Among the changes in these Ultimate Incarnations:

• Tony Stark, a.k.a. Iron Man, is still an industrialist playboy (though a much more irritating one: barely a chapter goes by when he doesn't rub his wealth & sexual successes in someone else's nose); in place of the heart condition that originally spurred his invention of that shiny suit of armor, Version Ultimate has a brain tumor;

• Bruce Banner, The Hulk, is presented as a pathetic pimply nerd, whose transformation into the jolly green giant comes from his unsuccessful attempts at replicating the Captain America super soldier formula - not the act of heroism that originally resulted in his getting bathed by gamma rays; as the story begins, he supposedly has his Hulk self buried & controlled, but as soon as we read this, we know that won't be the case for long;

• Banner's love, the formerly mousy Betty Brant, is a bitchy p.r. flak who never misses an opportunity to snipe a malicious comment at Bruce's expense;

• Hank Pym, Giant-Man, is a prozac-popping depressive, jealous of everyone else around him (including, seemingly, the Crumb-like Banner!);

• Janet Pym, The Wasp, is an Oriental American hiding the fact that she's a mutant; she's almost as prone to emasculating put-downs as Betty (reads like Millar's working on some is-sues here), which'll spark a devastating domestic confrontation in the book's last chapter;

• Thor is an ex-nurse who "discovered" he was the God of Thunder after a severe nervous breakdown; the full nature of his powers is unclear, but he still has that big nasty hammer; an anti-globalist, Thor resists officially joining the Ultimates because he doesn't want to be a slave to the military-industrial complex;

• Jarvis, the loyal British butler long a fixture at Avengers Mansion, is a sardonic poofter (well, of course he is: he's British, isn't he?); at one point, he gives up a gathering of other butlers ("Aren't you supposed to be going to the club tonight with Alfred and all those other old degenerates?" Stark asks) for the opportunity to surreptitiously ogle Cap & Thor;

• Nick Fury, head of the ultra-secret intelligence outfit S.H.I.E.L.D., is black, though that doesn't seem to have made any difference to the character.

As for the full-blown Ultimates, the group's been bankrolled by S.H.I.E.L.D. to assuage public anxiety arising after two assaults by the Hulk & X-Men nemesis Magneto occurred in earlier Ultimate titles. (Like the original Marvel Universe, this series strives to maintain a sense of internal consistency & connectedness.) They're presented to the public w./ all the pomp of a new Windows Operating System (in this, Millar's take on superhero groups & publicity is comparable to Peter Milligan's X-Statix). They even get to hobnob w./ George W. (standing in the background: an extra holding an oversized pretzel), who asks a recently revived Captain America his verdict of the twenty-first century. "Cool or uncool?" the pres says. Saluting, the red-white-&-blue patriot states that it's definitely cool.