Ultimate Avengers (Video)


 * "Ultimate Avengers" redirects here. For the team see .

An aliens species that has been hidden on Earth for decades threatens to take over the planet. The only hope for humanity is S.H.I.E.L.D. But when their super soldier program fails to bring any results they look for help in a group of unpredictable civilian superheroes, each with their own motivations. To lead the team S.H.I.E.L.D. goes to the only super soldier to be successful. The only person to fight the aliens and win. The person who person who gave his life to save his country. S.H.I.E.L.D. resurrects the World War II hero Captain America!

Suicide Mission
In the North in  a squadron of s transport the. The announces that  has been taken and  is expected to surrender. However, there are also claims of a that is aimed at.

tells another man to turn off the radio as they don't need to be distracted by thoughts of home. A photographer,, tells him to relax since they have their own superweapon. However, Kowalsky believes that is going to die like the rest of them.

In the front of the plane, Cap looks at a picture of his sweetheart. When the tells him that the  is approaching Cap puts the photograph in his jacket.

Kowalsky opens the side door and the soldiers begin out. On the ground forces fire at the troops with s and.

Barnes lands but his parachute starts pulling him away. He unlatches it from himself before it is ripped to shreds by Nazi bullets. He throws himself into a blast crater next to Kowalsky. The soldiers move to the where the Nazis are holding up but the defense is strong. Many soldiers are shot or blasted. Kowalsky asks Barnes were Cap is.

Just then Barnes spots a B-24 screaming overhead flown by Cap. The Nazis fire at it damaging it, but Cap jumps out the side and lands safely on the ground. The B-24 then crashes into the side of the castle destroying the defenses and opening a hole in the side. Cap then leads the charge inside. The Nazis fire at Cap but his keeps him perfectly safe. The following soldiers knock out the Nazi infantry.

Cap and a group of soldiers run through the castle and find the superweapon, a giant hidden inside a giant room. A group of Nazis spot them and fire. Using his shield as protection Cap jumps onto a hook and swings across the room.

On the other side he sees a group of s and working on advanced computers. walks down the stairs talking of meeting Cap once again. The creatures surround Cap and Kleiser makes a command in German. Suddenly the roof above the missile opens up.

Cap knocks an attacking creature away as Kleiser leaps at Cap and punches the shield hard enough to dent it. Kleiser tells Cap that the war is over and the Americans have lost, but Cap refutes this by saying that dead. Cap knocks Kleiser back into a computer. Kleiser tells him that this is more than about Hitler.

Cap throws his shield at Kleiser and hits him in the stomach. Much to the astonishment of Cap, instead of blood tendrils come out of the wound. Kleiser's face then distorts into the creature's. Kleiser removes the shield and changes to normal. Before they can continue their fight the missile's rockets activate.

Cap runs over to the missile and uses his shield to stay open a hole and stay on. The missile then blasts out the top of the castle as the American soldiers watch. Barnes takes a picture and sees Cap on the side. Then, four strange looking aircraft follow the missile.

Unfortunately, Kleiser is also on the missile using deformed claw-like hands to stay on. Cap grabs a intending to put in the whole he made. However, Kleiser attacks him from behind while Cap holds onto the hole to stay on. Kleiser punches Cap in the face several times but Cap kicks him off. Kleiser appears to be caught in the rocket's blast.

Cap pulls the pin on the grenade and drops it in the whole. He leaps off before the rocket explodes. The explosion catches one of the strange aircraft and destroys it. The soldiers on the ground shield their eyes from the blast then watch as a forms. Knowing that Cap was near the missile the soldiers remove their helmets and bow their heads in morning.

Unconscious, Captain America, his clothes torn to shreds, falls dreaming of his final message to Gail. He crashes into the ocean and disappears into the darkness below the surface.

"I Think We Found Something"
Over sixty years later, an suddenly lights up an icy tunnel and drops down fizzling out. A launches another flare to guide the way. One of the s tells General that they still have not spotted anything. Fury asks Professor for anything. She tells him why it is difficult to find anything in the North Atlantic.

Before she can finish a proximity warning forces them to come to a complete stop. They halt before hitting a large. Betty then believes she found something, one-hundred and eighty-two meters deep within the glacier.

The submarine then launches a drone which enters a small crevice piloted by Betty. Once it reaches a dead end the drone uses s to open a hole. The drone enters the whole and finds the frozen body of Captain America.

Super Candidates
Three s fly towards outside of. The three land and Cap's body is removed on a hovering, still frozen in ice. Betty gives specific instructions for the body as she does not want the harmed. Fury congratulates Betty and lets her inform. In a lap the tube is opened up.

In another lap a group of three young scientists asks Dr. Bruce Banner about what they will be doing. He explains that their job is to recreate the that turned a frail enlisted man into Captain America, the peak of human performance. He complains that the inept record keeping skills of 1940 meant that the secret died with Cap. He gives them the original file to memorize and a four thousand page hypothesis to read through.

Bruce tells them they have twelve super soldier candidates and they are developing twelve different serums since each person's body reacts differently. Bruce also explains that he is the only one who can handle the blood samples to keep the blood untainted. The three's jobs will be to help Betty rebuild the, where the serum is administered, which the schematics are also in their package.

Bruce is then dismayed to learn that the only questions that they have is regarding the. Betty then enters telling him that they found Cap.

Cap's body, now free of the ice, is being analyzed by an overhead scanning device. A scientist walks over and sees something in Cap's jacket, the picture of Gail.

Bruce and Betty run down the hallway. Bruce asks Betty if there is any damage and she tells him that it appears like Cap could just get up.

The scientist examines Cap's body when he notices the that the eye starts to twitch. The eye opens and Cap gasps for breath, shocking the scientist. Cap knocks over a tray of tools alerting another scientists and grabs the scientist's throat.

Betty and Bruce continue down the hallway when a scientist bursts through the door in front of them. Guards come from the opposite side and run through the hole. Bruce looks in but ducks as the guards come flying out. Bruce looks in again to see Cap kicking a guard and throwing a tray at another. Just then a wavering of the air moves in front of Bruce and Betty.

Cap knocks out two more guards when a gun appears pointed at his head. The shimmering shape disappears revealing Fury in a special suit. He takes off his mask and tries to calm Cap down. Cap spins around and knocks Fury down and runs out into the hallway.

Fury commands his forces to stand down and let Cap outside.

Cap runs to a hallway and jumps out. He lands safely on the ground but is stunned by the enormity of where he is. Then he looks across the river to see the and a modern looking New York in front of him. He is then shocked by a landing right besides him.

Nick Fury, now in full military uniform, walks up to Cap. Cap asks if they won, meaning World War II, and Fury tells him that they did. Just then Cap collapses from exhaustion but is caught by Fury. A vehicle comes out to the two of them to get Cap.

Intruders
In outer space a is accompanied by a. Two s land on the satellite and clamp themselves on. The opens a panel and activates a computer turning on the satellite. The informs  that  is online.

At mission control Fury tells the others to test it out before putting it into full orbit. One of the controllers informs Fury that they found the hull of a  ship in the. Fury is glad to know that the ships can no longer hide.

Unfortunately, the ship then makes its way towards the satellite. Fury orders them to get the astronauts away from the satellite but it is too late. The female astronaut sees the ship, the same design that followed the missile, come around. The astronauts try to get away but the alien ship rams the satellite into the shuttle and forces both into the atmosphere.

Fury goes to the where three  faces appear. The four watch on the monitors as the shuttle and the satellite fall in an uncontrolled decent. They both burn up until the transmission is lost.

In orbit the flies away past the two astronauts who have nothing to hold on to.

The three order Fury to launch another satellite as soon as possible, which Fury explains can be within the week. However, Fury does not want to sacrifice any more lives to do so. The three then decide to initiate for additional protection. Fury does not want move forward with that project as the stakes are too high and it would involve civilians, who he feels would not take orders from him nor anyone else. Since they found Captain America he wants to move forwards with his. Unfortunately for him, he is ordered to move ahead with Project: Avenger, with their list.

Making an Impression
Steve Rogers, out of his tattered uniform, is being examined with Bruce eagerly watching in the observation room. Betty walks up to Bruce handing him some pills and a glass of water to wash them down.

Bruce wants to be in there but Betty reassures him that they are just making sure Cap is stable. Betty is happy to see Bruce excited again and Bruce believes that Cap will answer many questions they have. Betty thinks he means restoring his reputation as a scientist but Bruce means he can control the Hulk and then be together with Betty. This leads to the two arguing over whether this time will be any different or another mistake by Bruce.

Fury enters and asks Bruce when they can get a working serum. Bruce tells him about four weeks but that's not fast enough for Fury. Fury tells Bruce that the project is about to be stopped unless they find results. Bruce wants to be taken off his because he feels they're slowing him down. But Fury refuses because he claims they're still rebuilding from the last time they tried that. This makes Bruce angrily storm out.

Fury asks Betty why she is behind on rebuilding the Rebirth Chamber. She tells him that they are waiting on equipment from and she can't get ahold of Tony. Fury says he knows how to find him.

leaves the elevator to a nice with two lovely ladies. One of them walks away after Tony signs something on a pad while the other hands him a for a call with a. He talks about a conference being on schedule while he greets several other people. He finishes his call, tosses the phone back to the woman, and walks to the. The already has his drink ready for him.

Tony drinks a toast to a beautiful woman next to him before he notices another gorgeous redheaded woman in a red dress walking towards him. This woman, with a accent, catches the attention of all the men in the room. She orders what Tony has and the two flirt a bit before she walks off. Tony follows and the two begin again. He asks her name and she decides to tell him in private.

In an empty office Tony once again asks her name. She tells him it's Natalia Romanov, then pulls down his jacket putting his hands behind his back. He recognizes the name as that of the as she pulls a gun on him. Fury enters the conversation by saying he prefers to call her his Number One. Natalia lets Tony go and he and Fury start talking.

The two spar on who put who on the map, then Tony informs Fury that the parts shipped that morning. But Tony knows that isn't the real reason Fury came. Fury reveals that he wants and believes that whoever Iron Man is he came to Tony for the suit. Tony claims he doesn't know anything about him and he doesn't make "cheap toys." enters and tells him that Tony's is ready to take him for a meeting with the. Tony leaves but not before unsuccessfully asking Natalia if she would like to have a drink later.

"It's Everything To Me"
On the rooftop Fury tries once more saying it's a matter of national security. Tony then agrees to give Fury some to take home, at a good price of course. Tony climbs into the helicopter and leaves.

In his room Steve wants to speak to Fury. However, Bruce says he is away of business and introduces himself as the head of the super soldier program. Steve thought the program ended with him. Bruce says he's correct, but that it was reinstated several years ago. He explains that he's been trying to duplicate it but no one else has gone through the process. Bruce asks for some of his blood to try to solve the formula and Steve extends his arm. Bruce's hands shake because he's waited so long for this but he gets the sample. As he leaves he gives Steve the picture of Gail. Steve asks if she's still alive and Bruce says she is but there's something else.

A VTOL lands at and Fury and the Black Widow exits. On the phone, Fury gives permission for Steve to leave as long as he has security with him at all times. Fury and Widow enter the building and find an army of s crawling into the letters "SHIELD SUCKS". Fury then finds the man responsible, Dr. . The two trade quips before Fury asks for his wife,.

Wasp enters and tells her husband to take his ants to the lab. Fury wonders what Janet sees in Hank and she reveals that Hank feels the same. But she tells Fury that Hank loosing the super soldier program to Bruce was the best thing for him since he's accomplished so much since, partly to rub it in Fury's face.

Fury says he came because he needs superhumans as it's a situation greater than S.H.I.E.L.D. can deal with, though he cannot divulge the details. Wasp in unsure but agrees, if they agree to let Hank in too. Fury claims he wants a hero not a scientist, but Wasp pulls him along to show him something. As they leave Widow gets a call on her.

Fury and Wasp enter a large room with Hank, who already knows what they were talking about thanks to the ant of Wasp's shoulder. Fury knocks the ant off and demands to know what Hank has found. Hank pushes some buttons on his suit and suddenly grunts in pain. Then he begins to grow in size until he is as tall as the room.

Widow enters and tells the general that an has lost two engines and is coming down in the city. When Fury asks why he should care she tells him that Iron Man is saving the plane. Fury and Widow leave, welcoming Wasp and Giant Man to the team.

Iron Man
High above the city Iron Man desperately tries to slow down the crashing plane, but it is heading towards the. Iron Man aims his jets so that the plane goes over the bridge and then lands in the water. It slows down underneath the. Helicopters move in to rescue to the people on the plane.

Iron Man bursts out of the water and lands near some s. However, he detects radio transmissions talking about him being surrounded by civilians. Iron Man flies away before S.H.I.E.L.D. soldiers arrive.

As he's flying through the city S.H.I.E.L.D. aircraft begin to pursue him, lead by Fury. The aircraft fire on him but Iron Man easily dodges it. Suddenly Giant Man steps out from behind a building and knocks Iron Man out of the sky and crashing into the ground where he surrounded by S.H.I.E.L.D. soldiers.

Fury walks up to Iron Man but the armored hero points an arm mounted weapon at him and gives him ten seconds to explain himself. Fury explains that the planet's in danger, he's putting together a team, and wants Iron Man on that team. Iron Man says he works alone and disables all the S.H.I.E.L.D. guns around, which were built by Tony Stark. He leaves and jokes about Giant Man's outfit.

Steve Rogers, in full military uniform, walks through the streets of New York listening to and loud music. He's followed by four S.H.I.L.E.D. guards who won't leave him alone. Steve notes how the neighborhood as changed after seeing two s walk by. He's astonished when he sees himself reflected in dozens of in a store window.

Steve makes his way to the and knocks on the door. Bucky answers the door and happily invites Steve in for decaf, though Steve doesn't know what decaf is.

Later, Steve looks at Bucky's photographs and saw how he married Gail and grew old. Steve asks if she's there. Bucky says she is but needs more time. Steven then asks about the other guys but Bucky only looks down.

Steve leaves and goes to a past the s of other soldiers. He kneels down besides the grave of Gil Kowalsky as a S.H.I.E.L.D. transport lands nearby. Fury walks up to Steve, who is saddened that everything and everyone he knew and cared for is gone. But Fury says there's still his country who needs him. The two then walk back to the transport through all the graves.

"Why Me?"
Flying above the city, Fury tells Steve that he wants him to lead this superpowered team. Steve is unsure but Fury reminds him that he's the only one to have battled this threat and beaten it. Fury gives Steve a folder with all the information on his team. He opens it up and asks Fury about the first one, the one who can fly, has super strength, and hurls. Fury tells him that this guy thinks he's the Norse God of Thunder:. However, Fury just thinks he's crazy and has powers.

Somewhere in the icy oceans, a is stopped by three smaller ships carrying peaceful demonstrators led by Thor, who boasts of his triumphs. The grabs a gun intended to threaten the demonstrators but Thor is unfrightened. The captain fires a shot but Thor does not even move.

He then grabs his hammer from his belt and calls for a great storm cloud. Lightning begins to spark everywhere and the sea begins churning. The waters around the demonstrators' boats rises up to protect them, while the waves slam into the whaling ship. The crew can barely stay on their feet. Thor then calls forth a large storm to crash onto the ship, then calms the weather around them. The captain gives up and orders the ship to turn around.

The demonstrators cheer as the S.H.I.E.L.D. transport arrives. Thor orders the demonstrators down below while he talks to Steve and Fury. Thor is not happy to see Fury but is delighted to meet Steve. He then offers Steve a pint of, who refuses. Thor asks Fury if he is there to arrest them for their protests in Washington. It was peaceful, until Thor was provoked.

Fury explains about the threat to the world but Thor is not interested in the wars of man. Thor refuses Fury's offer, but knows the team is in good hands with Captain America and gives Steve a big hug.

As they are flying back Steve notices a large section of the city that has been destroyed, and asks if they were attacked. Fury says they were, by Bruce Banner. He explains that Bruce was caught in an explosion of and created a monster inside him. He shows him video of the Hulk and explains that when Bruce gets angry he transforms, and the angrier he gets the stronger he gets.

Round Table Meeting
Bruce and Betty sit in a conference room when Hank and Janet walk in. From the other side Fury, Natalia, and Steve walk in. Janet notices how young Steve looks. Hank, obviously jealous, tells her he's sixty years too old for her. He then goes on to start at Natalia causing Janet to elbow him in the ribs. Hank asks who is going to lead, and Fury points out that it's too early for Pym's promotion.

Fury explains that they are all now part of Project: Avenger, under the command of Captain America. However, Hank thinks they'll all end up "on ice." Just then Iron Man walks into the room. Hank teases the armored hero about a rematch but Fury stops him as he explains their mission.

Fury explains how the secret Nazi fortress off the coast of was built to launch a nuclear warhead. He shows them the picture that Bucky took. He thanks Steve for his work in saving Washington D.C. Betty asks how the Nazis could have gotten nuclear capabilities and Fury explains that it was extraterrestrials. However, Hank obviously doesn't believe in aliens but Steve tells him how these things killed his men and how real they are.

Fury then shows them a picture Bucky took of what the Germans call the Chitauri. He explains that the aliens have been hiding out on Earth since World War II. Using their three ships they buzz around and military facilities. He tells the group that they found a way to track the metal in their hulls but shows them footage of the shuttle being destroyed.

Hank asks how they were able to get information on the alien ships. Fury shows them a piece of the hull from the one ship that was destroyed. The Chitauri failed to recover every piece. Bruce moves to examine it and asks what it is. They don't know what it is but they call it vibranium and Fury says it absorbs energy like a sponge.

Three soldiers enter the room with large weapons. One fires a machine gun, another a, and the last a. After the smoke clears the podium is damaged but the metal is unharmed. Fury explains that short of a nuclear blast nothing can penetrate it, except more vibranium. Widow throws a vibranium knife which sticks into the metal. However, they were unable to recover enough of the hull to be effective.

Janet asks if Stark Enterprises is working on anything, but Betty claims that unless there's money to be made Tony won't care. Hank then asks why they put up with Tony, catching the attention of Iron Man. Janet then confirms with Fury that they can't find the ships nor shoot them down if they could. Fury says it won't be easy but none of the group quits.

At a military base, a named  is patrolling the perimeter when he hears an odd noise. He looks up to find a Chitauri before being grabbed. On the roof the alien stabs his stomach and sucks something out. The man dies and the alien creature becomes him exactly.

Back at S.H.I.E.L.D. Steve follows a scientist and sees the rebuilt Rebirth chamber. The scientist goes into the room but Steve stays outside. Suddenly his mind flashes back to the original Rebirth chamber, where he was made into a hero. He remembers the pain he went through as he was strapped inside a gas chamber and his muscles grew in size. Betty notices as he snaps out of it and walks away.

A Cure
He wanders over to Bruce's desk, which is covered in images, articles, and papers about Captain America, including his old shield. Steve touches the dent in the shield when Bruce walks up.

Later, Bruce takes another blood sample and tells him the first gave them exciting results. However, Steve is uneasy after knowing about the Hulk. Bruce explains that the secret to controlling the Hulk may lie in the super soldier serum. He wants to use the Hulk to help humanity like Captain America. But Steve tells him how it changed his life, how he can never live a normal life like he wanted. Bruce grows depressed because he thought Steve would sympathize with him.

Steve gets a call and stumbles with the headset. He hears that Fury wants him and leaves. Once he's gone, Bruce angrily knocks over a table. Betty sees this an quickly leaves the Rebirth chamber to grab a. She puts it in his arm just as his eyes turn green. She realizes that Bruce has been ignoring his medication so he can focus. She tells him he's not the only victim of the Hulk and leaves crying.

Outside, Steve approaches the team asking what's going on. The Chitauri have taken a heavily armed S.H.I.E.L.D. facility killing everyone inside. The Chitauri then activated all the base's defense, which S.H.I.E.L.D. cannot shut down. They are using the base to locate every S.H.I.E.L.D. satellite and destroy it like they did the day before.

Fury wants the team to save the satellites and if possible capture the Chitauri. Fury then hands Steve a brand new shield, one made out of a combination of vibranium and so that nothing will dent it. Hank makes fun of the shield saying they needed the vibranium for weapons. But Fury says that Captain America's shield is a weapon.

At the base the Chitauri reaches inside its body and pulls out a small sphere, which opens up and walks around. It extends wires to the computer and begins hacking the database.

A S.H.I.E.L.D. transport lands outside the base and Captain America in his new outfit, Black Widow, Wasp, and Giant Man exit. They are met by Iron Man who wants to see how the mission goes before officially joining the team.

Inside the base the sphere has successfully hacked the database and the mainframes activate.

At S.H.I.E.L.D. headquarters a controller tells Fury that the intruder has hacked the database and is downloading every piece of information. The controller is trying to keep the intruder out but nothing is working.

The Chitauri leaves the room and enters the satellite facility. It reaches into its body again and pulls out small discs which it attaches to the satellites.

Outside, Cap explains about the automated defenses. But Wasp goes on ahead believing she won't set them off. Cap decides to go off to the East and orders Iron Man to scan from above to find the Chitauri, Black Widow to take the loading dock, and Giant Man to stay behind in case it gets out. Giant Man believes he should go in as the strongest one there but those are Cap's orders.

The Ultimates Attack
Wasp flies up to the facility and blasts a small hole through a door to inside. She sees that the central corridor is clear but something detects her presence. Black Widow fires at a lock to get into the loading bay. She shoots an overhead turret and informs the others that the room is clear. Overhead, Iron Man finds the Chitauri, but also notices that triggers surround Wasp. Giant Man is shocked to hear this.

Cap breaks his way in and with a single swing uses his shield to knock out three turrets. He then orders everyone to advance, but orders Wasp to stay still as the area's too hot. Wasp goes on with confidence but is caught in one trigger causing it to explode. Giant Man hears the blast and heads towards the building but a turret stops him.

Cap wonders if Wasp is alright and Iron Man decides to find her, despite Cap's orders not to. Iron Man crashes through the ceiling and destroys a turret with his. Iron Man flies through the facility but starts to get caught in the infrared triggers. He launches a few rockets a door and crashes through the remains.

In the next hallway Iron Man finds Janet but is caught off guard by another turret. He then starts bouncing between infrared triggers until his suit powers down and he's knocked unconscious.

Outside, Giant Man gets up and increases his size. He kicks a turret and starts smashing in the roof. Cap orders him to stop or else bring the whole place down.

Inside, the sphere completes the download and shuts down the mainframes. The Chitauri picks it up and puts it back into its body.

Cap makes his way pass several more turrets destroying two with his shield. However, his shield gets stuck in a wall and two turrets rise up behind him. He is saved by the Black Widow who shoots the two before they get Cap. Widow complains that the others will get them killed. Cap grabs his shield and thanks Widow for the rescue.

Widow attaches a rocket onto her gun and opens up the door in front of them. They enter the satellite room and find bombs on them all. Cap grabs Widow and runs out.

Outside, the Chitauri presses a button activating the bombs and destroying most of the facility. The force of the blast knocks Giant Man back who then unconsciously returns to normal size.

Inside, Widow and Cap race through the facility. They spot the full sized Wasp who is trying to help Iron Man. He's not getting any air and Wasp can't get the helmet off. Cap runs over and rips the faceplate off. Widow, Wasp, and Cap look at each other in astonishment after seeing how it is.

Outside, Widow, Cap, Wasp, and Tony Stark in the Iron Man armor leave through a cloud of smoke. A transport lands and Fury gets out. Wasp helps Giant Man up and he notices Tony for the first time.

Fury arrives sees Tony. He berates them all for letting the alien destroy the facility. He tells them how they disobeyed orders and the alien got away. Giant Man reasons that he was trying to save his wife but Fury, tired of his arrogance, fires him. Giant Man storms off and Wasp follows. Iron Man claims that is why he works alone and blasts off. Cap hands Fury his shield and walks away. Widow follows to talk to him.

Passing Blame
Aboard the transport Fury orders national security to be moved up to 4. Fury then calls Banner at the SSP lab to find out about the serum. Banner says it may almost be ready. Fury then orders him to prepare for all twelve candidates, but Bruce thinks that may be too quick. Fury orders it anyways and hangs up.

At his lab, Bruce's hands start shaking. He reaches into the cabinet and grabs a tranquilizer.

Cap walks along and passes Widow leaning against a lamppost. She tries to tell him that it wasn't his fault, that the team failed him. But Cap knows that he was in command and he was not ready. Widow says he is a man she would follow regardless but Cap just walks away.

At Pym Industries Hank and Janet are arguing. Janet believes that they should go back since it was their fault. But Hank believes that they shouldn't have followed Cap. When Janet points out that he's always blaming everyone else Hank storms off.

In his office Tony sits in his chair still wearing the armor with the helmut on his desk. He has a bottle of alcohol behind him and a glass in his hand. He stares out at the city beyond.

Fury enters Bruce's lab and finds Betty. He asks where Bruce is as he's supposed to be getting the serum ready. However, Betty hadn't heard anything about the serum being ready.

In a Bruce washes his face with shaking hands.

In the lab Betty finds that Bruce has only been testing his own blood, not that of the twelve. They then look at his locker where he keeps his research. Fury shoots the lock off and Betty opens it to find it filled with the twelve's blood. She opens a and finds all the files empty. Betty realizes that all this time Bruce has only been working on himself.

Bruce enters and finds the locker open. Fury runs over and grabs Bruce slamming him into the locker. Fury tells him he needs those soldiers but Bruce believes he doesn't, as long as he has the Hulk. He tells Fury he thinks that with the serum he can control the Hulk.

Fury gets a call that three Chitauri ships will be there in less than five minutes. He orders them to move to DEFCON 5. Fury threatens Bruce should they survive the attack and leaves. Betty watches Fury go but when she turns around Bruce is gone.

She looks around and sees him entering the Rebirth chamber. He loads a sample of the serum into the chamber and steps inside. Betty runs over to him but she's too late and the door closes locking him in. Betty pleads with Bruce as gas fills the chamber. Betty sees Bruce's muscles grow as the chamber starts to become too cloudy to see.

Inside the chamber, Bruce slowly turns into the Hulk. His clothes get ripped to shreds and his glasses fall off. Betty waits with anticipation until Hulk's hand smashes the glass breaking it.

Hulk Fight
Hulk then breaks his way out. Betty backs herself against a railing but is trapped by the Hulk. Hulk gently picks up Betty and, with Bruce's voice, tells her that everything will be okay.

Outside, a helicarrier takes off. From that, several jets take flight and engage the alien ships. The squadron of jets fire their missiles but none of them have any effect. The Chitauri ship fires an energy weapon completely obliterating some of the jets.

The Chitauri then engage the helicarrier and again the human's weapons are useless. The helicarrier soon finds itself engulfed in flames. The jets on top are destroyed and the turrets are taken out one by one. The Chitauri soon take out the weapons causing it to crash into the waters below narrowly missing a.

The controllers watch in horror while Fury remains calm. Widow enters the room and throws a large gun to Fury.

The Chitauri move onto the headquarters and shut down all the electrical systems in the base. The Chitauri begin firing orbs out of the bottom of the ships all over the headquarters. Several soldiers wander around the wreckage until one orb opens to reveal a Chitauri soldier. Soldier fire on them but the Chitauri vaporize them.

The Chitauri attack the control room and Widow and Fury are forced to dodge the energy blasts. Widow throws a magazine to Fury filled with vibranium tipped cartridges.

In the Rebirth chamber, Hulk protects Betty as the facility collapses around them. They find themselves surrounded by Chitauri but Hulk leaps through the ceiling and to safety.

Elsewhere, Fury and Widow are having great success with their new cartridges.

Hulk emerges in a room above and drops Betty off. He tells her to get to safety while he helps out. Several Chitauri climb through Hulk's hole and fire at the green giant but Hulk tackles them all and gets them away from Betty.

Betty runs through the hallway but an explosion cuts her off. She then sees Fury and Widow run by firing their weapons. When the nearby Chitauri are defeated Betty tells them about Bruce and the Hulk, though Fury does not sound too excited.

Outside, Captain America runs up to a vehicle mounted rocket launcher and fires at the ship to no effect. Fury and Widow drive by in a Jeep and see him. Fury hands Cap's shield to Widow who throws it to Cap. Cap grabs it in time to save himself when the Chitauri destroy the launcher. Cap is thrown back but quickly recovers. The Chitauri fire at him but can't get past the shield.

Hulk tackles a Chitauri out of the top of the facility all the way down to the ground. He lands next to Cap who just used his shield to kill a Chitauri. Hulk knocks Cap's shiled away, grabs Cap, and slams him into a wall telling him to stay out of his fight. He lets Cap go and jumps away.

Hulk leaps onto the Chitauri ship and begins bashing the side of it causing a large flash. Hulk punches into the side and starts pulling out parts. Eventually the ship crashes into the headquarters in a large blaze of fire. Hulk grabs a piece of the hull and jumps to a group of Chitauri. They fire on him but he lands and swings the hull piece killing them all.

A convoy of S.H.I.E.L.D. vehicles attempt to leave but a Chitauri ship fires on a nearby building causing it to collapse. Widow, Cap, and Fury watch in amazement as Giant Man appears to catch the building letting the vehicles drive by. Wasp and Iron Man also fly in.

The Chitauri soldiers move in but Cap orders Giant Man to push the building the other way killing many of them. The remaining Chitauri pursue but find themselves overwhelmed by the combined might of the heroes. Cap throws his shield. Iron Man fires his repulsor beams. Fury and Widow shoot their guns. Giant Man throws large debris at them. Wasp enters their bodies and opens them up.

Iron Man grabs one soldier and flies around with it while Giant Man grabs a piece of road. Iron Man lets go of the soldier and Giant Man hits it like a baseball into one of the ships leaving a hole. Iron Man flies to the hole and fires inside. The ship crashes and explodes.

Cap turns around to see the last ship firing on their position. Cap runs over and protects them with his shield.

Rock Giant
Just then Thor enters the battle with a flurry of lightning. Using his powers Thor causes the ship to crash and explode in the water. Nearby S.H.I.E.L.D. cheer as it does.

Thor helps Cap up from the debris apologizing for the delay. Giant Man and Iron Man, seeing Thor from a distance, believe him to be a woman because of his long blonde hair.

Meanwhile, Hulk is still smashing Chitauri soldiers as the team walks up behind him. Cap tries to calm Bruce down not realizing Hulk is in full control. Hulk turns around and knocks Cap away. As the team watches Cap Hulk lands near Iron Man, grabs him, and uses him to knock away Fury and Widow. Hulk then throws Iron Man over the side and into a car.

Giant Man watches as the car explodes then tries to step on Hulk. Unfortunately, Hulk leaps onto his knee and punches it and Giant Man falls down in pain. Hulk grabs a piece of debris and throws it at Giant Man's head knocking him over.

Wasp flies in front of Hulk and blasts his face. However, forcing Wasp away. Wasp hits her husband's head and falls next to him.

Hulk, momentarily disoriented, spots Thor coming out of the smoke towards him. Thor uses Mjolnir to uppercut Hulk's jaw knocking him through the facility and four stories below the surface. Thor stands at the edge of the hole realizing that Hulk won't be so easily defeated.

Hulk leaps out of the hole and lunges at Thor. Thor blocks the blow with Mjolnir and hits him in the jaw. Thor begins to push Hulk back with a series of blows.

Betty finds Cap and helps him up. Cap looks around and sees the fallen heroes. Cap asks what can stop the Hulk, but Betty responds that he won't stop until everyone's dead. Cap then thinks that Bruce's medicine might work. Betty think it would take twenty times the normal dosage. Cap tells her to get as much as she can.

Thor knocks Hulk down but Hulk quickly gets up. He grabs the top of a and smashes Thor away, forcing him to drop Mjolnir. Thor crashes into the ground and Mjolnir falls near Hulk.

Hulk walks over and grabs the hammer attempting to pick it up. At first the Hulk cannot move it at all. Slowly but surely it begins to move until Hulk raises it to the sky. Having gotten up, Thor looks bewildered. Hulk throws Mjolnir at Thor and hits him square in the head knocking him down. Hulk leaps over to Thor, grabs Mjolnir in one hand and Thor in the other, and moves to hit the God with his own hammer.

Before Hulk can attack Cap knocks Hulk down with a flying tackle. Cap challenges Hulk to fight and Hulk accepts by charging. As Hulk runs towards him Cap goes low and uses his shield to flip Hulk over. When the giant gets up Cap throws his shield knocking him down again. Cap leaps into the air, grabs his shield, and hits Hulk right in the face.

However, Hulk quickly punches him away. Hulk leaps forward and is about to land on Cap when Giant Man catches the smaller giant. Giant Man closes his fist but Hulk breaks free and leaps onto Giant Man's throat. Hulk squeezes choking Giant Man until the larger hero falls. Hulk leaps up and means to land on his chest.

Before Hulk lands Wasp uses her blasts to knock him away. Cap gets up and sees Hulk fighting Wasp. He throws his shield at Hulk's legs knocking him down. Iron Man gets up and sees the fight. Cap dodges to the right and Hulk is about to charge when Iron Man's repulsor beams push him back. Iron Man then rocket powered tackles Hulk into the building. However, he is quickly thrown out.

Hulk lands near Iron Man and starts punching his helmut in. Cap tries to distract him unsuccessfully until he kicks him away. Again Hulk knocks Cap away through a storage container. Fury and Widow arrive but their bullets do nothing to Hulk. Hulk grabs the rotors of a downed helicopter and throws it at the two. Fury is forced to quickly dodge as it cuts apart the pavement.

Hulk makes a mighty roar.

Taking Care of Business
Inside, Betty scrambles to get enough tranquilizers to knock out Hulk.

Cap once again challenges Hulk. Cap dodges Hulk's first swing but his follow-up attack does nothing and he is knocked away. Betty finds Cap and gives him the tranquilizer gun. Cap orders Iron Man and Giant Man to slow Hulk down.

Hulk makes for Iron Man but Giant Man's foot distracts him. Iron Man fires his chest repulsor beam into Giant Man's fist, who punches him into the ground. Hulk leaps out of the whole and uppercuts Giant Man.

Cap aims the gun but can't focus on the quickly moving target. He orders Wasp to distract Hulk. Hulk picks up a large part of the ground when Wasp flies into his ear causing him to drop it. Hulk stumbles around until Wasp finally falls out.

Hulk sees Cap and throws a rock destroying the gun. Hulk grabs Cap and starts to crush him in a bear hug. Widow grabs the tranquilizer dart and moves towards Hulk. She leaps on his back and drives it in. Hulk drops Cap and turns around to grab Widow. She dodges one attack but misses another and flies behind Betty.

Hulk moves towards Widow but stops before Betty. Betty tells him that everything will be fine. Cap gets up but thinks that Hulk is attacking Betty. He goes to attack but Fury stops him. She's trying to calm Hulk down so he won't burn through the sedative. Betty tells Hulk it's time to relax and Hulk finally collapses and transforms back into Banner.

The other heroes move in around him.

Later, Bruce is sitting in a special cell while Betty and guard look on. The guard says he's been sitting around doing nothing since they brought him in. He wonders if she wants to go in but she doesn't know what to say.

In a bed recovering from injuries, Steve wakes up to see Bucky. He then brings Gail into the room. Gail sits down next to Steve and Bucky closes the door letting the two be alone. Widow walks up behind Bucky and they watch the two. Gail says she had a good life and it's time for Steve to live his.

All Clear
With his foot in a cast, Steve walks out to a balcony on es to find the rest of the team having a meal. They all stand up and Tony offers a toast to Captain America. They all pat him on the back except for Janet who kisses him on the cheek and Natalia who kisses him on the lips. Natalia leaves while Steve watches her go.

Fury watches on from the next floor up when Natalia enters. Fury is glad to see it over, and Natalia compliments their leader. As they leave Fury drops a on his desk. On the cover is an article about the superhero team called The.

Quotes
"On land performance, USA. Coming to you this week and every week till it's over, over there. Flash: this is the news the Allies have been waiting for! The has ended! And 's unconditional surrender is expected within days. After twelve years and three months Hitler's self-proclaimed Thousand Year Reich has ceased to exist! But what of those reports of a secret Nazi superweapon aimed at Washington? Categorically false says the War Department, and we believe them. And so to every one of our brave G.I.s soon to be home..."
 * -Radio, first line of the video

"Say ." [Takes picture] "We're flying into a suicide mission and you're taking pictures." "Take it easy Kowalsky." "So they got a superweapon. We got one too." "You mean that poster boy from the recruitment office? He's gonna die down there just like the rest of us."
 * -Bucky Barnes, Gil Kowalsky, and Another Soldier

"To Steve, Keep me close! XXX -Gail"
 * -Gail Richards' photograph

"Where's your supersoldier, Barnes? We're getting blown to pieces" "Here he comes!"
 * -Gil Kowalsky and Bucky Barnes

"Alright soldiers. Let's take this dump!"
 * -Captain America, first line

"Captain America. Our fortunes have crossed yet again."
 * -Herr Kleiser, first line

"This war is over and you have lost!" "Haven't you heard!? Hitler's dead!" "Patriotic fool. Look around you. This isn't about Hitler."
 * -Herr Kleiser and Captain America

"My dearest Gail. If you're reading this it means something has happened to me. My only regret is that I couldn't see you one last time. I know in my heart that we'll meet again, in this life or the next. Love, Steve"
 * -Captain America's post-mortem message to Gail

"Professor Ross?" "Hold on. I'm rerouting the inertial navigation systems. Here we go. Echolocation has a new target motion analysis." "A new one?" "General Fury, the North Atlantic is a complex jumble of currents. All manipulated daily by s,, and the whims of . Multiply that by sixty-plus years and the weight of a drifting body..."
 * -Nick Fury and Betty Ross, first lines

"Well, I'll be damned."
 * -Nick Fury after finding Captain America

"Maintain an incremental two degree thaw. I want to minimize any undue trauma to the cadaver."
 * -Betty Ross

"Right. Well, let's see. General Fury. It seems the old guy's running out of patience so he's beefing up my staff. The super soldier serum. The same one that elevated a frail enlisted man to the peak of human physical perfection. The original file. Read it. Memorize it. It's useless thanks to the inept record keepers of 1940. And so the secret to that serum died with Captain America at the end of World War II."
 * -Bruce Banner, first line

"Any questions? Any questions not about the Hulk?"
 * -Bruce Banner

"How's the body? Any damage?" "None that I could see. I mean, he looks like he could just get up off the table."
 * -Bruce Banner and Betty Ross

"Easy soldier. This is not what you think."
 * -Nick Fury after Captain America wakes up

"A lot has changed, son." "Did... did we win?" "We did."
 * -Nick Fury and Captain America

"Mission control, activation of S.H.I.E.L.D.-1 is complete." "Affirmative. Please stand by."
 * -Male Astronaut and Mission Control

"Ah, you can run but you can't hide. Not any more."
 * -Nick Fury after the satellite goes online

"General Fury, how long before you can deploy another satellite?" "I won't sacrifice any more lives until we can guarantee the success of this mission." "How long, General!?" "Within the week." "Then we'll use that time to put a defense initiative into place." "Jump start Project Avenger." "With all due respect, that would be a mistake. My supersoldier program..." "Has yet to yield results. Begin recruitment efforts immediately. You have our shortlist." "But they're civilians! Superpowered showboaters! They won't take orders from me or anyone else. The stakes are too high." "General Fury!" "I just need a little more time. Now that we've found Captain America..." "That is all, General."
 * -Three S.H.I.E.L.D. Executives and Nick Fury

"What?" "Nothing. It's just nice seeing passion in those eyes of yours again." "Betty, finding Captain America is the answer to so many problems."
 * -Bruce Banner and Betty Ross

"I need results. Fast." "Then take me off my meds. They're slowing me down." "No." "We all remember the last time you tried that, Banner. They're still rebuilding the city."
 * -Nick Fury, Bruce Banner, and Betty Ross

"I'll have what he's having." "Are you really Russian? Or you just trying to make an impression?" "I tried nothing."
 * -Natalia Romanov, first lines, and Tony Stark

"Let's start again. My name's Tony." "Stark. I know. I saw your name on the door." "And you are?" "Unimpressed." "You're not gonna make this easy, are you?" "Would you like me to?" "Let's start with your name." "Not here. In private."
 * -Tony Stark and Natalia Romanov

"You're a hard man to pin down, Tony." "Not really, given the proper motivation. What's on your mind, Fury?" "Where's my parts?" "Try and be more specific. I supply S.H.I.E.L.D. with many parts." "You do, don't you. Could be you're overextended. Too many fat military contracts? I could lighten your load. If you want." "Nice, Fury. Bully the man who put S.H.I.E.L.D. on the map." "It was my impression we put you on the map."
 * -Nick Fury and Tony Stark

"Ah! Man I hate ants." "I know." "Hello, Pym. Still holding a grudge I see." "Nah. I look at this way: you got what you deserved. Speaking of which, you cracked that serum yet?" "Glad to see you matured, Hank."
 * -Nick Fury and Giant Man, first line

"You're wife around?" "She expecting you?" "Yes I am. And honey, they're ready for you in the lab. And don't forget your ants."
 * -Nick Fury, Giant Man, and Wasp, first line

"Listen Jan, you don't need to talk Fury into inviting me into his little party. I can sell myself."
 * -Giant Man after spying on Wasp and Nick Fury

"Never underestimate pretentious lab jockeys, Fury."
 * -Giant Man

"Please, please. I'm only part of a larger rescue effort."
 * -Iron Man, first line

"Ease up, Iron Man. I just wanna talk."
 * -Nick Fury

"Hi there." [Knocks Iron Man out of the air]
 * -Giant Man

"What do you want with me?" "A minute of your time. That's all." "You have ten seconds." "The long and short of it: the planet's being threatened and we need a tough team to handle it. I want you on that team." "I work alone. And by the way...Stark sold you some lousy guns."
 * -Iron Man and Nick Fury

"Really, guys. I can find my way from here. Go get a cup of or something."
 * -Steve Rogers

"Neighborhood's changed a little."
 * -Steve Rogers

"I hear they call you Buck now." "Cap! I couldn't believe it when I got the call. I just... Oh hey. What am I doing? Come in, come in. How about decaf?" "Sure. What's a decaf?"
 * -Steve Rogers and Bucky Barnes

"I'm sorry, Steve. But for the rest of us time moved on." "Did she live a good life?" "She has. Over the years, Gail and I..." "It's okay. Listen, is she here?" "She's upstairs. It's hard for her, you know. She needs a little time. I hope you understand."
 * -Bucky Barnes and Steve Rogers

"Everything I knew. Everyone I cared for. They're all gone." "Steve, listen to me..." "You should've left me in the ice." "You haven't lost everything, son. You still have your country. And we need you now more than ever."
 * -Steve Rogers and Nick Fury

"I have faced down the s of . of . Even the   himself. You're threats mean nothing to me, whale killer." "I won't warn you again. If you don't let us pass, things will get serious." "Oh but things are serious. And though we are but peaceful demonstrators do not think we cannot be provoked." [Captain fires bullet at Thor] "Like that."
 * -Thor, first lines, and Whaler Captain

"Nicholas Fury. Never a pleasure." "Hello Goldilocks." "And Captain. You are well I hope." "I don't believe we've met." "We have not. Officially. Thirsty? Asgardian Mead: Nectar of the Gods. Guaranteed to make you feel immortal." "No thanks."
 * -Thor, Nick Fury, and Steve Rogers

"Actually, the Captain and I are here to extend an invitation. We're forming a team to fend off a global threat. So what do you say?" "This [burbs] and this [burbs again'']." "Thor, this threat is very real." "Go back to your masters and tell them that the son of is not interested in the wars of man." "Thor." "Not interested. But at the very least your team will have a conscience. Safe passage, my friend." [Hugs Steve Rogers] "Uh, you too."
 * -Nick Fury, Thor, and Steve Rogers

"That's Captain America? He looks so young." "Yeah, we'll he's about sixty years too old for you. So you can get your tongue off the floor now."
 * -Janet Pym and Hank Pym

"Is Stark Enterprise working on a way to counteract it?" "Oh please. Unless there's a decent buck to be made Tony'll just back-burner us for the next twelve months." "I don't know how you guys put up with that arrogant jerk."
 * -Janet Pym, Betty Ross, and Hank Pym

"Dr. Banner. I know about the Hulk." "You have to understand. The Hulk has ruined everything in my life. My work. My identity. My relationships." "And you think the serum can help you?" "Yes. That monster is a menace because he can't be controlled. But the very principles of the super soldier process indicate that such transmutations can be controlled. He can be a benefit to humanity. Just like you are." "I don't know if this was a blessing or a curse." "Why?" "All I ever wanted was to serve my country and have a normal life. Now I'll never have a normal life." "I expected you to be the one person to understand." "We all have our place in this fight, Dr. Banner. You're a man of science. Use that to leave your mark on the world." "We're finished here, Captain. Thank you for coming."
 * -Steve Rogers and Bruce Banner

"You've been ignoring your meds." "Betty, I can't focus." "You know the Hulk will destroy everything." "I didn't ask for any of this." "You're not the only victim here."
 * -Betty Ross and Bruce Banner

"Well done. Tell me, are you issuing trash can lids to the whole team or just him?" "Shut up, Hank." "You waste vibranium on his shield when we need it for weapons?" "In the hands of Captain America that shield is a weapon."
 * -Hank Pym, Janet Pym, and Nick Fury

"Glad you could join us." "Don't put me on the payroll just yet. Let's see how this goes."
 * -Captain America and Iron Man

"Wasp, are you alright?" "I'll find her." "No, Iron Man. Stay in position." "Sorry, Captain. I rescue the ladies. It's what I do."
 * -Captain America and Iron Man

"These amateurs. They're going to get us killed." "Um, thanks. I'm not used to being rescued."
 * -Black Widow and Captain America

"Listen, about that arrogant jerk comment earlier..."
 * -Giant Man to an unmasked Iron Man

"This is why I work alone."
 * -Iron Man

"Where are you going, Captain? You have no where to go to. Steve, wait. Please. Your performance today. It is to be admired, regardless." "I failed." "The team failed you." "I was in command." "You were not responsible." "I told the General I wasn't ready for this. Somebody could've been killed." "And what if they were? We all make that sacrifice willingly. It is not your burden. Steve, you are someone who gives his all for what he believes in. Whether I get hurt or I die, you are a man I am willing to follow." "Do yourself a favor. Don't."
 * -Black Widow and Captain America

"Wait.'" "Do you realize what you've done!? I need those soldiers." "Not if you have the Hulk." "You're crazy." "No. With the serum I can control him."
 * -Bruce Banner and Nick Fury

"If we survive this attack, you're going to hang for this."
 * -Nick Fury to Bruce Banner

"Bruce! What are you doing!?" "I'll fix this, Betty. I promise."
 * -Betty Ross and Bruce Banner

"It worked. Betty, see. I told you." "Bruce? Is that really you?" "Yes. Everything's gonna be okay."
 * -Bruce Banner in Hulk's body and Betty Ross

"Hulk's out there. But Bruce's in control." "Oh this just keeps getting better."
 * -Betty Ross and Nick Fury

"This is my fight! Stay out of this!"
 * -Bruce Banner's voice becoming Hulk's

"Good to see you, Stark." "You're lucky. I had an opening in my schedule."
 * -Nick Fury and Iron Man

"Apologies for the delay, Captain. I was vanquishing bog boars when I heard of the attack."
 * -Thor

"Who's the chick with the hammer?" "Whoever she is I'm glad she's on our side."
 * -Giant Man and Iron Man

"Dr. Banner. Bruce. We did it."
 * -Captain America

"'Frost Giants crumble under the might of Mjolnir. I fear this brute won't be as obliging.''"
 * -Thor

"Betty, how can we stop him?" "He won't stop until everyone's dead."
 * -Captain America and Betty Ross

"Leave them alone, Hulk. Fight me."
 * -Captain America

"You're still a little man, Banner. Now knock it off or I'm gonna squish ya."
 * -Giant Man to Hulk

"HULK! Hulk. It's okay. It's okay. I'm... I'm here now. I won't let them hurt you."
 * -Betty Ross

"Betty..."
 * -Hulk, only line

"He needed this." "So did she."
 * -Black Widow and Bucky Barnes

"I've had a good life, Stevie." "I'm happy to hear that." "Now it's your turn."
 * -Gail Barnes and Steve Rogers, last line

"General." "I still can't believe it. It's finally over. Those hotshots finally pulled it together." "Yes, they did. They had a great leader."
 * -Natalia Romanov and Nick Fury, last lines of the video

Trivia

 * In the comics it is the Chitauri who cause Hitler's rise to power.
 * Though not stated in the video, the project that created Captain America is called.
 * Kowalsky is the second most common surname is Poland. This would make him of Polish decent and give good reason for fighting the Nazis, who took over the country.
 * Bucky's full name is James Buchanan Barnes.
 * Gail Richards was a supporting character in the 1944 serial.
 * Unrelated to the Hulk supporting character, Captain America had a love interest in the 40s called Betty Ross.
 * In the comics the Chitauri never reveal their true form, except for Herr Kleiser.
 * The trivia track claims that all of Kleiser's Nazis were aliens.
 * In the original comics Captain America's shield was simply bulletproof. It was only recently that it was retconned into also being an adamantium-vibranium alloy. The Ultimates kept the original idea, that is why Kleiser can dent it the original but the new one is unharmed by anything.
 * The opening credits are to show Captain America's freezing.
 * S.H.I.E.L.D.'s real name was revealed on the trivia track. It stands for Strategic Hazard Intervention, Espionage, and Logistics Directorate.
 * In the comics Captain America did not stay in his 40s uniform and Fury did not have a cloaking suit during Cap's awakening.
 * Chitauri is an African word.
 * Iron Man and Black Widow were both introduced in the comic series Tales of Suspense.
 * Bruce's failure to reproduce the super soldier formula is because Dr. Eskine, who created the process, held several secrets of the formula in his head but was killed by Nazis after making Captain America. This was not stated in the film but in the trivia track.
 * In the Ultimate Universe Janet Pym is a mutant, in the original comics she uses the same process Hank does, Pym Particles.
 * Iron Man's heads up display during the plane crash says that his armor is at 125.35%, life support at 95.093%, weapons is at 85.050%, power at 115.025%, magnetics at 125.35%, flight at 95.093%, coolant at 85.050%, magnetics at 115.025%.
 * In the comics Bucky was dying of lung cancer when Captain America returned.
 * Other gravestones say that an unknown person was born August 10, 1919 and died May 2, 1945, W. Sen was born November 8, 1925 and died January 9, 1949, N.A.R.S. was born October 16, 1925 and died May 19, 2945, and A.H.O. was born October 3, 1904 and died May 3, 1945.
 * Gil Kowalsky was born August 1919 and died May 2, 1945. Given the radio announcement at the beginning of the film and that the Battle of Berlin ended May 2, 1945, it probably means he died during the opening battle.
 * Thor stands a full head higher than Captain America.
 * In the comics it is Bruce who joins Fury in recruiting Thor, not Steve.
 * Thor does not initially join the team because he is very critical of America's military aggression.
 * The security code the hacking device uses is X-ALPHA 003-5600-009
 * Hank Pym is only called Giant Man once, by Captain America.
 * Captain America's shield is 2.5 feet in diameter and weights 12 pounds.
 * Iron Man can fly up to Mach 1.2 (960 MPH) and can fly 7500 miles before needing to recharge.
 * Giant Man's strength depends on his size. At 10 feet tall he can lift 1000 pounds. At 59 feet he can lift 30 tons. However, his body becomes unstable at 60 feet.
 * Iron Man's heads up display during the first mission says that his armor is at 114.92%, life support at 90.86%, weapons is at 87.00%, power at 114.21%, magnetics at 114.92%, flight at 90.86%, coolant at 87.00%, magnetics at 114.21%.
 * Since it was a military mission Captain America, who lead the mission, is responsible for the failure of his team.
 * Black Widow's comforting Captain America is ironic given that one of her husbands was the Red Guardian, the Soviet Union's response to Captain America. This may also be why she shows romantic interest in him.
 * In the Ultimate comic books, Hank abuses his wife during the argument after the failed mission rather than storming off. This then leads to his being expelled from the Avengers and divorce from Janet.
 * Some of the names of the super soldier candidates are and.
 * No cure has ever worked for the Hulk, in any media.
 * In the comics, the version of Hulk that retains Bruce's memories is called Merged Hulk.
 * One of the trucking companies seen outside S.H.I.E.L.D. is called
 * As of the release of, Fred Tatasciore has provided the voice of the Hulk in all subsequent animated versions including videos, television series, and video games.
 * In the comics Thor only helps because the President agreed his to demand to double foreign aid.
 * tries to pick up in  also, but is unsuccessful.
 * Television standards don't allow the shot of Hulk punching Iron Man's head.
 * In Hulk punches a  in the same way he punched Giant Man here.
 * Although not shown, when Wasp enters Hulk's head she is firing her blasts into his brain.
 * The needle is made of adamantium, the only material strong enough to break Hulk's skin.
 * The front page of the newspaper actually features artist Bryan Hitch's double-page spread from Ultimates #1: "The Art of War."
 * The end credits show images from The Ultimates comic book.
 * Marvel Database lists this video as Earth-3488 in the Marvel Multiverse.

Continuity

 * directly follows the events of this video, the only video to have a direct continuation.
 * Marc Worden does reprise his role as in, possibly serving as a prequel to this movie. The Ultimate Iron Man suit is seen in the background of that film. Worden again reprises the role in.

Inconsistencies

 * B-24 Liberators were not used for transport in 1945.
 * Nuclear weapons don't go off in an explosion. They require a chemical reaction to start the process. Captain America's grenade would have simply destroyed the missile, or heavily damaged it, not started a nuclear explosion.
 * When taking Captain America's frozen body into S.H.I.E.L.D. the soldier's feet slide forward even when they shouldn't be.
 * When the cryogenic tube is opened Captain America's body is straight, like one would be in a coffin. However, when they found him in the ice his arms and legs were out.
 * General Fury changes awfully quick. When Captain America first wakes up he's in stealth armor. Cap then immediately jumps down several stories and Fury quickly meets him in full uniform.
 * The plane crash scene makes it seem as though the Brooklyn Bridge and George Washington Bridge are fairly close to each other when in fact they are almost on opposite sides of the island.
 * General Fury must want America to be unprepared as he orders the move to DEFCON 4 after the satellites are destroyed and later to DEFCON 5 when the Chitauri are going to attack. DEFCON 4 is normal, increased intelligence and the heightening of national security measures. DEFCON 5 is used to designate normal peacetime military readiness. He should be moving to a lower number meaning increased security.

Cast

 * {| class="wikitable"

! Actor !! Role
 * - bgcolor="#CCCCCC" style="border-bottom:3px solid #CCCCFF"
 * Justin Gross ||
 * Grey DeLisle ||
 * Michael Massee ||
 * Olivia d'Abo ||
 * Marc Worden ||
 * Nan McNamara ||
 * Nolan North ||
 * Andre Ware ||
 * David Boat ||
 * Fred Tatasciore ||
 * James K. Ward (as Jim Ward) ||
 * Dee Bradley Baker || Additional Voices
 * Steven Blum || Additional Voices
 * Keith Ferguson || Additional Voices
 * Quinton Flynn || Additional Voices
 * Kerrigan Mahan || Additional Voices
 * Aileen Sander || Additional Voices
 * James Arnold Taylor || Additional Voices
 * }
 * Fred Tatasciore ||
 * James K. Ward (as Jim Ward) ||
 * Dee Bradley Baker || Additional Voices
 * Steven Blum || Additional Voices
 * Keith Ferguson || Additional Voices
 * Quinton Flynn || Additional Voices
 * Kerrigan Mahan || Additional Voices
 * Aileen Sander || Additional Voices
 * James Arnold Taylor || Additional Voices
 * }
 * Quinton Flynn || Additional Voices
 * Kerrigan Mahan || Additional Voices
 * Aileen Sander || Additional Voices
 * James Arnold Taylor || Additional Voices
 * }
 * James Arnold Taylor || Additional Voices
 * }
 * }

The producers did not want to go with well-known celebrity voices, the trend in animation at the time. They did not want audiences focusing on figuring out who was doing the voices.

Crew

 * See also Ultimate Avengers (Video) Full Credits.


 * {| class="wikitable"

! Job !! People
 * - bgcolor="#CCCCCC" style="border-bottom:3px solid #CCCCFF"
 * Distributer || Lion's Gate Family Entertainment
 * In Association With || Marvel Characters MLG Productions 1, INC.
 * Based On || Marvel Comics The Ultimates by Mark Millar and Bryan Hitch
 * Editor || George P. Rizkallah
 * Music Composed By || Guy Michelmore
 * Music Supervisor || David Ari Leon
 * Voice Director|| Jamie Simone
 * Executive Producers || Avi Arad Craig Kyle Eric S. Rollman
 * Co-Executive Producer || Stan Lee
 * Producer || Bob Richardson
 * Screen Story || Greg Johnson Boyd Kirkland Craig Kyle
 * Screenplay || Greg Johnson
 * Directors || Curt Geda Steve E. Gordon
 * Supervising Director || Bob Richardson
 * }
 * Executive Producers || Avi Arad Craig Kyle Eric S. Rollman
 * Co-Executive Producer || Stan Lee
 * Producer || Bob Richardson
 * Screen Story || Greg Johnson Boyd Kirkland Craig Kyle
 * Screenplay || Greg Johnson
 * Directors || Curt Geda Steve E. Gordon
 * Supervising Director || Bob Richardson
 * }
 * Screenplay || Greg Johnson
 * Directors || Curt Geda Steve E. Gordon
 * Supervising Director || Bob Richardson
 * }
 * Supervising Director || Bob Richardson
 * }

Soundtrack



 * See also Ultimate Avengers Soundtrack.

The orchestral score was composed by Guy Michelmore and is conducted by the Seattle's Northwest Sinfonia Orchestra. He wanted a epic and uplifting score that stood up on its own. Michelmore had a choir singing Old Norse lyrics for the parts of Thor battling.

He found Captain America's score to be the hardest to compose as the character's a man from the 1940's transported to a futuristic world, though he enjoyed doing it. He also liked the battle with the Hulk as it was his first big action scene he scored for Marvel.

The entire soundtrack is available on iTunes.

DVD
Special features include:


 * "Avengers Assemble" Featurette - A twenty minute look at the entire comic book history of the Avengers.
 * The Ultimate Voice Talent Search - A five minute look at the auditions for the voice work.
 * What Avenger Are You? DVD-ROM game
 * First Look at - Includes never-before-seen footage and interviews with the creators.
 * Avengers Trivia Track - Inserts dialogue bubbles if trivia information into appropriate scenes.
 * Trailer Gallery - Includes trailers for Ultimate Avengers and Elektra.

The movie was included in the Marvel Animation Six Film Set along with, , , , and.

The Blu-Ray is packaged with.

Background
Marvel Entertainment and Lions Gate created the animation studio MLG in order to producer this and the subsequent Marvel videos. Executive Producer Avi Arad told the crew to not just make a good animated movie but make a great movie by any standards.

Ultimate Avengers is a video released in 2006. It was the first in a line of direct-to-DVD videos released by Lions Gate Entertainment. It was followed by, the only video so far to have a direct sequel.

Ultimate Avengers was chosen as the first animated video as it allowed them to bring together so many different well-known personalities. It was written to be a version of The Dirty Dozen.

The producers wanted the animation to keep the realistic visuals of the Ultimates comics.

The story is based on the first two storylines from The Ultimates comic books. The sequence of Captain America stopping the bomb is taken directly from the first comic, Ultimates #1. The comic books were written by Mark Millar and Bryan Hitch. The producers wanted to stay as faithful to the original source as possible.

The Chitauri are based off the Skrulls, a group of aliens seen prominently in the Fantastic Four comics.

The producers went with the mainstream comic version of Tony as an arrogant playboy rather than an engineering genius he is in the Ultimate line. They also went with the mainstream version where his identity was not originally known to the public. In the comics Fury wants Stark to join because the Iron Man suit is a recognized brand name. Iron Man's suit is also a combination of the Ultimate and mainstream version.

Steve Roger's trip to the cemetery is from Ultimates #3, recreated faithfully.

During their fight, Thor was meant to have broken the jaw, cracked the ribs, and punctured the lungs of the Hulk. None of these were specified on screen.

The producers chose traditional 2D animation instead of the current trend of computer generated animation because producer Craig Kyle believed that traditional animation remains a powerful medium for conveying character emotion on screen.

To cast for the film, Marvel launched an open casting call and audition on their site. The auditions are seen on the DVD. This has been criticized for being a marketing ploy rather than a serious venture.

Reception
In general the movie was complimented for being a quality movie on its own. The animation and voice acting are generally praised, though both have their detractors. Alternatively it is criticized as not have problems with side characters' development and not being as good as live action films.

The video and audio were complimented as being of high quality. At the time of the release the special features were complimented. But with subsequent DVD releases the lack of special features, such as an audio commentary track, have been criticized.

Feature
Jim Harvey of Marvel Animation Age highly recommended the movie calling it wildly entertaining. "With a solid script and some of the best animation to grace these great Marvel characters, the first of two Avengers-themed video features, 'The Ultimate Avengers' is a great sign of what’s to come from the House of Ideas." He noted that comic book fans would be familiar with the story though some liberties were taken, like toning down Hulk's rampage into a flashback. He noted how plotlines from throughout the Ultimates series were in the movie, and seemed to follow through to. He pointed out the strong voice casting, including Michael Massee as Bruce and David Boat and Thor. He enjoyed Massee's performance, though he's still partial to Neal Mc Donough from. He said the animation, from the WWII opening to the climatic battle, was excellent. He said the story was an average one, but the script managed to rise above the others. Though he pointed out that Wasp and Giant Man could have used more development. He made a special note of the opening with the radio playing over the logos, calling it a classy way to open the film setting up an excellent movie to follow. He noted that expectations were high for the movie and the movie delivered. "There may be a couple slips, animation-wise, but it’s a first-rate feature. Overall, this is a tremendous way to kick off a reported collection of eight direct to video movies between Marvel and Lionsgate. 'The Ultimate Avengers 1' is a great sign of what’s to come."

Todd Gilchrist of IGN.com said that reviewing a comic book movie was difficult as he could look at the point of view of a novice to the lore or an expert. He ended up giving it a seven out of ten. "And, truth be told, it's not an altogether bad movie, even if it does borrow in equal parts from its live-action and printed-page brethren. But looking at the expanding universe of comic-related product quickly proliferating on the entertainment market, the real problem - that is, the one that started my mind reeling at the prospect of reviewing a beloved property such as The Avengers - is that it's too much like both, or not enough like one or the other. In short, it's everything you could possibly expect from a comic-book adaptation - which, depending on those very subjective expectations, may or may not be a good thing." Todd noted that it was an origin story and suffered from the same problems other origin movies have saying it answered some questions while raising many more. He felt that it, at times, felt more like a pilot for a television series rather than a movie, with love triangles and personality quirks being briefly mentioned. He felt it didn't acquire the emotional impact that live actions movies such as Spider-Man and Batman Begins. Though he said that as a direct-to-video effort it worked quite well, claiming that diehard fans would enjoy it even if the casual fans won't be discussing it. "As such, this fledgling animated film effort will no doubt move enough units to generate at least a small fan base for the Avengers (there's already a preview for the sequel on the disc), and proves to be a frequently engaging, fun adventure for fan boys, their best girls and folks forgiving of liberally-applied comic book conventions. But in terms of storytelling, emotional content or universal appeal, considering this film the Ultimate anything remains an overstatement that has yet to be proven true. [...] A well-executed if perfunctory origin story for a classic comic book supergroup."

Marc Kandel of EFilmCritic.com said "More satisfying than live-action cousins Daredevil, Elektra, Punisher...Christ but that list will go on if I let it. Despite the inconsistent fence sitting between adult and child camps, audiences will have a pleasant time watching Marvel characters kick ass and there’s some decent special features (**save one that I have a real problem with**), its worth the 12+ bucks you’ll shell out at your local retailer; even better as a rental." He felt that it was trying to appeal for adults with all the violence but that it also tried to appeal towards children with sometimes Saturday morning cartoon show level dialogue. He noted the Saving Private Ryan style of violence but the introduction of Captain America was more Care Bears. Though he felt it more often than not came down on the adult side. He said the animation was great with the dark shadows. But he felt the voice work ranged from sterling to blah. He made special note of Michael Massee, Olivia D’Abo, Grey DeLisle, Marc Worden, and Nolan North. But he said that Andre Ware was pragmatic as Fury, David Boat was overly hokey as Thor, and Nan McNamara was soapish as Betty. He said that Justin Gross as Captain America worked at times but not all, not truly conveying the character as he should. He said that it wasn't as successful as the series Justice League Unlimited, and that Marvel had yet to find an even ground to appeal to children and adults. "Because despite 30-minute segments on a late night spot on cartoon network, Justice League manages the flash, sensibility and tact to keep both adults and kids interested, but it also recognizes itself for what it is, and instead of ignoring some of the sillier elements, it embraces them wholeheartedly and makes it work by acknowledging how ridiculous a person in a superhero outfit can look, or how absurd comic book situations can be- then they get right back to kicking ass with commitment. Marvel has never quite understood this when it comes to their cartoon fare. Ultimate Avengers shows that Marvel is ascending the learning curve, however, and that’s never a bad thing, but it’s been a slow climb. [...] Ultimate Avengers will entertain die-hards and keep casual fan interest. Maybe there’s not enough juice for the big screen here, but hell, Fantastic Four managed to coast through the big screen on even less substantial, vaporous fumes, didn’t it?"

Chris Hewitt of Empire Magazine said it did well enough on its own but didn't live up to the live-action films from Marvel. He said it "removes all the subtlety in favour of non-atmospheric animation, weak voice acting and a dumbed-down plot." However, he did enjoy the interplay between the characters and felt animation allowed the producers to do things that couldn't be done in live action. He said that any comic book fan would enjoy seeing Hulk pummel Thor. "Neither subtle nor sophisticated this doesn't live up to the live-actioners but handles much of the characterisation well."

Felix Vasquez Jr. of Cinema-Crazed had never read the source information but said "I know the basic gist of it all. 'Ultimate Avengers' is a pretty damn good animated film that I hope Marvel continues to give us." He said that the fans shouldn't expect it to be completely faithful, like Hank Pym not abusing his wife. Though the themes were toned down they still existed more subtly. He said that not being a "complacent fan boy" helped him to enjoy the film. Though he originally worried about the runtime he felt the animation was gorgeous and the climax was engrossing. Alternatively, as a fan of the comics he did not like the changes Marvel made to the characters, such as changing Nick Fury's race (though these changes originated in the Ultimate comics line not the video). He didn't like that what is supposed to be the most powerful organization in the world wasn't prepared for the alien threat. He also felt the film was too short and the animation left much to be desired, looking as though it came out in the 1990's. "In the end, it's not perfect. The animation is weak, the film is too short, and the plot is thin, but I loved it, I have to admit. It gave me what I wanted, in terms of entertainment, acting, animation, and sheer style. 'Ultimate Avengers' is really only the beginning for Marvel Animation. Here's hoping they stick to quality."

G4TV named the video as one of the best animated videos based on a comic book, along with.

It has a 6.8 on IMDb. Among the community it has a 71% on Rotten Tomatoes.

DVD
Jim Harvey of Marvel Animation Age said the DVD had a nice collection of special features, though he missed the presence of Stan Lee. He said the audio was top notch and particularly great during the opening and end battle. He claimed that you would have to carefully search for any animation problems. He said the look at the Avenger's history was nice and the auditions were funny, interesting, and sometimes disturbing. He also claimed that the preview for looked promising. "Overall, it’s a mixed bag of extras. There’s some truly good material in here, but there should be more. The featurettes and the look at the upcoming sequel are worth checking out, but the DVD-ROM is a waste of space. But given how fun the main feature is, these extras come as merely an after thought when viewing the DVD."

Todd Gilchrist of IGN.com gave the video an eight out of ten saying the film looks terrific calling the blend of hand-drawn and computer generated animation seamless. He said the colors were brilliantly clear and contrasted well with the shadows. Though he pointed out some flaws in the final battle with the Chitauri, most audiences won't care. "A great transfer makes the animated images shine." He gave the audio a nine out of ten saying the English track was amazing. "A superior sound presentation offers terrific dynamism for the fictitious fight scenes." He gave the bonus features an overall six out of ten. "A trivia track tops the disc's extras." He said that the "Avengers Assemble" piece was short and didn't show much of any one character but was entertaining and informative. He said the trivia track was informative, and liked it better than a commentary track interrupting the audio. He claimed the auditions were fun even if not all were serious. He noted that the preview would please any fan of this movie.

Marc Kandel of EFilmCritic.com found the auditions were good from a marketing point of view, much like they did with Batman Forever, but found the audition footage to be terrible. "The end result did not amuse me. It wasn’t funny. It was sad, it was hateful, and it was a shitty thing for a company to do to the people who love these characters and the world they inhabit, to say nothing of the business they give their unflagging support."