This article is written from the Real World perspective Real World
And the Sea Shall Give Up its Dead
Series Iron Man
Release Date September 24, 1994
Episode Number 1 (Season)
1 (Overall)
Writer Ron Friedman
78 images

When a Russian nuclear submarine goes missing, Mandarin and his forces are to blame. Iron Man and his fellow heroes must find the sunken vessel and unlock the secrets inside before it becomes a ticking time-bomb that threatens to give his foes an unstoppable army of the undead. (Series Premiere)


In a frozen wasteland, winds howl as snow slowly buries an installation. There's a glow coming from one of the buildings.

Younger Spots Sub

Inside, an elderly admiral looks at a screen. He notes that the signals they are getting are from a restricted area, and theorizes that it must be a Russian nuclear submarine. The technician sitting tells him that it doesn't sound like any of their nuclear subs. She thinks it is something else. He orders her to try contacting them and seeing if they are in trouble.

In the depths of the ocean, a nuclear submarine glides through the water. It dives down eventually evening out just above the ocean floor.

Inside the sub, a man holds up a scanning device. He waves it around noting that there is an intruder aboard. The man, the ship's captain, and fellow officer reach a door. The device tells him that the intruder is inside.

Russians Finds Hypnotia

They open the hatch and see a blonde woman looking at a glowing cube. The two men approach and the officer points his rifle at the intruder ordering her to put her hands up.

She turns and hypnotizes the two and laughs as they freeze. She picks up a device saying that one year from now they will become an army of the living dead to serve someone called the Mandarin.

She puts the device on the glowing box and activates it. She puts on a helmet and apologizes for hypnotizing and running.

Hypnotia Leaves Sailors

She walks into the corridor and pulls out a pistol. She fires at the side of the hull cutting a circle with the laser. The side opens and sea water gushes in and fills up the sub.

The woman swims out the hole.

Russian Sailors Infected

The two men are still frozen in place in the now underwater corridor. Suddenly they are coated with a strange substance that bonds to them.

Elsewhere in a spa, a woman is telling a man named Tony to push harder. She berates him when he stops. He tells her that she's hard to resist. She retorts by saying not to "snow" with his physical therapist.

Tony In Therapy

She turns him over telling him to lean on her and kick. He does and she pushes him to kick faster. He kicks so hard that he splashes another man in a suit.

The man complains that his job description doesn't include getting splashed by his boss. He crouches down and shakes Tony's hand. The man reminds Tony that it is March eleventh and he has a seminar on Hyper Tech at three.

Rhodey Reminds Tony Hyper Tech

Tony gets out of the spa and thanks the man, named Jim, by offering a raise for getting him out of the torture chamber. Both he and the therapist get out of the spa.

Just then, alarms begin blaring. They all look up and see a tornado. Tony says it is a Code Ten alarm. The tornado passes and an armored man appear in the center. The glass skylight shatters.

Veronica Rhodey Tony Blown Away

The woman holds onto a post to avoid flying away. Tony and Jim grab onto another. Tony orders them to hang on.

However, the woman loses her grip and screams. She flies through the window and onto the grass outside, passing out.

The armored man commands the tornado to blast the side of a brick wall opening a hole. He flies in leaving the tornado blocking the hole. He activates a computer console and takes a glowing microchip out.

Dreadknight Offers Whirlwind Ride

Nearby, another armored man on a winged horse flies up. He lands and offers the first armored man, Whirlwind, a ride. Whirlwind gets up and the rider orders the horse, Knightwing, to fly.

Jim identifies them as Whirlwind and Dreadknight. He then sees the therapist, Vernoica, and that Tony is checking on her. Tony feels for a pulse and notes that she is alive, but could have been killed.

A woman in a black and white spider-themed costumed runs up. She tells them that the two tried to break into the armory but tripped the alarms.

Tony wonders why they would try a direct assault on the armory in broad daylight. He turns to Jim noting that this isn't the Mandarin's usual style.

Tony Carries Veronica

He orders the woman to secure the area and clean up. He doesn't want any of this leaking to the press. He picks up Veronica and stands. The building behind him is engulfed in flames.

She says she is on the job. He starts walking away and orders them to double security on the armory. He explains that if the Mandarin got the secret of Tony's armor for his army then no one could stop him.

Elsewhere, a green man with rings on each finger smiles as Whirlwind and Dreadknight approach and fly in through an opening in the roof. A small large-headed creature sits next to the man's throne.

Whirlwind Gives MODOK Microchip

Whirlwind approaches and bows. He holds out his hand saying that they will never miss a single microchip when so many were destroyed in the fire. The man laughs.

He explains that the chip will allow him to synchronize the device the woman, Hypnotia, planted on the submarine. He goes on to say that the "fools" think the raid was a failure.

He goes on to say that in one year he will have the means to destroy Iron Man. The small creature hovers over to a console. Dreadknight notes that this is a long time plan for vengeance, calling him the Mandarin.

Mandarin yells at him that he would wait an eternity to destroy those who stand against him from achieving world domination.

One year later, Mandarin's eyes see through the spa.

Inside an armory, Jim notices that it has been a year since Mandarin failed to get in. He wonders if the villain lost interest. He and Tony walk in. Tony shoots him down saying that Mandarin would not give up after a single attempt.

Tony Rhodey Talk To Younger

They stop at a screen and Jim introduces "Tone" to Admiral Harold Younger, who has a job for Stark Enterprises. The man they see is the one who noticed the submarine. Younger tells Mr. Stark that the White House wants him in on Operation Prometheus.

Somewhere, a woman pushes a stroller through a park. They listen in on the conversation over the radio. The antenna is a pink balloon. They watch the proceedings on a small monitor.

Younger explains that on March eleventh, the Prometheus, the Russian nuclear sub, disappeared off the coast of Norway. Their task force pinpointed an area off the coast of Scotland where they think the tides took it. He goes on to say that whatever is in the submarine may have the ability to destroy life on Earth.

Zombie Sludge Takes Frigate

He goes on to say that a crewman on a British frigate was taping his shipmates just as a tanker passed somewhere over the Prometheus. The footage shows it being engulfed with the same substance that covered the Prometheus crew and sank. The other ships were unaffected.

The woman takes off her sunglasses revealing she is Hypnotia. She says that, as her companion has feared, they know. She crouches next to the stroller revealing the large-headed creature. He says that he fears nothing and that Tony Stark will not ruin their master plan.

He begins shaking breaking apart the stroller as Hypnotia pushes it along. The creature decides to inform the Mandarin.

MODOK Leaves Hypnotia Behind

He activates a button on his harness. The stroller is destroyed as the creature rockets off into the air. Hypnotia yells at the "troll" about wanting a ride while shaking her fist.

In his lair, Mandarin looks at footage of the sunken Prometheus. He tells the creature, MODOK, that he was wise to inform him. He notes that it is almost time and nothing will interfere with his rendezvous with destiny.

MODOK sees a blinking light and reminds him that Iron Man is certain to investigate. He looks at footage of the Prometheus' underwater halls. Mandarin responds that Iron Man will then have company.

He calls to Dreadknight, Blacklash, Grey Gargoyle, Whirlwind, and Blizzard. Dreadknight and Blacklash walk out from behind columns. Grey Gargoyle drops down from above while Whirlwind hovers down on a tornado. Blizzard flies in on a hovering ice block.

Blizzard Loyal To Mandarin

Mandarin explains to them that he as a mission. However, he orders Blizzard to come forward. The others back away. Blizzard wonders what is wrong since he has been loyal.

Mandarin says he was loyal but stupid. He uses his rings to create a circle of fire around his subject then drop out the floor beneath him. Blizzard falls into the abyss.

Mandarin stands over the edge. He explains that when Blizzard fast cooled his drink he also killed his begonias, calling it unforgivable.

Mandarin Saves Blizzard

He then lifts up Blizzard back to the surface saying he is merciful. Mandarin drops him to the ground while making the hole disappear. He stands over Blizzard ordering him to return to the garden to fertilize.

Blizzard stands and runs away obeying his command.

Mandarin Inspires The Hand

Mandarin tells the others to go to the Prometheus. He orders them to provide a "welcome" for their armored opponent. He claims nothing will stop him and fires his rings into the air.

The rings' energies open a door in the roof. Dreadknight flies out on his horse followed by Blacklash and Grey Gargoyle on a hovercar. Whirlwind finishes up riding a tornado.

At Stark Enterprises, Tony and Jim sit in an office. Tony notes that the Prometheus vanished the same day Mandarin attacked the armory. He picks up a briefcase and stands.

Iron Man Armor First Unfolding

He walks over to a desk and presses a button on the briefcase. He unfolds into a red and yellow armor. Tony steps into it and it encompasses his lower half. He activates something on the rest of the case and his clothes change into an undergarment covered in circuitry.

He lifts the top of the armor and they wrap around his shoulders. He inserts his arms into the gauntlets and they wrap around him.

Iron Man Armor First Completion

He lifts his hands and fires electricity down at the helmet. It floats up and he puts it on his head. With the Iron Man armor complete, he turns and electricity flows through it.

Iron Man walks to the center of the room. Jim follows saying he needs to change to undersea armor when he gets there. He wonders how he will do that alone.

Iron Man says he won't be, and introduces him to I.R.V.I.N.G.. Jim wonders who Irving is. A door opens and a small device flies out towards them.

Rhodey Meets IRVING

He explains to Jim that this is his new invention, which stands for In-Flight Refit Vehicle with Interactive Neuromimetic Gear. However, Jim still doesn't like this.

Iron Man activates his thrusters and lifts off. He goes through a long tunnel and into the air, followed by I.R.V.I.N.G. They do some maneuvers in the air then continue on.

He locks on the on-board navigation to the destination. He avoids civilian and military air corridors. He also activates his video.

Scarlet Witch Rhodey Spider-Woman Watch Monitors

In the armory, Jim along with the spider woman and a woman in red watch his progress to Scotland on the monitors. There is other footage of Iron Man on the other screens.

A piece of the armor lifts up and a small drone flies out of Iron Man. The lens focuses on Iron Man. Jim radios in that he is coming in loud and clear. He replies that this is easy.

In the armory, the monitor changes to a news broadcast. Reporter Reginald Dimpton stands outside the British end of Hammer Channel Tunnel. He explains that the tunnel will link England with Belgium.

The spider woman asks where Iron Man is. The woman in red demands to return to Iron Man. Jim wonders who is messing with the remote.

Hawkeye Keeps Away Remote

Just then, an archer says that he was just looking for a sports game. He keeps the remote away from Jim who holds out his hand for it back.

On the screen, Dimpton introduces Justin Hammer, the man responsible for the tunnel. He says that he will cut the ribbon when Big Ben strikes high noon.

Jim finally gets the remote back and flips away from the news report. He asks Iron Man for an update.

Iron Man reports that he is off the Scottish coast. His readings show the submarine to be over eighty fathoms below. He looks at a screen of coral at the bottom of the ocean.

He orders I.R.V.I.N.G. to change him into the undersea armor. The robot flies ahead and drops the armor below it.

IRVING Attaches Undersea Armor

Iron Man flies up and it attaches to him. The dome fills with air and I.R.V.I.N.G. lets him go. He orders the robot to go ahead. The two fly down, Iron Man checking the distance on his wrist-mounted scanner.

I.R.V.I.N.G. dives into the water as it picks up coordinates. Iron Man flies in after it. While the robot uses sonar, he picks up some unusually strong readings that are not nuclear. He realizes they are some new form of energy.

Iron Man Finds Prometheus

Iron Man swims next to the rusted hulk of the Prometheus. His helmet shines a light showing him around. He thinks it is peaceful enough and there are not sensor warnings, but he has doubts.

He looks around at the bottom of the ocean thinking that the eerie setting is making him jumpy.

I.R.V.I.N.G. swims around then turns. It sees Grey Gargoyle stomping his foot down on it. Grey Gargoyle then crushes it into the dirt.

Mandarin Watches Underwater Iron Man

Mandarin and MODOK watch on their monitors as Grey Gargoyle steps away. It then changes to Iron Man swimming near the hull. Mandarin waits as he gets closer.

Just then, Mandarin's forces rise over the side of the Prometheus. Blacklash screams out. He cracks his whip knocking Iron Man back and then wraps around his foot.

Rhodey Puts On Gauntlet

On the monitor, Jim sees the ambush and tells the others to armor up. He runs over to a grey and white armor. He takes it apart and puts it on starting with the gauntlets, then helmet, and finally the chest and legs. He introduces himself as War Machine.

Underwater, Blacklash continues dragging Iron Man across the sea bed. The hero fires his repulsor beams at him but keeps missing.

Mandarin and MODOK continue watching on the monitors.

Grey Gargoyle turns some of area to stone then lifts it up. He throws the massive chunk at Iron Man burying him under a pile of rubble.

Mandarin smiles.

Dreadknight swims forward.

Century Transports Forces Works To Prometheus

In the armory, the group all have air domes over their heads. War Machine runs up to a man with two axes, named Century, and tells him they need to go. Century holds up his battle staff to bend time and space.

Suddenly, the group is transported to the bottom of the ocean. War Machine orders them to spread out to find Iron Man. They all swim in different directions.

Back at the battle, Iron Man still lies underneath the rubble. Whirlwind runs around it creating a cyclone that lifts the rubble and Iron Man up.

In his lair, Mandarin says that he anticipated everything. He explains that he summoned the alien dragon known as Fin Fang Foom.

In the air, Fin Fang Foom flies downwards.

Mandarin laughs and uses ring energy to create a halo above him, satisfied with himself.

Iron Man Underwater Hit By Fin Fang Foom

Fin Fang Foom dives into the water. He blasts fire out of his mouth hitting Iron Man. Iron Man falls into a deep abyss.

War Machine detects the attack on his echo scanner. He finds that the attack sent feedback into Tony's brain, and that if they don't find him his mind will be destroyed.

He activates a monitor on his gauntlet and sees the dragon swimming through the waters. Century holds out his staff sending out an electric current.

Somewhere, Iron Man is knocked unconscious.

War Machine swims through the water until he eventually spots Iron Man on a rock. He swims over to his friend and finds Iron Man is not moving.

Force Works Returns From Prometheus

He orders the others to secure the perimeter and prepare for an attack. He lifts him up saying they have to get Iron Man back to the armory.

Later at the infirmary, Jim asks Tony how he is doing. Tony replies that he is lousy and sits up.

Tony explains that he almost has something figured out. He says there was no problem until Fin Fang Foom arrived. He thinks back to the dragon breathing fire on him and when Fin Fang Foom flew down to the water.

Rhodey Visits Tony Infirmary

Jim notes that none of the bad guys were around when they showed up. Tony explains that Mandarin only brings in the dragon on big deals. He wonders why Fin Fang Foom would be brought in then called off.

Jim says that they "busted his chops" for checking out the submarine and then couldn't care less if he did. Tony realizes that this has something to do about time.

He stands and walks over to a computer realizing that something was happening about the Prometheus. He sits down at the computer noting that when whatever was happening had happened there was no more reason for Mandarin's forces to defend the submarine.

He types on the computer and searches through old newspaper articles for the date March eleventh. He tries to find the link but still wonders.

IRVING Returns From Prometheus

Suddenly a panel opens up and I.R.V.I.N.G. enters. It shakes off the mud covering it and flies over to the two. Tony is glad to see it as he wondered what happened to it.

The computer then comes up with an article from the L.A. Times. Tony congratulates the robot as he realizes what this is about.

A door on the wall glows then moves away revealing the Iron Man armor. It spins around and Tony enters once again suiting up.

Tony Iron Man Now Rest Later

Before donning the helmet, Tony claims they don't have a minute to spare. Jim objects since Tony needs rest. Tony interrupts saying he will have to rest later as Iron Man is needed now and puts on the helmet.

In London, Big Ben strikes noon. Dimpton notes the time and says the world is waiting for the opening of the Hammer Tunnel.

He and Justin are standing in front of the opening. Justin holds up his wrist and pushes a button on a watch-like device.

Mandarin MODOK Watches Hammer Channel

In the lair, Mandarin and MODOK are watching the news on the screen. MODOK notes that the sequence is complete and the world will be his.

He pushes a button explaining that the sleeping crew of the submarine has been activated. Mandarin orders his "children" to wake and serve their master.

In the depths of the ocean, the Prometheus still lies on the bottom with the whole in its side. Inside the water filled corridors, likes the box Hypnotia planted.

The button on top activates and the device explodes.

MODOK explains that it took a year to transform the sailors into unstoppable radioactive zombies.

Russian Sailor Zombies Rising

Numerous figures rise out of the depths of the ocean. They slowly transform into human-like creatures. They tear their way out of the damaged hull, chanting about serving their master.

They begin walking along the ocean floor.

Iron Man and his team fly through the air. He, War Machine, and Century fly on their own. The archer rides a flying motorcycle. The spider woman and woman in red fly in a jet.

He explains that Mandarin arranged for the sinking of the submarine a year ago while planing a bio-conversion device aboard. He summarizes that it extracted radical iodine ions from the sea water and radioactively bonded them to the normal cells of the sailor. It took twelve months to transform them into zombie warriors.

Zombies March Down Tunnel

Meanwhile, the zombie sailors march to a hatch along an underwater tunnel. The lead zombie opens the hatch and they enter. They begin wandering down the length of the tunnel.

Above, Dimpton notes that Justin should be cutting the ribbon and he agrees that it is a good idea.

Hammer Cuts Ribbon

Justin takes a pair of scissors and cuts the ribbon near the bow. He looks up and sees the approaching zombie hoard.

In the air, Iron Man tells War Machine that if the Mandarin's zombies get loose they will radioactively contaminate millions. This will cause their disease to spread giving Mandarin a powerful army of the undead. He refuses to let this happen.

Iron Man's shoulders open up revealing several more repulsors that fire downward. He also shoots more repulsors out of his fingertips.

The blasts hit the top of the Hammer Tunnel opening shocking Justin and Dimpton. The two run and Justin is in disbelief.

Zombie Escapes Tunnel

The rocks tumble down blocking the entrance. However, a zombie knocks the rocks aside and escapes.

The archer rides up on his motorcycle. He leaps off the cycle and tackles a group of zombies.

More zombies pour out of the tunnel opening. A blast engulfs several of them.

Hawkeye Century Fight Zombies

Century and the archer attack the zombies together, knocking several aside. One flies into two others knocking them all down.

However, they get back up and continue on with their quest to serve their master. Still more leave the tunnel.

The two heroes continue fighting. The hoard grows larger with each passing second. One carries a club.

Spider-Woman Iron Man War Machine Blast Zombies

Iron Man, War Machine, and the spider woman fire at the zombies. Blasts hit all around but the zombies keep coming. Iron Man looks at War Machine who activates lasers on his belt. They fire knocking more rocks down.

The two armored heroes begin blasting away at the ground causing it to collapse. Some zombies go down with the rocks.

The ones that fell get up and continue on. More pour out of the tunnel, some with weapons.

Century and the archer continue firing. War Machine continues blasting. The spider woman fires beams into the air creating a large net that falls on several.

Scarlet Witch Whacks Zombie

The woman in red confronts one zombie saying that she is a friend. Suddenly she transforms into one of them. She takes the club saying it is too heavy for him then smacks him back. The zombie slams into the wall and falls to the ground.

Iron Man comes up with an idea. He flies off telling his life support system to adapt for short-term underwater capability. He flies out and into the water.

He fires his repulsors at the tunnel slicing through it several times. He cuts open a hole and swims in then begins lifting a section of the tunnel up.

Zombies Float Away

The zombies inside are knocked down and waters flood in. The zombies slowly float to the surface.

Mandarin says that a year of planning has been destroyed. In his lair, he promises to make MODOk pay for his bungling. The hovering creature responds that he has yet to fail. He explains that he called in the most powerful and destructive cyber-organism in the universe. He claims it is unstoppable.

Titanium Man Leaves Satellite

MODOK pulls up an image of a space satellite. In orbit, a huge armored figure flies out towards Earth.

Mandarin doesn't believe who MODOK called but laughs when he figures it out.

Iron Man flies out of the water and spots Titanium Man. He is surprises as he thought they defeated him at Magnitogorsk.

Titanium Man Punches Iron Man

Titanium Man flies directly at him and punches him. War Machine flies at the new villain but is slapped away.

Iron Man and War Machine crash into the rocks.

The two stand and War Machine wonders if they can stop him. Iron Man says they have to and they rocket forward.

They approach Titanium Man who takes a swing but misses. They land and grabs his legs before his servo-stabilizers reset. Together the two flip him over.

Iron Man War Machine Flip Titanium Man

Titanium Man crashes to the ground. Iron Man leaps up and lands near him. He sits up but his helmet begins shorting out.

Iron Man digs his hands into the ground and cuts a large slash. He then lifts up the asphalt and wraps it around Titanium Man, calling it gift wrapping. He jokes that it shouldn't be opened until Christmas in the year 3000.

He lifts the encased Titanium Man and War Machine grabs the other side. The two heroes fly the villain into space.

Iron Man War Machine Throw Titanium Man

Once in orbit, the two launch the villain into the depths. After some distance, it explodes in a humongous fireball.

Iron Man lands next to his teammates and jokes that things are wrapped up. Century interrupts saying there is one more thing.

He explains that the sailors were innocent victims in Mandarin's plot and should be redeemed. The zombies slowly approach in the reflection of his battle staff.

Russian Sailors Healed

The zombies reach the top of a hill then stop as they begin glowing. Slowly they transform back into their human selves as Century says they should live their lives as they were before the Prometheus. The sailors look around astonished that they are human again.

Mandarin Zombie Tantrum

In his lair, Mandarin slams his fists down in anger. He promises to return.

Iron Man rockets into the air.


"That area's off limits. It's got to be a Russian sub."
"The readings aren't typical of their nuclear vessels, sir. Something weird is going on."

-Harold Younger and Sonar Technician, first lines of series

"Intruder inside. Dead ahead." [Opens hatch] "What's that? A woman!?"

-Krakov, first lines

"Get them up, honey."
[Hypnotizes the men] "Nighty, night."

-Prometheus Officer and Hypnotia, first line

"One year from now, you will become an army of living dead to serve the Mandarin. Hasta la vista, Boris. Sorry to hypnotize and run. I'm outta here."


"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 snow your physical therapist."

-Veronica and Tony Stark, first lines

"My job description didn't say anything about getting spritzed by the boss."

-James Rhodes, first line

"I should give you a raise for getting me out of this torture chamber, Jim."

-Tony Stark

"Come to papa."

-Whirlwind's first line

"Your hand, Whirlwind. Up, Knightwing."

-Dreadnight, first line

"They tried to break into the armory, but they tripped all the alarms."

-Spider-Woman, 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 Rhodes and Tony Stark

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

-Hypnotia and MODOK

"What about my ride, you horrible little troll?"

-Hypnotia after MODOK leaves her behind

"What's the problem? I've been loyal."
"Loyal, yes. Intelligent, no. 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."

-Blizzard and Mandarin

"You're coming in loud and clear."
"Piece of cake, Jimbo."

-James Rhodes and Iron Man

"Where's Iron Man?"
"Put Iron Man back on."
"Who's messing with the remote?"
"Take it easy. I was just looking for a ball game."

-Spider-Woman, Scarlet Witch, first line, James Rhodes, and Hawkeye, first lines

"I'll cut the ribbon, officially opening my tunnel, when Big Ben strikes high noon."

-Justin Hammer, first line

"We now return you to our regular programming."

-James Rhodes

"It's probably just this ghoulish setting that's making me jumpy."

-Iron Man


-Blacklash, first line

"By the power of my battle staff, I bend time and space."

-Century, first line

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


"My echo 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

"It was no problem until Fin Fang Foom played 'Fangs for the Memory' on my cranium."

-Tony Stark

"Like, first they wanted to bust your chops for checking out the sub, and later they could care less."
"Jim, 'First' and 'Later.' 'First' and 'Later' define time. Something had to be happening aboard the Prometheus. When its time was up, the Mandarin no longer had a reason to defend it."

-Tony Stark

"If I'm right then we haven't a minute to spare."
"But you need rest..."
"Later, Jim. Now is time for Iron Man."

-Tony Stark and James Rhodes

"Wake my children. Wake. The time has come to serve your master. Now!"


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



-Radioactive 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

"No, it's not possible. Iron Man is here!"

-Justin Hammer

"This is no way to treat a lady, my pumpkin."

-Scarlet Witch

"Titanium Man! I thought we finished him off 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 the year 3000."

-Iron Man

"Well, I guess that wraps things up."
"One thing more. The Russian sailors were innocent victims of the Mandarin's scheme. They must be redeemed. Let their lives be as they were before they served aboard the Prometheus, so justice is satisfied."

-Iron Man and Century

"No. No! NO! I'll be back."



  • The Prometheus' captain is not named. The end credits call him Gletkin. In the subtitles he is given the name Karkov.
  • The phrase "Hasta la vista, Boris" is a play on the iconic line from Terminator 2: Judgment Day. See also The Terminator.
  • Tony's first appearance is quite risque as it at first implies he is having sex with Veronica.
  • There are five ships in the British naval convoy.
  • There are seventeen aircraft on the aircraft carrier.
  • The powers that Mandarin's rings display in this episode include creating fire with his left index finger, a hole with his left middle finger, lifting a person with his left ring finger, and making the hole disappear.
  • 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 newspaper clippings seen when Tony does research are images of real articles. Most of the text is small and difficult to read. They include:
LA Times Page 1
LA Times Page 9


  • Being hypnotized would not have stopped the captain and officer from being washed away when the ship filled with water.
Hypnotia Leaves Prometheus
  • Being at the bottom of the ocean, the pressure would have been too much for Hypnotia to survive swimming in.
  • Mandarin's forces know exactly where the microchip they need is despite never having been in the armory before.
  • Mandarin's plan relies on a microchip being stolen from a secure location just to send a signal on a device already built. Why would he need the chip at all?
  • The design of the armory changes constantly throughout the season.
  • When Tony and Jim speak to Younger there are clocks on the wall telling different times. The problem is, none of the minute hands are the same which they would be regardless of time zones.
  • Also, the last clock is missing its hands.
  • It's unlikely the tides took the submarine anywhere since it sank so close to the ocean floor.
  • In one shot where Mandarin addresses his men, Whirlwind is hovering behind Dreadknight. In the shot immediately following, Whirlwind is to the side and Knightwing is right behind.
  • 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.
Iron Man Tracked To Scotland
  • After first taking off, the map of the world is so inaccurate as to hardly be recognizable.
  • A tunnel between Britain and Belgium is possible but impractical. The actual Channel Tunnel goes between Britain and the much closer France very near the Belgium border. Belgium already shares ownership with France and Britain.
  • Why does Iron Man needs special armor to be underwater but War Machine, whose armor is very similar, needs only a helmet?
  • When Force Works sees Blacklash attacking Iron Man, Hawkeye is colored to be shirtless.
  • 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.
  • No one would type like Tony does, especially someone who is supposed to be a tech-based genius.
  • It is never stated nor shown how exactly Tony found out anything about Mandarin's plan.
  • In all of the computer screen shots, the image is straight but the screen is angled.
  • The pages I.R.V.I.N.G. pulls up are guidelines for lip-syncing and have nothing to do with the plot.
  • The lip syncing pages repeat five times.
LA Times
  • When finally pulling up an article for March 11th, first the March 11 date is large like a regular headline, and second there is a separate date for June 16, 1994.
  • The second time that Tony Stark 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.
  • The exploding bio-conversion device woke the zombies up, but then what coated them to begin with?
  • The zombies keep their hats, but none of their other clothing.
  • In the shot where the zombies leave the submarine, they are far too large or the sub is far too small.
  • The zombies open a hatch underwater and go inside the tunnel. Except that water doesn't rush in and moments later the zombies are not wet.
  • When inside the tunnel, it has a dirt floor and is barely wide enough for one car.
Iron Man Shoulder Repulsors
  • The shoulder repulsors would be inside Tony's shoulders.
  • No mention about the possibility that zombies went to the other end of the tunnel.
  • When Hawkeye rides up to the zombies, it is nighttime.
  • Force Works battle the zombies at close range with apparently no ill effects despite the claim that the zombies are highly contagious.
  • Numerous shots of repeated animation in the battle between Force Works and the zombies.
  • The second time Iron Man cuts through the tunnel air escapes, but not during the first time.
  • After flipping back Titanium Man, Iron Man leaps into the air for no reason. He wasn't shown getting any closer or farther.
  • Why would Century not restore the mutated sailors at the start of the battle if he could always do so?


  • First episode of Iron Man and introduction of all the major characters of this season.
  • Harold Younger is the first person seen.
  • Hypnotia is the first villain seen.
  • In "Origin of Iron Man, Part One" it is revealed that the reason Tony does physical therapy is because he has metal slivers near his spine.
  • Spider-Woman is the first costumed hero seen.
Iron Man Slot Mouth
  • First appearance of the Iron Man armor with the slotted mouth. It would appear throughout the season until it was replaced in the second along with new animation. It would also appear in flashbacks during the second season.
  • Scarlet Witch previously had a cameo in the X-Men episode "Repo Man".
  • Fin Fang Foom next appears in "Origin of Iron Man, Part One".
  • First mention that Mandarin and Justin Hammer are working together. They would continue their relationship throughout the first season.
  • Titanium Man next appears in "Distant Boundaries".
  • Spider-Woman, Scarlet Witch, Hawkeye, Force Works, and The Hand are not named in this episode.


Main Actor Role(s)
Robert Hays Tony Stark/Iron Man
James Avery Jim Rhodes/War Machine
Ed Gilbert The Mandarin
Admiral Younger
Jim Cummings Modok
Tony Steedman Justin Hammer
James Warwick Century
John Reilly Hawkeye
Casey De Franco Julia Carpenter/Spider-Woman
Katherine Moffat Wanda Frank/Scarlet Witch
Radar Technician
Jeanine Elias Veronica Benning
Chuck McCann Blizzard
Neil Dickson Dreadknight
Scanner Voice
Linda Holdahl Hypnotia

Jim Cummings is credited as E.L.F., despite no such character appearing in the episode.


Iron Man Pulls Up Helmet

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.

Footage of the episode was used in the opening titles. Specifically, the shot of Mandarin holding his rings to the camera, Tony's transformation into Iron Man, and the introduction of the villains.

The title comes the Christian Bible book of Revelations chapter twenty verse fourteen, "The sea gave up the dead that were in it, and death and Hades gave up the dead that were in them, and each person was judged according to what they had done."

Aired September 24th, 1994, the same day as X-Men's "Obsession" and the Fantastic Four premiere "The Origin of the Fantastic Four, Part One".

This episode was adapted into the comic book Marvel Action Hour: Iron Man #1.


Force Works Watch Blacklash Attack Iron Man

"Amazing Spidey" of Marvel Animation Age noted that pilots were usually a fine example of the quality of the show, and this was no different. He thought it was one of the poorest premieres. Like Fantastic Four, the series suffered from an inexcusably poor first season, noting that Ron Friedman wrote all the episodes for both shows first seasons. Though he felt Iron Man was slightly better than Fantastic Four, though still poor. He felt the main problem was that it introduced too many characters. He pointed out that several characters didn't even get named. Throughout the season, Force Works would be relegated to watching events on monitors. He thought it was jarring that War Machine's mouth moved. He claimed the plot was lame as Mandarin's plot was stupid. He noted that the villains did not have any character development and most had terrible voice acting, pointing out Hypnotia's acting. He berated the numerous factual errors in a show that wanted to be taken seriously. He claimed Titanium Man was the worst, as he had been built up and a major villain in the comics yet taken out quickly. "Only one episode in, and we had two of the supposedly big threats come and go in under a minute. It was simply a waste of time. Overall, a below average episodes of a crappy first season."

The episode has a 6.1 on and 5.8 on the Internet Movie Database.

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