Before I bring the whole Ultimate Edit Trilogy to rest, I just needed to write up the page-by-page details that explain all the endless references and dropped gags. Enjoy.

WEEK ONE

Cover

– References are made to Josie and the Pussycats, Squadron Supreme/Squadron Sinister where the original Nighthawk is from and, naturally, Heroes for Hire.

Page 1

– The line about Spider-Man looking like a toddler is commentary on David Lafuente’s weird proportions in his Ultimate Spider-Man work.

Page 2

– Spiders-Man is a character from Earth X who was given Inhuman powers and it turned him into a scaly-looking Spider-Man with the ability to create illusions. With Mark Millar’s return to writing Ultimate comics, he introduced a new Spider-Man to Ultimate Avengers. He’s a clone of Peter Parker, kept in a cell with a Hannibal Lecter personality and some kind of mind power. While I’m sure he isn’t based on Spiders-Man specifically, I’ve always just referred to him as Ultimate Spiders-Man. It fits.

Page 3

– During the production of Ultimates 3, there was a nixed cover by Frank Cho that showed Wolverine having sex with Magda, mother of Scarlet Witch. The final version would have had a blanket added on to cover her up, but the released sketch showed a giant bare ass.

Page 4

– The Zodiac Killer was a murderer from the late 60’s/early 70’s who, according to a sketch, wore a big sack over his head and somewhat resembled this story’s version of Black Knight. Originally, ManiacClown wanted to have all of Black Knight’s dialogue written in the same font as the Zodiac Killer’s cryptic letters.

– Major Jackson Briggs, otherwise known as Jax, is a character from the Mortal Kombat series. He fulfilled the role of super-strong, totally ripped black dude and was also portrayed as bald in the later games. The ribbed black coverings on Cage’s arms look somewhat like Jax’s metal arms.

Page 5

– Jax tangled with Superman in the game Mortal Kombat vs. DC Universe.

– Iron Man says that his movie was more accepted by the public than Nighthawk’s. Nighthawk’s appearance is most definitely based on the movie version of Nite Owl from Watchmen, which was considered a little too off for public consumption.

– “GOTCHA!” is Jax’s catch phrase, which he’d usually say right before pummeling his opponent in the face with one hand.

Page 6

– Black Knight’s line about how Nighthawk isn’t supposed to get arrows in his eye relates to Lenny’s running gag on the Simpsons about how he’s not supposed to get certain things in his eye, such as pudding and jigsaw pieces.

– Iron Man brings up ribs, referencing the infamous Ultimate Avengers outtakes reel.

– As said in the narration box, Warren Ellis is weird. I have Tony describe the events of Ultimate Armor Wars in which Tony’s grandfather is revealed to be alive as a cyborg. The final moments involve him opening some special box, only to find Tony’s head in there, staring blankly at him. It’s from an alternate reality that Tony discovered and opening the box turns off all nearby tech. This in turn killed Tony’s grandfather as well as Tony’s romantic interest, who was also in the room.

– Hawkeye responds to Captain America’s shield by screaming that it’s a UFO. He did the same back in the second week of Ultimate Edit when dealing with Spider-Man.

Page 8

– Luke Cage’s package is referred to as his “Sons of the Tiger” and his “Iron Fist”, superheroes that he regularly teamed up with in 616.

Page 9

– The original episode of Adventure Time had the hero Finn fight the Ice King. When asked why he’s always stealing ladies, the Ice King explained that he was going to make one marry him. That led to the exchange:

“That’s stupid!”

“Your hat is stupid!”

“My hat is AWESOME!” Which Finn says while angrily punching him.

Page 10

– Lots of Mario jokes in here with warp zones and mentions of World 8-1. Son of Satan refers to Mjolnir as the Hammer Suit, which was introduced in Super Mario Bros. 3. If you were somehow able to get all the way to the end with it, beating Bowser was a breeze.

Page 11

– ManiacClown is a bit of a know-it-all about Norse mythology and it didn’t sit right with him how Loeb portrays the concept of Valhalla. Clown also wrote all the dialogue for this one, which roughly translates to Hela saying, “If you bang me, I’ll let you go,” only with sexual innuendo about chimneys because, you know, he’s supposed to be Santa Claus.

Page 12

– “And hurry down my chimney tonight,” is a lyric from the song “Santa Baby”, a song about a woman trying to seduce Santa.

Page 13

– Tony’s mad that Carol isn’t dressed like her more serviceable 616 self, Ms. Marvel.

Page 15

– Nanites tend to be the go-to explanation in a lot of comics, especially in the early 2000’s. Tony mentions the idea of a man walking due to nanites, which is how Magneto-as-Xorn was able to “heal” Xavier and fix his spine back in New X-Men.

– “Wet Willy up the nose for you!” is a mutated version of Captain Murphy telling Marco, “Wet Willy for you!” in an episode of Sealab 2021 in a scene parodying Apocalypse Now.

– ManiacClown insisted on that Farmville gag. He spent so many hours on that thing and is way too proud of it. More power to him.

Page 16

– Katey Sagal played both Peggy Bundy on Married with Children and Leela on Futurama. Captain America identifies with Phillip J. Fry because they’re both characters frozen in the past, only to be thawed out in the future.

– I screwed up a little by claiming Zarda was trying to pick out Captain America’s wedgie, even though her hand is on his shoulder. The joke still almost works, considering Cap refuses and walks away with his pants riding up pretty badly.

Page 17

– I wrote up my feelings on the whole Sam Loeb repeated callback as part of that day’s update. The short version is that while I feel for Jeph Loeb and do not wish to make light of his problems in any way, his tendency to make everything a callback to his son has reached the point of self-parody in ways. Especially in this issue, where Iron Man claims that Sam Loeb inspired the Ultimates.

– Al Gore has been known as a major name in speaking out about global warming. Since it suddenly becomes freezing, Shanna feels he’s wrong about everything.

Page 18

– “The King of Koopas” means Bowser, tying back to the Hammer Brothers gag from earlier. The rainbow bridge is identified as Rainbow Road, the recurring final stage in the Mario Kart games.

– Capital One used to have a lot of commercials that showed that using their card would prevent armies of filthy warriors from murdering you and your loved ones. Those murdering warriors are now their spokesmen.

Page 20

– Joe Quesada has made it a rule never to allow smoking in a Marvel comic due to how it ended his father’s life. Excessive drinking and the like is cool, though.

WEEK 2

Cover

– The book Of Mice and Men ends with the character George telling his mentally challenged friend Lenny about how they’re going to one day own a farm and Lenny will get to tend to the rabbits. This is so George can distract Lenny before shooting him in the back of the head.

Page 1

– The characters on the recap page are likened to the cast of Gilligan’s Island.

Page 3

– The Thor poster has a weird propaganda feel to it, so we made it a reference to an old Superman cover from World War II that includes a tagline about Superman wanting you to “slap a Jap”.

– Captain America brings up his battle with his son, the Red Skull, in Ultimate Avengers.

– We thought it would be natural that the guy who fought against the Axis Powers in World War II would take offense to Polish jokes.

Page 4

– Rochambeau is a game made famous from South Park where arguments are decided by kicking each other in the crotch. Whoever goes first wins, natch. In Joe Kelly’s Deadpool run, he played a mind-controlled Captain America in a game of Rochambeau and won.

Page 5

– “Jurassic Bark” is a Futurama episode famous for being the saddest thing ever. It’s about Fry finding the fossilized remains of his dog and deciding to have it cloned, only to discover that it lived a long life. Fry figured the dog found happiness with another owner and decided against cloning it, but a flashback revealed that the dog spent all those years waiting for Fry to come home until it died of old age.

Page 7

– Ronnie James Dio was the epitome of the kind of metal rocker who sang songs about dragons and enchanted swords and shit. He was awesome.

– My favorite running gag from New Ultimate Edit is the Sagat Troll. There’s a certain troll who appears in various group shots who is bald and wears an eye patch, strongly resembling Sagat, the Muay Thai kickboxer from Thailand in the Street Fighter videogame series. You have to look around a bit to see him, but he’s on the bottom in the middle.

– Waldo makes an appearance.

Page 10

– We thought Enchantress was going to have a bigger role in the story, so we were giving her a gimmick of being a total kleptomaniac. This was going to lead to a song parody about her in the style of, “Where in the World is Carmen Sandiego?” but that got nixed.

Page 11

– Captain America and Valkyrie both make reference to Charlton Heston’s crazed, angry rantings from the end of Planet of the Apes, which takes place in front of the Statue of Liberty.

Page 13

– The Blade of Squenix is based on how large the swords tend to be in the Square/Enix games.

– Valkyrie calls her sword a “slicey stick”. She did the same in her fight against Thor back in the first Ultimate Edit.

Page 14

– Another appearance by Sagat Troll, talking about his hatred for Ryu for scarring his chest at the end of Street Fighter.

Page 15

– The troll uses the phrase normally tied to household animals/appliances from the Flintstones.

Page 16

– Tom Savini is a famous special effects guy who specializes in gory horror movies. You might recognize him as Sex Machine from From Dusk Till Dawn.

– Iron Man’s blasts look more like water than laser stuff, so ManiacClown suggested bringing up Blastoise, the water-shooting Pokemon.

Page 17

– I actually liked Iron Man 2 overall, but Zarda needed something to rage against. I still recognized a lot to criticize, so I used that.

– Iron Man mentions the lack of success with the animated Wonder Woman movie as why Zarda’s so angry. Zarda is based on Wonder Woman.

Page 19

– In the videogame Captain America and the Avengers, losing your last life brings up the continue screen along with a really cheesy voice yelling, “America STILL needs your help!”

Page 20

– No references here, but this may be my favorite page of all the Ultimate Edits. The facial expressions work with every single line of dialogue.

WEEK 3

Page 1

– The description is taken from the intro to Superfriends.

Page 2

– The board behind Valkyrie is filled with random nonsense related to DC characters that I made up. It’s in the style of Rip Hunter’s chalkboard, which has appeared in 52 and Booster Gold. A time travel expert, Rip would write a bunch of notes that are supposed to coincide with upcoming events. Because DC is DC, a good chunk of his notes never lead to anything and are forgotten about.

– I mention May 19th, which relates to one of the sillier wrestling storylines. WWE had its demonic wrestler Kane star in a horror movie called See No Evil and to try and increase interest, they made it so that the release date for it, May 19th, would inexplicably drive Kane into a murderous frenzy. It was very weird.

– I couldn’t help but put in that poster for Arnold’s hit holiday film JEENGLE ALL ZEE VAY!

Page 3

– So yeah, blatant references to Luke Cage’s catchphrase and Hank Pym’s history of hitting Jan.

– That newspaper headline isn’t edited in. That’s from the original, based on the first appearance by the Defenders in Ultimates 2. As mentioned, Valkyrie was originally attracted to Captain America in that story, but Loeb retconned it into Thor to make it fit with his version.

Page 4

– The opening narration is taken from the first verse of “Liar” by Henry Rollins.

– Nighthawk had injured his legs horribly when trying to play superhero, which basically makes him Millar’s prototype for Kick-Ass.

– Valkyrie gets her friends confused with the cast of Wizard of Oz.

– Fred Claus is a recent movie starring Vince Vaughn as Santa’s grumpy brother who has to put up with Santa’s success. Personally, I kind of dug it.

Page 5

– Valkyrie’s rant involves lyrics borrowed from Last Christmas by Wham.

– Sagat Troll appears again, talking about Sagat’s trademark move the Tiger Uppercut.

Page 8

– Opening narration is from the aftermath to the most amazing fight sequence from Anchorman where it’s discussed how Brick killed a man with a trident during the big free-for-all between newscasters.

– As part of the Squadron Supreme cliffhanger that JMS did before running away at full speed, Zarda took a bomb that may have been a nuclear device (it’s been a while since I’ve read it) and flew into space. Obviously, she survived. But tigers? Oh no!

– John Cena, the top guy in the WWE, has a finishing move called the Attitude Adjustment/FU, which involves holding the opponent over his shoulders just like Hawkeye has Carol. Then he flips them to the side and spikes them onto their back. “Rapadoo!” is what’s screamed before Cena’s theme song when he walks out. The other lines are different Cena catchphrases.

– Sabu is a wrestler mainly known for his time in ECW who normally remains silent and regularly points upwards as his trademark pose.

Page 11

– Mr. Potter is the antagonist from It’s a Wonderful Life.

– “Alvin’s hoop” references the famous “Christmas Time is Here” song by the Chipmunks.

Page 12

– In Hela’s dialogue, she namedrops the classic animated movie A Year Without Santa Claus.

Page 13

– Hawkeye’s taking joy in quoting the famous phrase from the Six Million Dollar Man.

Page 14

– Rise of Arsenal was coming out around this time, so of course Hawkeye had to rant about how bad it was. It gives archer superheroes who’ve lost their children a bad name.

Page 15

– ManiacClown wanted Cap to say that he found Hawkeye’s lucky bow on a stand labeled, “LUCKY BOW”.

Page 17

– “Kickstart My Heart” really is the perfect action sequence theme and I refuse to hear different.

Page 19

– “Arrow’d!” and “Ow! My skin!” are both taken from the first episode of Teen Girl Squad, as created by internet superstar has-been Strong Bad.

– Sagat Troll brings up a comparison to Sagat’s own chest scar and remarks, “Try again, kid!” That line is used in the first Street Fighter game and later became a Sagat quote for after he’d win his fights.

Page 20

– When writing this issue, we were having trouble figuring out Loki’s motivations. It was an 11th hour idea that if we’re making Thor Santa Claus, Loki has to represent Halloween. Aspects of it fit in really well with his character and it really helped solidify the overall conflict in the edited version.

Page 21

– That was the best onomatopoeia we could come up with for a record scratching to a halt.

Page 22

– After bringing up “Santa Claus is Coming to Town”, Valkyrie asks Cap to pull her finger, going back to their argument about jokes earlier in the story.

Page 23

– Thor speaks of Virginia, the girl who wrote to a newspaper about whether or not Santa exists, which led to the response, “Yes, Virginia. There is a Santa Claus.”

WEEK 4

Page 1

– I just had to play around with “Must Be Santa”, which is also pretty much the same as the “International Friendship Song” from Animaniacs. Hence the line, “Piece of Bread! Volstagg’s head!” It also mentions the casting of a black actor for Heimdall in the new Thor movie.

Page 2

– I don’t expect many to remember this, but I needed something for that first narration box. ABC’s Saturday morning cartoon lineup had a lot of creepy claymation intros and outros to the commercials. They’d play you out with “After these messages we’ll be riiiiiiiight back!” and later followed with “And nooooow back to the show!”

– Thor’s line that starts here and ends on the next page is from the SNL Christmas song “performed” by Jimmy Fallon, Tracy Morgan, Horatio Sanz and Chris Kattan.

Page 5

– “Merry Christmas to all… NOW YOU’RE ALL GONNA DIE!” is from the fitting Weird Al song “The Night Santa Went Crazy”.

Page 8

– Loki says he’ll face unafraid the plans that he’s made, much like in the song “Winter Wonderland”.

– Sagat Troll says that Thor is consumed by the “Satsui No Hadou”. In the Street Fighter mythos (yes, there is a Street Fighter mythos. Shut up), that’s the dark power that’s turned Akuma into a demon and momentarily empowered Ryu when he suckerpunched Sagat at the end of the first game. Since then, Ryu’s been trying to conquer his own inner demons so as not to become like Akuma. It’s essentially a fancy word for the martial arts version of the Dark Side of the Force.

Page 9

– Poor Zarda, still having nightmares about JMS abandoning her series at issue #7.

Page 10

– Loki mentions examples of certain movies that were Christmas-based slasher flicks.

Page 11

– Thor screaming, “JOY TO THE WORLD!” accompanied by a large bolt of lightning goes along with the line being used to celebrate the overly-excited Clark Griswold turning on his 250 strands of Christmas lights in National Lampoon’s Christmas Vacation.

Page 13

– This was mostly ManiacClown’s baby. He brought up the story of the All-Father Odin hanging himself on the tree Yggdrasil, which led itself to the term “All-Father Christmas” and the idea of being a living ornament.

Page 15

– “Ho, ho, ho! Who wouldn’t go?” is from the song “Up on the Rooftop”.

Page 16

– Being wailed on, Loki repeats, “She’s my sister! My daughter!” That’s from a pivotal scene in Chinatown where the main character Jake confronts a woman over the teenage girl she’s been secretly been taken care of. She kept changing her story back and forth, so Jake slapped her repeatedly until she yelled that the girl is both her sister and her daughter.

– Thor’s battlecries relate to the way Santa commands his reindeer, as well as Santa’s lone lyric in Rudolph the Red-Nosed Reindeer.

Page 17

– Slight “Deck the Halls” ref in there. Followed after by “Little Drummer Boy”.

Page 19

– Thor’s cry has similarities to the line from the end of The Grincho Who Stole Christmas, where he carved the roast beast.

Page 20

– Loki’s flashback really doesn’t jibe too well with what Hickman was writing in Ultimate Thor, but that’s more Hickman’s problem, since I imagine this story was written first.

– Thor’s ravings are attuned to Carol of the Bells.

WEEK 5

Cover

– Iron Man does Chris Jericho’s trademark Jesus pose while singing his theme song.

Page 1

– Based on “The End” by the Doors. ManiacClown wanted to record a full version of the song, but I couldn’t get into writing up full lyrics and it fell to the wayside.

Page 2

– There’s less than your usual narration in this issue and having Thor do it didn’t seem worth it. I couldn’t come up with a good angle for it like with Loki telling the history of the Christmas vs. Halloween war, other than a really forced take on Twas the Night Before Christmas. Pop-Up Ultimates, based on the 90’s VH-1 staple Pop-Up Video, seemed like the more interesting way to go. A lot of it was checking Wikipedia for random facts, like how “Loki” appeared in Venus long before Lee and Kirby’s take in Mighty Thor. And yes, I was actually able to find a site that listed Santa Claus’ first appearance in a Marvel comic.

– Thor’s excited battle cries are from the Warner Bros. cartoon Robin Hood Daffy.

Page 3

– Thor’s poem is based on Twas the Night Before Christmas. See? Got to use it anyway.

– Captain America is quoting Dirty Harry’s famous speech.

– ManiacClown’s obsession with Farmville comes through again.

Page 4

– Shanna and Ka-Zar discuss Monica Chang, a new Black Widow who appears in Millar’s Ultimate Avengers. She isn’t based on anyone in particular.

– Black Panther’s inner dialogue is from Batman: The Animated Series in a quote that Cartoon Network used to death in their Batman commercials back in the day.

– So Black Widow was originally a white woman with red hair, but got killed and is now an Asian woman. This is opposite to how the Ultimate version of Wasp went from being an Asian woman to being a red-haired white woman in Ultimates 3.

Page 5

– To better clarify, there was a story in Thunderbolts where Hawkeye went to Hell to save the soul of Mockingbird. He was fooled by Son of Satan into doing it as he ended up saving the soul of Patsy Walker instead.

– Gags aplenty about the song “She Blinded Me with Science” by Thomas Dolby.

– Captain America sort of quotes Al Pacino in Scarface.

Page 6

– Discussion is had about the comics J. Michael Straczynski has left high and dry over the last several years, especially Wonder Woman. Also mentioned is the way he spearheaded the belief that 616 Tony Stark is worse than Hitler due to suddenly becoming Jerk Supreme during JMS’ Civil War tie-ins.

Page 7

– Zarda wouldn’t have much of a problem with Thor’s rampage since she’s done far worse in Supreme Power and she wasn’t even angry about anything.

Page 8

– Pitch is a devil (sometimes confused with being THE Devil) from the bizarre Mexican movie from the 50’s Santa Claus. It’s mainly known for being featured on Mystery Science Theater 3000. Pitch is Satan’s minion and tries to corrupt children and cause trouble for Santa, warned that if he fails, he will be punished by having to eat ice cream.

Page 9

– “HERE COMES A NEW CHALLENGER!” is a staple of fighting games everywhere, usually associated with the Street Fighter series when another player joins in during single-player mode.

– “SKA-DOOSH!” is Po’s phrase of choice in Kung Fu Panda. I forgot all about that, honestly, and included it because it just sounds cool.

Page 10

– Stark mentions the “deus ex machina”, otherwise known as “god in the machine”, the label for when the antagonist of a story is done in by a force that’s introduced out of nowhere. Considering Stark himself is in a machine and the Hulkbuster armor is never even mentioned prior to this sequence, I have to wonder if this was a clever play on the concept by Loeb.

– The original page had far more horrible beating/Christmas puns from ManiacClown that had to be cut so that Tony could make some kind of point and move our version of the story forward.

– At this point, the narration blocks started to get too small to do any worthwhile Pop-Up Ultimates notes. It was short-sighted of us, so we did what we could.

Page 15

– Valkyrie’s first line rings similar to It’s a Wonderful Life. …No pun intended.

Page 16

– Valkyrie’s last words are godspeak for lyrics from “Frosty the Snowman”.

Page 17

– The narration box quotes Tom Kenny’s farewell announcement from any given episode of Powerpuff Girls.

– Ultimate Avengers 3 was a story about vampires attempting to take over the world. It proceeded to introduce a handful of characters for the sake of killing them, as well as killing the Russian Thor character Perun and the recently-created Nerd Hulk.

Page 18

– As mentioned in that day’s update, the miniseries Supreme Power: Hyperion, which takes place in-between Supreme Power and Squadron Supreme, includes a glimpse into “two years” into the future. In the future, Hyperion and the other superhumans rule the world with Nighthawk still working against them. Emil Burbank, the Lex Luthor of that world, becomes aware of this reality, which means he might be able to prevent it. Despite all the changes in the Supremeverse, writers have decided that the Hyperion-ruled future has to happen. In Chaykin’s ill-fated Squadron Supreme series, he ended it with all of his new characters losing their powers as well as Emil Burbank losing his game-changing genius. Nick Fury returned to the Ultimate world in Ultimatum and here we have Zarda returning to the Supreme world.

Page 19

– Captain America is working out to “Dare” by Stan Bush.

– Pretty much ripped off a scene from Family Guy where a convict stabs himself in the stomach out of curiosity and sadly says, “That really hurt! Is that what I’ve been doing to people?! I belong here.”

– The computer voice alerts “Here Comes Santa Claus”.

– Even though Jeph Loeb has been trying to have Thor talk like his 616 self ever since Ultimates 3 and Bendis has been nice enough to humor him, Thor’s dialogue is back to its normal self as of Ultimate Avengers vs. New Ultimates #1.

Page 23

– I wanted to go with the style of the final moments of any given 80’s summer party movie and “Nothing But a Good Time” by Poison hit me as the perfect soundtrack. It was either that or “Boys of Summer”. That also explains the random “wish you were here”-style postcard. ManiacClown recolored Hawkeye’s arrow to look like a hotdog.

Page 24

– The most sensible way to end the Ultimate Edit Trilogy had to be a “where are they now?” rundown, which is always a good comedy movie staple.

– Most regard Ultimate Captain America as being more John Walker (US Agent) than Steve Rogers, so I’m sure Ultimate John Walker would be more like Steve Rogers.

– Seriously, I would write the hell out of an Ultimate Thunderbolts series using the cast of Hawkeye and the Defenders.

– Thor brings new definition to “I Saw Mommy Kissing Santa Claus”.

Page 25

– Hawkeye is revealed to be the narrator of this issue, tying in with the weird talk earlier about quitting the Pop-Up Ultimates business to get into politics. Since this whole bit is mostly remembered for its use in Animal House, somebody had to one day become a senator.

– Zarda’s entry is based on Poochie from the Simpsons, a hated character added to the Itchy and Scratchy cartoons and written off in similar fashion.

– There’s talk of a Tony/Carol sex-tape and the possibility of it getting leaked. Tony laughs it off. I saved this one for last for the sake of tying into the very first panel of Ultimates 3, where the Ultimates watch the leaked sex-tape of Tony and Black Widow. Everything comes full circle.

Similar Posts:

• New Ultimate Edit Week 4: Day One
• Ho-Ho-Ho, I’m Hu-Hu-Hungry! Santa, My Pebbles!
• New Ultimate Edit Week 3: Day One
• So it just came to me…
• Ultimate Edit Week 4: Day One

Posted in 4thletter exclusives, Ultimate Edit Week by Gavok |