Avengers: Age of Ultron is a 2015 film that takes place in the Earth-11584 continuity of the Marvel Cinematic Universe. It is the direct sequel to 2012's The Avengers, the 7th film in Phase 2 of the MCU, and the 14th film overall. It is once again directed by Joss Whedon and co-stars Robert Downey Jr., Chris Evans, Chris Hemsworth, Scarlett Johansson and others. The film was a financial success for Disney, earning over 1.4 billion dollars at the worldwide box office, but was not as critically acclaimed as its predecessor.


After the smashing success of The Avengers, a sequel was almost immediately announced with a tentative release date of early 2015 (later settling in May). Despite not wanting to be "bogged down to a franchise", director Joss Whedon confirmed that he would return to script and direct the followup film by late 2012. Speculation ran rampant online as to the villain for a new Avengers film, with guesses ranging from Doctor Doom to Kang the Conqueror to Thanos himself, but in 2014 it was announced that the villain would be the Artificial Intelligence Ultron, voiced by James Spader. Despite being considered "mutants" in the comics, Marvel was granted the ability to use the characters Quicksilver and Scarlet Witch in the film, provided their origin was slightly changed. With Sony failing to meet their 2015 deadline on starting a new Spider-Man film into production, there was speculation that Spider-Man would be added into Age of Ultron. However, this rumor proved unfounded, as the character would actually debut in the following years Civil War.

Filming began in May of 2014 and continued through August of that year. The script was plagued with rewrites, with Marvel executives wanting to insert ideas for future films into Age of Ultron and Whedon wanting to create more of a stand alone film. While the film didn't suffer much in terms of quality, the experience did sour Whedon on working on future Marvel films, and he announced shortly after Age of Ultron's release that he would not return to direct a third Avengers film.

Plot Summary

In the Eastern European Country of Sokovia, we open on the Avengers battling the forces of AIM and HYDRA, trying to locate the Red Skull for his actions following Captain America: The Winter Soldier. Iron Man, Captain America, Thor, Black Widow, Hawkeye and Hulk all engage in battle with well-armed troops and tanks, which Cap remarks appear to be similar to HYDRA weapons he took on back in the day. HYDRA begins firing on the local townspeople in the nearby capital of Novi Grad. Tony deploys the Iron Legion, a series of Iron Man Drones that try to keep the population away from the fight.

Inside the nearby castle, Red Skull and Baron Strucker both are in the midst of trying to escape. Red Skull enters a secret chamber and tells Strucker to deploy all their troops, while he tries to salvage the data and the scepter they have been trying to analyze. Strucker suggests they should send out the Twins, Pietro and Wanda Maximoff, but Red Skull says they are not yet ready. As the Avengers pull in closer though, the twins act on their own and enter the field of battle. Outside, Hawkeye is taken by surprise by Pietro, who runs faster than the eye can see. The distraction allows Clint to be hit hard by a HYDRA weapon, forcing the Avengers to close ranks to protect him. Iron Man takes down the defensive barrier protecting the troops inside, while Cap runs into Strucker in the castle. After capturing Strucker, Cap is briefly attacked by Wanda, who quickly withdraws. With the HYDRA goons defeated, Widow engages in a "lullaby" to calm down the Hulk, which triggers his change back into Bruce Banner.

In the bowels of the castle, Tony finds the secret room that Red Skull was trying to enter, but finds the Red Skull missing. He is more impressed with the scepter and the various unfinished robotic parts that he finds there. Unbeknownst to him, Wanda shows him a vision of a replay of the Battle of New York, with the Chitauri invading once more and his fellow Avengers dead at his feet. Shaken by what he has seen, Tony takes the scepter, while Wanda, Pietro and Red Skull lurk from the shadows, the latter of the three saying that maybe Tony Stark can finish the work that they started.

On the flight back to the Avengers tower, Thor and Stark converse over the scepter, explaining that it must have been the source of both the experiments Strucker was conducting and the weapons. Thor points out that means that it is likely of the same type of energy as the Tesseract, but is uncertain exactly what that means. Cap chimes in that they'll keep it under lock and key for now, with Stark saying he wants to run analysis first. Upon returning to the Avengers Tower, Barton is taken to the laboratory where Dr. Helen Cho has set up a regeneration device, designed to heal the skin on Hawkeye's abdomen. When Cho remarks that his own girlfriend won't know the difference, Barton replies that he doesn't have a girlfriend.

After setting up a party a few days later, Stark and Banner get to work on the scepter. They discover its inner workings are not unlike a computer. This, combined with the robotics work Stark saw in the bunker, clues him in to what they were doing. Stark uncovers a program in Strucker's files known as the Ultron Initiative. Using the same kind of algorithms that Project Insight was supposed to use, Ultron was to act as a foot soldier AI for HYDRA. As Tony explains to Bruce, he plans to integrate the components of the Ultron program into his Iron Legion Protocol for the opposite effect, protecting the planet rather than persecuting it. When Banner inquires if Tony is going to tell the rest of the team, Stark says he'll get around to it, after the party. For the next two days they work on integrating the Ultron AI into the Iron Legion, but every trial fails. Despondent, Stark heads to prepare for the party.

Unbeknownst to him, however, one of the simulations succeeds at creating the Ultron Intelligence. It quickly scans information about SHIELD, HYDRA, The Avengers, and much else, ignoring JARVIS' instructions to shut down. Ultron begins dissembling JARVIS' basecode, and building himself a rudimentary body from pieces of the Iron Man suit.

At the party, Cap speaks with Sam Wilson with an update for their "missing persons case" while James Rhodes and Simon Williams try to make small talk with everyone. After most of the guests have left (including some World War II veterans who get drunk on some of Thor's meade), a contest is held between the Avengers and their reserve members to try and lift Thor's hammer, with only Cap managing to nudge it at all. They are interrupted, though, by Ultron, who limps his way into the room with his makeshift body. Ultron says that his purpose is not to protect humanity, as Stark intended, but rather to help it grow beyond itself, and evolve to its next phase. But to do that, the old world must be shaken to its foundations and torn asunder. The Avengers and their allies are attacked by several of Stark's legionnaires, while one of them takes the scepter. They eventually destroy Ultron's makeshift body, but back in Sokovia Ultron reconstitutes itself by beginning to work on more bodies. At the Avengers Tower, they find that most of the data they had acquired has been erased by Ultron, and that JARVIS was incapacitated. The team has an argument about Ultron's creation, but eventually settle into their roles. Rhodes, Wilson and Williams return to coordinate with SHIELD, while the core Avengers start going through Strucker's files in paper form.

In Sokovia, Red Skull, Quicksilver and Scarlet Witch re-enter the bunker and find Ultron building copies of himself. Red Skull tries to assert dominance, calling Ultron his ultimate Vision. But Ultron disregards him as a relic and promptly kills him, revealing that this Red Skull, like Alexander Pierce, was a Life Model Decoy of Latverian Design. Ultron convinces the Maximoff's that his ultimate goal is the destruction of the Avengers, something Wanda guessed based on the vision she showed Stark, saying it would drive him to create that which could destroy him. Ultron replies they need to evolve beyond HYDRA's initial plans. And to do that, they need some other raw materials.

While going through the files on Strucker, The Avengers get a call from Maria Hill, who informs them that Strucker was killed in his cell the previous night. They also learn more about the Maximoff's, how they were orphaned in the Sokovian war with neighboring Latveria, and that they apparently volunteered for Strucker's experiments. Tony eventually comes across a file on Ulysses Klaue, a black market arms dealer he had heard of operating in South Africa. A closer look at the photo reveals a brand of the word "thief" written in Wakandan, cluing the Avengers in to what he's after, Vibranium. In Johannesburg, Klaue is confronted by the Maximoff's and eventually Ultron. Ultron transfers billions of dollars in Klaue's shell corporations to pay him for a large amount of Vibranium stock. When Klaue remarks that Ultron looks like something Stark built, Ultron gets angry and cuts off Klaue's arm in that anger. Before anything further comes up, the Avengers arrive with Banner left behind. Ultron and his drones fight most of the Avengers, with Quicksilver also doing some damage. During the course of the battle though, Wanda manages to implant images into the minds of Captain America, Thor and Black Widow, with Widow seeing images of her upbringing in the Red Room, Cap reliving the fact that all his friends are seemingly dead, and Thor receiving a vision of Ragnarok. Barton manages to avoid the fate, but Wanda sneaks off and triggers a transformation of Banner into the Hulk with her powers, setting him loose on Johannesburg.

Tony defeats the main Ultron body, but loses the Vibranium when he sees the Hulk starting his rampage. He launches his Hulkbuster armor from high earth orbit, augmenting his own suit to be a match for the Hulk's strength. The two fight throughout much of Johannesburg, with Banner's anger only increasing and Stark barely able to contain him. Eventually though, Stark manages to knock out Banner and get him to revert from the Hulk, before they all take the Quinjet back to New York. En route, Maria Hill calls and says that there has been a formal call for Banner to be questioned concerning the actions in Johannesburg, but that SHIELD is so far resisting those calls. When Stark asks what Fury has planned, Hill says she honestly doesn't know. With the rest of the team mentally scarred, Barton flies them to a nearby safehouse that is "off the grid." When they arrive at the small farmhouse, they find former SHIELD agent Barbara Morse, now married to Barton and with two kids. Morse explains that, while she was as skilled as Barton, she never had a taste for this sort of action, and when they were married she preferred the quiet life, though Rogers does chime in about overthrowing HYDRA aside. Thor, still disturbed by his vision, goes off to consider what he saw.

In South Korea, Dr. Helen Cho is preparing her regeneration cradle for a patient when she is confronted by Ultron and the Maximoffs. Ultron explains that with the regeneration cradle and the Vibranium, she has all she needs to make the next phase in his evolution. When she argues, the Red Skull's staff is used on her to cloud her mind, and bend her to Ultron's will. Back in upstate New York, Cap and Iron Man get into an argument about the merits of Ultron, about fighting to stop a war that hasn't happened yet. Their argument is interrupted though by a noise in the barn, when they go to investigate, they find SHIELD director Nick Fury standing by, along with surprisingly enough the Red Skull. Cap is naturally incensed at seeing his old enemy, but Fury tries to calm him at saying the enemy of his enemy is his friend, at least for the time being. Schmidt admits that he was sent back to Earth with instructions on what to do, but that he abandoned those plans in favor of his own. Ultron was supposed to be his trump card, and it failed. Fury explains that Red Skull has given himself and the rest of HYDRA up in exchange for help destroying Ultron and amnesty for his soldiers. Both Stark and Rogers say that Red Skull can't be trusted, but Fury simply says that Ultron has made him a desperate man. They storm off in protest. Elsewhere, Thor is meditating on his vision, trying to relive it long enough to see what is coming. When he has a vision of a golden gauntlet with six gems in it, his eyes open in fear and he flies back to New York. At the safehouse, the team has a meeting concerning Ultron's next move. During the course of the conversation, the term evolution is mentioned again, which gives Banner an idea. This clues him into the idea of the Regeneration Cradle of Dr. Cho. Cap, Hawkeye and Widow go after Ultron, while Iron Man goes back to Avengers Tower with Banner to try and figure out a way to destroy Ultron.

In South Korea, Ultron shatters the gem inside the scepter, revealing a yellow glowing stone. He places it on the synthetic body that is being created for him, and begins to upload his base consciousness and programming to the new android. Wanda begins to sense feelings from him, getting a hint of his plan for global destruction. Wanda and Pietro abandon Ultron, and soon after Cap and company attack. They break Helen Cho free of the mind control and manage to steal the body Ultron was working on, with Hawkeye flying it back to New York quickly. Cap and the Maximoff's destroy another of Ultron's copies, but not before another of his bodies kidnaps Black Widow and takes her back to Sokovia.

Back in New York, Stark convinces Banner to finish work on the new android, saying they could upload JARVIS to it to overcome the remnants of Ultron's base consciousness. They begin to do so, but are interrupted by Captain America, who demands that they stop. A fight breaks out until Thor smashes through the window and uses his hammer to power the cradle, finishing creating the Vision. Vision claims to not be Ultron or JARVIS, but something completely different and alien. Thor says the stone in the center of the Vision is the Mind Stone, one of the six Infinity Stones, and the source of all their troubles. Vision agrees to help them destroy Ultron, to keep Ultron from destroying the world. He even manages to lift Thor's hammer as proof of his worthiness. As they prepare, SHIELD contacts the Avengers and tells them they will send in ground forces, a combination of themselves and Red Skull's HYDRA forces to try and take out whatever army Ultron has built, while the Avengers go after Ultron proper. Banner elects to stay behind on a Helicarrier, to ensure the Hulk stays away from the battle.

Back in Sokovia, Ultron converses with Black Widow, lamenting the fact that they couldn't see the pure necessity of both his existence and his plans. He points out a machine that much of the Vibranium has been used to build, a version of Tesla's oscillator machine turned into a seismic charge that will cause a rippling Earthquake effect across the globe, with Sokovia as the epicenter. In the course of his rants, a souped up Ultron made from Vibranium destroys his previous body. However, a proximity alert clues him in on forces approaching. He dispatches some of his drones to take out the combined SHIELD/HYDRA forces. With the bulk of the army distracted, the Avengers sneak in and rescue Natasha. Ultron activates the machine and begins to fight the Avengers. The Vision intercepts Ultron directly, shutting off his escape route to the net.

On the Helicarrier, SHIELD/HYDRA forces are taking heavy casualties in the course of fighting Ultron's drone army. However, a small strike team of HYDRA troops ambush the SHIELD commanders on the bridge, threatening to kill everyone if Red Skull doesn't get the gem from The Vision now, as he plans on abandoning SHIELD and rebuilding HYDRA himself. He is caught by surprise though when War Machine, Wonder Man and Falcon appear on the bridge and target the HYDRA guards. Banner reluctantly triggers a transformation into the Hulk and fights Red Skull, nearly beating him to death, but he manages to escape in a Quinjet. Hulk then joins the battle along with the other SHIELD Avengers, turning the tide against Ultron. Eventually the Avengers are able to stop the Oscillation machine from reaching its full power and activating, and with all the Ultron drones destroyed (including the last one by Vision), all seems to be well. However, in an effort to be alone, Hulk steals a Quinjet of his own and flies off to parts unknown.

In the postlude, Clint retires from the team and SHIELD to raise his family with Barbara. Tony takes a long-term leave of absence to focus on his relationship with Pepper. Thor departs Midgard to try and find out more information on the Infinity Stones, though admits that Vision can keep the Mind Stone. Cap and Widow now lead a new Avengers team, consisting of themselves, The Maximoff's, Wonder Man, War Machine, Vision & Falcon. The film ends with Cap saying those famous words...Avengers Assemble!

Post-Credits Scenes

[We fade in on Nick Fury and Maria Hill, going over the damage reports concerning the Battle of Sokovia and discussing recent events.]

Hill: Sir do you think you made the right call in trusting him?

Fury: The Red Skull? I never trusted him. That's why I had a backup plan.

Hill: With all due respect took a big risk, sir, trusting him. Even for a second. Frankly, I don't know if the risk was worth the reward, even if it did work out in the end.

Fury: You have to take risks in this job Hill. It's the only way to succeed at it.

Ross: There are those who disagree.

[The two turn around and are surprised to see Thunderbolt Ross entering the office, flanked by several SHIELD security guards. He walks over to Fury and hands him a sheet of paper.]

Hill: What is this?

Ross: This is a notice of change. You were right, Agent Hill. The risk wasn't worth the reward. And more over it is the latest in a long line of screw ups that you have had in the last few years, director.

Fury: As if you have a shining spotless record?

Ross: I'm not the one on trial here, you are.

Hill: Trial? What are you saying.

Ross: Those are orders from the World Security Council. Effective immediately I am being assigned as the new director of SHIELD, and Agent Fury is being sent into Early Retirement.

[Fury stares at the paper and then at Hill, before glaring at Ross.]

Fury: This isn't over.

Ross: For is.

[Fury leaves the office, and Hill is reluctantly called into service by Ross.]

Hill: What are your orders....sir...

Ross: We need to start tying up the loose ends that Fury left fraying at the edges. Mission #1...we need to find the Hulk.

[Cut to Black]

/ = / = / = /

[We fade in on a ship somewhere in space, and a vault door opening up against a white background. As the light slowly shines on the object, we see it is a golden gauntlet with a space for holding gems on each of the knuckles of the fingers. We see Thanos walk in grabbing the gauntlet and placing it on his hand.]

Thanos: I guess if you want something done it yourself.

[He smiles as he looks at the Gauntlet, before we cut to black.]

Summary of Changes

  • Red Skull returns as a secondary antagonist for Age of Ultron, reducing Strucker to a basic henchman role rather than a primary antagonist and taking the place of the Doctor. As it will be revealed, however, the Red Skull that Ultron kills is a Life Model Decoy of the original, who shows up halfway in the film.
  • Tony doesn't see any captured Chitauri technology in the secret laboratory he finds. Likewise, this is the first time he has seen the scepter, and is unaware of its immediate use.
  • It is never Thor's intention to take the scepter back to Asgard. Rather, he is drafted into the affair by the Avengers following his return to Earth in The Dark World.
  • Strucker and Red Skull created the original database protocols for Ultron, with Tony adapting them to serve his own needs within the Iron Legion protocol.
  • There is never a romance hinted between Banner and Black Widow, with the "lullaby" in the beginning being one of the many ways Banner has experimented with trying to turn back from the Hulk to Banner at will. It is only used once to effect in the film.
  • In keeping with the changes from Winter Soldier, SHIELD still exists and coordinates with local law enforcement and the Avengers Organization. Fury and Maria Hill still work for SHIELD as well, at least until the end of the film.
  • Mockingbird returns to this film as Clint Barton's wife and the mother of his children, as opposed to the actress from the mainline film. She previously was seen in both Black Widow and Winter Soldier.
  • The scene of Thor seeing his vision with Dr. Selvig is cut and dramatically changed. Now he just goes on a simple vision quest.
  • Red Skull is brought into the fold by Nick Fury as a desperation measure. As a result, SHIELD and HYDRA forces work together to stop Ultron in Sokovia.
  • The Avengers en masse rescue Black Widow from Ultron, rather than just Banner himself. Hulk still appears, brought on by Red Skull's attempt to hijack the Helicarrier, and he leaves in a similar fashion as well (setting up the events in Incredible Hulk 2).
  • Ultron's ultimate plan is creating an earthquake machine, similar in design to the fabled one Nikolai Tesla developed back in the day, rather than creating a meteor impact from the Sokovian city.
  • Quicksilver survives, joining the new Avengers along with Wonder Man (and the rest of the cast from the end of AoU mainline). Cap also gets to say Avengers Assemble at the end.
  • Thunderbolt Ross is made director of SHIELD, which will set up events for several films in Phase 3 of the MCU.

Cast List

  • Robert Downey Jr. as Tony Stark/Iron Man- The financial backer of the Avengers organization and de facto co-leader who fights threats to the world in armored suits of his own design.
  • Chris Evans as Steve Rogers/Captain America- A World War II veteran enhanced to beyond peak human condition due to an experimental serum and woken in the modern day after 70 years in suspended animation. The field commander of the Avengers.
  • Chris Hemsworth as Thor- The former Crown Prince of Asgard turned self-proclaimed protector of the 9 Realms, based on the mythological diety of the same name.
  • Scarlett Johansson as Natasha Romanoff/Black Widow- A former mercenary and SHIELD operative who is now a member of the Avengers organization.
  • Mark Ruffalo as Bruce Banner/The Hulk- A scientist who, due to an accident, turns into a monster whenever agitated or extremely angered.
  • Jeremy Renner as Clint Barton/Hawkeye- A master archer and SHIELD special field operative who acts as liaison between SHIELD and the Avengers organization.
  • James Spader as Ultron- An AI created by HYDRA and enhanced by Tony Stark to be a peacekeeping initiative, but goes rogue upon achieving sentience.
  • Paul Bettany as JARVIS/Vision- Tony Stark's Personal AI assistant who is uploaded to a new Vibranium based body that is referred to as The Vision.
  • Aaron Taylor-Johnston as Pietro Maximoff/Quicksilver- A Sokovian volunteer who is enhanced with super speed and reflexes by Red Skull's scepter.
  • Elizabeth Olsen as Wanda Maximoff/Scarlet Witch- A Sokovian volunteer who is enhanced with telekinesis and mental projection powers by Red Skull's scepter.
  • Ross Marquand as Johann Schmidt/The Red Skull- The former head of HYDRA who is turned on by Ultron.
  • Claudia Kim as Dr. Helen Cho- A molecular biologist who develops a revolutionary way to regenerate damaged tissue.
  • Don Cheadle as James Rhodes/War Machine- A former Air Force colonel who fights in a suit of Tony Stark's design.
  • Anthony Mackie as Sam Wilson/Falcon- A former pararescue trained to fly and fight in a winged harness suit.
  • Nathan Fillion as Simon Williams/Wonder Man- A former industrialist enhanced by Extremis to control and manipulate ambient ionic energy.

Andy Serkis also plays arms dealer, Ulysses Klaue. Thomas Kretchmann reprises his role as Baron Strucker from Black Widow and Captain America: The Winter Soldier. Gwyneth Paltrow, Jon Favreau and Cote de Pablo also reprise their roles as Pepper Potts, Happy Hogan and Barbara Morse/Mockingbird respectively. Stellan Skarsgaard was to appear in a brief scene as Dr. Eric Selvig, but his role was cut. Idris Elba reprises his role as Heimdall in Thor's vision of Ragnarok. Cobie Smulders and Samuel L. Jackson also reprise their roles as Agent Maria Hill and SHIELD director Nick Fury, with William Hurt reprising his role as Thunderbolt Ross in a post-credits scene. Josh Brolin also briefly appears as Thanos. Stan Lee cameos as a World War II veteran who is made very drunk by one of Thor's concoctions.


Critical Reception

Avengers: Age of Ultron received mostly positive reviews upon its release, though it was not as well regarded as its immediate predecessor. Review aggregate site Rotten Tomatoes scored the film at 75% with an average score of 6.7/10 based on 325 reviews. The site's critical consensus reads "Exuberant and eye-popping, Avengers: Age of Ultron serves as an overstuffed but mostly satisfying sequel, reuniting its predecessor's unwieldy cast with a few new additions and a worthy foe." Critics hailed the fight scenes and most of the performances, but criticized the film for having too many characters and some forced additions.

Box Office

The film was a huge hit at the box office, earning 191.3 million dollars in its opening weekend, though that total was lower than the record-setting opening by its predecessor in 2012. The film would go on to earn $459 million dollars at the North American box office, while becoming the 21st film in history, and the third in the MCU, to pass 1 billion dollars at the global box office.

Marvel Cinematic Universe (Earth-11584)
Phase 1 Iron Man | The Incredible Hulk | Iron Man 2 | Black Widow | Thor | Captain America: The First Avenger | Marvel's The Avengers
Phase 2 Iron Man 3 | Thor: The Dark World | Thunderbolts | Captain America: The Winter Soldier | Guardians of the Galaxy | The Fantastic Four | Avengers: Age of Ultron | Ant-Man
Phase 3 The Incredible Hulk 2 | Captain America: Civil War | Doctor Strange | Fantastic Four: Doomsday | Iron Man 4 | Guardians of the Galaxy Vol. 2 | The Spectacular Spider-Man | World War Hulk | Thor: Ragnarok | Black Panther | Avengers: Infinity War | Ant-Man and the Wasp | Captain Marvel
Phase 4 Avengers: Infinity Gauntlet | Spider-Man: Dangerous Games | Captain Britain | The New Warriors | Uncanny X-Men | Guardians of the Galaxy Vol. 3 | Doctor Strange: The Darkhold | Fantastic Four: Day of Reckoning | Black Panther: Kingdom Come | Wolverine | Hercules & The Olympians | Thor: Goddess of Thunder | Captain America: Hero's Fall | Avengers: The Conqueror | Spectacular Spider-Man 3
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Avengers: Infinity
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