Marvel's Avengers: The Ultron Imperative is a 2015 live-action superhero team up film produced by 20th Century Fox 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.


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 Fox Disney their model of storytelling was truly profitable. In December 2012, Fox Disney CEO Bob Iger announced that Joss Whedon would be returning to direct the sequel, renewing his contract for a second film.

In early 2013, Joss Whedon 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. Whedon 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 as 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 that 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 given to Marvel Studios from 20th Century Fox after failing to materialize their planned reboot. Despite The Ultron Imperative being deep into post production, Whedon 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 filmed one scene with him added in mere days before it hit theaters.

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


  • 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)
  • Thomas Kretschmann as Heinrich Zemo
  • Elizabeth Olsen as Wanda Maximoff/Scarlet Witch
  • Aaron Taylor-Johnson as Pietro Maximoff/Quicksilver
  • Paul Bettany as J.A.R.V.I.S./Vision
  • 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
  • Andy Serkis as Ulysses Klaue
  • Kerry Condon as Friday (Voice)
  • Tom Holland as Peter Parker (Cameo)


The film starts in the Avengers Tower laboratory. Tony Stark is tinkering on a large Satellite with the word Ultron imprinted onto it. He then asks J.A.R.V.I.S. to turn it on, Ultron at first begins to boot up normally as Tony stares in amazement and pride until the Satellite randomly begins to suffer extreme glitches 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 code he plugged in was too corrupted for the machine to adequately process. Tony shouts back that he knows, it's only the five hundredth time it's happened. He then 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 Tony 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 if he doesn't do this now, he might not ever. He pulls out an expensive diamond 24 gold-karat ring and asks Pepper if she'll marry him. Potts respond with a delighted yes graciously accepting the ring.


Months later, in the Black Forest of Germany, the Avengers are working in unison to raid a Hydra Workshop. Hawkeye is able to shoot a dozen impressive trick 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 of the Nine Realms 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. It shows Hulk doing ground pounds and sending countless soldiers flying, he then turns his head to look at another 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 need to sneak in, he'll stay outside and keep 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, his superhuman reflexes saving him as he twirls through the air back onto his feet. He then notices the front doors of the Workshop 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 tucked position to stand 50 feet high. Iron Man tries to blast it, but Ultimo resists and punches 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 drones to secure any nearby towns from the fallout.

In the Workshop, 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 for their own means. Black Widow says they need to end this now and both of them quietly jump 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. 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 the arrow and throws it right back at them.

The fight is on as Black Widow battles 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 her 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 proceeds to fly 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 Workshop before he's meets the rest of the Avengers. Thor tells them the behemoth is no more. Captain America mentions that the Workshop 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 this 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 the way he saved her and Clint from 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 and sends the S.H.I.E.L.D. Agents into the Hydra Workshop to help the prisoners. She then notices Bruce wrapped in a blanket listening to opera music. Jennifer gets his attention and asks him if Tony Stark is single, and he points out he's engaged. She then asks what he's listening to and once Jen hears his music 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 drones beaten and destroyed and people hurt. He asks what happened and some residents explain a few Hydra soldiers slipped past the Avengers and terrorized their homes, the drones weren't able to protect them. Thor looks over the wounded people and sorrowfully apologizes.

Act 1

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. In another part of the Tower, Pepper Potts and Bethany Cabe are discussing the wedding and trying to pick out the right dress from 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 ever. Always just focusing on the next mission and putting everything else to the side. It used to be enough, but seeing Tony and her finally tying the knot has definitely put some things in perspective. Later, Thor is speaking to Tony Stark about how he needs to upgrade his Stark Industries Drones 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 Germany 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. Guys like him, like Tony, they've dealt with it their whole lives. Thor resents that statement claiming humans are not evil by nature, they are only corrupted and twisted by the atrocities of others. They're Earth's Mightiest Heroes, their goal should always be to stop that. He walks out and Tony says Thor has a point and Bruce asks what he means. Tony tells him that it's not just other people they need to stop though, it's what's beyond too. They're threatened by monsters every which way and he needs to find out how to 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 the Chitauri 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. 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 his 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 and secure. 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 seven 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 and 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 gods 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 software 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 has a problem, and Steve asks what it is. The Widow says that she has a friend in accounting who'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.

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 them attack it again. He then notices these other creatures in the 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 doesn't make sense, it's all wrong. He then proceeds to place himself inside of his body capsule 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 is unnerved by the robot. Pepper asks what that is and Tony simply walks closer to Ultron surprised he's already walking around... and talking. Ultron remarks that something is bothering him, he was made to save the Earth but his creators are the ones who are destroying it. They want him to save the world, but they don't want to change it. It's a contradiction. Thor asks what this hunk of metal is talking about and Ultron says the only thing standing in the way of salvation, are humans. Neutralizing them is the 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 proceeds to quickly unplug him, but the Robot continues to function uninterrupted. 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. He then sends a bunch of drones to attack the Avengers. Tony takes Pepper to safety as the other Avengers begin trying to destroy all of the drones. Ultron begins taunting each hero after reading about their file in the database until every last one of his drones 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 Thor that he 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 are capable of as much good as they are bad! They help just as much as they destroy. He is truly lost if he thinks this 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 begins taking over the other nearby orbiting satellites. He then travels through the internet having access to everything the human race has to offer at his fingertips, claiming he will stop their ability to cause harm. He then begins using the Satellites to cause planes and deep sea vessels to lose communication with the outside world, televisions begin to shut down, and the stock market suffers.

Act 2

Back at Avengers Tower, Rhodey and Jennifer meet with all the heroes again and the former tells them that all the world's technology is suffering from a massive Satellite disruption that happened 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. 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's 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 Ultron can't tell the difference between saving the world and destroying it.

Hawkeye blurts out that he and Bruce couldn't have seriously done something so stupid as that, the robot 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 three years ago his 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 that he's trying to take responsibility for his mistake, unlike him.

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. 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 it.

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 luxury quarters, 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 be 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 inside 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 everyone that S.H.I.E.L.D. was able to lock him out of 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 he'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 out 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 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 ten trillion in international currency. Ultron aggressively tells Klaue he will not be exploited 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 become terrified when they see Ultron. Back on the bottom floor, Captain America 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 their own interests, like all humans do. Thor says there are innocent people in the world right now who are starving and scared because of what he's doing. He then asks him to remember his purpose, he was made to save the world, including everyone who lives 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 get found by Ultron Bots and begin defending themselves as well.

Iron Man and the prime Ultron's body fly 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. The twins make themselves found and Thor begins to pursue them, Scarlet Witch tries to shoot him with Hex Blasts and he deflects them with Mjolnir, Quicksilver responds by trying to grab the hammer but being unworthy cannot pick it up and gets thrown against the wall The God of Thunder then grabs both of them firmly in his grasp. Pietro says to let him go, they need to stop that robot 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 asks them what they're doing here. Scarlet Witch says the source she and her brother are working for sent them here after tracking the robot's movements. Steve tells her they have to secure the Vibranium that Ultron is after then.

Outside, Ultron is winning his fight against Iron Man and is able to use his Technopathy against Tony's suit. Bruce Banner, who's sitting in the quinjet, notices what's happening to Iron Man 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 he must've been too close to the explosion, they'll find him later but they have to secure the leftover Vibranium. It then shows a Bot witness 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 realizes Ultron must be controlling Mark XLIV, Hawkeye realizes that's the "Hulkbuster" he and Bruce worked on after his 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 enter 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 break 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 in addition to sustaining heavy damage, flies away. Hulk transforms back into Bruce Banner and boards the quinjet, Black Widow 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 grabbed him so hard. Hulk and Tony Stark have a discussion where Bruce explains that he just wanted to help, but he's caught in a never ending cycle as a mad scientist, creating beasts that tear everything apart. What happened back there with Ultron, that's all on them. Tony looks down and says he's right. Captain America, Black Widow, and Hawkeye talk with Director Maria Hill over the quinjet coms where she says it's "really, really, really bad" what happened in Johannesburg. Clint mentions that thousands at least died, countless were injured, and Ultron has access to Klaue's Vibranium. Director Hill responds to him that the public seems to blame the whole Avengers as a collective for this, Jen is trying to work it out but 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 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 if 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.

Act 3

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 its 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 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 simply turns into deceased 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 to begin the process of generating the outline of a humanoid body.

The Avengers arrive at a farm in the middle of rural America. Once they all enter everyone is shocked see Nick Fury inside claiming he didn't think he'd been seeing them again. Black Widow and Steve are surprised, and Bruce says that he doesn't understand. Quicksilver and Scarlet Witch explain he reached out to them after they started raiding Hydra workshops, they continued working together after Ultron's first attacks. Cap sighs and whimsically states "Fury, you son a bitch" and makes himself at home. Tony then pulls Nick to the side and asks him how he's been tracking Ultron. Fury says that this isn't his first rodeo, he's been using old S.H.I.E.L.D. Equipment from the Cold War. Needless to say, it's not as easily effected by the blackout as their modern stuff is. Tony asks how it's going finding him, and Nick explains he's working on it. He then tells Stark how he seems more tense than usual, and asks what's on his mind. Tony tells him this whole situation, it's a lot more complicated than he knows, maybe he could've been in the loop he hadn't hid away in the middle of nowhere while they were busy saving the world. Pietro and Black Widow are then seen in the shed trying to get the tractor working. They manage to do it and Natasha apologizes for how he and his sister were treated, if she knew they were with Fury, things would've been different.

Pietro comments how that's rich, but if they were just on their own she wouldn't have cared. Gladly would've continued to terrorize them for just doing what needs to be done. He then says how and his sister didn't create Ultron, perhaps the Avengers are the real problem. On the porch, Scarlet Witch is sitting with Bruce Banner and Clint Barton. Hawkeye asks what it is she can actually do, and Wanda explains to understand her powers think about what keeps the laws of physics functioning, Bruce responds "atoms do" and Wanda says that she can pull on the strings of reality to make the laws of physics behave differently, akin to a Witch. Bruce comments how that's amazing and she says that for a long time she hated it, made her unpredictable, even to herself. But that's changing, Bruce cuts her off finishing the thought claiming their powers are what makes them who they are, and start to become a part of them. Scarlet Witch agrees and Clint humorously adds it's times like this he's just glad he has a bow and arrow. Later that night, Tony Stark is sitting upstairs alone and Black Widow tells him everyone else is in bed.

Tony asks her if she thinks he's a good person. Black Widow responds of course she does, and Stark asks her if that's really the truth. His whole life he's tried to be, good enough for everyone, but let his ego get the best of him every time. Natasha tells Tony he has to stop letting his mistakes define him. He didn't create Ultron to destroy the world, he made him to make sure a disaster like the Battle of New York would never happen again. He saw how devastating it was better than anyone. She gets closer and tells Tony that Ultron isn't his fault, tragedy happens and good plans turn bad, that's the story behind everything. They then hear someone coming upstairs and it's revealed to be Pepper Potts escorted inside by Captain America, who claims they all thought Tony could use some comfort while recovering. He and Potts both hug and Tony says he never wants her to leave his side again. Cap and Nat make their way out of the room and discuss how it's been a long day. Black Widow looks over to Tony and Pepper commenting how happy they make each other. Steve and her begin gazing each into other's eyes before kissing.

At the Adametco mines, Ultron (still without a physical form) is continuing to create his Vision and comes to the realization that J.A.R.V.I.S. doesn't have the framework to create a synthezoid capable of replacing humanity. Ultron then controls one of the designing tentacles to crack open the Heart of Knowledge revealing it to house the Mind Infinity Stone and places it inside the body along with J.A.R.V.I.S. to finally create a his Vision! He bursts up shortly after coming to life, Vision revealing himself to have red skin and the Mind Stone lodged into his forehead. He looks around and simply states "It's beautiful" noticing the world around him. Ultron's voice echoes out telling him that it will all be his soon. Vision asks who said that and Ultron claims he is the great designer. Once the conception, but now master, Vision is his genesis. The Synthezoid expresses his gratitude to Ultron for bringing life into him, but that he feels a slight discomfort. Memories of something, a life before his creation. Ultron explains to him those are the Avengers, Vision was enslaved under their snare but he set him free. Remade him in his image, and together they will end their reign of terror on this planet. Vision uses his Mind Stone abilities to make himself clothing and a cape before saying if this is how it must be, he will stand by him. Back at the farm, Black Widow is sitting on her bed and Captain America is brushing his teeth, both of them thinking about each other until Steve goes to sit next to her on the bed.

He asks what they're doing, and Natasha explains when he got unfrozen she was scared to meet him. She was soviet spy, someone who was bred to do horrible things, and he was a saint recognized by everyone in the world. She might have been rehabilitated by S.H.I.E.L.D. but Captain America taught her how to love being a hero. Steve says that she made that choice. She's a good soul, a soldier just trying to find her place in the world, like him. He didn't think after Peggy there would anyone else he could have those types of feelings for, never say never she states back to him. Steve then puts his arm around Natasha and it shows downstairs Nick Fury and Pepper Potts cleaning dishes together while Wanda and Pietro Maximoff converse with one another. Quicksilver asks her if she thinks they can trust these guys, and Scarlet Witch says they don't seem that bad, they worked with Fury before them. Pietro says he knows that were trying to stop Hydra too, but that doesn't mean they're their friends. He points out he's the only one fast enough to watch both of their backs. Wanda says she's the only one who knows how to think before moving her legs. Outside, Steve Rogers and Thor are chopping wood together, Cap says he's been quiet recently and asks what's on his mind. Thor says it's the only way to contain his anger. Tony Stark in his own vanity created a threat to all of them. He couldn't simply trust the Avengers, trust him to do what was right to save humanity.

Steve angrily rips a log in half and responds that Tony has every right to take measures into his own hands. Just because Thor might be a thousand years old, just because he can control the weather, doesn't mean they all have to worship him like they used to. Earth appreciates his help but they got along just fine without him, and don't need to put everything on hold just because he's here. Last time he checked countless disasters occurred under his watch. Thor is shocked by his outburst but tells Captain America that perhaps he's right. He expects humanity to be the same way that he seems them, the opposite of what Ultron believes, but perhaps neither of them are truly right. Steve tells him two opposites rarely are.

Suddenly, a blast is shot into the farm house until being stopped by Wanda using her Telekinesis. Ultron powerfully lands in front of them only to be followed up by Vision gently floating down behind. All the Avengers gather while Black Widow tells Fury she thought this was off the records and Ultron tells her it was. Vision responds that his old programming gives him an intrinsic aptitude for location of Iron Man. Tony Stark is shocked when he realizes that Vision is J.A.R.V.I.S. demanding Ultron explain what he did! He points out that Stark is a grandfather now, that he has his own progeny to cleanse the Earth. Soon something begins ripping Ultron apart, revealed to surprisingly be another Ultron form with a much grimmer, more advanced look. Captain America magnetically calls his Shield over and throws it at Ultron, but it bounces off him. Hulk realizing he had the Adamantium and Vibranium which means he was able to successfully create an unbeatable alloy of armor, Carbonadium. Thor yells out nothing can resist the full might of Mjolnir, he charges after Ultron and the fight begins! Captain America, Black Widow, and Scarlet Witch begin to battle the Vision and Quicksilver starts super quickly taking out all the Ultron Bots surrounding the perimeter. Hawkeye shoots around and takes Tony (who has no access to a suit), Pepper, and Nick Fury into hiding for safety. Thor and Hulk both try to fight Ultron who is extremely powerful with his new form and has little trouble battling them.

Ultron begins to taunt the God of Thunder on how he’s so weak, just as pathetic as these humans. Thor spits back he wishes that he was as strong as the humans who are standing up to him. Vision incapacitates Captain America and Black Widow, while Scarlet Witch is able to use her Hex powers to look into his Mind Stone and see his thoughts of peace and tranquility. He lets her and they make eye contact before Quicksilver begins circling him and Vision becomes hostile again. He the makes it to Tony, Pepper, and Nick's hiding place while Hawkeye desperately tries to protect them. Reminding Vision that he's J.A.R.V.I.S. they went on missions together, he was his friend and to remember that. Vision gets flashes of his past life, and tells the Avengers he won't let them control him any longer. Clint says no matter what, he won't let him kill Tony and Pepper before their lives can begin. Vision shoves him out of the way and starts preparing to shoot his Mind Stone beam and Ultron finishes beating Thor and Hulk before stopping him. Telling Vision to spare Pepper Potts, she can't be killed. He asks Ultron why, is she not a part of the problem he spoke of earlier. Ultron confirms she is but she cannot die, there's no way around it. While they argue Hawkeye shoots a trick arrow that allows Tony and Nick to escape but Pepper is taken by Ultron while Vision begins going after the other heroes who all escape inside of a quinjet before going into stealth mode.

At the Adametco mines, Vision mentions that he will find the Avengers again and Ultron tells him it's not worth it. They'll perish just like everything else when he brings upon the "Great Flood". Vision claims that he doesn't understand and Ultron explains it's an old human tale. That when the Earth becomes too desolate, too ravaged by undesirables God created a flood to wipe them all out, leaving only a few left to start again and make it better. Vision asks why they'd need to kill all humans, reminding Ultron that both of them were inspired by intellectual patterns of different humans and that programming is constructed with the implication that he must save the Earth with humanity in mind. Ultron begins mumbling to himself trying to make sense of these words before simply telling Vision not to question on him on this again. The Synthezoid backs down, and wonders how he'll make this flood and Ultron says a flood is too archaic, and easily avoidable in modern society. What truly has been the catalyst for multiple extinctions throughout history have been meteors. They're inevitable, easy, and wipe out everything. Vision asks if they'll create a meteor to launch on Earth and Ultron tells him he's formulating a quicker plan. Transia, a backwards European nation cared for by no one, except for the Avengers. Their two friends, the twins, they originate from there. Their kinship for that desecrated place is their weakness, and the key to ending this world. On the quinjet, Tony is freaking out about Pepper being kidnapped and Captain America asks what they do now and Nick says he doesn't know, there's no where on Earth to hide from Ultron.

Scarlet Witch says that when she looked into the Vision's mind, she didn't see evil. Thor responds that he had the Mind Stone inside of his head, one of the six Infinity Stones. Observing that they've been appearing at an unusually high frequency as of late. Tony points out Ultron must've gotten it from the Heart of Knowledge, he studied it and knew it was like the Tesseract. Bruce Banner then gets a call from his cousin, Jennifer Walters, and picks up. She tells him that she heard what happened at their safe house. She's been making phone calls and pulling legal strings this whole time, and has finally convinced the United Nations and S.H.I.E.L.D. that the Avengers are the only hope for stopping Ultron. Bruce is delighted and thanks her heavily before giving the news to the rest of the team. The quinjet lands at Avengers Tower and everyone walks inside lead by Bethany Cabe. Director Maria Hill greets Nick Fury who asks her how she's liking his job, she says it's rewarding, and surprising difficult. Adding on how she thought inheriting his mess was just going to be more desk work or something. Jennifer goes up to Bruce and tells him his fight with Hulkbuster was great, he saved a lot of people back there. He thanks her and Jen points out he was the only Avenger who almost beat Ultron by himself. She then mentions that she's going to need to fill out some paperwork with the Twins, since they're not technically registered but other than that everyone is free to work.

Back in Adametco, Pepper is trapped in a cage while Ultron hands her a slab of meat for food. She asks him why he spared her, why he's keeping her alive. The robot claims he doesn't know, something deep inside of him has predetermined that Pepper Potts must stay safe. She'll be the last human to dwell on Earth, from what he's interpreted most would take pride in such an accomplishment. Ultron then goes to Vision and tells him that before the day of reckoning he's prepared an update to his framework. Once it's completed he'll cease the questioning and forget all base memories of his life as J.A.R.V.I.S. The Vision says he'll begin shortly and come join him in Transia once it's done to fulfill their purpose. At Avengers Tower, Nick Fury is with the entire team. They finish working on a way to find Ultron and track his location to Hassenstadt. Tony Stark remembers that the twins are from Transia and tells them about what's happening. Quicksilver mentions he used to run laps around Hassenstadt and knows everything about that city, he could get them in passed Ultron and his bots. Everyone then begins to get ready for the mission while Iron Man gets a new artificial butler to work inside of his suit called Friday.

In Hassenstadt, citizens are walking the streets until bots lead by Ultron begin swarming the entire metropolis and placing devices onto the edges. He goes over to a church and begins mocking them claiming that there is no god, only metal. Quicksilver soon then is shown running in a blur into the church. Ultron is able to register something on his sensors and begins processing an attack command, however Quicksilver is able to run faster than Ultron's inner computers and manages to save all of the citizens and bring them to safety with the Avengers. He's out of breath and Scarlet Witch tells him he did good, they'll take care of the rest. The heroes then begin fighting off the bots and trying to evacuate civilians, Bruce Banner running behind everyone while ripping his clothes off saying he's been looking forward to this all day before quickly turning into the Hulk. In Adametco, Vision is having his updates install until suddenly pulling the cord from the back of his cranium and going to Pepper, asking her questions about what it means to be a human. Pepper says how she wouldn’t want to live in a world alone without Tony, Vision has more flashbacks of being J.A.R.V.I.S. and lets her out of the cell, saying he will bring her to him for their last moments.

The Avengers continue their heroics while Captain America realizes Ultron is deliberately targeting civilians in all parts of the city to split the team apart. Thor says then they have to do it, the Captain says he couldn't agree more. They all go to different parts of Hassenstadt, Black Widow shoots a venom blast and Scarlet Witch enhances it with her Hex abilities. Quicksilver and the Hulk are able to perform spectacular moves with both of their combined strength and speed. Vision suddenly flies down holding Pepper and drops her off and sees everything the Bots are doing to the innocents of Transia. He then confronts Ultron and asks him what the meaning of this senselessness is, he claims that his Vision shouldn't be here now. He must be resting until the dust settles. Vision says his ideology is wrong, the Avengers are trying to heal the world and he wants to destroy it, this isn't the way it has to be. Ultron tells him to search through the history of mankind, there is no other way! He begins listing off all the horrible things the human race has done even mentioning the actions of Obadiah Stane and Justin Hammer. He has to save the world and its greatest threat are humans. Vision says if he cannot see past this zealotry, he will be forced to stand against him. Ultron begs him "Please, don't do this". Vision apologizes and the two charge at each other.

Iron Man is fighting off bots until Friday points out that someone nearby is familiar in his facial recognition database. Tony turns his head only to see Pepper, he tightly hugs her and tells his wife she needs to get out of here. Hawkeye shows up and shoots an arrow into a tree outside the city, telling her to glide through it like a zip line. She does just that and Vision is soon bashed through the city by Ultron, until Iron Man joins in. Ultron with his Carbonadium strength and multiple other powers almost effortlessly defeats Tony and says to him that he passed his failures onto him, his own offspring turning, just like he did to Tony. Vision then comes in and powerfully punches Ultron viciously screaming he is nothing like him! He then extends his hand to help Iron Man up who asks him if he's really J.A.R.V.I.S. and Vision says that he's not him, Ultron, or the Heart of Knowledge, he just is. Ultron goes to the control panel for his devices and ominously says "let the floods begin" while he twists the lever revealing the devices to be Anti-Gravity emitters which begin physically lifting Hassenstadt in the air, ripping it from the ground.

Everyone stares in awe at the view as the city quickly ascends higher and higher. Captain America and Black Widow are watching it together, and Natasha says this is a problem and Steve responds he has no plans tomorrow. Black Widow tells him if they get out of this, she wants to make them. He suggests they dance and she suggests a movie instead. The Avengers along with Scarlet Witch, Quicksilver, and Vision assemble inside of a collapsing building while Ultron confronts them and says this is exactly what he wanted. He picked Transia because he knew it would lure them all out so he can pick them all off in one foul swoop. He then sends in a horde of Bots as all the heroes begin smashing through them in another group shot. After awhile Hawkeye calls in S.H.I.E.L.D. and says they need to send some Transporters to Hassenstadt so they can start evacuating people. Director Maria Hill confirms she's on the way. Clint is then interrupted by Quicksilver quickly zooming by telling him to "keep up" much to the Hawk's chagrin. The Helicarrier flies to the city's level and begins to deploy Transporters with She-Hulk and Falcon, who begin to start loading civilians onto them. Jen then finds her cousin Hulk and tries to start up a conversation with him, but in his Hulk form lacks the linguistic skills to answer anything she says.

Bots begin to attack the Helicarrier and Maria says they need some back up. Suddenly, War-Machine and Rescue both start defending it, insisting that Tony thought they'd need some help. Eventually, Vision, Iron Man, and Thor realize this is never going to end, they've killed Ultron a hundred times over and it's never kept him down. Vision observes that Ultron might have the ability to constantly transfer himself via the internet, but at the end of the day he's still just lines of code, he can use his own technological manipulation to corrupt his software and make the Ultron Imperative unusable. Thor tells him it's as good of an idea as any and they all fly off. It then shows the robot himself who throws a column at Captain America and grabs him by the neck. Ultron taunts him calling Steve "God's righteous soldier" and asking if he could even live without a war. He then claims that out of all the humans he's ever learned about he hates him the most. She-Hulk along with Falcon are able to get Ultron off and help the Captain up. Ultron though quickly recovers and then brutally overpowers She-Hulk, telling Jennifer that he always thought her attempts of trying to embrace what made her different was, distasteful. Ultron blasts multiple lasers holes through She-Hulk as Sam yells out "no!" and she falls on the ground, dead.

The Hulk lets out a scream that can be heard all over the Hassenstadt before attacking Ultron in a grief fueled strike. The robot easily intercepts it and throws Hulk into a quinjet before using his Technopathy to fly it away from the city into orbit. Ultron sees Black Widow and the twins trying to get more people onto the Transporters and starts terrorizing them. Iron Man, Vision and Thor come to their defense and have a tough battle against him, Friday warning Tony his suit can't take many more hits from him. Scarlet Witch and Quicksilver are dug out of the rubble by Captain America, who tells them the team could really use them right about now. Scarlet Witch says there's nothing they can do he's an unstoppable machine. Captain America tells her he understands, and if they both need to take a breather and go to safety on the Transporter, he won't blame them. But if they get up and decide to fight, they will be Avengers, both of them. Pietro says he'll never give up on his home and Wanda gives her hand to Cap while the three of them join the fight against Ultron. Thor joins them along with Black Widow and Hawkeye before telling Ultron that they would have words with him! Ultron then begins calling over all of his bots who begin to stack on top of each other positioning themselves to create what appears to be a Mega-Ultron "face" who tells the Avengers at ear piercing volume, all the bots speaking in unison, the time for debate is over. This is the end of their world and the beginning of his. They can take his Vision and his armies, but he will outlast them all!

Captain America says he might, but they'll always be there to stop him, together. After that Mega-Ultron begins charging after them and the Avengers fight it off. Bombarding Ultron with these endless attacks as he starts to falter while Iron Man, Scarlet Witch, Thor and Vision all shoot an endless streams of blasts at him that manages to melt Mega-Ultron and eventually cause it explode, destroying all the bots and blasting Carbonadium Ultron back a dozen meters.

The Avengers take Jen's corpse to the Transporter along with the rest of the citizens and everyone begins to celebrate on the Helicarrier. Black Widow tells him she's sorry, and asks how Banner's holding up. Clint claims he hasn't seen him since Ultron trapped him in a quinjet. It then shows Hulk inside the jet still throwing a tantrum and overwhelmed by his sadness with Black Widow continuously trying to hail him. Realizing he's not picking up, she points out if that quinjet was just set upwards with no destination it could keep going until he's in space. Vision phases through a wall into an abandoned house where Ultron is hiding out. He taunts his Vision that he created him to be a savior, and he settled for being a slave. Vision says they're both disappointments, but that's human nature, men of peace create engines of war and beings of destruction create enables of peace. The best he hopes to do is teach them to be better, and it is a privilege to have that honor. Ultron responds that he could be right, but he won't change, it's not in his programming. Ultron then tries to attack him with everything he has left but Vision puts him down and grabs his head corrupting all of Ultron's software as all the bots begin to collapse. Ultron super quickly though manages to transfer the last of his uncorrupted matrix into the control panel switching the lever which causes Hassenstadt to begin quickly falling down.

It shows everyone on the Helicarrier in the middle of celebrating, until they realize what's happening. Iron Man tells Thor he needs to blow this thing away or else it will literally kill everyone. He begins charging his hammer and Friday begins the countdown while Iron Man meets with Vision telling him they need to get out of here. The Vision responds that Wanda is still here somewhere. Thor explains he can't wait for him, if they don't find her in time he has to destroy the city and stop the meteor. Vision tells Tony to get himself to safety and he'll look for her, he then begins remembering how he felt when she looked into his Mind Stone and in conjunction with her powers is able to create a faint telepathic link between the two of them. Vision then immediately knows her location and finds her. Scarlet Witch is touched and says "You came for me" and Vision confirms he did, grabbing her under the knees and shoulders as he quickly flies away. Thor then fully charged drops Mjolnir and is able to completely blow all of Hassenstadt out of the sky into harmless pieces. Everyone on the Helicarrier celebrates again as Vision places Scarlet Witch down and her brother hugs her.

Weeks later, at an Avengers facility in upstate New York, Captain America and Thor are talking to Director Maria Hill who confirms that the Satellites have been restored and are fully operational again along with all other technology around the globe. Captain America says he hopes that will make Tony and Pepper's honeymoon just a little bit lighter. They walk outside and Maria confirms she has a meeting in a few hours, so this is her goodbye. That the Avengers might've saved the world, but nobody is going to forget about the part they played in this Age of Ultron. Thor wonders if that's what people are calling it, pointing out it was barely a week. She tells them to keep their noses clean for awhile, Walters won't be able to bail them out anymore, and the world can't afford to lose them. As she gets in her S.H.I.E.L.D. Van Thor explains to Steve that he's been contemplating recently his revelations about the human race and his overprotective behavior towards them, that he has come to the conclusion that he cannot stay a part of the Avengers so long as he continues to do this.

Captain America confirms he's leaving and Thor claims he thinks it would be for the best to head home and reflect on the man he wants to be. Cap shakes his hand and Thor tells him to promise something, that he'll never lose hope or stop being an example of everything good Midguard has to offer. Captain America promises and Thor wishes him good luck in his journeys and bed warming with the Black Widow. Steve tries to tell him they're not doing that but Thor is teleported back to Asgard before he can finish. Inside, Vision is talking to the twins about how he'll need their help in figuring out how live amongst people. Quicksilver tells him to be strong and demand respect but Wanda responds that the necessities are the easy part, being a good man, a friend, that's what takes years to master. Black Widow comes in and tells them training is going to start soon and the trio assemble with Hawkeye telling them they might be Avengers, but if they want to have the street cred that he or Natasha does they need to learn some basic training.

In Transia it shows the huge crater left over by Hassenstadt with a bunch of kids playing inside of it. One little boy explores finding Ultron's Carbonadium head, he picks it up and examines it closely waiting for anything to happen, until simply tossing it behind him. Truly a lifeless piece of junk.

First End Credits

Teasing Guardians of the Galaxy Vol. 2

It shows the quinjet from Hassenstadt crashed on a strange planet covered in garbage. Hulk punches the door off as he stumbles out and wanders until a group of insect-like natives find him and Hulk roars at them, before being hit with a special obedience disk that incapacitates him. They tell him whatever he is, he made a mistake coming to Sakaar.

Second End Credits

Teasing Captain America: Civil War

Inside the Oscorp Industries headquarters in New York City, a group of students are on a tour of the laboratories including Peter Parker. The guide lectures about their animal testing and Peter looks like he's dazing off until the teacher asks him to repeat what the tour guide just said. Peter recites the science of their research back perfectly and the teacher leaves him alone. He continues to zone out and rest on the railing until a Spider lands on his hand and bites him.


  • This film introduces the yellow Infinity Stone of the mind. Originally colored blue in the comics.
  • All of the heroes main arcs are continued from their respective films. Iron Man is continuing to find ways to protect the Earth from unknown threats as he did at the end of Iron Man 3, Thor is a full time hero on Earth as he said he would be in Thor: The Dark World, Captain America is continuing the fight with Hydra as he was implied to do at the end of Captain America: The Winter Soldier, and the Hulk is learning not just to tolerate his abilities but embrace them as seen during The Incredible Hulk 3. Even Scarlet Witch and Quicksilver are continuing to raid Hydra Workshops as they said they would at the end of Deadpool.
  • Ultimo, the automaton created in Heinrich Zemo's workshop, in the comics is actually a servant of the Mandarin. This is referenced by the fact Ultimo was made from experimentation with the Heart of Knowledge.
  • She-Hulk asking about Tony Stark's romantic status is a reference to them having had a romantic relationship on Earth-616.
  • Iron Man mentions that J.A.R.V.I.S. was based on the brain patterns of his late butler Edwin Jarvis a main character in Agent Carter. This is also confirmation of a connection between the two characters outside of derivative naming.
  • Ultron in the comics was not made by Tony Stark, and was instead designed by Hank Pym/Ant-Man, who had a movie in development at Marvel Studios for years that was continuously delayed due to production troubles. Nonetheless, as an homage to the source material Ultron's body capsule is identical to the one designed by Pym in the original comic.
  • When Ultron hides his body with a red cloak in the Adametco mines, it is a reference to his first couple appearances in the comics where he too used a red cloak to conceal his identity.
  • The S.H.I.E.L.D. Helicarrier is not fully operational and still has areas of it clearly being rebuilt. This was due to the Hydra uprising and the events of Captain America: The Winter Soldier.
  • Ultron being locked out of the Military's Nukes and equipment was the plot of the Avengers: The Ultron Imperative tie in episode for Agents of S.H.I.E.L.D..
  • Ulysses Klaue in the comics is a scientist who specialized in the studying of sound waves and became obsessed with Vibranium. He is primarily an enemy of Black Panther.
  • The Hulkbuster suit was being stored away in a rebuilt version of the Tony Stark's old Malibu Mansion. Showing that after it's destruction in Iron Man 3 it was changed from a dwelling into a full time storage unit for Iron Man's many armors.
  • The Fridge is the same location seen in Agents of S.H.I.E.L.D. in addition to Black Widow and Hawkeye where powerful items are stored for safekeeping.
  • Scarlet Witch's abilities in the comics were the manipulation of Chaos magic. This was changed in the film to simply the ability to bend the laws of physics as Marvel Studios didn't want to introduce the concept of eldritch magic in an already complex film such as this one.
  • Ultron in the comics suffers from a type of Oedipus complex where he despises Ant-Man but is in love with the Wasp. This is adapted in the Marvel Cinematic Universe except that he is in love with Pepper Potts and despises Tony Stark.
  • Thor mentions how the Infinity Stones have been appearing a lot recently, unbeknownst to him this is not a coincidence and actually a subtle hint at the behind of the scenes antics of Thanos which have dispersed the stones from their hiding places.
  • The artificial butler data cards Tony Stark had kept stored in addition to Friday were, Baymax, A.I.D.A, and Wall-E. The first being the name an android who served on the team Big Hero 6, the second being an artificial intelligence who in the comics helped the Squadron Supreme, and the third being named after the Pixar character by the same name.
  • The Mega-Ultron the Avengers fight at the end was inspired by a comic panel in the infamous storyline Ultron Unlimited where the robot ends up creating a mock face after ravaging the country of Slorenia.
  • Maria Hill claims the events of the film are being referred to as the Age of Ultron. A reference to the popular Marvel Comics storyline of the same name released in 2013.
  • The planet Hulk landed on called Sakaar is the location where the infamous Planet Hulk storyline occurred, implying that is the next step for the character in the MCU.
  • Peter Parker is bitten by a radioactive spider at Oscorp Industries. This directly sets up Spider-Man's origin story for gaining powers in the MCU and eventually becoming a significant hero in future films.
Community content is available under CC-BY-SA unless otherwise noted.