION: Oh, right.

Panel 2:

Two objects float in a featureless void. One, in the top left of the panel, is a vial of blue liquid. The other, closer to the bottom right, is one of Spider-Man’s web shooters, attached to a glove.

CAPTION: You made a promise that you would steal a vial of an experimental, DNA-resetting serum for the Kingpin. Except that didn’t really work out.

CAPTION: So you offered to sweeten the pot by throwing in a digitized copy of Otto Octavius’ brain.

Panel 3:

An issue of the Daily Bugle. The headline, above a picture of Boomerang, reads ‘WHAT GOES AROUND COMES AROUND!’

CAPTION: Problem is, you’d just publicly declared yourself a good guy.

Panel 4: 


CAPTION: Which meant you needed a cover story, and a team of fall guy do-gooders who were still just shady enough to believe you.

Panel 5:

Medium shot. BOOMERANG glances over at SANDMAN, who snarls off-panel. His fists are clenched and in sand form; he’s ready to fight.

CAPTION: And how’s this for a twist? Turns out that the whole time, you were just being tricked into bringing Ock back to life.

CAPTION: Which is the one thing you explicitly promised your very strong, very temperamental teammate you wouldn’t do.

Panel 6:

Close-up of the LIVING BRAIN (henceforth ‘OCK’). Doctor Octopus’ robotic tentacle apparatus is clasped around its chest.

CAPTION: Not that any of that really matters anymore, since now the Doc’s come back to clean up the mess he left behind.

CAPTION: But hey, we’ve all been there, right?


Panel 1:

Close-up of OCK.

DOC OCK: Whirr–click-ik– Hello, Boomerang.

DOC OCK: Thanks for the arms.

Panel 2:

Medium shot of BOOMERANG, still quite uncomfortable. He points off-panel at Ock. To his right, SANDMAN bulks up a fist even more and begins to charge.

CAPTION: No? Just me?

BOOMERANG: Now, hang on —


Panel 3:

All four of the robotic tentacles are seen whipping through the air in a blur of motion lines.


Panel 4:

Wide shot of the room. SANDMAN stops in his tracks as he sees that all four tentacles have wrapped themselves around his teammates’ necks.

DOC OCK: Whirr–clik-ick– Ah ah ahh. I wouldn’t do that if I were you.

DOC OCK: I’m not a licensed chiropractor.

Panel 5:

Medium shot of BOOMERANG, gripping the tentacle around his throat. OCK watches this dispassionately.

BOOMERANG: Since when do you make jokes?

DOC OCK: True. It would seem our friend Spider-Man has been a bad influence on me.1


Panel 1:

Two-shot of SANDMAN and BIG WHEEL. The latter tries to remain calm, having chosen not to fight his tentacle. Both look off-panel at Ock.

SANDMAN: Otto. C’mon.

BIG WHEEL: You don’t have to do this.

Panel 2:

Medium shot of OCK, to the left. At the right edge of the panel, BOOMERANG and ROCKET RACER are also in frame.

DOC OCK: Whirr–click-ik– I know I don’t.

DOC OCK: And while I’m certain you won’t believe me, I don’t want to.

DOC OCK: But you are in possession of something I need. And regrettably, I have nothing to offer you but your lives.


Panel 3:

Close-up of SANDMAN, in profile.

SANDMAN: You’re after the serum.

DOC OCK (OFF-PANEL): A gold star for Sandman.

Panel 4:

Two-shot of BOOMERANG and BIG WHEEL.

BIG WHEEL: That’s what all this has been about!? You’re going to, what, take away Spider-Man’s powers?


BIG WHEEL: No deal.

BOOMERANG: No deal! Is what I said.

Panel 5:

Close-up of OCK.

DOC OCK: Whirr–click-ik– No, Big Wheel. Nothing so cliche as that.


Panel 1:

Flashback to SANDMAN carrying the LIVING BRAIN out of the Parker Industries lab.

DOC OCK (OFF-PANEL): You see, this robot body was quite helpful in my efforts to manipulate you all…

Panel 2:

Flashback to BOOMERANG and SHOCKER digging up Ock’s grave as the LIVING BRAIN watches on.

DOC OCK (OFF-PANEL): But it is hardly a fitting vessel for a mind of my caliber.

DOC OCK (OFF-PANEL): I require flesh and blood.

Panel 3:

Wide shot, looking head-on at OCK in the center. He opens the panel on his chest to reveal the desiccated head of Otto Octavius’ corpse. ROCKET RACER wrinkles his nose in revulsion. BOOMERANG just sighs.

DOC OCK: My flesh and blood.



CAPTION: And here we go with the clones and ****.

Panel 4:

Close-up of OCK.

DOC OCK: The genes of my last body are warped. Mutilated by a lifetime of experimentation.

DOC OCK: But this serum can grant me a new, untainted body. One that is worthy of my new, untainted self.

Panel 5:

Two-shot of ROCKET RACER and BIG WHEEL. Big Wheel wrinkles his brow thoughtfully, pointing in Ock’s direction.

BIG WHEEL: Expand on that.

Panel 6:

Same framing. ROCKET RACER turns to BIG WHEEL in disbelief. BIG WHEEL looks back at him and shrugs, as if asking what else he’s supposed to do.


Panel 1:

Large panel. Wide shot of the whole room, with most everyone visible.

DOC OCK: Whirr–click-ick– This is not the first corporeal form I have taken since my death.

DOC OCK: Against all odds, I was given a second chance at life.

DOC OCK: A chance to shed the baggage that comes with the name ‘Otto Octavius.’ To become someone… superior.

DOC OCK: To my great surprise, I found that life suited me.

SANDMAN: So help me, if you say —

DOC OCK: I am not the man I used to be.

SANDMAN: G*******t.

DOC OCK: I do not wish to be that man again.

DOC OCK: Give me the serum, and you have my word I will use it for good.

Panel 2:

Two-shot of BOOMERANG and SANDMAN, with Boomerang in the foreground, still trying to free himself. SANDMAN continues scowling at Ock.

BOOMERANG: Well, I think I’ve heard all I need to hear. Flint, pay the man!

SANDMAN: Why should I ever believe a word you say?

CAPTION: Worth a shot.

Panel 3:

Medium shot of OCK, in a 3/4 view.

DOC OCK: Whirr–click-ik– I could give you reasons, all of which you would reject on principle.

DOC OCK: You will never believe me to be capable of change, just as you will never believe it of anyone in this room, including yourself.

Panel 4:

The same image continues into this panel, showing the other side of the room. Medium shot of SANDMAN, still holding his ground, albeit a bit shaken. Behind him, ROCKET RACER tries to speak before the tentacle around his throat tightens its grip.

DOC OCK (OFF-PANEL): I can see right through you, William. You fight for justice when it suits you. Occasionally indulge in a guilty conscience. But at your core, you will always be a criminal.

ROCKET RACER: That’s not —



DOC OCK (OFF-PANEL): To accept that someone else can truly reject the corrupted parts of themselves is to admit that your inability to do the same is your own fault.

DOC OCK (OFF-PANEL): Which it is.

SANDMAN: That’s rich coming from the man who’s currently choking my friends.

Panel 5:

Close-up of OCK.

DOC OCK: Whirr–clik-ick– I do not blame you, William. I have walked your path. I recognize its difficulties.

DOC OCK: You simply possess an inferior mind.



Panel 1:

Electricity surges through OCK’s body as the LIVING BRAIN convulses.

VOICE (OFF-PANEL): Well, I’ve walked that path too.


Panel 2:

OCK tips forward to the ground, revealing MACH-VII standing behind him out on the fire escape. His fist is outstretched, and his armor is heavily damaged, with his helmet visor smashed and one of his wings snapped completely off.


MACH-VII: And it’s starting to feel a little overcrowded.

Panel 3:

Wide shot of the room. OCK is on the floor and his tentacles have all fallen limply to the ground. OVERDRIVE and BIG WHEEL rub their necks. ROCKET RACER collapses, gasping for air. BOOMERANG catches his breath with his hands on his knees. MACH-VII gestures over his shoulder.

BOOMERANG: Damn, Abe. I can honestly say I have never liked you more than I do right now. And that’s only mostly because you just saved my life.

MACH-VII: Thanks, I think. But we have to move. That Electro-Bite won’t keep him down for long.

Panel 4:

Wide shot. BIG WHEEL puts one leg out the window and calls over his shoulder to SANDMAN, who is staring absentmindedly at the LIVING BRAIN.

BIG WHEEL: William, are you coming?

Panel 5:

Close-up of SANDMAN, still staring downward.


Panel 6:

Same close-up. SANDMAN snaps out of it.


SANDMAN: Huh? Yeah.



Panel 1:

Medium shot, out on the fire escape. OVERDRIVE and BIG WHEEL talk with MACH-VII, who holds his broken helmet under his arm. Behind them, SANDMAN flows out through the window. Mach-VII puts a hand on his chin and looks up into the distance.

OVERDRIVE: Okay, this has to be the part where we bring in the real good guys, right?


BIG WHEEL: I think what Overdrive means is, surely there’s someone you can call?

MACH-VII: Oh. Well… yeah. Obviously. It’s just…

Panel 2:

A posh mansion. EDWIN JARVIS, Tony Stark’s faithful butler, calmly picks up a red phone.

SOUND EFFECT: *Rrinng! Rrinng!*

JARVIS: You’ve reached the Avengers Mansion, Edwin Jarvis speaking.

MACH-VII (OFF-PANEL): Jarvis, it’s Abner Jenkins. MACH-VII.

JARVIS: I am sorry, Mr. Jenkins, but once again, we are not accepting applications at this time.

JARVIS: Your resume will remain on file. Thank you.

Panel 3:

Same framing. JARVIS hangs up the phone.

MACH-VII (OFF-PANEL): No, that’s not — !


Panel 4:

Same framing. JARVIS eyes the phone as it starts to ring again.

SOUND EFFECT: *Rrinng! Rrinng!*

Panel 5:

Same framing. With one motion, JARVIS barely lifts the receiver and drops it back into the cradle.



Panel 6:

Wide shot of the fire escape. BOOMERANG is the last one out the window.

MACH-VII: We may be on our own here.

MACH-VII: Unless we can get the authorities’ attention some other way.

ROCKET RACER: We’ve never had any problems drawing attention to ourselves, that’s for sure.

BOOMERANG: I don’t suppose I could sit this one out?


BOOMERANG: Just asking.


Panel 1:

BOOMERANG slides down the final few rungs of the fire escape ladder as the rest of the group moves towards Overdrive’s bizarre bucket Segway vehicle, parked at the curb.

OVERDRIVE: I’ll drive.

SANDMAN: No ****.

BIG WHEEL: What is this, Overdrive?

OVERDRIVE: Long story.

MACH-VII: Head for the impound lot on Pier 76. I’ve got an idea.

Panel 2:

Close-up. BOOMERANG looks back over his shoulder at his apartment window, from which a savage scream is heard.


BOOMERANG: Sounds like someone’s awake.

Panel 3:

Everyone loads into the vaguely bucket-shaped body of the vehicle. OVERDRIVE is in front at the wheel, with BIG WHEEL next to him. SANDMAN, BOOMERANG, and ROCKET RACER are behind them, with MACH-VII at the back.


MACH-VII: To what?

BIG WHEEL: We don’t even have seats!

Panel 4:

Same framing. In a flash of stars, seats instantly appear beneath everyone.


OVERDRIVE: Happy now?

Panel 5:

Wide shot. With a roar, the vehicle speeds away. Behind them, OCK leaps from the window down to the street.



Panel 1:

Extreme wide shot. The vehicle drifts around a corner.

SOUND EFFECT: *Screeeeeeeeeeeech!*

Panel 2:

Wide shot. As the vehicle rockets down the street towards the next block, a moving van begins to enter the intersection.

BOOMERANG: Um… Overdrive?

OVERDRIVE: I see it.

Panel 3:

Wide shot. The van grows closer, clearly not going to leave the intersection in time.

SANDMAN: Overdrive.

OVERDRIVE: I see it!

Panel 4:

Medium shot of the van driver, staring dumbfounded out his window at the oncoming vehicle. In his hand he limply holds the bagel he was just about to put into his mouth.


Panel 5:

Tall, skinny panel, side view. In a flash of stars, the suspension on the vehicle raises itself up to an absurd degree, lifting the chassis high into the air.

Panel 6:

Same size panel, side-by-side with the previous. In another flash of stars, the suspension returns to normal, pulling up the wheels, which just barely skim the top of the truck. Everyone inside, save OVERDRIVE, is visibly bracing themselves.

Panel 7:

Side-by-side with the other two panels. Having cleared the truck, the vehicle flies through the air on its way back down to the ground. BOOMERANG opens his eyes and looks back at the truck — which is now behind them — trying to process what just happened.

Panel 8: 

Wedged in beneath Panel 7, an extreme close-up of OVERDRIVE, as happy as he’s ever been.

CAPTION: This guy, right!?


Panel 1:

The vehicle, seen from head-on, lands heavily on the ground. Behind it, OCK vaults over the truck and pounces toward the group.


Panel 2:

OCK lands on the back of the vehicle, two tentacles maintaining a grip while two more are poised to strike.


DOC OCK: Whirr–clik-ick– GIVE ME BACK MY–

Panel 3:

Side view. OCK is launched backwards off the vehicle as ROCKET RACER hits him point blank with a wrist rocket.


Panel 4:

Close-up. SANDMAN hands the vial over to ROCKET RACER.

SANDMAN: All right, Bob. This time I mean it. You need to get this thing far away from here.

SANDMAN: When you lose him, come meet us at the lot.


Panel 5: 

SANDMAN turns back towards OVERDRIVE. Overdrive grins devilishly.

SANDMAN: Overdrive?

OVERDRIVE: Thought you’d never ask.

Panel 6:

Extreme close-up of Overdrive’s hand, shifting gears.

Panel 7:

Extreme close-up of Overdrive’s foot, slamming down on the gas.


Splash Panel:

A several-block radius of Manhattan, overhead view. As the various characters navigate the space, the different stages of this maneuver are all depicted simultaneously. Perhaps their ending positions are the most solidly drawn while the earlier positions grow increasingly transparent. I dunno.

The vehicle containing our heroes, which starts out heading north, drifts sharply around a right turn, sending up clouds of smoke in the process. It continues this drift all the way down the block, ending in another right turn, and then drifts even more to make another right turn, resulting in them south of their original position, heading west.

OCK is able to follow them around the first turn by latching onto a streetlight with one tentacle and using that as a pivot point, but he overshoots the subsequent turn and heads too far east.

ROCKET RACER jumps out during the southbound stretch of the turn and continues in that direction atop his rocket board.

Panel 2: 

Side view of the vehicle.

BIG WHEEL: Did we shake him?

Panel 3:

Same framing. As they continue down the street, a gap between two buildings shows that OCK is one block up from their location, moving parallel to them.

OVERDRIVE: There’s only so much I can do when the map is a grid, okay?!

MACH-VII: Why’s he still following us?


Panel 1:

Medium shot. BOOMERANG holds up the head of Ock’s corpse and smiles coyly. Everyone else in the vehicle reacts to this in about the way you would expect.

BOOMERANG: Oh. Probably because I took this.


BIG WHEEL: Good Lord!


OVERDRIVE: Why do you have that!?

Panel 2:

Three-shot of BOOMERANG, SANDMAN, and MACH-VII. Boomerang continues holding up the head.

BOOMERANG: Look, I made a promise to Flint: Ock stays dead.

BOOMERANG: For all we know, this is the last of his DNA.

SANDMAN: Doubtful.

BOOMERANG: Okay party pooper.

BOOMERANG: Point is, Ock needs this more than he needs that serum. And I can fly it somewhere where he’ll never find it.

Panel 3:

BOOMERANG puts his foot up on the seat, displaying his ankle monitor. He turns to MACH-VII in the back, who considers the whole situation gravely. SANDMAN scoffs aggressively.

BOOMERANG: But first you’ve gotta take this thing off me.

SANDMAN: You’ve got to be —

SANDMAN: I’m almost impressed, Fred. I mean, you’ve tried some ballsy gambits before…

BOOMERANG: I know how it sounds. But if Ock’s gonna track me anywhere I go, then we might as well give this to him now.

BOOMERANG: Which I am frankly becoming increasingly okay with, so by all means, say the word and I’ll toss it.

MACH-VII: You realize what you’re asking?


BOOMERANG: I’m asking you to drop this game of four-dimensional chess and trust me, so that I don’t go out there and die for nothing.

Panel 4:

Close-up of MACH-VII, thinking hard.

Panel 5:

MACH-VII reaches forward to detach the ankle monitor, much to SANDMAN’S (and BOOMERANG’S) surprise.


SANDMAN: Seriously!?

Panel 6:

Close-up of MACH-VII, a hint of a smile playing across his face.

MACH-VII: Go. Before I change my mind.

Panel 7:

Close-up of BOOMERANG. His smile is more than just hinted at.


Panel 1:

Wide shot. BOOMERANG takes off with his rocket boots and flies towards OCK, who turns his attention away from the vehicle.


BOOMERANG: Hey! Squid-for-brains!

Panel 2:

Over-OCK’S shoulder shot. BOOMERANG, hovering in the air, holds Otto’s head high above his own.

BOOMERANG: Looking for this?

Panel 3:

BOOMERANG takes off at high speed, with OCK in pursuit, as the vehicle continues on its way.

SOUND EFFECT: *Foooooooooommmm!!*

Panel 4:

Medium shot. MACH-VII, SANDMAN, and BIG WHEEL watch the pair recede into the distance. Mach-VII looks concerned, but Big Wheel puts a hand on his shoulder.

MACH-VII: What did I just do?

BIG WHEEL: You gave him a choice.

BIG WHEEL: Whatever he does now, it’ll be because he wants to.

Panel 5: 

Wide shot. The vehicle turns a corner.

SANDMAN: God help us.


Panel 1:

Wide shot. OCK pauses in his pursuit of Boomerang, swiveling his head back and forth to try and locate his missing prey.

Panel 2:

Same framing. BOOMERANG descends into frame behind OCK, holding the corpse’s head in his hand and contemplating it as if he were Hamlet.

BOOMERANG: You know, maybe it’s just me.

BOOMERANG: But I don’t know what it is you see in this guy.

Panel 3:

Wide shot of OCK and BOOMERANG, staring each other down. Ock holds himself high off the ground with two tentacles to match Boomerang’s hovering height.

DOC OCK: Whirr–click-ik– Boomerang.

DOC OCK: Don’t make me do something I’ll regret.

BOOMERANG: Like what? Beat me up? Yeah, that’d be real out of character for you…

INSERT: Extreme close-up of BOOMERANG.

BOOMERANG: Spider-Man.

Panel 4:

Extreme close-up of OCK.

DOC OCK: Whirr–click-ick–

DOC OCK: Whirr–clik-ik–

DOC OCK: Whirr–clik-ick–


Panel 5:

Medium shot of BOOMERANG, loving this.

BOOMERANG: Oh, shall we review the evidence? Fair enough.

BOOMERANG: Exhibit A: You’re an ***hole.

Panel 6:

Wide shot. BOOMERANG flies in circles around OCK, who pivots in place to keep an eye on him.

BOOMERANG: Exhibit B: Trapster saw you messing with brain-swapping tech the day you died.

BOOMERANG: Immediately after which, Spider-Man became an ***hole.

BOOMERANG: You said yourself that you lived in another body, became a ‘new man.’

BOOMERANG: For God’s sake, dude, we found you in a web-shooter.

BOOMERANG: I may not have your brain, but I can add two and two together.

Panel 7:

Medium shot of OCK.

DOC OCK: Whirr–clik-ik– If you’ve figured all this out, then you know I’m telling the truth.

DOC OCK: I am a better man than I used to be.

BOOMERANG (OFF-PANEL): Low bar to clear.

DOC OCK: I could say the same to you.


Panel 1:

Wide shot. BOOMERANG holds out his arms. In one hand is a black drawstring bag with the head inside.

BOOMERANG: Eh, when you’re right, you’re right. Let’s not waste any time pretending I’m in a position to throw stones here.

BOOMERANG: You really want this? What do I care?

Panel 2:

Close-up of BOOMERANG, suddenly deadly serious.

BOOMERANG: And you’re in luck, because unlike before, you do have something to trade.

BOOMERANG: Tell me who Spider-Man is, and it’s all yours.

Panel 3:

Close-up of OCK.

DOC OCK: Whirr–click-ik–


Panel 4:

Close-up of BOOMERANG.


Panel 5:

Wide shot. BOOMERANG tosses the bag to OCK, who snatches it out of the air.

BOOMERANG: Right answer.

Panel 6:

Same framing. OCK hastily stuffs the bag into his chest cavity.

BOOMERANG: But do one thing for me, will you? Leave the rest of them alone.

BOOMERANG: You owe me that much.

DOC OCK: What about my serum?

BOOMERANG: You’re smart. You’ll figure something out.

Panel 7:

Extreme wide shot as BOOMERANG flies away.

BOOMERANG: Besides, if there’s one thing I’ve learned this week, it’s that whether you’re evil or not…

BOOMERANG: Good guys are a pain in the ass.


Panel 1:

Wide shot. BOOMERANG soars through the skies, a mischievous grin on his face.

CAPTION: Holy ****.

CAPTION: Boomerang, you are one smooth operator.

Panel 2:

BOOMERANG taps his finger to his temple, and wave of pixellation flows over him, revealing both the MIRAGE COWL on his head and OCK’S HEAD in his hand.

CAPTION: I honestly can’t believe he bought that.

Panel 3:

Extreme wide shot. BOOMERANG, floating high above the riverbank, winds up as if he were standing on a pitcher’s mound.

CAPTION: The dirt on Spidey woulda been a nice bonus.

Panel 4:

Wide shot. BOOMERANG pitches the head as far as he can. It sails off into the distance, landing in the Hudson with a barely visible splash.

CAPTION: But I’ve never been the type to turn down a profitable loss.


Panel 1:

Wide shot. The group has arrived outside the impound lot. As SANDMAN follows MACH-VII and OVERDRIVE toward the gate, BIG WHEEL clambers down out of the vehicle.

BIG WHEEL: Listen, William, what Otto said back there —

SANDMAN: He’s right.

Panel 2:

Two-shot of SANDMAN and BIG WHEEL. Ahead of them, at the gate, MACH-VII and OVERDRIVE turn around.

BIG WHEEL: No, he’s not. That’s exactly what I was about to say.

SANDMAN: I’ve done awful things, Wheele. And I’ve done them recently.

SANDMAN: I call them setbacks, but… if I still have it in me to act that way after all this time…

SANDMAN: How can that not be who I really am?

MACH-VII: Are you hearing yourself?

Panel 3:

Three-shot of MACH-VII, SANDMAN, and BIG WHEEL as they enter the lot.

MACH-VII: Heroes can’t do bad things? Have you ever met an X-Man?

BIG WHEEL: Sarcasm aside, Abner is right.

BIG WHEEL: Being a former villain is not about erasing your past. It’s about recognizing that side of yourself, and never giving up, even when it gets the best of you.

BIG WHEEL: Nobody I know does a better job of that than you.

Panel 4:

Over-the-shoulder shot of OVERDRIVE, putting his hand on SANDMAN’S shoulder.

OVERDRIVE: They’re right, man. Look at me. I modeled my whole career after you!

SANDMAN: That’s… not a great idea.

OVERDRIVE: I don’t care what anyone else says.

OVERDRIVE: You’re my hero.

Panel 5:

Same framing. OVERDRIVE’S eyes widen as he sees something over SANDMAN’S shoulder and rushes toward it, all but pushing Sandman aside.

OVERDRIVE: Is that a ’77 Trans Am!?

Panel 6:

Wide shot. MACH-VII strolls further into the lot, followed by BIG WHEEL and SANDMAN. In the background, OVERDRIVE is reluctant to abandon the black muscle car, futilely gesturing at it. Mach-VII and Big Wheel look off panel at something looming overhead, the jaw of the latter dropping open.

MACH-VII: Hands off, Overdrive. All these cars are property of the NYPD.

OVERDRIVE: But… but… East bound and down!

OVERDRIVE: Loaded up!

OVERDRIVE: Truckin’!

MACH-VII: Don’t worry. I do still have a few strings I can pull…

MACH-VII: And there’s something here I thought you might like to see.

BIG WHEEL: Oh, no.


Splash Page:

Extreme wide shot. Standing in the middle of the impound lot, falling apart and covered in rust, is the unmistakeable fifteen-foot-tall shape of the BIG WHEEL itself. A comically large, eight-foot boot is clamped around it. OVERDRIVE runs to it and throws both fists up in the air in excitement.



Panel 1:

Wide shot. ROCKET RACER enters the scrapyard on his skateboard, dismounting mid-stride.

ROCKET RACER: Hey. Ock didn’t come after me. Everyone here okay?

MACH-VII: We’re all fine. Boomerang lured him off, but there’s been no sign of him since.

MACH-VII: Whatever that suggests.

BOOMERANG (OFF-PANEL): That’s the funny thing about boomerangs, Abe…

Panel 2:

Wide shot. BOOMERANG flies in from above and performs a three-point landing in the middle of the group. His rocket boots kick up a cloud of dust.

BOOMERANG: They always come back in the end.


OVERDRIVE: I mean… as long as you throw them right.


CAPTION: Still nailed it.

Panel 3:

Three-shot of OVERDRIVE, a very proud BOOMERANG, and SANDMAN.

SANDMAN: What happened?

BOOMERANG: Not to worry, Flint. Ock’s head is unsafe and unsound at the bottom of the Hudson.

OVERDRIVE: What about Ock?

BOOMERANG: Gave him the ol’ switcheroo. He thinks he’s got it. The moron.

Panel 4:

Three-shot of BIG WHEEL, ROCKET RACER, and BOOMERANG. Boomerang shrugs dismissively as he strolls away from the other two.

BIG WHEEL: That couldn’t fool him for long.

ROCKET RACER: What’d you use?

BOOMERANG: I’unno. Something I found in the car. Was in a bag. Vaguely head-shaped.

Panel 5:

Close-up of BOOMERANG in profile. He jumps at the thundering noise approaching from behind him.




BOOMERANG: What the — !?

CAPTION: That’s not a good sound.

Panel 6:

Extreme close-up of SANDMAN, staring up and to the right.


Panel 7:

Extreme close-up of MACH-VII, staring straight up.


Panel 8:

Extreme close-up of BIG WHEEL, staring up and to the left.



Splash Page:

Extreme wide shot of the group, seen from behind. Standing over the six of them is the form of what may or may not be Doc Ock. It possesses the body of the LIVING BRAIN — though it somehow appears much larger — as well as Ock’s mechanical tentacles. Sitting atop the robot’s shoulders, however, is a new head.

The head of ULTRON.

CAPTION: You know what? I was wrong.