Meanwhile, inside the Weapon X compound, the combined forces of the X-Men, the Weapon X mutants and the Brotherhood are making short work of the guards. Col. Wraith is having coniptions, but Dr. Cornelius is more concerned about Xavier, who will wake up soon now that his neural clamps are offline. Wraith draws and fire three rounds into Xavier's chest. Cornelius is not happy, as he views Xavier as the safety valve without which the kids will surely kill them all. Wraith disagrees, and heads out to the choppers for a quick getaway.

Wolverine and Sabretooth continue to fight, but now Wolverine has broken his bonds and can fight back. Wolverine wonders why Sabretooth always volunteered for the missions the others needed to be brainwashed for.

Inside the compund, Beast hunts down Dr. Cornelius using his improved sense of smell. He finds the doctor attending to Xavier, and answers Cornelius's plea for help in saving the Professor. The two begin to work on removing Wraith's bullets.

Back at Weapon X, Blob is holding Wraith's chopper down,and the other mutants have herder most of the other soldiers into the canteen. Scarlet Witch tells Colossus to topple the structure on them. Juggernaut thinks Peter won't do it, but he's wrong.

In a nearby river, Sabretooth tries to drown Wolverine. It would have worked, too, except that Creed left Wolvie's hands free, so he gets his privates slashed by Wolverine's claws. Then Wolverine football tackles Sabretooth off a cliff that's a few hundred feet tall.

Back at Weapon X, Colossus tries to bring down the building, but he can't move his arms. Jean says she's stopping him - they can't resort to murder. The Brotherhood protests, and Rogue tries to touch Jean, but Iceman freezes her hand. He supports Jean, and in short order, so do the other X-Men.

Wolverine slashes Creed's face, but gets thrown into a tree for his trouble. 'Tooth replies he volunteerd for all the missions because he knows he's monster and accepts it - everyone else is in denial about themselves.

Outside the facility, Jean continues to say that they must truly act like homo "superior" and be above petty emotions like revenge. The X-Men stand down, and asks the Brotherhood to do so as well. Storm isn't happy about it, but Scott reminds her that killing people won't make Beast look human again. Ororo really flies off the handle then, and suddenly, Blob loses his grip on Wraith's chopper. Storm glows with energy and directs lightning at the helicopter, as Nightcrawler teleports away. Kurt gets into the chopper as it explodes. He appears a second later on the ground with Wraith, and says (translated by Quicksilver) that Weapon X had caused enough pain, and he didn't want to let Wraith turn Storm into a murderer. Wraith gets up and aims his pistol at the wiped-out Kurt. Shots rings out, but it's Wraith who goes down, courtesy of Nick Fury's sharpshooting.

Fury is backed by about six hundred SHIELD agents, but quickly tries to defuse the Brotherhood's instant attack mentality. Wanda doesn't want to trust another spook, but Wolverine walks out of the snow and tells everyone Fury's with him, and that Fury qas the guy who broke him out of Weapon X the first time. Peter asks about Sabretooth, and Wolverine simply mentions the swan dive off the cliff, and the fact that he woke up first.

Later, in the Mansion's infirmary, Jean checks in on the Professor, who's proud of the way the X-Men handled themselves, especially her and Hank. They can never resort to murder if they are to make the Dream a reality. Jean asks if he's disappointed that the Weapon Xers joined the Brotherhood instead of the X-Men, except Nightcrawler, who went home to his family. Xavier's not disturbed, and feels that Kurt will soon join them and MAGNETO there at the Mansion. Jean is confused, as she thought Xavier killed Magneto, but the Prof reminds her that they should never kill when other options are available. Jean starts freaking and demands an explanation, but the Professor has already drifted off to sleep...

Review: This final issue of the second Ultimate arc was unfortunately mostly disappointing, but I don't really know why. I think perhaps what bothered me the most was the art: normally I really like Derenick's work, but it just didn't work here. The Kuberts have established a very specific tone and look for this series, and it's very hard to get the right "feel" if it's not respected in certain ways. Not that every artist on this book has to be a Kubert clone, just that Ultimate X-Men has certain key elements in its art that are, IMHO (for good or bad) necessary. These include heavily active panels with extreme perspective, and a much stronger use of shadow (or at least shading) in the panels. Perhaps if Derenick would have used his no-ink tonal style his art would have come off better, but to me it just looked flat.

This is not to say that Derenick art is sub-par - on the contrary, his facial expressions and character depictions were great. I especially like seeing Beast with the small glasses he took to wearing in the MU (thought I would like to see a little more variation between the MU and the UMU). It's just that the pencilling style didn't fit with my mental image of what Ultimate should look like. In addition, the contrast between the parts Kubert did draw and what Derenick did only heightened this feeling.

The story itself seemed somewhat slow. I wasn't into the fight scenes at all, and there were definitely too many characters being used (or actually, being overlooked). Where was Mastermind? Where were Rogue and Juggernaut during the actual fight? Jugs got one line, and Rogue showed up only after the fact. I did like the fact that Wanda flew (don't know why I liked it, but I did) and her spouting her father's rhetoric like a real follower and heir. It does make me wonder how and why she will eventually join the Ultimates (which I believe is still Millar's plan). I also like Pietro's contributions of the German translation and the speed counting. It's just that the rest of the characters were almost completely ignored.

However, even given all this "negative" criticism, this issue was still pretty enjoyable for a variety of reasons. First, the fight between Sabretooth and Wolverine. The action itself wasn't so incredible, but their banter was really top-notch. You could see how Wolvie was just baiting Sabretooth from the start, and I liked the way these two "beast-men" carried on a fairly intelligent "conversation" while they were beating the stuffing out of each other. Trying to drown Wolverine was cool - as Millar said (in Creed's voice) "I can't believe no one's ever thought of this before." Well, OK it's been thought of by plenty of fanboys (and writers, I'm sure), but no one's ever actually put it in a story, to my knowledge. Cool to see how Logan got out of it, too - he'd really have to be completely unconscious, or strapped down by 2 or 3 guys for drowning to take him out.

But the end was the kicker, and made it all worthwhile for me. The funny thing is, the Monday before this issue I was just thinking: "You know, Magneto's probably not dead," and here we are in issue 12, and what do you know - he's not. Now whether Xavier has his mind only, or his body in cold storage somewhere is still a question, but it was definitely a good twist. Jean's reaction was also great. Really on target. Anyway, the reason I really appreciated this ending was because it made Millar's story structure clear, and I think it's a cool idea. This arc was Phase Two, as 1-6 was Phase One, and as before, we get a hint of something a little more sinister at the end of each arc, tying it all together as Xavier unfolds his great master plan, which may or may not be a beneficent one. It defintely makes you hungry for more, and that's always a good trick for a writer when doing a series. I know it worked for me.

So the only question is now, what's Phase Three? I can't wait to find out! Can you?