It's the future. The Avengers we know have all retired or died. Their successors are lounging around their high-profile headquarters, waiting for something to happen, and something does. The bomb from overhead kills them all.

And Henry Pym, an aging hero (formerly Ant-Man and Giant Man) who's given up his bygone glories to seek a cure for his increasingly diminutive wife, Janet Van Dyne (The Wasp), gets an unexpected visitor -- Ultron 59, direct descendant of a reoccurring Avengers foe created long ago by Pym. Ultron seeks his "father's" destruction, along with all of the other heroes who have opposed him, and he challenges Pym to gather allies and face him for one final battle.

On Ultron's side are the time-striding Kang, Oddball and the vile Grim Reaper. Pym and his wife recruit a team of peers -- the Human Torch of the former Fantastic Four, the mutant Cannonball, the blind archer Hawkeye and his acrobatic wife Mockingbird -- as well as members of the next generation, such as Hotshot, Bombshell and Jessie, daughter of the missing She-Hulk.

Along the way we learn the unpleasant fates of other Marvel icons such as the FF's Reed Richards and the Thing, the Scarlet Witch, Tigra, Hercules, Thor, Wonder Man, the Hulk and even major bad guy Doctor Doom. Only Peter Parker, once Spider-Man, seems to have found a happy ending for himself, even if he has lost his sense of responsibility and courage along the way.

After a long set-up, the fight itself is almost anti-climactic. There's a lot of death on the field, but it never slows the witty repartee that is the hallmark of a Marvel hero. And the various conclusions which occur seem a little too abrupt, like maybe writer Peter David was told at the last minute to cut several pages from the tale.

The Last Avengers Story is good storytelling, but it doesn't quite hit the mark it was aiming for. DC would do it much better the following year with the thrilling Kingdom Come. But where The Last Avengers Story has its flaws and shortcomings, it also has its strong suits. The characterizations of heroes and villains old and new are fleshed out extremely well in the limited space provided. While some of the outcomes in the battle itself are too abrupt for much impact, David hits home with some of his flashback vignettes.

Artist Ariel Olivetti also missed the mark on this one. There isn't a bright moment in the book; everything is dark and rough-edged, with characters painted in overly dramatic, awkward poses which evoke chuckles from supposedly serious scenes. Olivetti has also managed to make almost all of the characters, good and bad alike, ugly.

The Last Avengers Story is worth picking up for fans who enjoy alternate futures, grim endings and possible fates of popular characters. The story is good, but not great; I'd suggest checking out Kingdom Come or Marvel's own centerpiece, appropriately if unimaginatively titled Marvels, before giving this one a try.

[ by Tom Knapp ]