The Top 100 What If Countdown: Part 20

November 12th, 2006 by | Tags: , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,

Well, it’s been four months of lead-up. When the first part of the countdown came out, Lynxara asked about why I’d do a top 100 list for a series of books that only have 175 issues. Especially when I count two-parters as one entry. Truth be told, this isn’t like ranking the best issues of Nightwing or Mighty Thor. Most comic series have cohesion and you usually have an idea of what to expect in each issue. Writers, artists and story remain the same for months and sometimes years at a time.

What If, on the other hand, is different. What If is the ultimate comic book box of chocolates. Writers, artists, stories, ideas and tones change from issue to issue. Many stories are good. Many are bad. But almost every one of them is interesting in its own way. I could have easily have done a top 20 or top 50 list and be done long ago, but there’s too much fun we’d be missing out on. No jive-talking Incredible Hulk, or Matt Murdock crying over Wilson Fisk’s death bed, or Kraven the Hunter eating Peter Parker’s face.

Now let’s get in our Quinjet and take us down to #1.


Issue: Volume 2, #63
Writer: Dan Slott
Artist: Manny Galan
Spider-Man death: No
Background: The Living Laser (Arthur Parks) is a C-list supervillain who used to just be a disgruntled scientist with laser guns on his wrists. Over time, complications caused him to lose his human form and mutate into a being of pure light. His powers over light are much like that of DC’s Dr. Light. One day he busted into Stark Enterprises so he could destroy Tony Stark. Instead he found Jim Rhodes, telling him that Stark was dead (which Rhodes believed) and that Iron Man had been fired. He gave Laser a high-paying job offer, which Laser accepted. While Laser was giving some real consideration to going back to his old love of science, Rhodes put on a new Iron Man suit and without second thought went after Tony’s old nemesis. Living Laser felt betrayed and attacked Iron Man until Rhodes used a device to have the Living Laser transmitted light-years away. Rhodes felt like crap for what he did and felt even worse later in the day when he discovered that Tony Stark was alive, though physically ill. Rhodes was pretty pissed.

But let’s backtrack. As Iron Man (from now on referred to as War Machine, just to make it less confusing), Rhodes has second thoughts and tells his men to turn off the transmitter. A timid Living Laser asks War Machine about what he’s going to do to him, to which War Machine offers his hand with the promise that he can go punch in his time card as long as he keeps his nose clean. Laser shakes his hand.

The two wander around the various labs together. Laser is overly anxious about getting back to science. War Machine tells him that at the moment, he’s going to have to wait for them to take care of some security measures. Laser says he understands, then gets distracted by an omni-pulse generator, which he hasn’t seen for years. He joyfully fiddles around with it and amazes the other workers by optimizing output by ten. War Machine isn’t impressed and threatens Laser against doing a stunt like that again.

In the med lab where Stark is kept, the scientists freak out over the brief power outage caused from Living Laser’s stunt. They call War Machine for information and to call him in to see something top secret (Tony being alive). War Machine says that the outage has been taken care of, but that he can’t see the top secret thing because of certain security risks. Living Laser overhears that last part and feels a bit insulted. He continues his work at Stark Enterprises, but he doesn’t exactly enjoy it. Everybody’s always whispering behind his back and nobody ever gets too close to him. Other than wary security forces, that is. He tries to pretend that he doesn’t care, especially with how easily he can kill them all, but he is still human.

What an asshole. A scientist pops in on a monitor asking for Rhodes. Living Laser decides to hologram his appearance to look like Jim Rhodes in order to show that he can be responsible and trustworthy. He’s told to go to a med lab and once inside, he sees Tony Stark lying in a tube before him. The shock makes Living Laser lose his cover and he reverts to his true form. A scared scientist hits the alarms. War Machine runs in and finds Living Laser standing in disbelief over a living Tony Stark.

Now, then. This issue has a special gimmick to it. There are three possible outcomes of how these three men react, giving it a “Choose-Your-Own-Adventure” feel. Let’s take a look at the different endings.

Reality A: Where expectations are met, and then broken…

Living Laser goes berserk and shoots his lasers at Tony’s prone body. War Machine is less offended about Tony being alive and is more concerned about saving his life. Laser yells at War Machine for lying to him about Stark’s death and gets even angrier when he sees that War Machine is still wearing laser-proof armor, meaning that he really is a liar. War Machine admits that he may be stupid, but he’s not crazy enough to trust someone like the Living Laser. Laser uses his light powers to blind Rhodes.

“You’re blind, Rhodes! Helpless, vulnerable, completely at my mercy. It’s payback time! This’ll teach you for… for taking a chance on me…”

War Machine can’t see, but he also can’t hear Living Laser nearby. He wonders why he isn’t going for the kill, but then gets afraid that he might be going back for Tony. His armor tries an experimental operation that will hook up Rhodes’ brain to the armor and allow him to see through it. He does it, risking the possible brain damage. He discovers Living Laser heading for the communications laser from the beginning of the story. Rhodes asks what he’s doing.

And so, the Living Laser sends himself to the Andromeda Galaxy, bringing everything full circle.

Reality B: Where an unexpected choice leads to an unimaginable change…

War Machine barges in to see Living Laser surprised, not just because Stark’s alive, but because of what he’s asking him. While Stark was in his near-death coma, his consciousness was able to travel through cyberspace. He was both shocked to find that not only was Living Laser on the payroll, but that he was doing some really good work. He weakly asks Laser to stay on the team, to which Laser enthusiastically answers yes.

War Machine storms out of the room, fed up with Stark’s lies.

Days later, one of Stark’s enemies notes that War Machine had left Stark Enterprises several days ago and has yet to come back. Therefore, now would be the best time to strike. An army of robots and tanks attack the Stark Enterprises building, much to the chagrin of Tony. He’s currently paralyzed, Rhodes won’t answer his calls and his new Iron Man suit won’t be ready for hours. He talks about how helpless he is and then senses that the Living Laser is standing behind him.

Tony turns his wheelchair around and reveals a gun specifically created to destroy the Living Laser. Laser says he’s not there to hurt him, but he’s there out of concern. Tony dismisses him and says that he needs Iron Man. Laser comes up with his own solution by changing his own appearance to look like Iron Man.

Tony smiles and says, “Mr. Parks, when this is all over… remind me to give you a raise.”

The story ends with Living Laser in his new form, taking apart the intruders as the Watcher narrates. Thanks to a second chance and his own hologram powers, Arthur Parks has gone from being a hated man of light to an adored man of iron.

Reality C: Where fear and doubt prevail, and tragedy is sure to follow…

When War Machine runs into the lab, he sees Living Laser is in a calm disbelief while Tony is shouting at War Machine to get Laser out of the room. War Machine grabs Tony and tells him that if Living Laser wants to kill Tony, he’s going to have to wait in line. Tony tries to explain why he kept Rhodes in the dark and then changes it to explaining his displeasure in having the Living Laser working for them. Rhodes rants in Tony’s face about how the Living Laser has been making Tony a crapload of money and he’s even thinking about making him Employee of the Month. If Laser goes, so does Rhodes. Tony lets him keep his job, but warns Rhodes to keep an eye on him.

Some time after, Living Laser causes a major scene at payroll over his paycheck. Both the guy giving him the check and the many people on line are scared for their lives. War Machine comes in and calms Laser down, explaining the concepts of taxes and pension. Laser settles himself and agrees to do “overtime”. Overtime consists of helping War Machine blow up enemy battledroids. While the two take it to the robots, Laser notices that a shot has chipped off some of War Machine’s armor, showing a noticeable shine underneath. Laser silently realizes that War Machine really had his laser-proofing on all this time. He never did trust him. None of them did.

A few days later, War Machine flies through the Stark Enterprise building, looking for Living Laser, who isn’t at his assigned spot. He finds Laser at the med lab, beating up the scientists. War Machine figures he’s out to kill Tony, so he yells about how he should have done away with him when he had the chance. He pulls out the Living Laser-killing gun mentioned in the previous reality and impales Living Laser with its blast. Tony yells at Rhodes to stand down. The scientists were mind-controlled by The Controller (which happened a couple issues after the original Living Laser storyline) and Living Laser was only protecting Tony.

Living Laser is kept in a special tube to heal him. Rhodes stays at his side for days, tortured by his own actions. Tony arrives in a wheelchair, at first seemingly trying to smooth over his strained relationship with Rhodes. But the real reason he’s there is more important. The Stark Enterprises Orbital Facility has gone off-line due to some indeterminable threat. There are workers up there on that satellite and they need War Machine. With boosters, he can get there in an hour. A weak Living Laser interrupts, saying that he can be there in the speed of light.

On the satellite, Living Laser is horrified to see the state of the area and all the people on it. A mangled-looking robot bug thing called the Technovore appears behind him. It announces itself and its plans to assimilate Living Laser. Laser snaps.

Assimilated?! For weeks I’ve tried to ‘assimilate’ with others! And now you want to—to—to… I’LL GIVE YOU SOMETHING TO ASSIMILATE!”

With all the origins and major events in Marvel history to choose from, Slott goes with a rather obscure issue featuring an even more obscure villain. Prior to this, I hadn’t even heard of the Living Laser and yet Slott actually made me give a damn about him. It’s kind of heartbreaking to see this flawed guy trying to make his second chance work, but because of the flaws of these two so-called heroes, he loses hope in himself and the idea that he can change. The idea of choosing the ending may be gimmicky, but it’s also pretty necessary as a way to further develop this underdeveloped C-lister. The art is rather nice and expressive and does a good job of getting much done in a page. This What If probably does the best job of using immediate continuity to move the story and themes further.


Issue: Volume 2, #4
Writer: Danny Fingeroth
Artist: Mark Bagley
Spider-Man death: Yes
Background: Ever since Spider-Man returned from the Secret Wars, he wore a black costume that could remove itself at will. At first things were cool, but little did he know that the costume was a living thing. While Peter was sleeping, the costume would take control of him and continue adventuring, constantly increasing Peter’s fatigue. After the costume refused to remove itself from him at one time, Spider-Man asked Black Cat for advice. This led to him going to Reed Richards, finding out that it was an alien symbiote and then getting rid of it. It escaped, Venom happened, etc. In this world, Spider-Man and Black Cat talk about it a couple days earlier. The Fantastic Four aren’t home, so Spider-Man goes to Dr. Connors instead.

Connors gives Spider-Man a CAT-scan, which gives them no answers. Spider-Man’s afraid that being on the Beyonder’ Battleworld may have given him a virus, but nobody else has these symptoms. Once Spider-Man goes to the Fantastic Four, he finds out that the symbiote is alive. Reed fires at it with a sonic ray gun, but it doesn’t remove the symbiote. Whether it’s because of the wait or the CAT-scan, the symbiote has fully bonded to Spider-Man’s nervous system. The symbiote takes over Peter’s mind and tries to make a run for it, only to be stopped by a point-blank sonic blast from Reed. The symbiote-minded Spider-Man lacks the Venom teeth, but does showcase various tendrils sticking out of him. Neither Reed’s science nor Dr. Strange’s magic are enough to get the black goo off Peter’s body. As Strange and Reed speak with each other, Spider-Man finally shatters the glass of his prison, knocks down Strange and Reed, and then makes his way to freedom.

Symbiote Spider-Man swings around different cities, using his camouflage power to foil Reed Richards’ tireless search. Peter calls up Black Cat for help, but halfway into the phone call, the symbiote takes over and taunts her. Black Cat confronts Reed and bitches him out for not having found Spider-Man yet. She leaves and releases her anger by robbing an auction house and giving the treasures to some homeless people. While she will be ashamed in the morning, at the moment, she feels thrilled to stick it to Reed Richards and his like.

In regular continuity, Spider-Man had rescued several SHIELD agents from falling to their deaths. He’s a bit preoccupied here, so they all die. The reason they die is in the form of the Incredible Hulk, who has gone completely savage. Thor takes him on one-on-one while the Avengers look on. Dr. Strange pops in to explain that it isn’t the Hulk’s fault. Strange’s enemy Nightmare is controlling him. Strange creates a portal to a realm where the Hulk can be left alone and won’t be a danger to anyone. Like an idiot, Hulk jumps towards the portal, meaning to attack Strange, who’s standing right behind it. Right before Hulk gets all the way into the rift, Symbiote Spider-Man’s hands grip his ankle and pull him out. Hulk tries to pound on the inky arachnid, but the symbiote isn’t looking for a fight. Instead, it attaches itself to the Hulk and leaves Peter’s body behind.

Wasp comes over to Peter and discovers that he’s withered and looks like he’s in his 70’s. And the Hulk?

Peter is taken care of at the Avengers Mansion. He explains that the symbiote feeds on adrenaline. Almost non-stop, it had forced Peter to use up his adrenaline and once he was about useless, it searched for the Hulk as a suitable replacement. Black Cat and Thor argue over whether it’s right to kill Symbiote Hulk if it means killing Bruce Banner. Peter doesn’t care. He’s lost 50 years of his life. The rest is trivial.

Elderly Peter reluctantly makes a visit to Aunt May’s place. Calling himself Harrison, he explains that he’s a Bugle employee who’s also concerned with Peter’s recent disappearance. He says he’s heard from Peter himself about how much May means to him. “Harrison” tells Aunt May about how much Peter loves her before stopping himself and acting as if Peter will turn up. He tells May to have faith, but as he walks away, he starts weeping with a pained look on his face. May closes the door just as Mary Jane walks into the room. May remarks how much that man reminded her of Peter before breaking down in Mary Jane’s arms.

The next morning, Reed knocks on Peter’s door while talking about his plans for a way to track down the symbiote. Unfortunately, he finds Peter sprawled over his own scientific notes. Peter Parker has died of old age while only in his early twenties.

After all the heroes are gone, Black Cat continues to pay her respects. The Kingpin appears to do the same, calling Spider-Man a worthy – if not hopelessly naïve – foe. Kingpin offers Black Cat a ride back into the city.

A couple days later, Reed finishes using Peter’s notes, remarking on how brilliant the late-hero was. Together, they have created a means of tracking the symbiote and a means to kill it. Though sonics can hurt the symbiote, it doesn’t seem to destroy it. The Fantastic Four and the Avengers track Symbiote Hulk down to Mount Rushmore. They all fan out to search for him. Thor, who is a little run down from a recent battle against Surtur, is the first to find him. Symbiote Hulk tries to play it innocent.

“Please, Thor. I-I am truly remorseful for what I did to the Spider-Man. I did not know I was hurting him until it was too late! With this Hulk, I have achieved a true symbiosis. I am restoring the Banner’s mind, in return for the Hulk’s power. The Banner will not die–! Instead we both benefit – as will your entire planet – for there will be no more Hulk to menace it!”

Whether or not he’s telling the truth is up in the air. Thor tells him that they’ll judge him after they take him into captivity. Symbiote Hulk screams that he won’t be imprisoned again. The two (three?) go at it. Thor gets smacked around quite a bit, but tosses Mjolnir into Symbiote Hulk’s face out of desperation. It knocks his lights out and makes the symbiote ooze off the Hulk’s body. Thor’s surprised to find that the symbiote was at least partially telling the truth. Bruce Banner is the one laying before him. Banner awakens with a warning to Thor, but it’s too late. The symbiote attaches itself to the Thunder God and begins to take him over. Thor tries to hit it with lightning and Reed tries to hit it with a sonic ray, but the only one hurt by it is Thor. The symbiote now has the strength of Spider-Man and the Hulk put together. It will take over Thor in no time.

Symbiote Thor escapes into a cave. Human Torch and Photon each try to stop him, only to be knocked back out of the cave in record time. Reed is tempted to use his special symbiote-killing gun, but has one last idea. A half hour later, the symbiote has almost completely bonded with Thor. He hears another challenger and gets ready to destroy them.

“But then, the creature seems to recognize the newcomer… and is filled with fear.”

Black Bolt screams, destroying Mount Rushmore. Once the dust settles, a weak Thor thanks Bolt for saving him. The symbiote is in a limp pile nearby. Reed tells Strange to summon the portal to the crossroads dimension they were going to send Hulk to earlier. In the process, a ray beams out of nowhere and hits the unconscious symbiote. All that’s left is a smoking puddle with no life signs.

The Black Cat is the one holding the gun. She berates all the heroes for not killing the symbiote, as if it was some person who could be reformed. They may not approve of what she just did, and Spider-Man wouldn’t either, but somebody had to see that justice was done for what that little space vampire did to Parker. She tosses the gun at them and leaves. As it turns out, she had faxed Peter’s death ray notes and had the Kingpin finance the gun’s creation. In return, Black Cat is now in the Kingpin’s pocket and must be in his employ forever. Is it worth the revenge? Not even Black Cat is sure.

It’s funny because they were like a week away from breaking up. What a dummy. I have had this issue spoiled for me several times before actually reading it. And you know what? Even when I did read it, it was still pretty damn good. 90% of the time, Venom is used as an extreme villain placeholder used to boost sales, but at the core, Venom is two good characters in one. Not only is Eddie Brock interesting if done right, but the Venom symbiote has its own quirks and such that make it underrated in terms of character depth. That doesn’t excuse its actions at all, but it’s interesting to see that two would-be partners end up killing each other over their inabilities to comprehend and respect the other.


Issue: Volume 2, #94
Writer: Jorge Gonzales
Artist: James Califiore
Spider-Man death: Yes
Background: Cain Marko, the Juggernaut, made his first comic appearance while attempting to storm the X-Mansion and kill his brother. The X-Men couldn’t match his power, but they could remove his helmet and allow Xavier to put him in a comatose state. Somehow, this relates to this story’s Earth, which is quite lifeless. The story begins with the Juggernaut in New York City, standing over what remains of the Mighty Avengers. Iron Man’s helmet is laying separate from the rest of the armor, Thor’s decaying hand rests over Mjolnir and even Captain America’s shield is cracked. They’re all dead. Just like the rest of the world.

Juggernaut turns around to see three partially-damaged Sentinels standing above him for termination. On one hand, he’s angry due to what they’ve done to the world. On the other hand, he’s a bit happy since he hasn’t seen one of these bots in months. He has fun with the robots and succeeds in killing one. As he grabs a second one, the Sentinel announces the odds of surviving this fight with the Juggernaut as 0.000463%. Juggernaut proves those odds by smashing it to bits. The third tries to fly off for survival, but Juggernaut jumps onto its leg.

He beams in pride, but inside, he feels a bit empty. If those are the last ones, then he’s truly alone. He continues to wander and soon comes across Xavier’s mansion. He wanders around and sees what’s left of the Danger Room. Among the wreckage, we see Cyclops’ cracked visor in the rubble. Juggernaut decides he can’t face these demons and leaves. As time passes, all he can do is wander and occasionally run through buildings. There are no people, animals or even Sentinels left to interact with. He wants so desperately to die, but his own invulnerability won’t let that happen.

Years pass and Juggernaut has yet to age. He comes to the Grand Canyon, which is where the Sentinel’s factory used to be before he destroyed them all. He now wonders if he should have let them be. Perhaps if there were enough created, they could have killed him and ended his misery. Wandering through, he encounters Magneto! Who would’ve thought?

Magneto isn’t very friendly here. He attacks Juggernaut unprovoked, which angers our protagonist. Magneto explains that during the creation of the Sentinels, he was on the Stranger’s planet (Stranger is a cosmic scientist guy). He viewed what was happening on Earth and tried to escape to it in time to save everyone. But he was too late and he holds Juggernaut responsible. During this talk, Juggernaut breaks through the defenses and Magneto gets weaker by the moment.

When the Sentinels first appeared, they attacked the Avengers and Fantastic Four by surprise and killed both teams. Then they turned against their creators and changed their programming. In order to kill all mutants, they converted their power cells into a toxic radiation that kills all humans and mutants. For some reason, Juggernaut is immune. But none of this would have happened if the X-Men were there to stop the Sentinels before they could run amock. Another toy Magneto got to use from the Stranger was a viewer that allowed him to look into alternate realities. Every reality that had the X-Men survive their encounter with the Juggernaut didn’t suffer this cataclysm.

Magneto collapses and dies before Juggernaut, telling him that his own petty jealousy is what’s to blame for all of this. Juggernaut screams in anguish and goes on a rampage. He ends up falling through the floor and goes down a couple levels to a sub-basement. He’s surprised to find ice nearby. Above him is Iceman, with ice covering him and his own voice stuttering from his inability to control his powers. Ever since Juggernaut murdered the rest of the X-Men, he hasn’t been the same mentally.

From the gist of what Iceman tells him, Juggernaut realizes that there are other survivors. He begs Iceman to let him see them. He won’t hurt them. He just wants somebody to talk to. Iceman can’t answer as his powers have expanded so that he’s covered himself in a big block of ice. Juggernaut breaks through it and sees a big metal door in his way. What is a stupid door to someone who’s unstoppable? He tears it off, enters and finds a small community of people looking at him with mixed reactions. Some with disgust. Some with hate. Some with fear.

Quicksilver and Scarlet Witch advance. From the looks of them, about 40 years have passed since the Sentinels’ massacre. When Juggernaut pleads with them that he means no harm, they ask if he’s making some kind of sick joke. Toad steps in and chooses to address Juggernaut, as Toad is Magneto’s official successor. Juggernaut compliments how smart he was to have camped right under the Sentinels’ noses.

“That was the master’s idea. When Lord Magneto returned from the Stranger’s planet, I was there with him. His abilities allowed him to survive in the poisoned atmosphere for brief spurts of time – which is how he learned of your whereabouts. As well as the existence of this place. Together, we gathered these few survivors aboard our damaged spaceship and came here. Though our numbers were small, we banded together under Magneto’s guidance and sealed ourselves off from the outside world. He made us strong… and gave us hope that we would persevere against the overwhelming odds…

“A bit of delicious irony, isn’t it? Magneto achieved what Charles Xavier only dreamed of – a society where mutants and humans coexisted in peace and cooperation! But now you’ve destroyed that too… like everything else you’ve ever touched! I have no pity for you, Cain. There’s enough blood on your hands to fill an ocean! Have you no shame or remorse? How can you even stand to live with yourself?!”

Juggernaut obviously doesn’t have a choice in that matter. He tries to apologize for all the death he’s caused, but Quicksilver gets to the point that Juggernaut has completely missed. By breaking through to this lower level and smashing apart all the doors, he’s doomed them all to endure the poisonous atmosphere and die just like everyone else!

Juggernaut turns around and walks of with his head down, knowing that he’s about to be the last living being on Earth and his own irrational, boorish behavior is what’s to blame. On his way, he passes by the frozen skeleton of Iceman, but pays it no mind. He just continues walking on into the underground darkness.

“His spirit is crushed. And his heart is heavy with a burden of guilt that even a juggernaut finds too heavy to bear – yet impossible to unload. A once boastful cry – is now a horrific prophecy of damnation. ‘No one can stop the Unstoppable Juggernaut.’”

Something I’ve noticed is that the Juggernaut is the only major muscle character in Marvel who’s about strength first. The Hulk is angry and tortured first, strongest one there is second. Thing is all about his freakish existence with his super-strength taking a backseat. Colossus loves his Mother Russia. You get the idea. But Juggernaut is the one guy who’s MO is that he is an unbeatable mountain of muscle and metal, with all of his backstory secondhand. Just look at his role in X3 and the lack of his comic-based storyline. That’s what made Juggernaut one of my favorites since I first saw him. He is unbeatable might. That’s what defines him more than anything else. Whether he’s a vengeful career criminal or a repentant X-Man, I know I can count on him to rush through junk and be awesome while doing it.

Here, that might and his shallowness are his downfall. It’s all first nature to him and he doesn’t even see how it affects the world around him. Maybe he isn’t that much to blame for the world’s destruction, when you consider those who pushed the creation of the Sentinels in the first place, but even at the end, he uses his immeasurable strength without a second thought. Why shouldn’t he? He’s the Juggernaut. He’s the strongest. But you peel that away and you find the human being underneath, slowly realizing the extent of his curse. He wanted to prove he’s the strongest and now he is. There’s nothing left to claim otherwise.

A great character study of a character rarely looked at for his motivations. Still, this is such a downer. The last three issues have been downers. Let’s lighten this countdown up a bit. Let’s drop the heartbreaking and get with the asskicking. Yes, let’s.


Issue: Volume 1, #44
Writer: Peter B. Gillis
Artist: Sal Buscema
Spider-Man death: No
Background: After escaping the Avengers, Namor ended up coming across a block of ice with Captain America frozen within. While lashing out at some Eskimos, Namor smashed up the block so that it floated through the ocean until soon being picked up by the Avengers. Captain America lived again and all were happy. But he wasn’t the only Captain America. Back in the 50’s, an unknown man discovered a way to recreate the Super Soldier Serum. With some plastic surgery, he and his young friend became Captain America and Bucky, following where the originals left off. Unfortunately, they didn’t go through the serum process totally right and ended up paranoid and quite insane. They became obsessed with beating up dirty communists, who they believed were everywhere. The government put them on ice so as not to embarrass the nation any longer. They were thawed out long after the real Captain America’s return. This world is another story. Namor escapes the Avengers and goes in a separate direction. He never crosses paths with Captain America.

Captain America was the glue that would have held the Avengers together, so it’s only a matter of time before Iron Man, Giant Man, Wasp and Thor all abandon the team. Years go by and the US is in talks with China about something or other. An anonymous janitor is pissed off about this. He feels like the country is falling apart and is going to be commie fodder very soon. The building he takes care of happens to be the same one that keeps the fake Cap and Bucky on ice. He never did agree with what they did to them, so he releases the two. Fake Cap comes to slowly, muttering, “N-no… no… you can’t do this…” then gets a bit of a grip and asks, “Where am I? What happened?!”

The anonymous admirer tells them that America needs them. Fake Cap and Fake Bucky realize that they’ve been asleep for quite a while, but announce their heroic rhetoric about how evil will tremble and stuff. They thwart a bank robbery, shocking one of the police officers witnessing the act. Though they won’t say where they’ve been all this time, it’s apparent that Captain America and Bucky are back! For a second, things are looking pretty good. We even see as the two take on the likes of the Serpent Squad and the Yellow Claw.

The two make a talk show appearance where they go over their return. While Bucky jokes with the host, Cap makes a speech about what bugs him about the country.

Wait… that sounds a bit off.

Later we see the fake Steve and Bucky in a crappy boarding house in Queens, discussing how they’re almost out of money. Bucky suggests asking the Fantastic Four for help, but Fake Steve is a bit paranoid about them finding out that they aren’t the real deal. They receive a knock on the door and it’s a man representing the America First Party, which is a front for the corrupt Secret Empire (in other words: evil government guys). He says that they know the truth about the fake Cap and Bucky, but they don’t want to blow the horn on them. They believe that the government was wrong to freeze them and that they are upstanding Americans. They offer to support the duo with no strings attached. The deal is made and for the rest of the story, it’s hard to say just how much Fake Cap knows about his bosses.

Fake Cap publicly shows his support for a man running for senator on the America First Party’s ticket. Not only does this fraud have the shield and appearance of Steve Rogers, but he also has the ability to rally people with impressive speeches. The nominee wins by a landslide and begins by pushing for laws that undermine the Latino and African-American communities. In one pre-dominantly black neighborhood, they make a protest over what the government is doing. Fake Cap shows up to handle things. The leader, a reverend, promises that they only want to talk and that it’s a peaceful protest. When it looks like Fake Cap is going to give them the benefit of the doubt, a sniper (working for the Secret Empire) fires and hits Cap. Bucky screams that Captain America is dead, causing angry cops to attack the protesters, which then spreads to riots in minority-filled cities across the country, which then allows the government to retaliate even harder.

Enter a hero…

One day a U.S. sub comes across a man-shaped block of ice. They take it in and it’s Captain America. Judging from his uniform, one of the crew members believes him to be one of the Sentinels of Liberty and wants to kill him on the spot. There’s plenty of arguing about orders and what should be done, but this crew member grabs a wrench and swings it down. Captain America’s hand catches his wrist and punches him back. Screaming about Nazis, he fights off the entire crew and amazes them with his shield-tossing ability. The captain of the sub, Captain Johanson, was in World War II, so he recognizes that this is the real deal.

“Quickly, mister! What year do you think it is?!”

“Why, it’s 1945. Of course!”

“I knew it! I always felt – hoped it! Now it’s come true!! Don’t you see, men? The Cap who turned our country into a nightmare is an evil imposter!! This man we’ve revived is the one, true, original Captain America!!

“I could have told you that, gentlemen!”

“Well, brace yourself, Cap – you want to know the score – I’ve got a little horror story to tell you. It’s all about America—.”

Cap leaves the sub with the crew, disguised as one of them. Though these sailors are not fans of the current state of government, they’re watched over by the Sentinels of Liberty. Cap is a bit unnerved by the familiar A insignias on their helmets. He then sees armed guards on every corner and guard-towers with machine guns ready. He wonders if the Nazis won the war after all.

Johanson brings Rogers to the Daily Bugle, home of one of their strongest allies, J. Jonah Jameson. Even though newspapers are heavily censored these days, there are just some guys you can’t control. Jameson gets them smuggled onto a newspaper delivery truck as they make their way to Harlem. Johanson explains that Midtown is nothing like they show on television. The government keeps its people in the dark, so most of them don’t even know that anything is actually wrong.

Harlem has it the worst. There’s a wall keeping the people in to wallow in their own despair and poverty. It makes the Great Depression look like a bad weekend. Cap asks why the superheroes haven’t done anything, but thanks to government maneuvering, none of them are bound to New York and they don’t even know how bad things really are. Though there is one superhero who knows the truth, thanks to his close relationship with Jameson and the Bugle.

Johanson explains that since the Sentinels of Liberty don’t patrol Harlem, that makes it the best place to plan the Second American Revolution. The main commander is General Fury, who despises what the government has become. With him are Sam Wilson and Spider-Man. What appropriate allies for Captain America.

Wilson thinks that Rogers is a Sentinel of Liberty and gets ready to kill him. Spider-Man prepares for the same. Fury stops them. He finds something familiar about this new guy. When Rogers asks General Fury if he’s related to Nick Fury of the Howling Commandos, Fury nearly swallows his cigar. Johanson explains and the true Captain America goes on an angry rant about what he’s seen. He wants in with the revolution.

Let’s get back to Fake Cap. William Taurey, the head of the Secret Empire, is going to announce his candidacy for president in a few days. He wants Fake Cap to do the honors. Fake Cap compliments his bosses on being such great allies before wandering off and muttering something about how the Jews, blacks and Russian communists are all in it together. That wasn’t a joke; he really said that.

At Madison Square Garden, Fake Cap makes a speech at the America First Party’s National Convention. He gets ready to announce Taurey’s candidacy, but first introduces the Freedom Five: himself, Fake Bucky, Hawkeye, Hangman and Golden Girl. All of the sudden, they’re interrupted and we get a totally sweet splash page of the real Captain America, Spider-Man and a whole bunch of armed black soldiers swinging onto the scene.

The two Captain Americas argue over who’s the real one. Spider-Man easily webs up Hawkeye and Hangman while Golden Girl (who’s just an actress with no powers) runs off screaming. Fake Cap tosses his shield at the real one and is taken aback by how quickly he hops over it. Real Cap dropkicks his psychotic counterpart. Meanwhile, Fury holds Fake Bucky at gunpoint, Sam Wilson forces the cameraman to keep the camera running and the Second American Revolution begins to take effect all over the country.

For the next two pages, the two Captain Americas… Well, they… What I mean to say is…

Oh, fuck it. I can’t do these pages justice. Check this out.

This is exactly the kind of shit Bonnie Tyler was singing about.

The spectators get restless, calling the soldiers traitors and Cap a commie fake. A soldier assures Cap that they won’t try anything, since their kind is too cowardly to do their dirty work themselves. Captain America almost hopes that they do storm the stage, so he can smack the taste out of all their mouths.

He berates the crowd, their “hero” and their country. This isn’t America. You aren’t a good person because you’re American. America is great because you’re a good person. You can’t toss away liberty to refine and get rid of what you consider flaws. Without its ideals and commitment to the freedom of all men, America is nothing and the flag is just a worthless piece of cloth. When he fought Hitler, he did it because America is fragile, not because it’s the greatest thing ever without question. He tells the people that they are not too late to turn around and save America from its course.

After a moment of shocked silence, someone points and yells, “Th-that IS him!! That’s the real Captain America!” The places goes nuts and chants his name. Cap stops them and tells them not to appoint him as some kind of leader like they did with the fraud. He can’t save America by himself. He needs them to open themselves up and reach out to those who they’ve betrayed. Again, there is silence, other than the sound of war going on outside.

Someone in the crowd begins to sing. Others around him join in. It’s hard to hear at first, but the more in spreads, the more Captain America comes to realize what the song is. He quietly sings along to America the Beautiful with the Madison Square Garden crowd. Spider-Man and Sam Wilson stand loyally at his side and Captain America, overwhelmed, sheds a tear.

Sorry for the overly long write-up, but that story gets me pumped. It’s like what Knightfall tried to be. I was wary when I originally read this story, but it comes together so damn well. We start off with a would-be hero who fights purely enough, only to slowly hit a snare thanks to his beliefs. Then it gets worse as time goes by until he’s responsible for untold damage. Once things look their bleakest, we get the hero we weren’t even sure we were ever going to find. The build up steams and we return to our villain, who has reached almost complete insanity. Things come to a head and we get the coolest fight scene ever with some of my all-time favorite comic lines (“Get up so I can knock you down!!”). And just as the fight comes to an end with a true victor, it goes directly into a strong conclusion.

So much better than the remake.


Issue: Volume 2, #64
Writer: Simon Furman (not credited, for some reason)
Artist: Geoff Senior (ditto)
Spider-Man death: No
Background: While a prisoner of war, Tony Stark teamed up with his fellow prisoner Ho Yinsen in an effort to escape. They created Iron Man, a suit of armor with offensive weaponry installed. Tony survived the ordeal thanks to their ingenuity and returned to America. He made the decision to use his genius to save lives anonymously as Iron Man. But it wasn’t an easy decision. No, he wondered if maybe he should have gone public with his technology so everyone can benefit. In the world of this story – #1 on the Top 100 What If Countdown – Tony Stark does just that.

In the present, we find the Rhino, Electro, Jack O’Lantern and Boomerang pulling a heist at an airport. To their dismay, four Iron Man-looking figures fly in to oppose them. They are the Iron Guard. Each one easily figures out a way to deal with these second-rate villains. While it may look like the side of good has the advantage, it isn’t completely so. These guys are getting stretched thin. These days there are just so many new badguys to keep track of.

Across town, the Beetle goes on a rampage. He tears cars apart to show how he’s built himself up with Stark technology. Nearby, Peter Parker is about to open his shirt and change into his Spider-Man tights, but then stops and realizes that he isn’t wearing the tights underneath his costume. He only acted out of habit, considering he hasn’t been Spider-Man in years. He hasn’t been needed with the Iron Guard around. But these days it’s different. Things have been escalating and now the bad guys are almost as powerful as the good guys.

The damage Beetle’s caused has gotten so bad that Peter has no other choice. He puts a paper bag over his head and takes him on as the Amazing Bag-Man. Thankfully, it’s just enough to distract Beetle until the Iron Guard pops in and fries his armor. They fly off to face another threat in the city as Peter wonders how long it’ll be until these guys are outclassed.

In this world there isn’t a Stark Enterprises, but Stark-Rhodes Global. We see Jim Rhodes using some kind of Star Wars hologram phone to sit in on various meetings at the same time. One of which is Nick Fury with a cybernetic eye, making demands for more mandroids to take on his enemies. Once done, Rhodes gets out of his virtual reality hologram doohickey and thinks about how he got involved with all of this. At first Tony just had him work for him as a pilot. Then he started getting involved with the business. Now it seems he is the business. For a while, this whole operation was running pretty smoothly to help the world reach a new plane of technology. But then came the copycats and the competition. Things have escalated and considering weaponry is on everyone’s mind, this isn’t a good thing.

According to Rhodes, Tony had become less and less involved with the public eye. He’d retreat to secret labs in order to stay one step ahead of the rest, doing God knows what. When he would make public appearances, he’d do it while in armor out of fear someone might try to kidnap or assassinate him. Now there’s no sign of Tony. He’s become a complete hermit and not even Jim Rhodes has an idea of where he is.

At the United Nations, several delegates discuss the threat of this rising arms race. The wall collapses and Magneto comes in. He agrees, stating that he’s taking responsibility of all mutants whether they want it or not. These iron-based enhancements are ruining mutantkind, but they’re nothing to someone who controls magnetism. To prove his point, he twists and tears apart several Iron Guard soldiers. If they don’t stray from this destructive path of doomsday technology, then Magneto will stop it for them.

We see several reactions as this news spreads. Jameson laughs at how Spider-Man probably saw this coming and retired to avoid it. He turns around to see that Parker has already left the room. Jim Rhodes ignores the news and focuses on tracking down Tony. And as for Tony Stark? He’s in his bunker, working on armor. He hears this news and with a disturbing glare, acts excited.

“Magneto. Of course! The final element, the ‘X’ in the equation. How many dead ends did I run into chasing down a solution… that was staring me in the face all along?! All I need now is… Ah, but which one?” He turns around and we see a line-up of Iron Man armor that looks like an evolution of his original to the more advanced armors we know from regular continuity. But Tony refuses them. “No. No. No. No. No. YES!

So which armor did he choose?

Looks like had a baby with . If anyone would know how that’s possible, it would be Tony Stark.

Peter tries to see Dr. Strange, but Wong insists that the Master of Mystic Arts has been gone for years. Strange appears, saying he knows exactly why Peter is here. Peter knows that trouble is brewing and that the superheroes need to return. Using the Orb of Agamotto, the two see the whereabouts of their peers. But Strange finds they will be met with reluctance. Matt Murdock and his wife Elektra are enjoying their life in Greece. Thor rules Asgard in his father’s place. Hank Pym and Wasp have gone back to science, leaving their hero lives behind. Peter doesn’t care. He knows that Strange came back because he knows something bad is coming. If Strange can see the light, so can the rest.

In light of Magneto’s threat, the government has put more of the country’s money into Sentinel technology to eradicate the mutant menace. This causes a riot to erupt between anti-Sentinel protesters and anti-mutant protesters. This is all interrupted once Magneto and his Acolytes appear before everyone. Magneto believes that if this is how humans react to his ultimatum, then they do not deserve to live. His Acolytes easily destroy any and all Iron Guards in the area.

Elsewhere, Rhodes has finally figured out where Stark’s been hiding out. He doesn’t find Tony, but he does discover what he’s been planning. This terrifies him. Shortly later, we see him putting on a highly-advanced and very spiky version of the War Machine armor. He just hopes it isn’t too late to save the day.

What remains of the X-Men, led by Cyclops, show themselves to confront Magneto. Because of the technologically-advanced Sentinels in this reality, many of the X-Men have died, including Xavier. With all the dead teammates, it’s no wonder Cannonball has already changed sides and is now loyal to Magneto. The X-Men and the Acolytes battle, but it’s very one-sided. Cortez uses his power to amplify other mutant’s powers and makes Gambit explode. Magneto pulls the team together, then causes several planes to nose-dive onto them. He finishes off Maverick by impaling him with a steel beam. Cyclops, dying, is brought in front of Magneto and promises that others will stop him. Magneto laughs. What others?

Mjolnir smacks him right in the back of the helmet. Ouch. The team of Spider-Man, Thor, Daredevil, Elektra, Hank Pym and Wasp rush in and take down Magneto’s Acolytes. After all, what can someone like Cortez do to someone like Elektra who doesn’t have any mutant powers to manipulate? Thor takes the fight straight to Magneto, who loses his patience in record time.

Looking on is Overload Iron Man.

“I created a wonder, and mankind conspired to turn it into something dark… and ugly! Armor wars rage across the globe, urban chaos reigns. And Sentinels… Sentinels hunt down mutants for the simple crime of existing! Sentinels… If I ever, truly, needed justification for what I am about to do – they are it!”

War Machine, able to see Overload Iron Man, flies in and tries to stop him. Iron Man is surprised, but smacks him away. He can’t let anything get in his way. For a second, he stops and watches Thor fight Magneto. War Machine attacks again and does enough damage to Overload Iron Man’s invisibility that Thor can see him. Seeing this giant distracts him enough that Magneto forces tons upon tons of rubble onto him. Thor’s out of the game.

Spider-Man webs up his face and strikes. Daredevil and Elektra also jump into the melee. As Tony powers up his gigantic suit of armor, he is in awe that these three are going up against a guy who outclasses all three put together and they aren’t close to backing down. War Machine figures that he’ll get nowhere with physically attacking Iron Man, so he instead grabs onto the outer armor and refuses to move. Through his thoughts, we find out what Tony’s big plan is. He’s going to absorb all of Magneto’s magnetic energy, cause his Overload armor to explode, send the energy to a series of satellites, and have it wash over the entire planet. All Stark tech will become useless.

This also means that all technology will be useless and the world will be in a new dark age. So you can see why Rhodes opposes this.

“Tony, I sure hope you can hear me in that thing, ‘cause I’m only going to get one shot at this little speech. See, I’m not *unh* going anywhere. I’m staying right here… a stowaway on the Doomsday Express! May not be smart, but I thought it might be an idea to remind you when you go you’ll be taking me with you… and a whole lot more besides!

“You’re right. Your technology has been abused, turned into somethin’ you never envisioned. But what about the rest of it? What about the good stuff? Artificial hearts that beat in place of old, used up ones, emergency field units that sustain life for critical hours… life support pods for premature babies. I could go on, but you get the idea!

“There’s got to be another way, constructive, rather than destructive. This is a coward’s way out, and if there’s one thing I’m sure of about Tony Stark… he’s no coward!”

During the speech, Tony tries to block out what Rhodes tells him, but he can’t. After a long pause, there’s movement. Overload Iron Man marches towards Magneto and removes all of its invisibility. Magneto, gripping Electra by the throat, let’s out an angry, horrified and confused scream. Overload Iron Man smacks the hell out of him, extremely angering the villain. During this, Tony narrates about how Rhodes was right. He can’t turn his back on all he’s done. He has to see this through the right way.

Now, I want to take a second to mention one thing in comics that has always annoyed me: Magneto’s force field. Whether it’s in the comics or the videogames, there’s little more irritating than this plot device. So when I see Overload Iron Man popping out about 20 different laser guns and firing them directly onto Magneto, I start getting hopeful. But nothing beats this page.

For a while after that, Tony Stark has no plans to leave his armor. He and Jim Rhodes force the government to halt Sentinel production and use their funds for more helpful technology. The rest of the world soon follows suit. Of course, if they don’t, then Tony will be forced to use Overload Iron Man to put an end to technology.

The final page shows that this change in the status quo will bring back Earth’s Mightiest Heroes, showing a group shot of Iron Man and all the surviving heroes. Jim Rhodes is noticeably missing, probably because he was such a jerk to the Living Laser.

What? That’s how I see it.

There are easy parallels you can make to What If Iron Man Sold Out and Dark Knight Returns. Neither are in continuity. Both involve a billionaire turning away from destiny, only to come back and make things right. But what really pushes it to me is the climax. Superman vs. Batman is a joke to most people because of the gigantic power gap. Yet seeing Batman kick Superman’s teeth in and open the concept of “prep time” caused everyone to see him in a different, more respectful and far more badass light.

That’s what I got out of this. I knew little about Iron Man when I read this, but then I became a fan. To me, he was that Avenger who’s supposed to be kinds of powerful, but never really does anything (New Avengers hadn’t happened yet). The idea of Magneto vs. Iron Man is exactly like the Superman/Batman fight. People look at it and scoff because it’s a guy who controls metal against a guy wearing metal. What people don’t realize is that he’s dealing with a sly genius wearing metal. Tony Stark won’t run blindly into something like this. Seeing him toss Magneto around like a ragdoll while ultimately redeeming himself for stuff that is barely even his fault was huge to me. It still is.

Just about everything in this issue is off the scale. The writing is top-notch. The What If diversion and its effects over the world hit just the right notes. There are plenty of extra character appearances without taking away the fact that this is a story about Iron Man. The art is a bit harsh at times, but I still enjoy the overall product. There’s a great deal of detail in Senior’s drawings where even now I still notice things I hadn’t before. I absolutely love this comic.

Everybody may hate you because of Civil War, Iron Man, but at least a different universe’s version of you made it to the top of a comic book fan’s trivial list.

Next on the countdown: The Honorable Mention Awards! No, I’m not finished yet.

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11 comments to “The Top 100 What If Countdown: Part 20”

  1. I took a class on comics history, and I like the canon explanation they have here for Captain America: Commie Smasher. The real world downfall of superheroes in the 1950s mirrored in the comics themselves is something I enjoy about the JSA related books.

  2. The Living Laser one was Dan Slott? Wow. Much awesomeness.

    The way the symbiote works here doesn’t really match up with the way it actually worked in 616, but that’s not the writer’s fault.

    The Juggernaut one had confusing art, and the story itself had a fair amount of nonsense.

    The Captain America one, on the other hand, was incredibly awesome. IMHO, that should be #1.

    Not that this second one was bad. Any alternate universe where the Amazing Bag-Man shows up has my vote.

  3. The Juggernaut one would have been one of my top fives as well. It was a great though downbeat ending that still remained in my memory even without rereading the book.

    I don’t think any Iron Man book ever really got me to care about the character except the one with Doom. But that’s more because Doom is awesome.

  4. Colossus-looking Doom in the Iron Man story is cool.

  5. Hey, got linked here from BSS a couple days ago and have been reading the countdown since then. It was great, thanks for taking the time. I remember some from when I was a kid, and now there are a lot more I’d like to track down. Great write-ups on this page, especially.

  6. I, too, think that Cap one should be no.1

    I find it… surprisingly appropriate that Simon Furman wrote that Iron Man story (for those who don’t know, he’s the most prolific Transformers comic writer ever, probably the most important person in TF mythos besides Bud Budiansky).

    Anyway, great job ‘Vokkers.

  7. Amazing bag-man for the win.

  8. Do you realize how *hard* I was laughing at that comment regarding the Overload armor’s “parents”? Do you realize the fact that I know both of them automatically makes me a geek? 🙂

  9. […] I’d probably pick Gavok’s #1, What If Iron Man Sold Out. It was an awesome story, one of the few What Ifs I owned as a kid, and had great art. It hit all […]

  10. WHAT IF IRON MAN SOLD OUT? is by far the best What If ever. It has: the Amazing Bag Man, a crazy ass Magneto, a pimped out Doctor Doom, and an even more pimped out Tony Stark. The best bit is when Thor is trying to talk down Tony from killing Magneto with saying something like, “Nay! Heroes do not do that.” Tony just smiles and says, “hero I like the sound of that.” Remember when Tony Stark could be called a hero? Not just ‘Iron Dick’ or ‘Iron Fascist’ or ‘Iron Fascist-Dick’ (my personnal favorite). Atleast there is one universe where Tony Stark is a hero.

  11. I had this vague memory of an insanely awesome WHAT IF? comic from my childhood where Rictor fights Avalanche and Iron Man has a giant manga looking suit. I couldnt remember for the life of me what the actual plot of the book was, but it stuck with me for years. I just googled afew of those words and found this page. Great list, and thanks for the help remembering “…Iron Man Sold Out?”. Really great under appreciated book.