Episode:And the Sea Shall Give Up its Dead

The Mandarin hatches a year long plan to build an unstoppable army of Russian zombies. Only Iron Man and Force Works can stop him. (Series Premiere)

Story
Aboard a submarine the captain notices some strange reading on the radar screen, believing it to be a Russian sub. Inside the Russian sub their captain follows sign of an intruder. They open a hatch to find a woman who is planting some kind of device. She does something to them then says that one year from now they would become an army of living dead to serve someone called the Mandarin. She dons a helmet and uses a laser to cut a hole in the side, flooding the compartment, and leaves.

Meanwhile Tony Stark is in a physical therapy secession in his spa with Veronica, his physical therapist. James Rhodes shows up and gets splashed by Tony. He reminds his boss that they have a Hypertech seminar at three o'clock.

As they leave the spa a code ten alarm goes off and a tornado appears. The three fly around and Veronica goes out a window. There is a man inside the tornado who breaks away a wall, lands, and takes something from a computer terminal. Another man on a flying horse grabs him and flies off. Rhodes identifies them as Whirlwind and Dreadknight. The place then goes up in flames.

Rhodes asks how Veronica is doing and Tony says she is fine, though she could have been killed. Spider-Woman runs up and tells them that they broke into the armory. Tony wonders what is up since a direct assault is not the Mandarin's usual style. As they leave he says to double security on the armory.

Dreadknight and Whirlwind land in their headquarters and present a stolen microchip from Stark's computers to the Mandarin. The Mandarin tells them that the chip would allow him to synchronize with the device that the woman, identified as Hypnotia, planted on the submarine. In exactly one year his plan will unfold and he can then destroy Iron Man.

One year later, Tony and Rhodes discuss the Mandarin's supposedly failed attempt to break into the armory. Rhodes then shows him Admiral Harold Younger on a monitor who has a job for Stark Enterprises. The White House wants Stark in on Operation Prometheus. On March 11 of last year, the day Whirlwind and Dreadknight attacked, the Prometheus, a Russian nuclear sub, vanished off the coast of Norway. Their team believes they found it off the coast of Scotland, and that it may be able to destroy all life on Earth. A crewman on a British Frigate was taping his shipmates when a tanker passed over the Prometheus, which then caught the ship disappearing under the water.

Meanwhile, outside Hypnotia is listening in with a special device shaped like a balloon. She tells her "baby," MODOK, who then informs Mandarin and leaves her behind. Mandarin is pleased with the information but knows that Iron Man will arrive to help. He calls forth his minions including Whirlwind, Whiplash, Grey Gargoyle, and Blizzard. However, Mandarin punishes Blizzard because the villain quick froze a drink but killed Mandarin's begonias. He uses his rings to create a ring of fire around then a pit underneath him, but saves him for later.

In Tony Stark's Office Tony realizes that the disappearance of the sub and the attack on the armory must be related. He pulls out a brief case which folds out to become the Iron Man Armor. He gets in but Rhodes warns him that he'll need undersea armor and wonders how he'll get that in the field. Iron Man shows him I.R.V.I.N.G., which stands for In-flight Refit Vehicle with Interactive Neuromimetic Gear. He lifts off with I.R.V.I.N.G. following.

While in flight he launches a camera so that Rhodes, Scarlet Witch, and Spider-Woman can see. Hawkeye then changes the channel to the Hammer Channel looking for something good. Justin Hammer is seen at the opening of the Hammer Channel Tunnel which shall open when Big Ben strikes high noon.

Iron Man finds the Prometheus deep below the surface and changes into undersea armor. I.R.V.I.N.G. upgrades the armor and heads down. He finds the sub and gets some unusual readings that don't seem to be nuclear but a new form of energy. Just then the Grey Gargoyle stomps on I.R.V.I.N.G. destroying it. Mandarin and MODOK are also watching on their own monitor.

As Iron Man gets closer Whiplash, Dreadknight, Whirlwind and Grey Gargoyle attack. Force Works watches the ambush so Rhodes tells them to armor up while he gets in the War Machine Armor. They all don bubbles to breathe and Century transports them to the sub's location. Mandarin then calls Fin Fang Foom into the battle, who attacks Iron Man sending him down a large trench. War Machine finds Iron Man unconscious. They secure the perimeter and bring him back to the armory.

Tony wakes up and finds Rhodes standing over him. Tony wonders what is going on since Mandarin only brings in Fin Fang Foom on "big deals" but then called him off. Tony realizes that Mandarin was trying to hold off Iron Man until something happened. When it did he no longer needed to defend the sub. He starts searching through The L.A. Times articles looking for answers. A repaired but dirty I.R.V.I.N.G. appears to help Tony. Tony realizes what is going on and suits up.

In London Justin Hammer is ready to open his new tunnel. He pushes a device on his wrist which informs Mandarin that the sequence is nearly complete. MODOK pushes a button awakening the sleeping crew of the submarine. The sailors wake up but they are radioactive zombies.

Iron Man and Force Works fly to the sub's location while Iron Man explains that Mandarin sank the sub but left some kind of bio-conversion device. It extracted radical iodine ions from sea water and radioactively bonded them to the normal body cells of the sailors and took twelve months to convert them into zombie warriors.

At the Ribbon Cutting Ceremony of the tunnel Hammer cuts the ribbon just as the zombies are coming out of the tunnel. Iron Man fires his repulsor beams which blocks the tunnel. The zombies still get out and Force Works engages them in battle. Hawkeye and Century engage in hand-to-hand combat, Iron Man and War Machine fire their repulsors, Spider-Woman creates nets to capture them, and Scarlet Witch turns into one to match their strength.

Iron Man then goes underwater and cuts a piece out of the tunnel flooding it and defeating many of the zombies. However, MODOK then calls in Titanium Man, the most powerful cyborg on Earth, to defeat Iron Man. Titanium Man flies from an orbiting satellite and enters the battle easily brushing off Iron Man and War Machine. Before his servo-stabilizers reset Iron Man and War Machine knock him down. Iron Man wraps him in asphalt and the two heroes throw him into space where he blows up.

Iron Man returns to Force Works where everything seems wrapped up. And because the Russian sailors were innocent victims Century returns them to normal. Meanwhile, Mandarin promises to be back.

Quotes
"Stop fighting it Tony. Come on. Work into the pain. Push Tony. Harder! Boy, is that all you got?" "Did anyone ever tell you your hard to resist." "Never try to smell your physical therapist."
 * -Veronica and Tony Stark

"Come to papa."
 * -Whirlwind's first line

"Here they come."
 * -Mandarin's first line

"Fools think your raid was a failure. Ha ha. But in exactly one year I shall have the means to destroy Iron Man." "That's a long time to wait for vengeance, Mandarin." "I'd wait for eternity to crush the only one that stands between me and world domination.
 * -Mandarin and Dreadknight

"It's been nearly a year since the Mandarin bombed out trying to get in here. Think he's lost interest?" "No way. It's not like him to give up after one attempt."
 * -James and Tony

"It's as you feared. They know." "I fear nothing Hypnotia. But Tony Stark shall not ruin our master plan."
 * -Hypnotia and MODOK

"When you carelessly created a fast freeze to cool your drink you killed my begonias. Unforgivable! I shall spare you because I am merciful. Now, go to the garden and start fertilizing."
 * -Mandarin to Blizzard

"We now return you to our regular programming. What's the story IM?" "I'm off the Scottish coast. Readings indicate that the Prometheus 81.3 fathoms below target scanner."
 * -Rhodes and Iron Man

"By the power of my Battle Staff I bend time and space."
 * -Century

"I have anticipated everything. As usual. I have summoned the alien dragon: Fin Fang Foom."
 * -Mandarin

"My eco-scanner says that Iron Man just took a laser hit and the cyber-feedback hit his brain. If we don't find him fast his mind will incinerate."
 * -War Machine

"Jim, first and later define time. Something had to be happening aboard the Prometheus."
 * -Tony

"If I'm right then we haven't a minute to spare." "But you need rest." "Not now Jim. Now is time for Iron Man."
 * -Tony and Rhodes

"It took a year to transform the Russian sailors into unstoppable radioactive zombies."
 * -MODOK

"Serve…master…"
 * -Zombies, recurring line

"If the Mandarin's zombies get loose their radioactivity will contaminate millions and give the Mandarin a vast slave army of the undead. But that's not going to happen!"
 * -Iron Man

"This is no way to treat a lady. Especially your friend. Here, that's too heavy for you."
 * -Scarlet Witch

"Titanium Man! I thought we put a stop to him at Magnitogorsk?"
 * -Iron Man

"If we don't stop him…" "We must stop him. It's time to iron things out."
 * -War Machine and Iron Man

"Nothing like asphalt for gift-wrapping. I think we better mark this package 'Do not open until Christmas…in the year 3000.' "
 * -Iron Man

Trivia

 * First appearance of all the major characters from the first season. However, MODOK, Hawkeye, Spider-Woman, Scarlet Witch, and Force Works are not named yet.
 * Tony's first appearance is quite risque as it at first implies he is having sex with his therapist.
 * James Rhodes says that the date the episode starts is March 11.
 * Tony's dialogue implies that Force Works has battled with the Mandarin, his forces, Fin Fang Foom, and Titanium Man before.
 * The episode takes place over the course of one whole year.
 * The powers that Mandarin's rings display in this episode include creating fire, a hole, lifting a person, and making the hole disappear.
 * Season one would use the same computer generated scene to show Tony Stark suiting up and Iron Man leaving. This often presented continuity problems as he would often suit up in different clothes and often suit up in a different environment.
 * When Tony is searching on the computer through newspaper articles you can actually see real articles and headlines. There are eight separate shots then they repeat once. In the second sequence there are two separate shots that repeat several times.
 * This episode was adapted into the comic book Marvel Action Hour: Iron Man #1.

Inconsistencies

 * Iron Man and War Machine need under-water suits to breathe underwater. However, they are seen in space without any special suit or protection.
 * I.R.V.I.N.G.'s size is not always the same. At one point it is the same size as Iron Man and another just as big as Grey Gargoyle's foot.
 * Why does Iron Man needs special armor to be underwater but War Machine, whose armor is very similar, needs only a helmet?
 * When Rhodes puts on his armor he grabs the right gauntlet but puts it on his left hand, and vice versa.
 * Both Force Works and Mandarin's minions use just a fishbowl like helmet to breathe underwater but there is not apparatus to provide oxygen.
 * War Machine's mouth moves even though it is supposed to be just a mask. It does not always do this and this is the only episode where this happens.
 * It is never stated nor shown how exactly Tony found out anything about Mandarin's plan.
 * The second time that Tony Starks suits up is quite obviously reused animation from the first. It starts off with Tony in a solid blue suit in a carpeted room but goes on to show him in a khaki blazer in a machine-filled room.
 * Force Works battle the zombies at close range with apparently no ill effects despite the claim that the zombies are highly contagious.
 * Why would Century not restore the mutated sailors at the start of the battle if he could always do so?

Continuity

 * Stark does physical therapy but it is not stated why. In it is revealed he has slivers near his spine.
 * First mention that the Mandarin and Justin Hammer are working together. They would continue their relationship throughout the first season.

Reaction
"Amazing Spidey" of Marvel Animation Age said that a series pilot usually reflects the quality of the show, much as this episode did. He claimed it was one of the poorest of an inexcusably poor first season. There were far too many characters introduced between Iron Man, Force Works, the Mandarin, his goons, Fin Fang Foom, and Titanium Man. Many characters were not given proper introductions and Hawkeye and Spider-Woman were not even given proper names. The plot was criticized because the villains' plan was lame. Also lambasted was that two of the comic's major villains were beaten in very little time. "Overall, a below average episodes of a crappy first season."

On TV.com the episode has a rating of 6.6 Fair.