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.

Fred and his ‘friends’ have learned that the seemingly innocuous item he was originally tasked with stealing is, in fact, a vial of an experimental serum. Any DNA exposed to this serum is immediately restored to its default state — in other words, it’s a cure for superpowers! But it can also be used to grow new bodies, which is why the (until) recently deceased Doc Ock — now occupying the robot body of the Living Brain — was so keen to get his tentacles on it. Luckily, Fred was able to ditch old eight-arms with a clever bait-and-switch.

Or so he thought…


Splash Page:

The Manhattan impound lot on Chelsea Pier 76. BOOMERANG, SANDMAN, a banged-up MACH-VII, OVERDRIVE, ROCKET RACER, and BIG WHEEL all gaze up at the unholy robotic abomination that looms over them.

It possesses the body of the LIVING BRAIN, held aloft several feet in the air by the MECHANICAL TENTACLES of Doctor Octopus. Perched upon its shoulders, however, is not the Living Brain’s head, but rather the head of ULTRON.

CAPTION: This guy, right?

CAPTION: Ultron.

CAPTION: When I took this job I thought I’d be breaking into a trailer.

CAPTION: And now I’m staring down ******* Ultron.

CAPTION: Or, wait. Is he still Doctor Octopus?

CAPTION: Because if he is, I’ve ‘This Guy Right’-ed him twice already.

CAPTION: And for that matter, is Living Brain in there anywhere?

CAPTION: Because I’ve done him before too.

CAPTION: Man, not that it matters, but I really thought I’d have run into a wider variety of people by this point.

At the bottom of the page is the issue’s title:



Panel 1:

Wide two-shot of BOOMERANG and SANDMAN, both of their heads still angled up.

SANDMAN: What did you do, Fred!?

BOOMERANG: Nothing on purpose! I gave him a bag that just happened to have an Ultron head inside.

BOOMERANG: Did I know it was in there? No. Would a warning have been nice? Absolutely.

BOOMERANG: But unlike you, I’m not pointing fingers, because I don’t think that’s a particularly helpful way to spend our last moments.

Panel 2:

Close-up of the mechanical amalgamation, henceforth known as OCKTRON. The interior of its cold, unmoving head glows with Kirby Krackle.

OCKTRON: Last moments?

OCKTRON: Why would I want to kill the man who has now given me life twice over?

Panel 3:

Medium shot of the group. BOOMERANG turns to the rest of them.

BOOMERANG: Okay, again, that makes it sound way more intentional than it actually was.

OVERDRIVE: Is that really better?

BOOMERANG: It’s a little better.

Panel 4:

Wide, high angle shot of OCKTRON glaring down at the group.

OCKTRON: The rest of you, on the other hand, will only stand in the way of my quest for perfection. You must be disposed of.

CAPTION: No. Please. Don’t.

BIG WHEEL: What happened to becoming a better man?


OCKTRON: I have transcended the need for such terms.

OCKTRON: I have become a superior being.

Panel 5:

Close, low-angle shot of the group (specifically ROCKET RACER) looking up at OCKTRON. Its head jitters slightly as a spark shoots from its neck.

OCKTRON: I am Ultrock-ock-ock-tron.

ROCKET RACER: Well, that’s interesting.

Panel 6:

Wide shot of the group. SANDMAN bulks up his fists and BOOMERANG draws two boomerangs from his back. OVERDRIVE, BIG WHEEL, and ROCKET RACER all start to run off-panel.

MACH-VII: Hey, fellas? How ’bout a little less conversation, a little more action, please?

CAPTION: So help me if those are his last words.

SANDMAN: Right. You three, run.

BOOMERANG: At least this’ll make for a cool gravestone.


Panel 1: 

Extreme wide shot. SANDMAN dives towards OCKTRON, only to explode into a cloud of sand as a tentacle rams into him. MACH-VII fires off a missile from his wrist, but another tentacle intercepts it, catching the blast.



Panel 2:

Close-up. BOOMERANG throws two boomerangs in quick succession.

Panel 3:

Wide shot. OCKTRON effortlessly deflects them, sending them clattering to the ground.



Panel 4:

Wide shot. With OCKTRON’S tentacles spread, BOOMERANG throws another, smaller boomerang directly into its center of mass. Ocktron is immediately wreathed in a ball of flame.


CAPTION: Shatterang.

CAPTION: Hell yeah.

Panel 5:

Wide shot. The smoke clears, revealing OCKTRON completely undamaged. SANDMAN reforms alongside BOOMERANG.


BOOMERANG: I’ve got two ‘rangs left.

SANDMAN: How many did you have to start with!?




Panel 1:

Splash panel. A shape stands in the middle of the impound lot: Twenty feet tall. Six feet wide. Shiny and chrome. We stare down the seemingly infinite barrels of its two gatling guns as sunlight gleams off its gold-plated waldo arms.

It’s the mother****ing BIG WHEEL.


Assembled inside the Big Wheel, in three different Voltron-style cockpits, are OVERDRIVE (at the helm), BIG WHEEL himself, and ROCKET RACER.

OVERDRIVE: Why don’t you pick on someone your own size, you eight-legged freak!?

Panel 2:

Extreme close-up of OVERDRIVE. His eyes widen.

OVERDRIVE: Eight-legged…


Panel 3:

Medium shot of the cockpits. OVERDRIVE turns around in his seat to address the other two.

OVERDRIVE: You guys. I JUST got it.

OVERDRIVE: Spider-Man. Eight legs. Doctor Octopus. Eight arms. 

Panel 4:

Wide shot of the Big Wheel’s exterior. OCKTRON charges at it.

OVERDRIVE (OFF-PANEL): I’ve been doing this for three years! How am I just figuring this out now?!

ROCKET RACER (OFF-PANEL): That’s great, bud. Maybe focus on the fight, though.

BIG WHEEL (OFF-PANEL): I never put it together either, actually.


Panel 1:

Extreme wide shot. OCKTRON digs into the ground with two tentacles and uses the other two to grapple with the Big Wheel’s waldo arms. In the foreground, BOOMERANG, SANDMAN, and MACH-VII run to a safe distance. Boomerang calls back over his shoulder.

BOOMERANG: Right, so, looks like you got this!

BOOMERANG: You’re doin’ great!

Panel 2:

Three-shot of BOOMERANG, SANDMAN, and MACH-VII, stopped at the gate of the impound lot.

BOOMERANG: Okay, they’re about to be a fine red mist.

SANDMAN: What’s our next move?

MACH-VII: The serum is still the most important thing. Who knows if Ock even wants it anymore, but if he does, we can’t let him have it.

Panel 3: 

Close-up of BOOMERANG. SANDMAN hands him the glowing blue vial.

BOOMERANG: Don’t have to tell me twice.

Panel 4:

BOOMERANG takes off into the air with his rocket boots…


Panel 5:

…Only to drop to the ground on his stomach a few dozen feet away.




CAPTION: Boot-sized fuel tanks.

CAPTION: Not the most practical.

Panel 6: 

Close-up of BOOMERANG, rolling onto his side. Two purple boots stand next to his head.

VOICE (OFF-PANEL): Aw, what’s the matter, Boomerang?

CAPTION: Oh, for the love of —

Panel 7:

Extreme low angle shot of BEETLE, as seen from Boomerang’s POV. She’s almost upside down in the frame.

BEETLE: Can’t get it up?

BOOMERANG (OFF-PANEL): Why must you be here?

Panel 8:

Wide two-shot. BEETLE actually does reach down to help BOOMERANG to his feet.

BEETLE: Unlike you, I keep my promises.

BEETLE: I called up Mr. Negative, and he agreed to let Overdrive walk, so long as he got what he was after.

BEETLE: And you are all super easy to follow.

BEETLE: Which means I’ll be taking that brain now.


Panel 1:

Extreme wide shot. In the background, the BIG WHEEL and OCKTRON continue their wrestling match. The Big Wheel fires one of its gatling guns into Ocktron almost point-blank, but the bullets bounce harmlessly off.

In the foreground, SANDMAN, BOOMERANG, and BEETLE turn their attention to this fight. Sandman gestures at it with his thumb.

SANDMAN: You’re welcome to try.

BEETLE: Is that… Ultron?

BOOMERANG: It’s at least one-third Ultron, yeah.

SOUND EFFECT (IN THE DISTANCE): *Dakkadakkadakkadakka*

BEETLE: And tell me that’s not Overdrive in the Big Wheel.

SANDMAN: He escaped on his own.

BOOMERANG: Turns out he’s better at this than we thought.


BEETLE: That does make me feel a little better about forfeiting my cut.

Panel 2:

Close-up of BEETLE.

BEETLE: Hopefully that serum you mentioned is a nice consolation prize.

Panel 3:

Wide shot. MACH-VII steps forward, getting up in BEETLE’S face in an unsuccessful attempt to intimidate her. She playfully boops his nose.

MACH-VII: That’ll be staying with us.

BEETLE: Oh, wow, Abner Jenkins!

BEETLE: Gosh, it’s so nice to finally meet you.

BEETLE: I’m your replacement.

MACH-VII: Who made you that armor?

BEETLE: Aww. You’re a little late to be jealous, bud.

BEETLE: That window closed when you dropped the name.

Panel 4:

Medium shot of BEETLE, opening her wings.

BEETLE: But if you must ask, it turns out that supervillainy, as with most things in life…


BEETLE: …is all in who you know.

Panel 5:

BEETLE attempts to fly at MACH-VII, who grabs her and uses her momentum to slam her into the ground. BOOMERANG and SANDMAN take off. As they do, Boomerang tosses the vial of serum back to Sandman.


MACH-VII: Go! Now!

CAPTION: Don’t have to tell me…

CAPTION: …thrice, I guess.


Panel 1:

Medium two-shot. BOOMERANG and SANDMAN have made it out of the impound lot and stop at the edge of the street. Boomerang looks back at the fight between BEETLE and MACH-VII. SANDMAN inserts the vial back into his sand mass, the blue glow shining faintly through his chest.

BOOMERANG: Oof, Abe’s really getting his ass handed to him.

BOOMERANG: Are you sure we can’t stay and watch?

Panel 2:

Same framing. A yellow robotic arm comes from offscreen, embedding itself into SANDMAN’S torso. He convulses.



VOICE (OFF-PANEL): Thank you, Mr. Marko.

Panel 3:

Medium shot. The KINGPIN (still ‘piloting’ his Zola robot) pulls his arm free of SANDMAN and holds up the vial. Sandman is doubled over in pain. BOOMERANG crouches, ready to fight, but is clearly just exasperated.

KINGPIN: I’ve been looking all over for this.

KINGPIN: And your friend here was certainly of no help.


BOOMERANG: What is there, a convention nearby or something?

Panel 4:

Wide shot. The KINGPIN gestures at the large convention center on the other side of the street.

KINGPIN: Yes, actually.

CAPTION: Oh yeah, the Javits.

CAPTION: That’s actually not a bad joke, coming from him.

Panel 5:

Medium shot. SANDMAN has regained his composure, and throws a massive haymaker in Kingpin’s direction.


Panel 6:

Close-up two-shot. SANDMAN’S sandy fist is effortlessly stopped by the large concrete hand of ABSORBING MAN, who has stepped in to protect his employer.





Panel 1:

Wide shot. In the foreground, ABSORBING MAN delivers a powerful body blow to SANDMAN, turning him into a sand cloud for the second time in this issue. BOOMERANG recoils. Behind them, KINGPIN begins to saunter across the street.


KINGPIN: Be seeing you, Mr. Myers.

Panel 2:

BOOMERANG moves to follow Kingpin, but a taxi zooms across his path at high speed, forcing him to take a step back. Behind Boomerang, ABSORBING MAN looms, reaching out to grab him.

KINGPIN (OFF-PANEL): Or perhaps not.


CAPTION: Ugh. Friggin’ West Side Highway.

Panel 3:

High-angle shot of BOOMERANG, now turned around. He suddenly seems very small when viewed from over ABSORBING MAN’S shoulder.

ABSORBING MAN: I want you to know this still isn’t personal.

ABSORBING MAN: But very rarely does it take me more than two tries to kill someone.

ABSORBING MAN: So I am a little annoyed.

BOOMERANG: That’s fair.

Panel 4:

Reverse shot, with BOOMERANG seen from behind. As ABSORBING MAN raises his fist, SANDMAN rushes in and tackles him out of frame. Boomerang takes this all in, hands on his hips, almost amused.



CAPTION: It’s official. Somebody down there likes me.

Panel 5:

Wide shot of SANDMAN and ABSORBING MAN boxing on the sidewalk. Both get good blows in, but Sandman’s fists burst apart upon contact with Absorbing Man’s skin, and Absorbing Man’s fists sink into Sandman’s body.


Panel 1:

Medium shot. SANDMAN ‘wraps’ himself all the way around ABSORBING MAN’S head and upper body. Absorbing Man’s hands claw at the sand as he staggers backwards.

Panel 2:

Same framing. SANDMAN ‘melts’ off. ABSORBING MAN, squinting, wipes his face and spits out loose sand.


Panel 3:

Same framing. ABSORBING MAN’S face falls as his vision clears and he sees what’s in front of him.


Panel 4:

A truck SLAMS into Absorbing Man, quickly whisking him away on its grille.



CAPTION: Like I was saying…

CAPTION: Good old West Side Highway.

Panel 5:

Wide shot. SANDMAN begins to reform, though he remains a pile of sand below the waist. He glares angrily at BOOMERANG, who shrugs weakly, an ‘ain’t I a stinker?’ look on his face.

BOOMERANG: Way to go, pal!


BOOMERANG: Surprise!

Panel 6:

Same framing. SANDMAN roughly shoves BOOMERANG into the road as they both head towards the Javits Center. A car stops short in front of them, clearly not about to play chicken with Sandman. Boomerang flinches. Sandman doesn’t.

SANDMAN: I swear to God, if you don’t die today, I’m gonna kill you.

SOUND EFFECT: *Skkrrrt!*

BOOMERANG: Look, it’s fine! The guy just ran into a whole building full of witnesses. All we have to do go in there and ask them where the eight-foot tall robot…


Panel 1:

Small panel. Extreme close-up of BOOMERANG, his jaw dropping.


Panel 2:

Splash Panel. The show floor of the Javits Center is bustling with activity. People criss-cross the space in every conceivable direction; folding tables line the walls and create artificial aisles. Only one thing is strange about the people filling this convention center…

They’re all dressed like villains.

The place is packed to the gills with homemade Doctor Dooms and Mystiques, Stilt-Men and Enchantresses, Lokis of all genders, Magnetos, Rhinos, and Elektras. There are a few Kingpins and Ultrons visible too, as well as, yes, Arnim Zolas.

The banners hanging from the ceiling read: VILLAIN CON 2018


BOOMERANG: He was not joking.

CAPTION: Which in hindsight, makes a lot more sense.

Panel 3:

Two-shot of BOOMERANG and SANDMAN, staring straight out into the convention space. Boomerang turns to Sandman, but Sandman is completely deadpan.

BOOMERANG: It’s okay, Flint, don’t panic. We can still salvage this.

SANDMAN: I’m not panicking.

Panel 4:

Same framing. BOOMERANG turns his head back to look straight out again.

BOOMERANG: Right. Good. Me neither.


Panel 1:

Extreme wide shot. The BIG WHEEL continues its push-and-pull fight with OCKTRON. Another spark shoots from Ocktron’s neck.

OCKTRON: Your resistance is meaningless.

OCKTRON: I will not be defeated by the l-ock-ock-s of you.

Panel 2:

(Relative) close-up. The Big Wheel spins rapidly, kicking up a huge cloud of dust, but nonetheless, it is slowly but surely being pushed backwards. It inches ever closer to the hood of the Trans Am that Overdrive noticed earlier, threatening to crush it.

OVERDRIVE (OFF-PANEL): No no no no nooo!!

Panel 3:

Wide shot. Back to BEETLE and MACH-VII. Beetle springs up off the ground with her hands, driving her feet into Mach-VII’S crossed arms. He skids backwards slightly.


MACH-VII: You don’t deserve to wear that suit.

Panel 4:

Medium shot. BEETLE and MACH-VII fire Electro-bites at one another, causing both to deflect harmlessly away.

BEETLE: Really? I think it fits me perfectly.

Panel 5:

Wide shot. BEETLE jumps up and, using her wings for extra height, lands a roundhouse kick to MACH-VII’S exposed head. He falls to the ground.


Panel 6:

Wide shot. BEETLE stands over the downed MACH-VII.

BEETLE: You’re the one whose head got too big for the helmet.


Panel 1:

Medium shot. SANDMAN and BOOMERANG intently scan the show floor. A FAN dressed as Doctor Doom strolls casually past them, making a remark to Boomerang.

BOOMERANG: Any sign of him?

SANDMAN: Not yet.

DOOM COSPLAYER: Why would you cosplay that outfit? The purple one’s way more iconic.

Panel 2:

Close-up. BOOMERANG calls after the fan, pointing at his forehead with both index fingers.

BOOMERANG: The purple one had an entire boomerang on the forehead!

Panel 3:

BOOMERANG sidles back over to SANDMAN, gesturing in the fan’s direction with his thumb. Sandman points across the room.

BOOMERANG: This guy, right?


Panel 4:

Medium shot. We see the elevator doors slowly closing on the image of KINGPIN and his Zola bot.

Panel 5:

Extreme close-up of the floor indicator above the elevator. It’s rising to the highest possible level.

SANDMAN (OFF-PANEL): He’s going to the roof.

Panel 6:

Two-shot of BOOMERANG and SANDMAN moving through the crowd.

BOOMERANG: We may only get one shot at this.

BOOMERANG: Do you trust me?

SANDMAN: To do the right thing? No.

SANDMAN: To come up with a plan? I think I do, actually.

CAPTION: I’ll take it.

Panel 7:

Close-up of a FEMALE FAN dressed as Madame Hydra. She screams out towards the fourth wall with a hand cupped around her mouth, and points behind her at BOOMERANG and SANDMAN, the latter of whom nervously turns around.

MADAME HYDRA COSPLAYER: Oh my God! It’s Sandman!

Panel 8:

Wide shot. BOOMERANG is pushed out of the way as a cluster of people quickly forms around SANDMAN.

CONVENTION GOERS: Wow! Is it really you?

CONVENTION GOERS: I’m your biggest fan!

CONVENTION GOERS: Will you sign my poster?

CONVENTION GOERS: Will you sign my shrapnel?

Panel 9:

Medium shot of SANDMAN, trying to avoid the clasping arms coming at him from all sides.


SANDMAN: Yes, thank you, that’s very nice…

SANDMAN: You know I’m not a villain anymore, right?


Panel 1:

Wide shot. The crowd around SANDMAN turn their heads as a voice calls out.


Panel 2:

Medium shot. BOOMERANG stands on a chair addressing the crowd. His arms are held open wide and he smiles cockily.

BOOMERANG: Boomerang’s here too!

Panel 3:

Same framing as Panel 1.


Panel 4:

Close-up of BOOMERANG, scowling.

Panel 5:

A FEMALE FAN dressed as Black Cat jumps excitedly up and down, holding up a fistful of sand.


Panel 6:

Same framing. BOOMERANG shoves the FAN, causing her to open her fist. The sand spills on the floor.

BOOMERANG: Out of the way.


Panel 7:

Wide shot. BOOMERANG pushes through the crowd, grabs SANDMAN by the arm, and drags him away. Sandman assumes his partial sand form to help weave between the people.

Panel 8:

Medium shot. SANDMAN and BOOMERANG are in an elevator, their backs to us. Sandman works to keep his clamoring FANBASE out as the doors close. Boomerang repeatedly presses the ‘Close Doors’ button.

CONVENTION GOERS: Sandman! Sandman! Sandman!

SOUND EFFECT: *Tk-tk-tk-tk-tk*



Panel 1:

BOOMERANG and SANDMAN stand silently in the elevator. Boomerang’s arms are crossed, more than a hint of a frown playing along his face. Sandman leans on the railing that runs along the elevator walls, his head hanging low. He looks exhausted.

Panel 2:

Same framing.

BOOMERANG: Lot of good that face turn did you, eh?

SANDMAN: Not today, Fred.

Panel 3:

Same framing. The elevator stops.


Panel 4:

Same framing. A lone CONVENTION ATTENDEE enters the elevator. He has some large cardboard construction on his head.

Panel 5:

Same framing. The ATTENDEE settles in between BOOMERANG and SANDMAN and turns to face us, revealing he is dressed as MODOK. His actual body is clad in a black bodysuit, and tiny papier-mâché arms and legs hang off the cardboard box around his head. He reaches out to press the button for his floor, glancing uneasily at Boomerang.


Panel 6:

Same framing. All three continue the ride up in silence. The MODOK COSPLAYER turns his uneasy gaze to SANDMAN.


Panel 1:

Extreme wide shot of the Big Wheel and OCKTRON, still fighting. Two INSERTS on either side of the panel show the faces of OVERDRIVE and ROCKET RACER.

OVERDRIVE: I’m gonna be honest… This isn’t going great, guys.

ROCKET RACER: What if you plug me in?


ROCKET RACER: I’m sitting over here with a friggin’ rocket-powered skateboard. Plug me in, man!

OVERDRIVE: I don’t know if I can do that.

ROCKET RACER: Well, let’s find out!

OVERDRIVE: Guess it’s worth a shot.

Panel 2:

Close-up. In a shimmer of stars, a huge jet engine appears on the back of the Big Wheel.

Panel 3:

Same framing. The jet engine starts to glow as it warms up.

SOUND EFFECT: *Whiiiiiiiiinnne*

Panel 4:

Same framing. A spout of flame pours from the jet as it kicks into gear.


Panel 5:

Wide shot. The Big Wheel lurches forward at extreme speed, effectively body-slamming OCKTRON.



Panel 6:

Extreme wide shot. OCKTRON is hurled across the lot, landing roughly in a pile of cars.



Panel 1:

Medium shot of OCKTRON, lifting itself up off the ground.


Panel 2:

Vague reverse shot of Panel 1, zoomed out. OCKTRON sees a car flying through the air, about to land on top of it.


Panel 3:

Wide shot, just inside the lot’s entrance. BEETLE has MACH-VII pinned to the ground and is trying to choke him out with her forearm.


BEETLE: You’re pathetic. You used to be someone! You led the Sinister Syndicate!

BEETLE: And you threw it all away. For what?

BEETLE: The chance to be a… G-list Avenger?

MACH-VII: They won’t return my calls, actually.

Panel 4:

Extreme low-angle shot, close beside MACH-VII’s head, looking up at BEETLE. Mach-VII twists his wrist to reveal a small touch panel flashing red.

SOUND EFFECT: *beep beep!* *beep beep!*

MACH-VII: But my girlfriend will.

Panel 5:

Wide shot. SONGBIRD flies in on a pair of solid-sound wings and hits BEETLE dead on with a sonic scream. Beetle tumbles off of MACH-VII and collides with the fence.


Panel 6:

Wide shot. SONGBIRD and MACH-VII, seen from behind, stand triumphantly over BEETLE. They fist bump without even looking at one another.

MACH-VII: Like you said…

MACH-VII: It’s all in who you know.

SONGBIRD: I assume that was a witty rephrasing of something she said earlier?

MACH-VII: It was.

SONGBIRD: Cool. Good job.

MACH-VII: Thanks, babe.


Panel 1:

Medium shot of BOOMERANG as he bursts through an access door onto the roof of the convention center.


Panel 2:

Extreme wide shot. KINGPIN stands near the center of the roof. A helicopter hovers above him, a rope ladder dangling down. BOOMERANG stands in the foreground with his back to us.

SOUND EFFECT: *Whuppawhuppawhuppawhuppa…*

KINGPIN: I will say this for you, Mr. Myers. You are certainly tenacious.

BOOMERANG: Look. Wilson. Can I call you Wilson?

KINGPIN: Under no circumstances.

BOOMERANG: Great. Willie, before you do anything else… hear me out, will ya?

Panel 3:

Medium shot of BOOMERANG. He holds up his hands.

BOOMERANG: I know I messed up your job. Big time. And believe it or not, I accept the blame for that.

Panel 4:

Wide reverse shot. Behind KINGPIN, a SAND ARM starts to emerge from an HVAC vent.

BOOMERANG: But I’m not going to stand here and ignore the fact that, on multiple occasions, you have tried to not only murder me, but assassinate me.

KINGPIN: Your point?

Panel 5:

Close-up. The SAND ARM delicately begins extracting the vial from Kingpin’s robotic grip.


BOOMERANG (OFF-PANEL): Bygones, man!

BOOMERANG (OFF-PANEL): We’re all on the same team here.

Panel 6:

Medium shot of BOOMERANG. He still has his hands up, but one finger twitches in an ‘over there’ gesture.

BOOMERANG: Which is why we’ve got to look out for one another.

BOOMERANG: Put all that bad stuff behind us.

Panel 7:

Wide shot. KINGPIN spins around, pulling the vial away from the SAND ARM, and shoots it with a bolt of electricity from the Zola body’s ESP Box. The arm turns immediately to glass.


Panel 8:

Similar framing. KINGPIN returns his attention to BOOMERANG, allowing us a better view of the solid glass arm now frozen in place behind him.

KINGPIN: Perhaps you hoped to win my favor by doing that.

KINGPIN: That was unwise.


BOOMERANG: Yes and no.


Panel 1:

Medium shot. A now one-armed SANDMAN emerges from behind a duct and charges at KINGPIN with all his might.


Panel 2:

Wide shot. BOOMERANG hurls a boomerang towards KINGPIN, but it misses him completely as SANDMAN tackles the robot to the ground.


The vial bounces out of Kingpin’s hand and rolls along the roof.

SOUND EFFECT: *tink tink*

Panel 3:

Extreme close-up. KINGPIN fires blindly with the ESP box.


Panel 4:

Wide shot. SANDMAN tries to glide away from KINGPIN on a sand flow, but is struck by a bolt. Due to the way that he stretched to evade it, he is turned to glass from the waist down. Clamped onto the very edge of the roof, he and his one arm are suspended helplessly above the streets below.


SANDMAN: ****!


Panel 5:

Wide shot. KINGPIN strides calmly toward BOOMERANG, who stands his ground. In the background, a white boomerang can be seen making its way back around towards the robot body.

KINGPIN: That was strike three, Frederick.

BOOMERANG: It sure was.

CAPTION: Lotsa different wind patterns up here.

Panel 6:

Same framing. KINGPIN draws closer to BOOMERANG, just as the boomerang draws closer to him.

BOOMERANG: But you’re forgetting one thing.

CAPTION: Hope I got this right.

Panel 7:

Close-up of BOOMERANG, a devilish grin on his face.

BOOMERANG: I’m the pitcher.

Panel 8:

Extreme close-up. Kingpin’s hand effortlessly catches the boomerang that was about to hit him.


Panel 9:

Medium shot of the KINGPIN, still holding the boomerang up beside his head (er… his ESP Box).

KINGPIN: Did you really —


Panel 1:

Splash Panel. The boomerang EXPLODES in a tremendous fireball, tossing KINGPIN aside like a rag doll and sending the helicopter above him careening out of control. SANDMAN covers his face with his arm. BOOMERANG is similarly knocked to the ground.


CAPTION: Shatterang.

CAPTION: Hell yeah.

Panel 2:

Wide shot. Back at the impound lot, the Big Wheel has OCKTRON down but not out. The robotic entity is at a vague disadvantage, but continues to claw at the wheel with its tentacles. It’s all the Big Wheel’s occupants can do not to be completely overpowered yet again.

OVERDRIVE (OFF-PANEL): This is no use. I’m givin’ her all she’s got!

Panel 3:

Medium shot of the tri-cockpit. OVERDRIVE struggles with the controls. ROCKET RACER turns to BIG WHEEL.

ROCKET RACER: Jackson. Do you think you can talk to him?


OVERDRIVE: Hey, pops, we both did something! Pull your weight!

ROCKET RACER: No, I’m serious.

Panel 4:

Dual close-up of ROCKET RACER and BIG WHEEL.

ROCKET RACER: This is what you do. It’s why you’re here.

ROCKET RACER: If anyone can get through to him, it’s you.

BIG WHEEL: I can… certainly try.


Panel 1:

Medium shot. BIG WHEEL nervously leans over to the microphone coming out of the control panel and holds down the button.


Panel 2:

Extreme close-up of OCKTRON, expressionless as ever.

BIG WHEEL (OFF-PANEL): Otto, I know you’re in there, and I need you to listen to me.

BIG WHEEL (OFF-PANEL): This isn’t you.

Panel 3:

Extreme wide shot. The strength contest between the two machines continues. Two INSERTS on either side offer close-ups of both BIG WHEEL and OCKTRON itself.

BIG WHEEL: You are a lot of things, Otto Octavius, but you have never been a killing machine.

BIG WHEEL: You tried to remind us of that before, and we didn’t listen, and I’m sorry.

BIG WHEEL: But I believe you now.

BIG WHEEL: I believe that you wanted to change. And I know that this — being trapped inside a genocidal machine — would be utterly abhorrent to you.

BIG WHEEL: So if you can hear me, I need you to help us. I need you to fight.

BIG WHEEL: Prove to us that we were wrong to doubt you.

BIG WHEEL: Prove to that robot that you are the truly superior being!

Panel 4:

Wide shot. The Big Wheel gains some ground as OCKTRON’S tentacles begin to retract. Sparks fly from Ocktron’s neck.


BIG WHEEL (OFF-PANEL): That’s it, Otto. Fight.

Panel 5:

Medium shot of OCKTRON, lowering down to the ground as its tentacles contract fully. Sparks shoot out of almost every joint now.



OCKTRON: This cannot be. This is impock-ock-ock-ock…


Panel 1:

On the roof of the Javits, KINGPIN gets up off the ground. He, like Ocktron, is in bad shape, sparking and glitching. The viewscreen on the chest hisses with static.

KINGPIN: It has be-n too long s-nce I got my hands dirty.

KINGPIN: I su-pose I owe y-u thanks f-r that m-ch.

KINGPIN: G–dbye, Mr. Myers.

Panel 2:

Close-up of what is no longer Ocktron, but once again DOC OCK. He looks up at the Big Wheel.

DOC OCK: Whirr–click-ick– 

DOC OCK: Do it.

Panel 3:

Wide shot. In a burst of nanite stars, one of the Big Wheel’s waldo arms becomes a sword, and slices the Ultron head from the LIVING BRAIN’S body (taking most of the Living Brain’s shoulders with it). Energy wells up from within the robotic being…

SOUND EFFECT: *Shhhnnng!*

Panel 4:

Extreme wide shot. Back on the roof, an explosion across the street catches KINGPIN’S attention for just an instant. BOOMERANG takes advantage of this, diving towards the vial at the edge of the roof and expertly throwing it to SANDMAN.

SOUND EFFECT: *Boooooom!*

Panel 5:

Similar framing, perhaps a slight change of angle. KINGPIN fires a bolt at BOOMERANG from the ESP Box, landing a direct hit and sending him over the edge.




Panel 6:

KINGPIN pivots to SANDMAN, and the vial’s new location. Sandman, of course, has nowhere to go.


KINGPIN: Fred-rick lived a fool, an- he died a fool.

KINGPIN: It appears the cho-ce now fa-ls to y-u, Mr. M-rko.


Panel 1:

Close-up. SANDMAN’S eyes dart to the vial in his fist, glowing a brilliant bright blue. From this angle, we can see how high up he really is.

KINGPIN (OFF-PANEL): Y-u can give me th-t vial…

Panel 2:

Close-up. Kingpin places one of his (Zola) feet on Sandman’s glass stump.

KINGPIN (OFF-PANEL): Or I c-n smash -t out -f you.

Panel 3:

Same framing as Panel 1. SANDMAN glances down at the street far below.

Panel 4:

Same framing again. SANDMAN turns back to KINGPIN, whose shoulder can now be seen in the foreground. He pops the cork from the vial with his thumb.

SANDMAN: I choose option three.

Panel 5:

Same framing. In a single motion, SANDMAN brings the vial to his lips and drinks it.


Panel 6:

Close-up of the viewscreen on which KINGPIN is displayed. Its own electric glow can hardly compete with the blue light now shining up from below him. He screams in pure rage.


Panel 7:

Large panel, taking up at least the bottom 1/3 of the page. Top-down view. As KINGPIN leans over the ledge after him, SANDMAN — now returned fully to human form — plummets to earth.