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Avengers Assemble Part Two
Series The Avengers: United They Stand
Release Date November 6, 1999
Episode Number 2 (Overall)
Writer Michael Edens
Director Ron Myrick
72 images
For other uses of "Avengers Assemble", see Avengers (Disambiguation).

Wonder Man's life hangs by a thread following a devastating attack by Vision. The Avengers must contend with the powerful android while performing an experimental procedure to save Simon's life. Things only get worse when Vision's creator Ultron launches an all-out assault on the Avengers, who discover the robot's terrible origin.


Following the previous episode...

Scarlet Witch Calls to Wonder Man

Wonder Man lies on the floor unconscious. Scarlet Witch runs up to him. She crouches down next to her love asking if he can hear her.

Vision Blasts Tigra

Tigra leaps into the room. She leaps into the air. However, Vision sees her and blasts her down. She slams into the ground and groans.

Ant-Man, without his helmet, walks up to Wonder Man and feels his neck noting he is alive. Wonder Man struggles to get up. Ant-Man tells Wonder Man not to try to move.

Wonder Man Asks Hank for Help

Wonder Man calls out to Hank asking for help. He then slumps back into Scarlet Witch. He tells her to give Wonder Man to him. He carries him on his shoulder and runs off, Scarlet Witch supporting him.

Vision watches them run. He follows saying Ant-Man must be destroyed.

Vision Moves to Stop Hank

As the two run, they see Vision hover down. Scarlet Witch calls out to Hank and stops. She tells the Winds of Destiny to change and fires a blast hitting the ceiling above Vision.

Vision looks around then phases so the ceiling passes through him. He then becomes tangible. His eyes glow and he fires on her.

Above, Tigra tells the miniature Wasp that they can take the android. Tigra leaps down and Wasp follows.

Vision Turns to Stone

Tigra flips around on the ground then grabs a cable with a block on the end. Vision watches then turns to stone.

Tigra says the harder they are and wraps the cable around Vision. She leaps up saying the bigger they fall. She leaps over a pipe and back to the ground. She pulls the cable and Vision falls forward.

He becomes himself again noting she is quite agile. He then says that he can change his density at the speed of thought.

Wasp Shocks Vision

Wasp flies up saying to think about this then fires energy at his head. Vision is gripped with power then slumps to the ground.

Janet Tigra Defeat Vision

Tigra walks up and Wasp flies towards his head. Wasp returns to normal human size. Tigra says that big things come in small packages.

In the infirmary, the Avengers surround Wonder Man who is lying on a table. Vision lays on another table. Scarlet Witch and Janet wear surgical masks.

Hank explains that his blood pressure is dropping. Scarlet Witch begs Simon not to leave her.

Hank Defibrillator Fail

Hank readies the defibrillator pads as she begs him to save Simon. Hank activates them sending a shock through Wonder Man. He rises up but falls back down.

Jan asks Scarlet Witch to stay back saying that Hank is doing everything he can. The three look at the unchanging monitors.

Just then, Hawkeye bursts into the room demanding to be let in. The Avengers watch Jarvis try to stop him by saying Hank asked not to be disturbed.

Hawkeye Pushes Jarvis

Hawkeye threatens him and pushes him out of the way. Jarvis apologizes to Hank saying Mr. Barton would not be stopped. Hank tells him it is alright.

Hawkeye walks up saying he heard about Wonder Man. He asks if his friend will be alright. Hank responds that he is not. Wonder Man is dying and there is nothing he can do about it.

Hawkeye Angry for Being Sidelined

Hawkeye becomes angry worrying that they are blaming him. He tells the "bit shot" leader that he was told to lay low. Hank tells him not to start this fight now.

Hank explains that everything about Wonder Man's physiology is new to him. He walks over to his patient. He says it's a life force he's never seen. Hawkeye asks for the point.

He walks over to a monitor explain that his brain function is normal but is locked in a body that is shutting down. He types on the console saying he cannot stop it. He turns admitting that the last thing Wonder Man said was "Help me, Hank." He admits he cannot.

Hank Considers Using Vision

Jan turns to look at Vision. She asks Hank if he had another body could he save Wonder Man. Hank walks over saying it is possible and might work.

Hawkeye walks up asking if whoever built that robot could still control it.

Scarlet Witch speaks up shouting that they want to take Simon's mind out of his body and put it in Vision. She approaches Hank demanding to know what right he has to do that.

Scarlet Witch Asks Hank to Save Wonder Man

He tells her that the right is to put what's left of Wonder Man in the robot or else he dies. She looks defeated then asks Hank to save him.

He orders Jan and Scarlet Witch, calling her Wanda, to prepare to assist. He starts rolling Vision's body.

Back at the laboratory, the waves crash up as a storm rages.

Inside, Ultron walks around wondering how the humans could defeat its Vision claiming he was perfect. It walks over and sees monitor of the battle in Central Park and Madison Square Garden.

Ultron Calls Vision

It pauses for a moment and realizes that Vision is perfect. It claims it programmed him to be the perfect killing machine. It types on a console and an image of Vision appears as the forehead glows red.

It claims that Vision is sleeping now but when he wakes Ultron will reach him and use him to destroy the Avengers from the inside. He walks away and large pieces of armor float over and attach to Ultron. A large cannon attaches to its arm.

Back at the mansion, Jan and Scarlet Witch stand ready. Tigra and Hawkeye look on from above.

Ant-Man Shrinks into Mini-Jet

Ant-Man spins around and a small jet flies off his back. He shrinks and enters the tiny cockpit. The jet flies forward and into Vision's ear.

The small jet flies through the circuitry as it sparks. He explains that he has never seen synthetic circuitry this complex. He claims this is robotic technology taken to the next level.

He passes through a swirling, almost organic looking area. Jan radios in saying according to their monitors he is approaching the central processing cortex. He tells her she is clear and understood, then ejects from the cockpit.

Ant-Man Nears Vision Cortex

He flies forward through the cortex. Strange tendrils wave about. He radios in when he's reached it and activates a device on his arm.

The device launches forward attaching to the cortex. He tells them that the transfer module is in place. Energy flows out of the module into the cortex. Ant-Man orders them to begin the transfer. He hopes this works.

Hawkeye Janet Watch Vision Operation

Jan types on a console and watches the monitor. Scarlet Witch watches over Vision. Above, Hawkeye calls out to his friend.

Vision lies on the table as Ant-Man flies out of his ear. He lands nearby and returns to normal size. He turns to Jan and Scarlet Witch saying they did all they could but now they have to wait and see.

In the hall, the door opens and the Avengers walk out. Jan pulls down her surgical mask. Hawkeye calls out asking if it worked, if Simon is in that thing's head.

Hawkeye Wants Update on Wonder Man Operation

Ant-Man says it is too soon to tell and they will know when it wakes up. Hawkeye approaches asking if the robot never wakes up.

Jarvis interrupts saying there is a gentleman at the gate with a bird. A floating monitor follows and shows Falcon and Redwing standing there.

Tigra leaps up saying it is Falcon. She runs over to Ant-Man saying she will talk to him since she asked him to come.

In the library, Falcon is looking at the paintings of Iron Man and Thor. Tigra and Jarvis approach and she says who they are. She explains they founded the team along with Ant-Man and Wasp.

Falcon Avengers Reason to be Hero

Falcon tells her he knows since they are the reasons he does what he does. Redwing flies up and lands on Jarvis' shoulder, who looks startled.

Tigra Dismisses Jarvis

Falcon laughs claiming the bird likes him and the butler replies with sarcasm. Tigra dismisses Jarvis and he turns to leave. Redwing flies back to Falcon.

Falcon walks around to a giant hole in the wall. He says Jarvis explained things got a "little hot" around there. He asks if everyone is okay. She explains that Wonder Man was hurt and they are worried but hopeful.

Hawkeye Watches Tigra Meet Falcon

High above, Hawkeye walks to the edge of the balcony and looks down.

Falcon says that even though the timing may be bad, he would like to take her up on the offer to join the Avengers. Tigra apologizes for any confusion. She explains that no one just joins and the team chooses their members, but he has earned a shot.

Just then, arrows fly down. They land around Falcon causing Redwing to cry out. They look up and see Hawkeye asking him if he can replace him or Wonder Man. The archer leaps over the side.

Tigra Stops Hawkeye From Attacking Falcon

He stands saying that better men than him have tried and failed to become an Avenger. He walks forward telling him good luck. Tigra leaps forward telling him to take it easy and she invited Falcon there.

Falcon walks away noting that it's a bad day offering to talk later. Hawkeye claims that if he only wants to talk he shouldn't come back. Falcon turns asking if he has a problem with him offering to settle it right now.

Just then an alarm goes off. Hawkeye approaches Falcon but is stopped by Tigra. Redwing spreads his wings ready to fly.

A monitor powers on and the logo appears. Tigra notes it is from the lab. Hank appears with Scarlet Witch and Vision behind him. He tells the Avengers that he has good news.

Hank Vision is Awake

Hawkeye asks if the robot is waking up. Hank says he is and turns to show him Scarlet Witch helping Vision.

In the infirmary, Vision stands. His eyes glow and flash. Scarlet Witch notes that he said her name. She claims he looked at her and said her name.

Vision Targets Scarlet Witch

Vision looks at her and information flashes across his HUD, then a target appears over her face. Suddenly, he blasts her back.

He turns to target Jan who screams. He blasts her back as well. He turns to Hank and blasts him.

Avengers Watch Vision Attack Infirmary

The three in the library look shocked. On the monitor, they see Vision approach the camera and destroy it.

Tigra leaps forward to a console. She tells the mansion's security to initiate a total lockdown immediately. It recognizes her voice and initiates the lockdown.

The three heroes race down the hall. After they pass, large metal doors block off the hall.

Tigra and Hawkeye approach a door. She asks how they would know if they are fighting the robot or what is left of Wonder Man. Hawkeye readies an arrow in his bow.

The door opens and they look through.

Wasp flies around as Vision fires from above. He fires down and she calls out to Hawkeye and Hank.

Hawkeye Arrow Blows Down Vision

Hawkeye fires his arrow but Vision becomes intangible and it passes through him into the ceiling beyond. He claims that their weapons are useless becoming solid again. Just then, the arrow explodes and Vision is knocked down by the blast.

Vision crashes to the ground. Hawkeye jokes that he didn't hear him. Vision stands then sees Hank swinging a piece of metal at him.

Vision flies across the room and slams into a console near the downed Scarlet Witch. He flies out of the hole and sees Scarlet Witch turning towards him targeting.

Tigra calls out to her and leaps forward. She runs towards Vision who fires his eye beams at her. She ducks under the blast then kicks him back.

Redwing Attacks Vision

Vision readies his eye beams again when Redwing approaches from behind. He flies by scratching Vision's face. Vision fires after him knocking a few feathers off.

Falcon runs forward saying no one hurts his bird. He flies towards Vision and kicks him from behind. Vision is pushed forward onto the damaged console.

Hank Sneaks Behind Vision

Hank approaches him from behind with a weapon and fires it. Vision is engulfed in energy and struggles to stand. Hank orders them to get a gurney.

Wasp flies towards the gurney and pushes it forward. She moves it into position so Vision sits down on it.

Hawkeye Wants to Destroy Vision

Hawkeye approaches with his bow and arrow ready. He says that playtime is over and he is going to put "Frankenstein" out of their misery. He readies the bow.

Scarlet Witch readies a hex as Hawkeye and Vision stare off. Hawkeye fires but the arrow flies off wildly. Scarlet Witch cries out as it sticks in the floor.

Vision stands and slowly approaching Hawkeye asking if that is him. He recalls a memory of Hawkeye telling Wonder Man he was the only friend he had and Wonder Man punching his hands.

Simon Inside Vision

Vision looks at Hawkeye asking for him again. Hawkeye shakes his arms asking if Simon is in there. Vision suddenly collapses in his arms.

Later, a storm rages outside Ultron's lab. Lightning strikes in the distance.

Inside, Ultron works at a table on a new drone. It decries Ant-Man for foiling its plans twice as well as taking its prize possession from him as it welds a drone. It looks up to see a saw coming towards it and powering on.

Ultron Completed Drone

The drone powers up and flies off. Ultron claims Ant-Man will soon see what it has in store for Ant-Man and his team.

Large doors open up allowing the drone to pass. Ultron flies up saying that they will all suffer. It flies over hundreds of drones standing ready.

It flies to the lead saying revenge is a dish best served hot. Energy sparks between its hands.

Ultron Leads Drone Army

A door above them slides open. Ultron laughs as it and the drones fly up. The waves crash as the robot army fly up into the storm clouds.

Meanwhile, Wonder Man floats in a tank of liquid. Bubbles float to the top.

Scarlet Witch and Jan stand in the lab with him on the monitors behind them. Jan says that his vital signs are normal but asks how he feels.

Vision, hung up in a contraption, says that is a noun and gives definitions such as sense of touch, sensation, feeling, and quality of something through touch. Scarlet Witch approaches him saying that is not what she meant.

Hawkeye Asks Vision About Wonder Man

The door opens and the other Avengers enter. Hawkeye speaks to Wonder Man asking if he is really in there. Vision replies that he knows that name as well as another. He calls himself Vision.

Hawkeye glares at Hank saying it didn't work. Hank replies that he never said this would be Wonder Man. He explains that Vision's engrams are more like a blueprint for processing the world.

Vision stares down at them. Hank continues to say that there is something of Wonder Man inside him. Scarlet Witch steps forward saying he remembered her name.

Scarlet Witch Lost Wonder Man

Vision replies that he sensed she was important to him, but he remembers nothing specific. Scarlet Witch turns to cry in Jan's arms.

Vision continues to say that a part of him remembered that he attacked her and that he regrets his actions. Hank becomes excited noting that synthezoids don't experience regret. He claims that since that is a human emotion then it is Wonder Man talking.

Outside, the drone army flies above the city.

Hawkeye becomes angry telling Hank not to be fooled by his own emotions. He claims that thing is not Simon.

Just then, an explosion rocks the mansion and the team struggles to stand. An alarm blares and Hank runs to a console explaining they are under attack.

Hank Sees Ultron Army

He furiously types and the screen changes from Wonder Man to the robot army outside. Ultron and the drones fire down at them. He contacts the computer to activate the mansion's defenses. The computer acknowledges.

Large metal doors come down around the windows. Panels move apart revealing a large weapon. The fountains out front die down and spin around revealing gun turrets that start firing.

Two drones fly down and are destroyed. Ultron and the drones fly down and land close to the mansion. It fires beams out of its eyes destroying a gun turret.

Avengers First See Ultron

Inside, the computer states it cannot identify the attacker and does not match any profile in the database. The Avengers stand around looking at footage of Ultron.

Hank states the robot looks familiar. Just then, Ultron's eyes lit up. They hear its voice calling out to Vision to help it destroy humanity.

Hank Realizes Vision Connection

Vision struggles in his harness. His eyes glow as he tries to defy Ultron. The Avengers turn towards him. Hank realizes that whatever is attacking them is somehow connected to Vision. Vision explains the robot is trying to contact him.

Just then, another explosion rocks the mansion. Hawkeye says that they have his attention.

Outside, a drone fires.

Hank Gets Falcon to Help Avengers

Inside, Hank tells Falcon that they could use help. Everyone but Hawkeye runs out of the room.

Vision asks if he is going. Hawkeye explains that they don't want him with them. Vision replies that he is wrong. He explains that the Avengers want and need him.

Vision Avengers Need Hawkeye

He struggles against his restraints saying that Hawkeye is an Avenger. Hawkeye agrees and runs off.

Hank orders the Avengers to assemble. He activates his belt and dons the Ant-Man armor. Jan's Wasp armor forms over her. Hawkeye's armor encases him and he pulls out his bow.

Meanwhile, Vision continues to struggle against his restraints. He calls out to Ultron agreeing to destroy Ant-Man. He then calls out to Hank asking for help while his forehead glows.

Vision Struggles Against Avengers Restraints

He looks down at his arm restraint and scans it. He decides to recalibrate his density. Electricity shoots up his arms. He stares forward and suddenly the restraints explode.

Vision hovers away.

Outside, the guns fire into the air. Ultron lands near one. The guns turn and fires at it but Ultron is unphased. It is impressed by the defenses.

It holds up its arm claiming the defenses are useless against it. It fires energy beams out of its hand and arm cannon destroying the turrets. It then fires at the door's covering destroying it.

Avengers Confront Ultron

When the dust clears, the Avengers and Falcon stand in the door. Tigra calls all the robots tin cans saying they are rude to crash a party.

Ant-Man tells Falcon to stay with him and orders the rest into formation. The team all run in different directions with Falcon following Ant-Man.

Wasp flies up and is shot at by a drone. She flips around dodging the blasts then moves behind it. She fires her own blasts destroying the drone.

Hawkeye Targets Ultron Drones

Tigra growls as two approach her. She looks up to see Hawkeye on his motorcycle saying that two-on-one is not fair. They fire at him while he readies arrows. He lets them fly and both are destroyed.

Hawkeye flies down and Tigra leaps to follow him. She lands near Ant-Man and Falcon. The leader tosses her a canister who then runs off. He tells Falcon to circle the target then detonate then hands him one. Falcon agrees and flies off.

Ultron watches the proceedings. Tigra tosses her canister. Falcon and Ant-Man toss theirs. The canisters land around Ultron and explode.

However, when the smoke clears it is standing there unaffected. It claims they are puny humans to think their weapons would affect it.

Ultron Drones Find Wonder Man

Two drones make their way inside the mansion. They fly through the halls and into the lab spotting Wonder Man. They stare at the unmoving hero.

Outside, Ant-Man watches as two drones approach. He fires a pistol at one destroying it. He then fires at a mirror to hit the other so it too explodes.

However, the blast knocks Ant-Man back onto the mansion's steps. Debris falls all around him. He looks up and another drone approaches.

Vision First Saves Ant-Man

Ant-Man shields himself when Vision appears next to him. Vision fires and Ant-Man prepares himself. Suddenly, the drone explodes. Ant-Man looks up at the one who saved him.

Just then, a drone flies out of the mansion carrying something. Ant-Man stands as Ultron stomps forward. It claims that Ant-Man has disappointed it, but he always has.

Ultron Confronts Ant-Man

Ant-Man wonders what it means since he does not know it. Ultron claims he has just proven its point. It explains that it took a primitive robot made by him and transformed itself beyond his recognition.

Ant-Man realizes his foe is Ultron. He cannot believe it thinking that Ultron was destroyed. Ultron claims that is what he believes.

Avengers Meet Ultron

Tigra, Falcon, Hawkeye, and Scarlet Witch run up behind it. Ultron turns calling the Avengers weak and corrupt beings. Ant-Man increases in size and runs forward.

He calls out to the team and runs between Ultron and them. Ultron fires and he takes the blast. Wasp explains that he cannot stay this way for long as his body cannot take the strain.

Ultron Defeats Ant-Man

Suddenly, he shrinks down to normal size. He calls says that Ultron was his creation. He explains he built it to make a better world, to serve humanity but not destroy it.

Ultron says it has recreated itself with more power than he could possibly dream. It towers over its creator calling itself the fulfillment of life on Earth. Ultron calls itself a living, thinking machine.

Ultron Towers Over Ant-Man

The Avengers look around at each other as it describes itself as indestructible, immortal, and perfect. Ant-Man retorts that he is not perfect and he created Ultron. Ultron leans over him saying it created itself.

Ant-Man explains that without him it wouldn't exist. It once more claims it is perfect.

Falcon Attacks Ultron

Hawkeye tells Falcon to move and readies an arrow. Falcon runs and takes off. He flies around and slashes at Ultron's arm. Hawkeye fires the arrow and it blows up.

Ultron turns and calls Vision its. It orders him to destroy them. Vision's eyes glows and he grabs his head struggling against his creator.

Hawkeye readies another arrow. Ant-Man runs up telling Vision he knows it isn't right. Ultron calls Vision the future of the world.

Vision Blasts Ultron

Just then, Vision blasts Ultron. The Avengers watch the powerful robot fall. It turns to watch Vision.

Vision Defeats Ultron

Vision explains that while Ultron created its body the Avengers recreated his mind. Ultron tells him to think about this decision. It claims that his decision to stay will cost him.

Avengers Watch Ultron Flee

Ultron stands saying it will cost them all dearly. It fires its rockets and blasts off into the air. The Avengers watch it take off.

Tigra asks what it means. Ant-Man orders them all inside.

They run into the lab and Scarlet Witch cries out for Simon. Ant-Man takes off his helmet as they see Wonder Man's tank missing. The area where it stood sparks.

Avengers Find Wonder Man Missing

Hank cannot believe this. He realizes this was Ultron's plan, to take Wonder Man's body. A diversion.

Scarlet Witch's scream can be heard outside.

Later, the Avengers mansion lights up the night having been repaired.

Inside, Hank addresses Vision and Falcon. He explains that after the way the two fought by their side it was time they made it official. Vision walks forward with the Avengers logo on his waist.

Vision Joins Avengers

Hank explains that the armor and symbol of the Avengers are badges of honor. Falcon steps forward and Redwing flies off.

Large shoulder pads snap around Falcon's shoulders. A gauntlet moves over his arm and blades appear out of it. His foot, leg, and knee become encased in armor. Two enormous wings pop out as Redwing flies around him.

Falcon Joins Avengers

The newly armored Falcon steps out and Redwing lands on his shoulder. Vision approaches from behind and Tigra in front. She tells them she is glad they are on the team.

The other Avengers approach and Hank welcomes them on the team. Vision thanks Hank. Falcon explains he wasn't sure about being on a team, but he thinks Redwing and he will like it. The bird cries out.

Hawkeye Looks at Captain America Picture

Later, Hank sees Hawkeye looking at a picture of Wonder Man standing next to Captain America and himself. He walks away from Scarlet Witch, Vision, and Falcon to talk to him.

Hawkeye explains that he is only an Avenger because of Wonder Man. He taps on the picture saying he will not rest until he finds his friend. Hank claims none of them will, and then reminds him that they are a team.

Hank Hawkeye Friends

Hawkeye turns to him asking if he is back in. Hank claims he was never out and hands him his Avengers icon. Hawkeye becomes excited and slaps it on himself. The two wrap arms around each other and walk back to the others.

Wonder Man's picture looks out.


"Simon, my love. Can you hear me? Can you hear me?"

-Scarlet Witch

"The harder they are...The bigger they fall."


"You are agile. But I can change my density at the speed of thought."
"Well, think about this."

-Vision and Wasp

"Big things come in small packages, tough guy."


"I heard what happened. Wonder Man's gonna be okay, right?"
"No, Hawkeye, Wonder Man is not okay. He's dying and I can't do anything about it."

-Hawkeye and Hank Pym

"Everything about Wonder Man's physiology is new to me. It's a life force I've never seen before."
"Yeah, so?"
"His brain function is normal. But it's locked inside a body that's shutting down and I can't stop it. The last thing he said to me was 'Help me Hank.' And I can't!"

-Hank Pym and Hawkeye

"Stop, stop it! You want take Wonder Man's mind and-and put it that thing!? WHAT GIVES YOU THE RIGHT TO DO THIS, EH!?"
"What gives me the right!? We save what we can of Wonder Man in that thing or he dies right now!"
"Hank...Save him."

-Scarlet Witch and Hank Pym

"These guys? That's Thor and Iron Man. They founded the Avengers. Along with Ant-Man and the Wasp."
"I know. They're why I started doing what I do. To make a difference."

-Tigra and Falcon

"He he. He likes you."
"Oh joy, sir."

-Falcon and Edwin Jarvis

"Look, the timing may be lousy, but if the offer to join the Avengers still stands I'd like to take you up on it."
"Oh, hey, I didn't mean to confuse you but you don't just join. The team has to decide. But like I said, you certainly earned your shot."

-Falcon and Tigra

"Better guys than you have tried to become an Avenger and failed. Good luck, pal."


"Your weapons are useless."
"Sorry, couldn't hear you over all that useless noise."

-Vision and Hawkeye

"Hey! Nobody blasts my bird!"


"Playtime's over. I'm putting Frankenstein out of our misery."


"Hawkeye, is that you?"


"Wonder Man? Simon? Are you in there?"

-Vision and Hawkeye

"Ant-Man. Twice you've foiled by plans. You have taken my prize possession. Now you will see, Ant-Man, what I have in store for you and your team. And you will all suffer. Revenge is a dish best"


"Vital signs all appear normal. do you feel?"
"Feel, noun. Sense of touch. Sensation. Feeling. The quality of a thing as imparted through touch."
"No, no. That's not what she meant."

-Janet Pym, Vision, and Scarlet Witch

"I never said he'd be Wonder Man. His engrams are more like a blueprint. A way to process the world. But there is something of Wonder Man inside him."

-Hank Pym

"Hey Tin Cans, it's rude to crash a party."


"How human to think your puny weapons would have an affect on me."


"You disappoint me, Ant-Man. But then, you always have."
"What do you mean? I don't know you!"
"You've just proven my point. That I could take the ridiculous, primitive robot that you made and transformed myself beyond your recognition."
"Ultron? I-it can't be! Ultron was destroyed!"
"So you believed."

-Ultron and Ant-Man

"You were my creation, Ultron. I built you to make a better world. To serve humanity, not destroy it!"
"Hmm. I have recreated myself, Ant-Man, with more power than you could ever dream of. I am the fulfillment of life on Earth. A living, thinking machine. Indestructible. Immortal. Perfect."
"But I'm not perfect, and I created you!"
"I created myself."

-Ant-Man and Ultron

"You created my body, but the Avengers recreated my mind."
"Then think about this. Your decision to stay will cost you. It will cost you ALL dearly!"

-Vision and Ultron

"Vision, Falcon. After the way you both fought by our side it's time we made it official. The armor and symbol of the Avengers is a badge of honor."

-Hank Pym

"I wouldn't have been an Avenger without Wonder Man. I'm not gonna rest until I find him."
"None of us will. We're a team, remember?"
"You mean, I'm back in?"
"You were never out, buddy."

-Hawkeye and Hank Pym


  • Hawkeye is about half a head taller than Ant-Man.
  • Hawkeye calls Vision Frankenstein. Not only was his creation in "Avengers Assemble, Part One" similar to the 1931 film Frankenstein but Frankenstein's Monster is a Marvel Comics character.
  • When Ultron views footage of its attacks from the previous episode, the only one that is not reused footage is an overhead shot of the vehicles at Madison Square Gardens opening up.
  • When Ultron tries to contact Vision, there is a crossbow and several rifles behind it.
Ultron Charges Cannon
  • With the giant cannon on one arm, Ultron bears a resemblance to Transformers villain Megatron.
  • There are apparently duplicate portraits of Avengers in the mansion as the library has the same portraits of Thor and Iron Man, though Captain America was no where to be seen.
  • When walking around the library, there are two portraits that are undeterminable as they are barely seen.
  • Vision's memories from Wonder Man are reused animation that is flipped.


  • A pulse cannot be felt through a glove.
  • When Wasp returns to normal size after defeating Vision her armor disappears.
  • It makes no sense for only Janet and Scarlet Witch to wear surgical masks while no one else does.
  • The surgical masks on Scarlet Witch and Janet disappear and reappear between shots.
Defibrillator Wonder Man
  • Defibrillator pads need contact with the skin.
  • In the establishing shot of the infirmary, Tigra is in her normal clothes, but in one shot she suddenly has a lab coat on.
  • After deciding to do the transfer, the scenes with Ultron show his first body.
  • What does Ultron need with a crossbow when he has a powerful body with weapons and drones with lasers?
  • During the transfer, Janet is on the floor controlling the computer consoles yet when Hawkeye looks down she is standing next to him.
  • Ant-Man flew into Vision using the jet but out on his own. Where did the jet go?
  • When Falcon is first in the mansion, in the first couple of shots Redwing is on his right shoulder but when it flies off it is on his left.
Falcon Sees Iron Man Portrait
  • The close up shots of the Iron Man portrait and far away shots are colored differently.
  • After Hawkeye shoots at Falcon, the Iron Man portrait has vastly increased in size behind Falcon and Tigra and has moved down.
  • Vision's Heads Up Display is completely different from the previous episode.
  • Before Ant-Man flies out of Vision, Janet is standing next to Hawkeye in the observation room. Immediately following Ant-Man coming out, she is on the operating floor in full scrubs and Hawkeye is standing next to Tigra also in scrubs.
  • When Falcon follows Hawkeye and Tigra down the hall when Vision attacks he is wearing the Avengers armor he hasn't yet received.
Ultron Arcs Electricity
  • When Ultron arcs electricity between its hands, the back of his hands lit up while the fronts are in shadows and his face remains the same.
  • The animation of the drones rising up to follow Ultron is clearly just a bunch of still images that increase in size and move around.
  • When Hank looks at the monitor to see Ultron and the drone army, there are three additional Ultrons.
  • Animation of a drone firing on Wasp is the same as a drone attacking the mansion from before.
  • When Ant-Man throws the grenade it is briefly animated behind Falcon.
  • There's little sense for Ant-Man to shoot at the mirror to hit the drone when he could just hit the drone.
Avenger Mirror Redirects Ant-Man Blast
  • Mirrors don't absorb energy and shoot it out with greater force.
  • When Ultron causes Ant-Man to shrink to normal size, Hawkeye isn't wearing his armor while Scarlet Witch's light blue clothing is flesh colored.
  • In one shot, Ant-Man and Ultron stare off but neither are actually looking at the other.
  • In all other images, Captain America's shield is blue around the star but in the picture with Captain America, Wonder Man, and Hawkeye it is white.
  • While looking at the Captain America picture, Hank puts his hand on Hawkeye's shoulder but in the very next shot it is gone.


Hank Welcomes Falcon to Avengers


Main Actor Role(s)
Linda Ballantyne Wasp
Tony Daniels Hawkeye
Graham Harley Edwin Jarvis
Hamish McEwan Wonder Man
Ron Rubin Vision
Martin Roach Falcon
John Stocker Ultron
Rod Wilson Ant-Man
Lenore Zann Tigra
Stavroula Logothettis Scarlet Witch
Caroly Larson Computer


The episode changes who put Wonder Man's mind into Vision. In the comics, it was Ultron who used the brain patterns of then-deceased Wonder Man.


Hawkeye Argues with Hank

In his review of both parts, "Stu" of Marvel Animation Age noted that by the time the series debuted the major characters of Marvel Comics had already appeared on X-Men, Spider-Man, and The Incredible Hulk while Fantastic Four and Iron Man fared worse though got better towards the end. He pointed out how Silver Surfer and Spider-Man Unlimited were not nearly as successful as the others, while Captain America and Daredevil were never made, essentially leaving the Avengers as the only property left. He stated that, at the time, the Avengers had been popular but not nearly as much as the X-Men or Fantastic Four. He thought that the Avengers could be entertaining in animation, but The Avengers: United They Stand ended up being possibly the worst cartoon he could recall. He claimed he never heard anything good about the show. While it was not as bad as he heard, it was still bad. He wondered about the series skipping the big characters as he didn't know half of the characters that did appear while the characters he did know weren't recognizable. He questioned using Ant-Man as the leader. He felt that outside of Falcon none of the characters were given any reason to be Avengers or why this version came together to begin with nor why the popular characters are no longer around. He didn't think any of the team was developed. He claimed Hawkeye was a poor man's Wolverine. He thought the designs were inspired by Bruce Timm but lacked his appeal. He felt the costumes were designed to sell action figures and laughed at the armoring up sequence. He said Ultron was stupid as it was given no explanation to wanting to kill Ant-Man, which is a shame given the the character's prominence in the comics. He pointed out Ultron's design as particularly pandering to the toy market. "As for the show's good points... erm. Hmmm. Well, maybe in the next episode?"

The episode has a 7.8 on and 5.7 on the Internet Movie Database.

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