Ultimate Avengers II (Video)

The Chitauri led by Herr Kleiser return and set their sights on the vibranium deposits located underneath the xenophobic nation of Wakanda. When their leader and protector is assassinated the prince-turned-king risks his throne to seek the help of the Avengers. However, the team is having problems of their own. Captain America is having difficulties adjusting to modern day life. Bruce Banner is dealing with a vengeful doctor. Giant Man and Wasp are having marital problems. And Thor is having troubles disobeying his father to help humanity. Can the team pull together to stop the alien threat once and for all?

Africa
In on top of  lies the fortified nation of.

In the surrounding s two African warriors are being chased by soldiers. One warrior falls in a creek and is dragged back by the soldier. The other warrior continues on alone.

Inside the village at the balcony of a large palace, their  welcomes home his , who just came home after several years, in front of a large cheering crowd. However, the simply glare at the young man. T'Challa notices the elders and knows they hate him. T'Chaka advises him to give it time.

In the jungle, the other warrior is still being pursued by the Chitauri. He attempts to leap into the safety of the village but is vaporized above the crowd. T'Chaka sees this and heads inside the palace with T'Challa and following.

As they walk past statues of s T'Challa and Nakinda implore T'Chaka to let the handle the threat. They say he is in no condition and is still healing from the previous attacks. T'Challa begs his father to stay or at least take him with, but T'Chaka knows the responsibility is his alone and they will be together later. Nakinda comforts T'Challa as they watch his father go.

Once alone, T'Chaka presses a large stone button adorned with a cat's paw print creating an opening to a room deeper inside. The room is filled with modern computers and chairs. T'Chaka removes his headdress and necklace. There are several scars on his lower back. He turns around walks towards the suit of the.

T'Chaka, now in the suit, runs through the jungles and leaps onto a tree. His clawed gloves allow him to stay on. He spots a Chitauri soldier, drops down, and fires at the alien. The claws rip through it and Black Panther runs towards two more aliens. Using his claws he rips the two to shreds.

Suddenly Black Panther is stabbed through the arm by the hand-turned-blade of, still in his uniform. Black Panther drops to the ground and Kleiser taunts him about his "retirement" as his hand returns to normal. Black Panther leaps at Kleiser but the villain turns his hands back and stabs him in the chest. He lifts Panther above his head, stabs him with his other hand, and then throws him aside.

Panther struggles to get up when T'Challa finds them. Kleiser threatens to end the royal bloodline, only enraging Panther. His head morphs into that of a panther and he attacks Kleiser slashing at his sides. Kleiser tries to attack but Panther evades the attacks and pummels him in the face. Panther backs Kleiser onto the edge of a cliff but Kleiser stabs him in the chest.

T'Challa runs to his father but Panther sacrifices himself by pushing Kleiser over the edge, going with him in the process. The two fall and bounce off the rocks below. Kleiser lands on a rock in the river below and Panther lands on top of him, all while T'Challa watches. Panther rolls over into the river besides him and his face morphs back to normal.

However, Kleiser stands up, cracks his neck, and walks away. T'Challa screams in rage.

Later, Nakinda leads a funeral procession carrying T'Chaka's body through the city surrounded by mourning crowds. The body is followed by T'Challa and the elders. Everyone, save for T'Challa, have paw prints on their bodies. The people look up at T'Challa as he passes. T'Chaka is placed in a tomb and the lid is sealed shut. T'Challa kneels at the foot of the tomb.

Nakinda tells T'Challa to follow and shows him the button. She presses it moving a large panther-headed statue up, the. Beyond it lies the secret room. Nakinda says that the right of access is now his. T'Challa enters and the statue head moves back down. T'Challa looks upon the suit of the Black Panther when all the lights and computers turn on.

T'Challa looks around and spots an article and magazine about. The article is from detailing Cap's disappearance. T'Challa picks up the article to find that it also talks about Herr Kleiser. He then looks at the magazine, , to see that it discusses Cap's return.

New Heir
Elsewhere, Captain America uses his shield to protect him from a hail of bullets as he backs up. There are three tied up scientists nearby and Cap drags them to safety. Several soldiers are firing at Cap when he notices a van backing up with men loading large tubes into it.

One of the men aims a at Cap but he uses his shield to throw the aim off. The shield then lands in a pipe releasing everywhere. Cap leaps out of the way as the rocket goes off behind him. Cap grabs a bar and swings around landing near the men.

Just then he flashes back to a time where he did the same to Herr Kleiser. Kleiser turned around and shot at him just as the men are doing now. Cap is hit but it doesn't affect him. He hits three of the men. Three others watch from the van and then try to run him over. Cap dodges and throws his shield. The shield flies through the car and tears the engine apart. The car starts flipping and lands by a large vat. The vat then bursts open draining over the van melting it.

Cap turns around and sees a figure drop from the roof and into the steam. and several soldiers emerge and find Cap holding his wound. He jokingly puts his hands up in surrender.

Outside a awaits while soldiers arrest the remaining men. Black Widow is worried because Cap was supposed to call for backup but chose to do the mission alone. She tries to comfort Cap, even attempting to give him a hug, saying that these decisions would kill him. However, Cap brushes her off as though he wants to die.

He enters the VTOL as it powers up, the door closes, and it takes off. Black Widow is left staring as it goes off in the distance.

At Steve Rogers leaves a room in his casual clothing, still pulling his shit down. He is immediately confronted by Natalia Romanov, in her casual clothing, and. Natalia had no choice but to tell Fury. Fury says that these decisions will end with him and a, but Steve refutes that he's simply doing his job. He tries to leave as he's supposed to go on a warehouse raid with but Fury says he isn't.

Fury knows that Steve has been accepting any job, like he doesn't want any and just wants to keep busy. Steve says that because he's a he can handle it but Fury says he's still a man like anyone else. Natalia thinks that Steve does it because the pain isn't as bad in battle. Steve says she doesn't know anything about him, but she knows that if he has a personal life he thinks he might lose it again.

Fury explains that Steve has been through a traumatic experience but still needs to rest. Steve agrees and walks away. However, Natalia doesn't think he'll really listen. Fury says that if Steve doesn't, he'll lock him away with Banner.

Banner
In his cell, Dr. sits in a chair with his eyes closed listening to footage of the 's rampage. However, a voice tells him to pay attention to the video. The voice, that of, asks him when Bruce lost control and why he transformed in the first place. Bruce gets upset because they've been over this before, but Oiler says he wants the courts to have a clear picture of what happened.

Bruce states he transformed because of the alien threat and that it was the only way to stop them. However, Oiler shows him footage of the and asks why he didn't let them handle it. He then points out than when the Avengers tried to help the Hulk attacked him. Bruce retorts that Oiler was replaced by Banner on the and this is his form of payback.

When Bruce demands to see Oiler orders the chamber filled with a gas. Bruce coughs and slumps into his chair. Oiler orders that the video be put on a continuous loop and leaves. Bruce blankly stares at footage of Hulk smashing the side of a.

At 12:07 in his room Steve finds he cannot sleep well. His shield sits on a shelf above his bed. His dreams take him back to, his flight in the , riding the , waking up at S.H.I.E.L.D., and finding the grave of.

Steve suddenly wakes up to find Black Panther standing over him. He grabs Panther and throws him against the wall. Steve gets up and punches Panther then throws him out the window and jumps out behind him.

Steve uses the slope of the building to slow his descent while Panther tries to grab onto anything. However, Panther eventually crashes onto the ground below. Steve leaps off the building, rebounds of a lamppost, and lands near Panther. Steve grabs the intruder just as S.H.I.E.L.D. agents and vehicles surround them.

Fury introduces Steve to the Black Panther and lets all the other soldiers go. With the soldiers gone Panther removes his mask to reveal T'Challa. Fury is surprised and asked where T'Chaka is. T'Challa replies that he is now king. T'Challa wants to speak with Steve alone, but Fury wants in. Fury and T'Chaka didn't get along great and he wants to make up for that.

T'Challa says it's a private matter, but Steve will tell Fury anyways. T'Challa does say that his father was killed, by Kleiser. T'Challa wants to know how he can kill Kleiser, but Steve says he's killed him twice before and always comes back.

Fury tells T'Challa that the only way to help is for their borders to be opened so the Avengers can help. However, T'Challa refuses saying he already betrayed his people by coming there. He puts his mask back on and jumps on a passing truck. Steve and Fury watch Black Panther leave. Eventually Fury walks away commanding someone to assemble the Avengers.

Seeking Revenge
Across the river near the lies. Inside, is increasing in size while being monitored by scientists and his wife,. She informs him that everything looks good. She tells a scientist to up the to 850 U.

However, when Giant Man nears sixty feet his muscular composition fluctuates and his body mass changes. In pain, Giant Man falls against the back wall. There's something wrong with his stomach region. Wasp sees that he's crashing and tells him to terminate. However, Giant Man refuses wanting to go to sixty-one feet. Wasp then orders the scientists to bring him back to normal slowly.

As he shrinks Giant Man berates his wife for ruining two months of work. Janet knows they reached the limit and didn't want to harm him. She then suggest that they focus on the other stage of the project as he rips off his mask. But Hank refuses to try shrinking, he doesn't want to be a small superhero again. Hank walks away hitting the top of the doorway on his way out.

After he's gone General Fury calls asking for Janet. Wasps returns to her normal size and takes the call.

Assembling the Avengers
On top of  nears the summit. On his headset he talks with about shipping and apologizing to women. When Jarvis suggests rescheduling a meeting with the company's, but Tony has brought them with him. The leading vice president looks back and sees that they are all struggling up the mountain.

Up ahead Jarvis tells Tony that Fury is on the line for him. However, Tony suddenly falls down in pain. Tony hangs up and takes off his. He opens his jacket and lifts up his shirt to reveal a contraption attached to his chest. He takes a off, watches it die, and throws it aside. He desperately searches through his pack for another. He attaches it and the device powers up, allowing Tony to breathe a sigh of relief.

Jarvis calls back and Tony tells him to tell Fury that he'll be there when he can. He jumps down next to the exhausted executives and tells them that the break is over and leaves back down the mountain.

Elsewhere, is sitting in a grassy field meditating. He has a circle of stones in front of him. He opens his hands and drops some card shaped stones with runes on them. The sky above him turns cloudy. He holds a knife in one hand and cuts his fingers on the other, letting the blood drop down onto the runes.

Suddenly the runes burst with energy and the circle is engulfed in flames. A hand reaches out of the flames and grabs Thor's throat, pulling him into the flames. Thor then sees a smoking field with fire in the distance. But up close are the charred skeletal remains of the Avengers. Above him the storm departs and the fire dies down. Thor stands up in astonishment and then kneels down in horror.

At S.H.I.E.L.D. headquarters in a hanger Betty Ross and a group of scientists examine the wreckage of a that fell during their battle. A scientist walks up to her with a piece of the hull and shows her how it crumbles in his hand. Betty wonders how the hull could have gotten so brittle.

Outside the hanger a VTOL lands out comes Janet and Hank Pym. Betty and Janet hug. Betty notices an angry Hank pulling something out of the plane and asks how things are going with Janet and Hank. Janet says they're working things out then asks how things are between Bruce and Betty. However, Betty hasn't gone to see Bruce yet. As the three walk towards the hanger Iron Man lands and announces his arrival wanting a hug. When none of them gives one they all walk inside.

In his cell Bruce is watching the part of the tape where Hulk landed on the alien ship and smashed it with his fists. Betty walks up and Bruce is glad to see her. He thinks that Fury is pressing charges, which Betty confirms as she's been called in as a witness. Bruce states that even though the Hulk made a mess of things he got rid of the aliens. However, Betty tells him that he didn't and starts to leave.

Bruce wants to know more but she refuses. He asks so he can think about something other than guilt. She tells him that parts of the hull became brittle. When Bruce asks for a piece to analyze she refuses saying that no one wants his help nor trusts him, and then storms off.

Tony, Janet, Hank, and Black Widow wait in the meeting room for the others. Janet tries to comfort Hank but he pulls away. Steve enters and Widow asks if he wants to talk about Kleiser. But Steve simply says he is going to kill Kleiser once and for all.

Fury interrupts and starts the meeting. He introduces the team to Herr Kleiser, director of 's secret and secretly a Chitauri alien, only known one.

Flashbacks
Chitauri morphs into Kleiser.

Secret Alliance
Black Panther leads Cap into Wakanda.

Thor
Cap and Wasp bring Giant Man into the plane.

Dethroned
Cap scans and finds Chitauri.

Invasion
Shell comes over Egypt.

Defense
Elders meet underneath fallen Chitauri ship.

Pitched Battle
Kleiser spots Avengers.

Distraction
Betty tries to release Bruce.

Victory
Betty lands and gives Gamma Gun.

Sacrifce
Iron Man lands with Giant Man.

Quotes
"My gratitude to you all. Many years have passed since your prince tread upon his native soil. So let us now welcome home T'Challa, son of Wakanda."
 * -T'Chaka, first line of the video

"They hate me." "Give it time."
 * -T'Challa, first line, and T'Chaka about the elders

"Father, please. Don't go. Not now." "I missed you, son. We will have our time together. I promise." "At least allow me to go with you." "As you will one day come to accept, this responsibility belongs only to the king."
 * -T'Challa and T'Chaka

"Your prowess in battle never fails to entertain. But after so many performances I am here to ensure your retirement."
 * -Herr Kleiser, first line

"Father?" "So, the has returned. Now the royal bloodline can finally end here, all over the jungle floor." "YOU WILL NOT TOUCH MY SON!"
 * -T'Challa, Herr Kleiser, and Black Panther, last line

"Father..." "Your highness, come with me." [Nakinda opens the secret room] "''The Eye of Kings. The right of access has now been handed down to you.
 * -T'Challa and Nakinda

"You were supposed to call for backup." "I didn't need it." "This is the last time you do this to me. Oh look! You're wounded again. Steve, I know what you're doing. Believe me, I've been there. You cannot fill your life with this. It'll kill you." "Then let it."
 * -Black Widow and Captain America, first lines

"So what are we now, a one man army?" "You left me no choice." "I'm just doing my job, General. That is what you thawed me out for, isn't it." "You wanna be back on ice? Is that it? Cause that's exactly where you're heading. Feet first with a toe tag." "If you'll excuse me, sir, I've signed on with Bravo Team for a warehouse raid." "Not any more."
 * -Nick Fury, first line, Natalia Romanov, and Steve Rogers

"Dr. Banner, please stay focused on the video. That's good. That's very good. Now, at which point did you lose control of the Hulk? Was it here? Dr. Banner" "I think so." "Elaborate please." "We've been over this." "You do want the court to have a clear picture of what went on. Don't you? Don't you, Dr. Banner? Now let's start again. You made a conscious decision to become the Hulk. Why?"
 * -Dr. Oiler and Bruce Banner, first lines

"Where is T'Chaka?" "He is... I am king of Wakanda now."
 * -Nick Fury and Black Panther

"I must know how to stop him." "You can't." "Why not?" "Because I've killed him twice and he always comes back."
 * -Black Panther and Steve Rogers

"Looking good, hon. Just a minor spike in your insulin levels."
 * -Wasp, first line

"Hank, you're crashing! We have to terminate!" "No! Just get me to sixty-one feet!"
 * -Wasp and Giant Man, first line

"Bring him down, slowly." "You just blew two months of work!" "You were beyond the safety margin. Hank, this is not worth your life." "MY LIFE! MY RISK!" "No! It's your ego! Sixty feet is the maximum strain your body can endure. So let's just put a pin in it and focus on the other phase of the project." "Other phase! You mean shrinking! You can put a pin in that too, Janet!" "If we don't start conditioning your body it'll never handle the transition in size." "Forget it. I'm not going back to being a two-inch superhero."
 * -Wasp and Giant Man

"Tell her I refuse to supply any transitional hardware unless their programming is compatible. Oh, and Jarvis, send her some flowers too. And an apology for... well, she'll know." "Certainly, sir. And on another matter. Shall I reschedule your meeting with the company vice presidents?" "No need. I brought them with me." "I have General Fury on the line" [Tony falls down in pain] "Ugh, I'll have to call him back."
 * -Tony Stark and Jarvis

"What could've made it so brittle?"
 * -Betty Ross, first line

"Hey, Betty." "Hey, you. So, how are things going?" "We're working things out. What about you and Bruce?" "I haven't been to see him yet."
 * -Janet Pym and Betty Ross

"Daddy's home." [Betty and Janet walk away] "What? No hug for me? What about you big guy?" "Shut up, Stark." "Ah, it's good to be back."
 * -Iron Man and Hank Pym

"I mean, I realize the Hulk's made a disaster of things but he did get rid of the aliens. So..." "No, he didn't." "What? What are you saying?" "They're still out there. I just thought you should know." "Wait! What's Fury doing about it?" "Nothing that concerns you." "Please. I need something to think about. Something other than guilt."
 * -Bruce Banner and Betty Ross

"Steve, I know about Kleiser. So, if you'd like to talk..." "There's nothing to talk about. When I find him I'm going to kill him, once and for all."
 * -Black Widow and Steve Rogers

Trivia

 * Although unspecified, the Black Panther's claws are most likely made of vibranium.
 * The opening credits morph between animal strips and images of the African jungle.
 * The image on Military News is from the Avenger's attack on the S.H.I.E.L.D. satellite base. The subtitles on the magazine read "Captain America Lives Again!" and "Defeats Alien Invasion".
 * Black Widow talks about being depressed as Captain America is. She probably means the grief she felt after her husbands died, thus earning her name.
 * Using lots of reused footage, images from Steve Rogers' dreams are footage from the first movie.
 * In the comics Hank's body becomes unstable at sixty feet. He can only go to fifty-nine.
 * In the original comics, Hank Pym controlled s, as seen in the first film, and could shrink down to the size of one under the name Ant-Man. It was later that he started growing in size under the names Giant Man and Goliath.
 * Totenkopf means Death in German. Similarly, the SS-Totenkopfverbände were in charge of Nazi concentration camps during World War II. It is unknown if Kleiser was meant to be part of this organization, vice-versa, or if he was part of something else entirely.
 * The alien walkers bear a strong resemblance to the Tripods from The War of the Worlds.
 * All the images from the credits are from he Ultimates comic book series, except for Iron Man's (which is from the Extremis series) and Thor's (which features him clean shaven, with a cape, and his winged hat), both from the 616 universe.
 * Marvel Database lists this video as Earth-3488 in the Marvel Multiverse.

Continuity

 * directly precedes the events of this video. As of, this is the only video to directly continue another.
 * 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

 * Military News should not have gotten that particular image unless Captain America recreated it perfectly for them.
 * Given the size of the shield and the amount of space between the two men in the van, the shield should have cut right through them. Though it may have given that we never see their legs ever again.
 * Like the magazine cover, the footage of Hulk's rampage could not have been gotten. It is simply footage from filtered to look like a video.
 * Steve Rogers must have a great imagination because he remembers events in his dreams from angles he couldn't have possibly have seen.
 * In Thor's vision he sees the smoking skeletal remains of the Avengers, but the clothing and hair are perfectly fine.
 * At the end of Bruce is held in his normal clothes. But in this movie he only has orange prisoner clothing.
 * S.H.I.E.L.D. has footage from 1945 where there were no camera, because it's just footage from the first movie.
 * Iron Man's damage does not match getting hit by a log.
 * When Iron Man is knocked down by the log his armor is fine. But when he gets up it's badly damaged. Also, when Iron Man closes the door on the plane his armor is fine again.
 * As he is being stripped of his title T'Challa is wearing his African clothing. But when he sees the Chitauri soldier he is suddenly in his Black Panther costume.
 * Black Widow must have suddenly gotten very bad at shooting. When Black Panther reveals itself to be Herr Kleiser she fires two automatic guns at both Kleiser and the soldier but hits neither. Or she was not smart enough to bring vibranium tipped bullet.
 * Why wouldn't S.H.I.E.L.D. have ever tested gamma radiation on vibranium? Nick Fury said it absorbed energy like a sponge. So why not try all kinds?
 * The same red button fills Bruce Banner's cell with gas and empties it. So how does it know when to fill with more and when to empty?
 * Captain America mispronounces Chitauri when he sees the ship that was destroyed by the Wakandans.

Cast

 * {| class="wikitable"

! Actor !! Role
 * - bgcolor="#CCCCCC" style="border-bottom:3px solid #CCCCFF"
 * Justin Gross ||
 * Grey DeLisle ||
 * Michael Massee ||
 * Marc Worden ||
 * Olivia d'Abo ||
 * Nan McNamara ||
 * Nolan North ||
 * Andre Ware ||
 * David Boat ||
 * Fred Tatasciore ||  Additional voices
 * James K. Ward || Additional voices
 * Jeffrey D. Sams ||
 * Dwight Schultz ||
 * Mark Hamill ||
 * Dave Fennoy || Additional voices
 * Susan Dalian || Additional voices
 * Kendre Berry || Young
 * Chi McBride ||
 * }
 * Fred Tatasciore ||  Additional voices
 * James K. Ward || Additional voices
 * Jeffrey D. Sams ||
 * Dwight Schultz ||
 * Mark Hamill ||
 * Dave Fennoy || Additional voices
 * Susan Dalian || Additional voices
 * Kendre Berry || Young
 * Chi McBride ||
 * }
 * Dave Fennoy || Additional voices
 * Susan Dalian || Additional voices
 * Kendre Berry || Young
 * Chi McBride ||
 * }
 * Chi McBride ||
 * }
 * }

Crew

 * See also Ultimate Avengers II (Video) Full Credits.


 * {| class="wikitable"

! Job !! People
 * - bgcolor="#CCCCCC" style="border-bottom:3px solid #CCCCFF"
 * Distributer || Lion's Gate Family Entertainment
 * Production || Marvel Studio
 * In Association With || MLG Productions 2, 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 Craig Kyle
 * Screenplay || Greg Johnson
 * Directors || Will Meugniot Richard Sebast
 * 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 Craig Kyle
 * Screenplay || Greg Johnson
 * Directors || Will Meugniot Richard Sebast
 * Supervising Director || Bob Richardson
 * }
 * Screenplay || Greg Johnson
 * Directors || Will Meugniot Richard Sebast
 * Supervising Director || Bob Richardson
 * }
 * Supervising Director || Bob Richardson
 * }
 * }

DVD
Special features include:


 * "The Ultimates" Featurette - A twenty-five minute look at the history of the Ultimates comic book line. Also discusses both films.
 * What Avenger are you? DVD-ROM Game
 * The Ultimate Gag Reel - Using footage from to make goofs.
 * First look at.
 * First look at.
 * Trailer Gallery - Containing Marvel: Ultimate Alliance, Teenage Mutant Ninja Turtles, and.

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

The Blu-Ray is packaged with.

Background
Ultimate Avengers II, also called Ultimate Avengers 2 or Ultimate Avengers 2: Rise of the Panther, is a direct sequel to.

The producers had to design Black Panther and Wakanda from scratch as neither were introduced in the Ultimate Marvel universe yet.

Mark Hamill previously voiced Hobgoblin on, Maximus on , and Gargoyle on.

Feature
It has a 6.9 on IMDb, 0.1 points higher than its predecessor. Among the community it has a 77% on Rotten Tomatoes, 6% higher than the predecessor.