One of my biggest problems with the first issue of "Ultimate Comics Avengers 3" was the inking on Steve Dillon's pencils, saying "Lanning uses a very thin line that often disappears, causing Hollingsworth to overdo the coloring, giving much of the art a 'colored over the pencils directly' look." That look remains to an extent in the second issue, but it's not as problematic. It has more consistently solid and bold line work by Lanning. It's still distinctively his inking style, but adapted to suit Dillon's pencils more. If anything, watching Lanning adjust his style to fit Dillon's is an intriguing element that isn't often apparent in comics.

Dillon's pencils are also an improvement over the first issue, particularly a sequence where Nerd Hulk escapes from the Triskelion and is attacked by vampires. The layouts are simple three- or four-panel pages with bold images made even better by Dillon's ability to communicate emotions and inner thoughts through facial expressions. The visuals of a vampire in an Iron Man suit pounding on a geeky version of Hulk get the issue off to a good start and set the tone by making the vampires seem like a legitimate threat.

The opening scene between Nerd Hulk and Captain America is reminiscent of "The Ultimates" with Nerd Hulk showing all of the signs of Bruce Banner's self-delusion, while Cap walks a fine line between being polite by hiding his disdain for anyone that he sees as weak and reminding the clone of Banner that he thinks he's pathetic. That tension runs throughout the issue any time the Avengers show up, each member secretly, or not-so-secretly, hating everyone else for whatever reason. By putting them up against the unified vampire threat, Millar explores the idea that the lack of cohesion in the group is its biggest flaw.

Though Blade appears only briefly, his scene, threatening to turn the tub of water a vampire is sitting in to holy water, gets across the basic idea of the character, while also making the vampires' plan explicit: they want to convert superpowered individuals to make them unstoppable. It's a good hook for the story and gotten across well.

Despite these positives, this is a pretty slight issue. The premise is established, a couple of scenes are delivered, and it's over. That slow, sparse pacing has been a flaw with "Ultimate Comics Avengers" in previous stories and last issue looked like it had that problem out of the way for this story, but apparently not. What's here is well done by everyone, aside from a very lame joke involving Millar himself, but it goes by so quickly that it doesn't feel like a complete comic. It should be a great thing when everyone involved hits their stride, if that happens.