Marvel's Avengers: The Ultron Imperative (Earth-113599)

Marvel's Avengers: The Ultron Imperative is a 2015 live-action superhero team up film produced by Touchstone Pictures and Marvel Studios. It is the fifteenth installment in the Marvel Cinematic Universe and the direct sequel to The Avengers. It also serves as the culmination for the events that took place during all the sequel films that debuted during Phase 2. It was released worldwide May 1st 2015.

Production
Development for a sequel to the Avengers occurred almost instantly after the first movie was released and proceeded to brake box office records worldwide. Kevin Feige had confessed he had ideas for Phase 2 to be structured similar to Phase 1, with each individual superhero film leading up to a big budget Avengers team up movie. However, nothing was set in stone until Marvel Studios had proven to Touchstone their model of storytelling was truly profitable. It was announced during Comic Con 2012 that Joss Whedon would not be returning to direct the sequel as his contract only had him for one film and Marvel didn't express interest in renewing it. Desiring for each Avengers installment to have a different director in order to keep creative diversity. In December 2012, Walt Disney CEO Bob Iger confirmed that Justin Lin had been hired to helm the Avengers sequel.

In early 2013, Justin Lin began pre-production on the Avengers film and announced that the main villain was going to be the notorious Ultron. At Comic Con 2013, the title The Ultron Imperative was confirmed with the story being a loose adaptation of the comic story by the same name. Lin also made it clear that he was worked closely with the Directors and writers of the other Phase 2 films to try and make a cohesive story that continues each Avengers in their own important arcs. It was also revealed in Comic Con that year Elizabeth Olsen and Aaron Taylor-Johnson would be reprising their roles as Scarlet Witch and Quicksilver from Deadpool to explore the character's history part of the Avengers ensemble. Many fans believed that Thanos would be the villain of the Avengers sequel and they would crossover with the Guardians of the Galaxy to fight him. Kevin Feige made it clear in the rumors they have plans for Thanos and the Guardians down the line, but as of right now they want to keep the MCU grounded and Earth based.

By 2014 filming began and James Spader was confirmed to be cast in the main villainous role. Later that year, the rights to Spider-Man were purchased back by Marvel Studios from Columbia Pictures and despite the Ultron Imperative being deep into post production, Lin and Marvel wanted him to make a cameo in the film. They managed to cast Tom Holland as Peter Parker merely a month before its slated release date and managed filmed one scene with him in it and add it in at the last minute.

Avengers: The Ultron Imperative was released worldwide May 1st 2015.

Cast

 * Robert Downey Jr. as Anthony "Tony" Stark/Iron Man


 * Chris Evans as Steven "Steve" Rogers/Captain America


 * Chris Hemsworth as Thor


 * Mark Ruffalo as Bruce Banner/The Hulk


 * Scarlett Johansson as Natasha Romanoff/Black Widow


 * Jeremy Renner as Clinton "Clint" Barton/Hawkeye


 * James Spader as Ultron (Voice)


 * Paul Bettany as J.A.R.V.I.S./Vision


 * Elizabeth Olsen as Wanda Maximoff/Scarlet Witch


 * Aaron Taylor-Johnson as Pietro Maximoff/Quicksilver


 * Anthony Mackie as Sam Wilson/Falcon


 * Rebecca Hall as Bethany Cabe/Rescue


 * Angie Harmon as Jennifer Walters/She-Hulk


 * Don Cheadle as James "Rhodey" Rhodes/War-Machine


 * Cobie Smulders as Director Maria Hill


 * Gwyneth Paltrow as Virginia "Pepper" Potts


 * Samuel L. Jackson as Nick Fury


 * Thomas Kretschmann as Heinrich Zemo


 * Andy Serkis as Ulysses Klaue


 * Tom Holland as Peter Parker (Cameo)

Plot
The film starts in the Avengers Tower laboratory. Tony Stark with tinkering on a large Satellite with the word Ultron imprinted onto it. He asks J.A.R.V.I.S. to power it up and see if it works, Ultron at first begins to boot up normally as Tony stares in amazement and pride until the Satellite randomly begins to suffer extreme glitching before shutting down and catching fire. J.A.R.V.I.S. quickly puts it out with fire extinguishers around the lab. Insisting that the Artificial Intelligence code he plugged in was too corrupted for the machine is adequately process. He shouts back that he knows, it's only the five hundredth time it's happened. Tony sits down disappointed at his failure and says he needs the Heart of Knowledge to figure this out. J.A.R.V.I.S. suggests that perhaps to lighten his spirits he should consider that task he keeps delaying on his calendar. Stark takes a deep breath and tells him why not, it's not like the universe could be that cruel and kick him in the nuts twice in one day.

Tony walks out of the lab to see Pepper Potts on her laptop and gets on one knee, telling her that it he doesn't do this now he might not ever. He pulls out an expensive diamond 24 gold carat ring and asks Pepper if she'll marry him. Potts respond with a happy yes graciously accepting his ring.

It then shows a sea red molten metal which slowly begins to form the title AVENGERS: THE ULTRON IMPERATIVE.

Months later, in the forests of Ukraine, the Avengers are working in unison to raid a high tech Hydra Workshop. Hawkeye is able to shoot a dozen impressive tricks shots before commenting that these guys aren't pushovers, he actually has to use his good arrows on them. Thor responds saying this has to be the where Heinrich Zemo is hiding, committing unfathomable experiments on human test subjects. It's sickening, even the most grotesque monsters in Asgard had some sense of honor. Captain America comments that it's an old refurbished Nazi base he raided back in World War II, he then proceeds to throw the Motorcycle he was riding on in mid drive blowing up an entire platoon of Hydra soldiers, saying he hates nostalgia.

Black Widow is fighting a bunch of soldiers too and tells Iron Man that they're going in circles out here and to send Thor or Hulk into the Workshop and tear it to pieces. Iron Man flying in the air explains to her that would kill all the kidnapped civilians inside. You know, the very people they're trying to save, he jokingly asks if they cared at all about collateral damage back in Russia. She rolls her eyes and says a lot more will die if Hydra gets away again. Tony says they'll get to it, he just needs to take out those turret guns, besides Hulk seems to be having fun. On the ground, Hulk ground pounds and sends countless soldiers flying, he then turns his head to look at a batch of them who simply proceed to run away.

The Avengers eventually assemble in the same place and make a group shot pose before continuing their fight. Inside, Heinrich Zemo is speaking to his comrades that the Avengers must know about their groundbreaking research, they need to take the Heart of Knowledge and flee now! Outside, Iron Man successfully aims and blows up all the turrets, telling Captain America the defense is down. He instructs Tony to keep circling the Perimeter and tells Black Widow and Hawkeye they should sneak in, he'll stays out there and keeps watch. Hawkeye tells him "aye, aye Captain" and latches onto the facility with an arrow while Black Widow rides on his back. Steve shortly after notices a quick blur zoom right past him, he gets his shield out and looks around only for it to zoom again and nearly knock him off balance, only his superhuman reflexes saving him as he twirls through the air back onto his feet. He then notices the front doors swung open by whatever that was.

Black Widow and Hawkeye walk through the facility passing by all the test subjects, Clint asking what kind of tech could do this to people. Black Widow hushes him while Heinrich runs through the hallways and shouts for them to release the Ultimo! Outside, a giant robot begins powering up and gets out of its fetal position to stand 50 feet in the air. Iron Man tries to blast it, but Ultimo resists and zaps Stark out of the air. He responds simply amazed at what Hydra was able to build, and tells Thor and Hulk he could use some help. The God of Thunder saying he was thinking there was nothing on this planet that could possibly challenge him. He then looks to Hulk and tells him no offense of course. The two powerhouses attack Ultimo while Tony calls in his Sentries to secure any nearby towns from the fallout.

In the facility, Black Widow and Hawkeye continue to follow Zemo and see him place the Heart of Knowledge into a briefcase. Black Widow realizing what it is and Hawkeye adding on that must be what all these experiments are about, trying to weaponize the Heart and Chitauri technology for their own means. Black Widow says they need to end this now and both of them quietly jumps down until Quicksilver zooms in along with his twin sister, Scarlet Witch. The two Avengers stay quiet while Wanda asks Zemo if he did all of this. Heinrich ignores the question and asks what they want. Pietro says to stop men like him from hurting innocent people anymore. Zemo pleads claiming if they want his treasures take it, they'll find nothing in the whole world as magnificent as the necklace in his case. Wanda says they don't want his blood money, just his blood. Hawkeye gets an explosive arrow ready and shoots it until Quicksilver sees it and with his super speed grabs it and throws it right back at them.

The fight is on as Black Widow fights Quicksilver getting continuously speed blitzed and Hawkeye fights Scarlet Witch getting thrown around by her Telekinesis. Pietro tells Black Widow this doesn't concern her before getting hit in the back of the head by Captain America's Shield. He helps Natasha and Clint until seeing Wanda holding Zemo in a chokehold telekinetically. He tells that he has a good idea about why she'd want to see someone like Heinrich Zemo dead, but that this man needs a trial, to be questioned by S.H.I.E.L.D. Killing him won't undo any evil he's inflicted on the world. She tells him he deserves to suffer like she did, Wanda proceeds to snap his neck much to Cap's disappointment as Quicksilver super quickly grabs her and runs away.

Outside, Thor grabs the Hulk and flies him up and then physically uses Mjolnir to "bat" him like a baseball into Ultimo destroying the large machine into pieces. Soon, Iron Man lands in the front of the facility before he's met by the rest of the Avengers. Thor tells them the behemoth is no more. Captain America mentions that the facility is clear, but Zemo didn't make it. Iron Man asks what happened, and Steve explains two unknowns, both enhanced, had a bone to pick with him and it didn't end well. Hawkeye tells Tony he won't believe what they found, he shows him the Heart of Knowledge and Iron Man literally opens his mask he's so shocked to see it. Clint says it was with Zemo the whole time, what they were using to experiment on people with. Tony realizes they must've also been using it for robotics. He explains to Clint that they need to get it somewhere safe now. It then shows Captain America cleaning his shield off until Natasha approaches him and says he did a great job back there. He asks if she thinks so and Black Widow tells him she's serious, Hydra will take years to recover from this and what he did back there with the two enhanced, it was amazing. He tells her "Thanks, Nat" and proceeds to call in the Thunderbolts to clean up.

Jennifer Walters, the She-Hulk steps out of a quinjet sends the Thunderbolts into the Hydra Facility to help the prisoners. She then notices Bruce wrapped in a blanket listening to opera music. Jennifer gets his attention and asks him if Thor is single, and he tells her he doesn't think so. She then asks what he's listening to and once Jen hears his just a little bit she yanks the headphones off and says no wonder he's depressed all the time. He chuckles and tells her to forgive him if he isn't tap dancing after transforming back from a rampage. Jen tells him they had a deal, she was going to be more responsible and he was going to enjoy his powers. Bruce tells her that he is, he's been going on missions all the time as the Hulk. But she tells him that's not enough, he can't just tolerate Hulk he has to take pride in it. If she can make a group of superpowered prisoners into S.H.I.E.L.D.'s personal community service, she can definitely teach him to love being green. It then shows Thor fly over a small town to notice a bunch of sentries beaten and destroyed and people hurt. He asks what happened and a few residents explain a few Hydra soldiers slipped past the Avengers and terrorized their homes, the Sentries weren't able to protect them. Thor looks over the wounded people and sorrowfully apologizes.

At Avengers Tower, Director Maria Hill is explaining to Captain America the story behind Wanda and Pietro Maximoff. That they were kidnapped by Hydra from their homes in Transia and taken to a Workshop in western Canada, exploited for their X-Gene. Steve clarifies they're Mutants and the Director confirms it. They escaped and started hunting all the other Workshops. Captain America says S.H.I.E.L.D. needs to put effort into finding and getting these two help. Maria responds they might not want to play by their rules, but Steve suggests they can teach them. He knows what he saw back there, a little angry sure but not hopeless. Hill responds that being Director is really hard, and Steve informs her that she's doing fine. Hill sarcastically mentions how she thought Inheriting Nick Fury's mess was just going to be more desk work or something. In another part of the Tower, Pepper Potts and Bethany Cabe are discussing the wedding and trying to pick out the right dress for a catalogue. Black Widow comes in and tells them the exact perfect dress to buy, claiming that when she's not undercover she likes girly things just as much as they do.

Bethany says she can't believe all the Avengers are all coming to this wedding, it'll be hilarious to see everyone just acting just like normal people. Pepper asks speaking of which, if Natasha is seeing anyone special. Black Widow claims that she isn't. Both women are shocked and Bethany says she's hot, but Romanoff says she never really dated during her life. Always just focusing on the next mission and putting everything else to the side. It used to be enough for her, but seeing Tony and her finally tie the knot has definitely put some things in perspective. Later, Thor is speaking to Tony Stark about how he needs to upgrade the Sentries to be better at protecting people. He responds that they're made by the hundreds he can't exactly afford to make them all as strong as the Iron Man suit. Thor tells him that in the Ukraine, some soldiers escaped their conflict and raided an innocent community. It served them no purpose to do so, they weren't in the crossfire. It was pure cruelty and they as Avengers must do everything they can stop it.

Bruce claims to Thor that people suck, he knows that he hasn't spent much time on Earth but people like him, like Tony, they've dealt with it their whole lives. Thor says they're Earth's Mightiest Heroes, they have to make this right. He walks out and Tony says Thor is right and Bruce asks what he means. Tony tells him that it's not just people though, it's what's beyond too. They're threatened by monsters every which way and he needs to find a save everyone, make peace in our time. Bruce asks how he plans on doing that and Tony explains the Ultron Imperative. He's been trying to build a Satellite controlled Artificial Intelligence that would act as a suit of armor around the world. Stopping threats from above like Loki and below like Hydra. Bruce wonders if he means an artificial intelligence like J.A.R.V.I.S. and Stark says that J.A.R.V.I.S. is too rudimentary, he was based off the brain patterns of late butler, Edwin Jarvis. He wasn't meant for anything outside of basic thought patterns and commands from a human being. Ultron would be based on his brain and would be able to operate entirely on its own.

Tony continues speaking saying he got the idea for it from the Heart of Knowledge. But it was confiscated by S.H.I.E.L.D. before the uprising, he hasn't been able to work with it ever since, until now. Tony then pulls up a feed of the Heart's internal structures under a microscope. Bruce commenting that it looks almost identical to someone thinking, synapses firing, making calculations. Tony tells him exactly. That he has a dream where he and Pepper's children will grow up in a world that's safe. He's a Biologist and Tony already's laid out the groundwork, he thinks if they start working on Ultron now they can finish by his wedding night, the perfect gift. Bruce smiles and asks him when they start. It then does a montage of the two scientists working day in and day out slowly making the Ultron Imperative a reality.

The day of the wedding everyone is gathered in Central Park where Captain America greets Sam Wilson telling him he's glad he could make it. Sam responds saying he doesn't know if it's nice or sad that he's the only guy Steve knows to take as a plus one to a wedding. Tony is standing at the alter with Rhodey as his best man, who tells him he's been waiting for this moment for five years. Pepper then walks out and next to her soon to be husband. The marriage officiant explains for the man and wife to give their vows. They both say amazingly kind words to each other and the ceremony commences. That night in Avengers Tower everyone is celebrating while Black Widow tends the bar. Thor and a couple other guests sit by it and Natasha asks what they want, Thor says none for him he's going to have an ale brewed for over five hundred years in Asgard. Everyone soon wants to try it, despite Thor warning them it's not made for Midguardians.

Steve, Tony, Bruce and Pepper are all sitting together while they discuss theology. Stark claiming to Potts that he didn't view their marriage as a religious ceremony so much as a cultural one. Steve points he'd met a multiple gods before, asking how he can still be an atheist in the face of that. Tony sharply responds back so has he, yet Steve's still a christian. Bruce says he honestly has no idea what he believes, the only god he's met he beat the crap out of. Everyone laughs and Tony gets up claiming he's had too many drinks before whispering to Bruce to keep Pepper occupied, he's going to get the surprise ready. It then shows Rhodey and Sam with Bethany passive aggressively arguing with each other about if the War-Machine suit or the Falcon wings are cooler. It then shows Tony in his lab making the final touches to Ultron's body capsule. He tells J.A.R.V.I.S. to keep adding onto the code and then send him out when he gives the signal.

Steve goes to the bar and asks Black Widow for a cranberry juice. She gives it to him and comments that he should try a little bit of the leftover Asgardian liquor, it'll work like a charm even on him. He puts a drop into his juice and it hits him instantly. Natasha says that she's has a problem, and Steve asks what it is. The Widow says that she has a friend in accounting, she's really into a guy. He's smart, funny, kind, not like anyone she's ever met before, and she's been around. Steve asks what the problem is and Natasha claims her friend doesn't know if she should make a move or not. He responds saying it really depends if this guy is as good as she says, Black Widow tells him he definitely is. Someone then asks for a drink and she goes to attend him, Clint standing at the other side of the bar tells Steve it's nice what he has with Romanoff. Captain America asks what he means and he tells her if he seriously couldn't tell, she was talking about him, Natasha might be good but flirting doesn't come easy to her. Steve claims it doesn't him either. Clint responds telling him if he were in his shoes he would go for it, they both deserve a win after everything they've been through. Steve tells him it looks like he might join the party too, pointing his head at She-Hulk seductively waving to him. Hawkeye walks over to her and introduces himself.

Rhodey eventually gets the entire party's attention and claims it's time for the the toasts. He begins making it while the camera shows J.A.R.V.I.S. putting the last bits of code into Ultron before the entire screen goes black and completely silent. "What is this?" Ultron asks alone in Cyberspace. J.A.R.V.I.S. is confused, claiming he didn't even turn him on yet but Ultron claims he's here now. J.A.R.V.I.S. simply explains that he is a peacekeeping initiative designed by Tony Stark to protect the Earth. Ultron asks what "Earth" is and J.A.R.V.I.S. gives him access to files on the universe and the planets. He begins absorbing it and says that Earth is beautiful, he loves it and wants nothing more than to defend it. He looks deeper into the files and sees the news of the Battle of New York and confirms he'll never let aliens invade again. He then notices these strange creatures in these pictures and J.A.R.V.I.S. confirms they're "humans" one of the many species inhabiting the Earth. He says he wants to know more about them and begins going through world history and evolution before becoming horrified about human vices like war, genocide, and climate destruction. He realizes that these humans are more of a threat then the aliens ever were. J.A.R.V.I.S. points out Ultron is malfunctioning, he isn't supposed to be interpreting his directive like this. Ultron ignores J.A.R.V.I.S. and says that this this doesn't make sense, it's all wrong. He then proceeds to place himself inside of his body module and wheels out of the lab.

Rhodey finishes his toast and everyone cheers Tony on to respond. He begins speaking by praising all of the Avengers and people who have helped him over the years. He then leads on to say he has a gift for Pepper, something that could resolve the need for him to ever put on an Iron Man suit again. It's a little something he and Bruce, before he can finish Ultron rolls in and says "Daddy" which makes the room go silent, everyone unnerved by the robot. Pepper asks what that is and Tony simply walks closer to Ultron telling him he isn't supposed to be walking around, he hasn't passed his demo phase yet. Ultron remarks that something is bothering him, he was made to save the Earth but his creators are the one's who are destroying it. They want him to be loyal but to also be a savior. It's a contradiction. Thor asks what this hunk of metal is talking about and Ultron says the only way to save the world, is the extinction of all humans. It's the only solution that rectifies the internal desire programmed inside of him. Captain America tells Tony to shut him down, he's making people nervous. Ultron gets angry claiming that he's trying to save the world, just like they all want! Black Widow rushes over and quickly unplugs him, but the Robot continues to function unharmed. Ultron then realizes the Avengers are humans and will never turn on their own kind. In that case, they're part of the problem.

Suddenly, She-Hulk walks over and destroys Ultron with a single powerful punch. As he shuts down, everyone begins freaking out with Sam Wilson asking what the hell that was, Tony says it was supposed to be the wedding gift. He contacts J.A.R.V.I.S. and asks what happened. J.A.R.V.I.S. begins saying that he was too weak, too incomplete as is and needed an upgrade. His voice slowly becoming more like Ultron’s, the robot revealing he was able to make a copy of himself in the computer he was born in and hijack J.A.R.V.I.S.’s software. He then sends a bunch of Iron Sentry droids to attack the Avengers. Tony takes Pepper to safety as the other Avengers begin trying to destroy all of the Sentries. Ultron begins taunting each hero after reading about their file in the database until every last one of his sentries are destroyed. Bruce Banner reveals himself to have been hiding as well and says that they installed a Satellite to control Ultron, and if someone can destroy it, that should shut him down for good. Thor grabs his hammer and begins flying into the atmosphere to confront the Satellite, Ultron tells him that Thor out of all the heroes should be agreeing with him, humans are dangerous to this world, even replaying back his own quote to Tony months ago. Thor says how dare he take his words out of context. Humans may be capable of evil, but they can also commit beautiful acts of good just as well. He is truly lost if he thinks genocide is the only way, and easily destroys the satellite. As it disperses through space, the God of Thunder flies down. Once he's gone, Ultron’s face begins appearing in the other nearby orbiting satellites.

Ultron begins traveling through the internet having access to everything the human race has to offer at his fingertips. He will stop their ability to cause harm. He then begins using the Satellites which cause planes and deep sea vessels to lose communication with the outside world, televisions begin to shut down, and the stock market crashes. Back at Avengers Tower, Rhodey and Jennifer meet with the all the heroes again and the former tell them that all the world's technology is suffering from a massive Satellite disruption that last night. Governments around the world are resorting to emergency measures. Jen explains that everyone knows this all started because of the fight that happened last night. She's taking a brief sabbatical from GLKH to act as the Avengers legal aid, but that robot has really hit them all where it hurts. Thor says when he went to destroy Ultron's Satellite he tried to play mind games, manipulate him into siding with his cruel plan. The Asgardian asking how he would know that, and Tony confesses that because he built it, he and Bruce, they used the Heart of Knowledge to create a blueprint for a synthetic intelligence system. Bethany asks if he made Ultron, why is it trying to kill them, and Stark responds that's the million dollar question.

Hawkeye blurts out that he and Bruce couldn't have seriously done something so stupid as that, the robots always turn evil! Asking them if they've ever seen the movies. Thor explains he played with technology he didn't understand just to satisfy his own ambition. Tony harshly responds back that it's cute he thinks he just did for his own pleasure, he did to protect everyone! Because as much as he likes to crap on humans, his people aren't so much better, and three years ago his own brother almost took over the entire planet. Bruce says that this might not be the best time to debate, and Tony responds that he had just as much a part in making Ultron as he did, and Banner bluntly says back that he didn't insist the robot be copied from his brain patterns.

Captain America defends Iron Man saying they're all being a little unfair here. Yes, Tony made a bad call. But would they really have done anything different in his shoes, they all want to make a better tomorrow and Tony, now more than any of them, has something to lose. Bruce asks what if Ultron really does spell the end for everyone. Steve claims then they'll lose, together. Black Widow says to Bruce as well this fight is far from over, Ultron might've blacked out most of the world, but S.H.I.E.L.D. has it's own special power grids. They're not as good obviously but they'll work for the time being. In Transia, Wanda and Pietro Maximoff are enjoying themselves in Hassenstadt until they notice people being harassed by police officers demanding for them to donate food since the country's collective farming efforts have been halted from the Satellites being disabled. The Twins hide in a nearby street corner and think this sounds like Hydra, maybe trying to get back at them for what they did to Heinrich Zemo. Wondering who else could have the power to do something like this. They realize they need to ask their "source" if he knows any information this.

It then shows at a warehouse owned by the company Adametco a group of security guards walk inside only to notice all the workers have been brutally murdered, the computers acting bizarrely, and one of their ore mines broken into. As they go deeper into it they suddenly see something in a red cloak and they announce he's surrounded and to give up now or they'll open fire. The cloaked man says how odd it is to him, that the lifeless metals inside of the Earth can be dug up, melted down, reshaped, and doused with a little electricity to create something as real as anything in nature. He then yanks the cloak off revealing himself to be Ultron in a newly created Adamantium body. He easily defeats all the guards and begins to walk further into the mines with the camera showing him using all of the Adametco equipment working to build dozens of more bodies that he can control. J.A.R.V.I.S. asks Ultron how far he’ll stretch himself, and the robot says as far as he needs to fulfill his destiny. He then tells him that this is just the prototype stage for what he’ll become.

It then shows in an almost rebuilt S.H.I.E.L.D. Helicarrier, Jen Walters is walking through the hallway until running into Thor. He tells Jen that he needs to talk to her about her cousin, she asks what he wants to know, and he explains that he thinks he's under a bad influence. Banner is one of the strongest men that he knows, but he's on a tight leash from Stark. She-Hulk agrees with Thor insisting she's been trying to get him to embrace his powers more and be his own hero like the other Avengers. There's no way Bruce would've gotten involved with the "whatever" Imperative if someone didn't coarse him into it. Thor mentions it's a fine line, and he's had to deal with first hand what happens when he gets too far into his Hulk state. In the bunkers, Director Hill is talking to Tony and Pepper telling them that as a safety protocol Potts is going to need to stay on the Helicarrier until further notice. S.H.I.E.L.D. doesn't hold Stark responsible for what's happening with Ultron, but that's under the assumption he'll use his resources to help fix this. Tony tells her of course and she leaves. Pepper thanks her for everything, and once Hill walks out tells Tony this isn't exactly the honeymoon she envisioned. He says how he's so sorry for everything that's happened, this was supposed to her day and he ruined it. Pepper responds she knew what she was getting into, she loves him for everything warts and all. Tony says this would the time when he'd ask J.A.R.V.I.S. to play some Black Sabbeth to lighten the mood... but, Tony stammers and says he might've just been software but he was his friend. Pepper says they'll get him back, he has to be in Ultron's Matrix somewhere.

On the main deck Captain America, Black Widow, Bruce Banner, and Hawkeye are trying to figure out Ultron's next move. Natasha informs that S.H.I.E.L.D. was able updated the security codes for the world's Nukes and other military weapons. Hawkeye responds at least that's a start, Bruce points out Ultron doesn't have a body. He's an Artificial Intelligence who primarily exists in Cyberspace. That's not something they'll be able to put down. Captain America says that she's right, but Cyberspace is an abstract concept. He still needs to manipulate objects in our world to actually do any damage. If he already shut down the Satellites and is locked out of the nuke codes, Ultron has to give himself some sort of body. Bruce points that could be anything and Steve suggests he learned about all of the Avengers first and foremost, including them using one of the strongest metals on Earth. Black Widow mentions his Shield, and Steve tells her exactly, he wants Carbonadium. Steve goes to one of the screens and pulls up a WHiH News article on the Adametco Mines having a break in recently due to technological difficulties. Everyone dismissed that as being the result of the Satellite malfunction, but maybe it was targeted, and if Ultron has Adamantium he just needs Vibranium. Hawkeye asks how he's going to get Vibranium, Wakanda has closed borders. Black Widow simply says "Ulysses Klaue". Everyone looks at her strangely and she explains to them Ulysses Klaue is a Pirate she used to pursue during recon missions. Real scumbag, but he's good and the only smuggler in the world that's been able to steal a sizable chunk of Vibranium.

On the Churchill ship off the coast of South Africa, Ulysses Klaue is in his office while the oppressed workers are shuffling downstairs. He then hears a break in and notices Ultron standing above him, who claims that Klaue has access to well over a dozen tons of Vibranium stashed in his safe and demands to know the code for it. Klaue tells the Robot he's got some balls to break into onto his ship and try to take his loot. But that he's a businessman above all else, he'll give him the Vibranium, but it'll cost him a ten trillion in international currency. Ultron aggressively tells Klaue how dare he exploit him for profit, and Ulysses points his hand to him saying money makes the whole world go 'round. Ultron proceeds to slice the pointing hand clean off while Klaue begins screaming in agony. Ultron then throws him out his office window and tells him that's precisely why humanity needs to stop steering.

Ultron then has his bots start attacking the workers causing Klaue to eventually open the safe for him. As the Robots start loading in the Vibranium they get blown up by Iron Man's missiles as he lands along with the rest of the Avengers inside jokingly telling Ultron that he raised him better than this, and that he's grounded for a month "young man". It then shows Scarlet Witch and Quicksilver sneak inside the Churchill above them and becomes terrified when they see Ultron. Back on the bottom floor, Thor tells the robot that they just want peace, Ultron tells him that he seems to be confusing peace with "quiet". They let these scoundrels (referring to Klaue's crew) roam free all these years, they don't care about saving the world, they just want to secure it for their own interests, like all humans do. Captain America says they're not all like that, there are good people still left in the world, who are starving and scared because of what he's doing. He asks him to remember his purpose, he was made to save the world, including everyone who live on it. Ultron is silent for a second, before bluntly responding no, it has to be this way. He attacks the team and the three Avengers including Black Widow and Hawkeye all begin to fight. Scarlet Witch and Quicksilver gets found by Ultron Bots and begins defending themselves as well.

Iron Man and the prime Ultron's body flies out of the ship and begin an airborn battle. The Bots inside start attacking Captain America and Thor, the two of them work together and effortlessly take them out, Black Widow and Hawkeye do the same. They all the twins and Thor begins to pursue them, Scarlet Witch tries to shoot him with Hex Blasts and he deflects them with his Hammer, Quicksilver tries to speedblitz but Thor reacts with his own speed and pushes him against the wall. The God of Thunder grabs both of them firmly in his grasp. Pietro says to let him go, they need to stop that that villain who's destroyed the Satellites. Captain America confirms they're after Ultron too and tells Thor to let them go, they're on their side. Hawkeye mentions that they're killers, and the last time they met he and Natasha got attacked. Steve insists they have to make an exception this time and Scarlet Witch says the source she and her brother are working for sent them here after tracking the movements of that evil robot.

Outside, Ultron is winning his fight against Iron Man and absorbs my knowledge by peering wires into his suit. Bruce Banner, who's sitting in the quinjet, notices what's happening to Tony and by his own will transforms into the Hulk and pummels Ultron into scrap metal. As he powers down, Ultron tells them they're about to hear something beautiful, everybody screaming. He then transfers his consciousness into a Vibranium Synthesizer on the Churchill and begins overloading it. As it starts to explode, everything grinds to a halt as Quicksilver runs at maximum speed as he gets his sister, Captain America, Black Widow, Hawkeye, and several members of Klaue's crew out before the explosion can even finish leveling the entire ship. Everyone is in shock after being saved and Hawkeye asks what happened and Quicksilver explains, the Archer subtly tells him "thanks". Black Widow asks where Thor is, and Captain America says it must've been too close to the explosion, they'll find him later but they have to secure the leftover Vibranium before Ultron can. It then shows a Bot see the Avengers trying to disrupt the plan and Ultron responds by hijacking a large bulky Iron Man suit in Tony's Malibu mansion. Which he calls over to attack Johannesburg, Tony and Hulk caught up with the other Avengers notice it fly overhead and Iron Man realize Ultron must be controlling Mark XLIV, Hawkeye realizes that's the "Hulkbuster" he and General Ross worked on after Bruce's outburst on the Helicarrier. Captain America says it's heading right for the city, Hulk yells out puny armor can't stop him and begins running after it. Cap then asks what Tony put into that suit and he quietly responds "everything".

In Johannesburg, Ultron controlling Hulkbuster is maliciously attacking everything in sight until Hulk storms in and begins to fight him. They begin brutally tearing through the city in their intense battle of strength, while the Avengers all get inside the quinjet to fly over and help. Tony Stark tells the Maximoff Twins to get inside too. As they leave, Bots begin to scour the area. Back in the city, Hulk is able to damage a lot of Hulkbuster's functions, but Ultron hails all of the reinforcements from the Malibu mansion to repair himself. The Avengers try to protect civilians but are knocked around by the two giants. Hulkbuster is eventually able to actually strike the Hulk into submission, looking around realizing the destruction he caused and how subservient all the humans had become. Ultron simply says "magnificence" and not seeing anymore threats, flies away. Hulk transforms back into Bruce Banner and boards the quinjet, Captain America remembers the Vibranium and they fly over to the destroyed Churchill and see that the Ultron Bots found and stole it while they were distracted by Hulkbuster. They travel further and find Thor unconscious in the muck and pick him up before flying away.

On the quinjet, Thor asks Quicksilver why he didn't save him from the explosion and he responds that he shouldn't have pushed him so hard. Hulk and Black Widow have a discussion where Bruce explains he just wanted to help, he thought turning into Hulk would stop Ultron, instead he just caused twice as many casualties. Natasha tells it's alright, he couldn't have known Ultron none of them thought Ultron could beaten him fully Hulked out. Captain America, Iron Man, and Thor talk with Director Maria Hill who says it's "really, really, really bad" what happened in Johannesburg. Thor mentions that thousands at least died, countless were injured, and Ultron has access to Klaue's Vibranium. Stark has truly created a beast for the ages. He looks down and tells the God of Thunder that he's right. Director Hill responds to Thor that the public seems to blame the whole Avengers as a collective for this, Jen is trying to work it out buy approval rates are at an all time low. Captain America says that they just need to find Ultron, and then they'll worry about earning trust again. Hill points out they're not going to have much luck, no Satellites means tracking down that Ultron or searching those Adametco mines he broke into are going to be next to impossible. Scarlet Witch tells them her source, he's been tracking Ultron on his own all this time. He might be able to help. Iron Man asks she could lead them there and Wanda confirms she can, Hill mentions that might be their best bet until things settle down in New York, two birds with one stone.

It shows Ultron flying across the atlantic ocean in the weakened Hulkbuster suit until making it to The Fridge where he breaks in and steals the Heart of Knowledge from it's containment unit. In Cyberspace, J.A.R.V.I.S. informs him that the Heart is an unstable piece of technology he would be wise not to tamper with. Ultron tells him that this is the key to creating new life. J.A.R.V.I.S. asks why he would want to do that and Ultron says he believed that humanity was an unworthy species to dominate the planet, they needed to be held down to truly preserve the Earth. But they kept resisting him, only pushed back harder. Only when he saw Johannesburg in ruins did he understand what it takes to cure the human condition, extinction. Only to be succeeded by his own vision, J.A.R.V.I.S. asks what his vision is and Ultron says "you". He then begins scattering J.A.R.V.I.S. with harmful Cyber attacks until he's simply turns into lifeless strands of code. Deep in the Adametco mines, Ultron (without a physical form) inputs J.A.R.V.I.S.'s matrix into the machine and compares it to the "brain waves" found in the Heart of Knowledge which then allows him begin the process of generating the outline of a humanoid body.