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Who takes this battle?

Fight takes place on the streets of New York, there are weapons in this fight, cars, poles, buildings, ext so throw them in the argument.

Ultimates:

Captain America is Steve Rogers - patriotic, nationalistic, and prone to violence (as are most of his teammates). He has more of a 1940s attitude than the original version did (even in the 1940s), which often makes him look reactionary. Rogers underwent six months of surgery and steroid treatment during World War II to become America's first Super-Soldier. At the end of the war in 1945, he led a mission to sabotage a prototype hydrogen bomb developed by the Nazis with extraterrestrial technology, and was thrown into the North Atlantic Ocean, where he was frozen. He remained in suspended animation until his body was rediscovered in the present day and revived, just in time to take the field leadership of the new government-sponsored superhuman force known as the Ultimates.

Nick Fury is the Ultimates' government liaison and head of S.H.I.E.L.D., the branch of the U.S. military devoted to metahuman threats (Hawkeye has stated its original purpose was to bring down the Soviet Union). General Fury is an African American (the original Fury was Caucasian) in this universe, but still wears an eye patch (due to an injury in the Persian Gulf War) like his mainstream counterpart. While Fury usually leads the team via a comm-link from their home base, he has occasionally joined the team on field missions, where he employs advanced spy technology (e.g. invisibility) to stay alive. He also makes various cameos throughout the Ultimate Marvel Universe, more so than the other Ultimates. His characterization and image is reportedly loosely based on Samuel L. Jackson by both Millar and Hitch.

Iron Man is Tony Stark, a billionaire industrialist, playboy and inventive genius who created the Iron Man powered armor. Stark has an inoperable brain tumor which will kill him anytime between six months and five years and wants to do something of worth before he dies. He is portrayed as an alcoholic, as he was for a time in the original comics. He has recently become engaged to the Black Widow, giving her a suit of armor as an engagement present.

Thor is a man who claims to be the exiled Son of Odin. He has built a cult of personality around himself with his preachings of a political conspiracy orchestrated by the New World Order. According to his dossier, he is an ex-nurse who suffered a nervous breakdown, spending 18 months in a mental institution. He appears to have super-powers which include flight, the ability to manipulate the weather, super-strength and also exhibits a degree of omniscience. He also wields the allegedly magical hammer Mjolnir, which can teleport objects into other dimensions. One of the mysteries behind Thor is whether or not he really is the Thor of Norse mythology. He refuses to be an official member of the team, which he considers pawns of the military-industrial complex, but offers to be on call anytime there is an emergency that requires his help. Mark Millar claims to have based the character loosely on conspiracy theorist David Icke.
T
he Hulk is Dr. Robert Bruce Banner, who attempted to rediscover the Super-Soldier Formula that created Captain America. Insecure and neurotic, he used an experimental version of the formula on himself and transformed into the mindless Hulk. In addition to being childlike and violent, the Hulk is shown to be not only a perpetually horny maniac with no morality or restraint, but a cannibal as well (In the Ultimate War issue of the Ultimate X-Men, he escapes and eats his six person nursing staff). As the Hulk, he is also virtually unstoppable, but easily manipulated. Banner was thought cured of his adverse condition, but recreated the Hulk because he was resentful about being surrounded by people with super-powers. Although not technically a member of the team, the Hulk was kept in isolation for safety reasons and was called on as a living weapon only as a last resort.
Giant-Man and The Wasp are Henry and Janet Pym, a married couple as they were in the original comics, but here they are emotionally and physically abusive towards one another. As in the mainstream comics, Henry Pym is a world-famous scientist, but the Wasp is secretly a mutant and much more wasp-like than the original. Giant-Man's powers are derived from hers, which was apparently a source of resentment to him.

The Black Widow and Hawkeye are Natasha Romanova, a former KGB spy and assassin, and Clint Barton, an archer with almost superhuman accuracy. They were originally part of the Ultimates' covert operations ("black ops" team, but were subsequently moved to public status after their backgrounds were falsified for public consumption. The Widow seems to have genetic or cybernetic enhancements. She also appeared to have a romantic interest in Tony Stark, but it was revealed in Ultimates 2 #9 that she was merely using him, and was in fact working as a spy against the Ultimates.

Quicksilver and the Scarlet Witch, are Pietro and Wanda Maximoff, a pair of mutant siblings. Pietro has the power of super speed, and Wanda can affect probabilities with her powers. Unlike the original mainstream versions of these characters, they have not abandoned their ties to Magneto's Brotherhood of Evil Mutants; they still believe in mutant supremacy. Because of their mutant status, they remain a part of the black ops section. They are often depicted touching each other intimately, which has led to fan speculation that the two share an incestuous relationship.Ultimates:

Ultimate X Men:

Professor X, aka Charles Xavier, is the wheelchair-bound founder and patron of the X-Men. He is an idealist and a pacifist, but certainly not above manipulating other's people's minds. For a while, he dreamt of creating a mutant society with Magneto. But then, Magneto had a falling-out with him, shot a steel rod through his back and severed his spinal cord. He is the ex-husband of Dr. Moira MacTaggert and had an estranged son named David with her. Other relationships included Emma Frost and Mystique. It is constantly hinted that he subtly uses mind control to make his X-Men follow him.

Colossus, aka Piotr Rasputin, reluctantly worked as an arms smuggler for the Russian mob before joining the X-Men. He is hinted to be a closet homosexual and in love with Wolverine. In the comic, this is never explicitly confirmed, but behind the scenes, writer Mark Millar stated he had brought in "a gay Colossus" . Recently, he went to a dance with openly-homosexual Northstar, strongly hinting that he finally had his coming out.

Cyclops, aka Scott Summers, is the boy scout-like X-Men field leader. Shy and aloof at first, he had to learn to be a leader. He clashed with his teammate Wolverine for the love of Jean Grey. The animosity between them came to a head when Logan tried to kill him, but Cyclops survived. At first, he pummelled his rival and kicked him out of the team, but finally forgave him and took him back in. He has won a whole lot of self-confidence and is currently the unrivalled field leader of the X-Men. Jean and Scott are a steady couple.

Iceman, aka Robert Drake, was the youngest member of the original team. He is a hotheaded youth in the throes of puberty, but loyal to the X-Men's cause. He is the only one of the "senior" members who is sometimes held at the mansion during the more dangerous missions.
Marvel Girl, aka Jean Grey, is outgoing and foxy, but also very responsible young woman and is the inofficial second-in-command behind Cyclops. It has been hinted that she is the reincarnation of a "Phoenix god", and when her powers erupt, they form the halo of a phoenix around her. She occasionally has difficulties controlling her vast powers, a point which will be - with little doubt - one day expanded into the Ultimate version of the Dark Phoenix Saga. After an affair with Wolverine, she began a steady relationship with Cyclops.

Storm, aka Ororo Munroe, started as an angry, streetwise Harlem girl who was an illegal immigrant from North Africa. She was a petty thief before changing her ways and joining the X-Men's cause. She was the girlfriend of Henry McCoy, aka Beast, whom she admired for his wit and intelligence. His death at the hands of the Sentinels was hugely unsettling to her, and caused her to adopt a darker edgier costume and hairstyle (similar to the way the mainstream Storm adopted the new punk look). She has since dabbled in an on-again-off-again romance/friendship with Wolverine.

Wolverine, aka "Logan", was turned into an amnesiac, emotionless killer by Weapon X. He resurfaced as the cold-blooded elite assassin of Magneto and infiltrated the X-Men to kill Professor X. However, the X-Men's open acceptance of him and Professor X's commitment to mutant-human peace were inspirational to him, and he turned against Magneto. He initially retained some of his animalistic killer instinct, even trying to kill Cyclops when he became the boyfriend of "his girl" Jean Grey. But after Cyclops eventually forgave him, he became a much more responsible, brooding character who hungers for his lost past. Captain America recognized him as James Howlett, a Canadian commando who fought alongside him in World War Two. They called him "Lucky Jim" because he always survived no matter how badly shot up he was. Later Wolverine learned that he was once married, but no more has been revealed. Wolverine once made out with Storm, but quickly shot this relationship down. However, there are signs that the last word on this has not been spoken yet.

Angel, aka Warren Worthington III, is the shy but very handsome (Kurt Cobain like) winged child of the millionaire Worthington family. He also engaged in a relationship with Dazzler, the punk rock star. Recently, Professor X took him from the X-Men roster and moved him to Emma Frost's group. However, Xavier plans to use him as a spy in that group.

Dazzler, aka Alison Blaire, is a tough-as-nails punk rocker who wears slashed clothing, is covered with tattoos and piercings, and notorious for her foul language. She was the steady girlfriend of Angel. But in a rebellious attept to free alleged murderer Lorna Dane in the Triskelion, she was stabbed and put into a coma by Yuriko Oyama, a.k.a. Lady Deathstrike.

Nightcrawler, the Bavarian mutant Kurt Wagner, was forced into the Weapon X program, just like in the movie X2. But in contrast to other prisoners like Rogue, Sabretooth or Juggernaut, he never gave up his deeply held moral values (although he shot several Weapon X guards in self-defense). He is the only junior mutant who regularly supports the senior team. In contrast to the mainstream version, he is not shown to be overtly religious. In addition, he is uncomfortable about Colossus' uncertain sexual orientation.

Rogue, aka Marian, was also forced into the Weapon X program. When she was liberated, she first joined the Brotherhood of Mutants, but changed sides when Magneto caused a nuclear explosion. Recently, she left the team in the company of Gambit, but rejoined after permanently absorbing his powers during a battle with the Juggernaut (in which Gambit died). She now has red-on-black eyes, speaks Cajun English and has shown signs of multiple personality disorder.

Shadowcat, aka Kitty Pryde, is a very young but dedicated X-Man. She is a bright Jewish girl and always wears a Star of David necklace. In Ultimate Spider-Man Annual #1 she began dating Peter Parker, better known as Spider-Man.

If the Ultimates have the full support of SHIELD (as is usually the case), they win easily.

If it's just team vs. team the X-Men will certainly win more often than not.

Just teams, the X-Men take this. The Ultimates don't have a good telepath...Xavier would just shut down more than half of them, and no one's really capable of hanging with Colossus strength-wise.

with the help of shield, ultimates win. Withou shield, it might boil down to colossus vs hulk. The ultimates didnt have the hulk when they went against the x-men in ultimate war. Can xavier shut down the hulk? if he can, i dont see anyone stopping colossus and jean grey.