This article is written from the Real World perspective Real World
Data In Chaos Out
Series Iron Man
Release Date October 8, 1994
Episode Number 3 (Season)
3 (Overall)
Writer Ron Friedman
Stan Lee
Brynne Stephens (Teleplay)
89 images

A massive military and economic crisis affects countries all around the globe. Someone is reaping massive profits and Tony Stark is being blamed since it his his technology. Things get worse when James Rhodes himself pins it on his employer pitting the two friends against each other.


An aircraft carrier and accompanying battle group sail through the ocean waters. A city lies in the distance along the shore. Alarms blare across the group.

An anchorman on World News explains that there have been a number of disturbing incidents that have caused worldwide panic. He claims military defense and attack systems arm themselves taking to the sky.

Mandarin Controlled Jet Takes Off Carrier

One fighter jet takes off from the carrier.

Elsewhere, numerous other jets take off at an airfield.

The anchorman continues to say that international leaders are calling this a massive failure in the warning systems network.

Mandarin Controlled Desert Military Forces

In the desert, hundreds of tanks and missile launcher role through the sand while jets fly overhead.

A set of monitors show the battle group, jets, and tanks moving on their own.

Anchor Discusses Mandarin Military Takeover

The anchorman continues to say that this has caused a financial panic causing stock markets to crash. He explains that the trading value is so high that it is difficult to determine exactly what is happening. He says it appears an unknown buyer is profiting from the situation, and their identity is not yet known.

High above Earth, a satellite floats in space.

Back in the studio, the crew mans the cameras while the anchorman talks. He continues with saying that as the safest stocks falls to new lows banks and stock exchanges worldwide have closed to prevent a panic.

Riot Outside New York City Bank

Numerous angry men stand shouting outside the New York City Bank while a police officer riding a horse stands in front of the doors.

In a stock exchange, hundreds of people shout at the counters.

In one location, men push their way past officers carrying batons.

Anchor Discusses Financial Riots

The anchorman says that the mystery deepens as there is evidence of a lone speculator with direct access to the satellite-based supercomputer that controls international trading, using it to become the wealthiest man in the world.

Footage behind the anchorman shows a car flipped upside down and on fire as people race through the streets.

Mandarin Space Ship Swallows Satellite

The satellite hovers in orbit. A shadow passes over it as a craft nears the object. The craft opens up and the satellite is pulled inside. The craft closes and flies off.

MODOK tells Mandarin that he got another Stark satellite. He explains his robots will reprogram it on his command.

Mandarin MODOK Captured Stark Satellites

Inside the craft, MODOK and Mandarin look over the space at the satellites. Mandarin lifts his hand and fires a beam from one of his rings.

MODOK Robots Work on Stark Satellite

The beam hits a set of robots and they activate leaving their alcoves in the walls. They mach over to the satellites and begin working on them. They open a side hatch and begin working on the consoles.

Mandarin says this is excellent then asks how many more Stark military and financial satellites are out there. MODOK hovers around him claiming this is the last.

Mandarin then claims that the only remaining problem is James Rhodes. MODOK states that problem is already solved. His hand retracts into his arm and out pops a miniature face like his.

Mandarin Disgusted by ELF

Mandarin turns away in disgust calling it revolting. MODOK retorts that he will think it is beautiful if it helps his plan succeed.

The small face pops off his arm, allowing MODOK's hand to extend once again, and hovers nearby. MODOK claims that his External Life Form, or E.L.F. for short, is reliable. MODOK reveals a miniature harness like his own and E.L.F. pops himself in.


MODOK asks if he understands his mission. E.L.F. says he does and MODOK orders him to do it. E.L.F. transforms back into a blob and flies off.

Mandarin fires a beam from his ring and a small porthole opens in a console. E.L.F. flies in chanting that he serves.

A porthole opens on the outside and E.L.F. leaves the shop saying he will seek James Rhodes.

Mandarin MODOK Watch ELF Leave

The two villains watch the miniature creature fly towards Earth. Mandarin says he has done well and MODOK says of course he has.

MODOK hovers away and orders his robots to work faster. He pushes a button on the console and the robots speed up.

Elsewhere, meteors float through the cosmos. A bulked-up Iron Man controls a large device to follow one of the meteors. A woman's voice calls this a virtual reality deep space simulation, and that the Iron Man armor is being controlled by Tony Stark in the laboratory cyber-sphere.

Iron Man Jackhammers Meteor

Iron Man and the device land on the meteor and he activates it. Iron Man tells the computer that he is going to mine for xenebrium on this meteor. The device starts jackhammering into the surface.

He jokes that this is a great science toy. However, he notices something wrong. He realizes the meteor is decomposing. His HUD shows the xenebrium is unstable. He claims it's time to get the iron shell out of there. An alarm begins to blare.

Back in the lab, Tony grunts inside the sphere. A monitor behind him shows the armor and drill. Tony says the armor is stuck.

Rhodey Finds Tony in Neuromimetic Tele-Presence

Rhodey runs up asking if he is testing the Iron Man armor on the meteor minor in the R.E.C. room. Tony replies that he thought it was safer using the neuromimetic tele-presence than going in himself.

He explains he was wrong as he cannot free his leg. An alarm blares and a warning appears on the screen.

Tony Sees Meteor Miner Blow Up

Just then, the miner blows up sending the armor flying back. Tony watches through the armor as it quickly approaches Earth. He claims he can feel the heat through the armor's sensors.

The armor becomes engulfed in flames as it enters the atmosphere. Suddenly the whole thing begins glowing. He notes the armor is covered in molten xenebrium.

He watches the planet approaching and more alarms going off. He explains he must engage the coolant and stabilize.

Iron Man Escapes Reentry

Just then the alarms stop and the HUD shows everything normal allowing him to resume control. The armor sheds the molten xenebrium and flies upwards with Tony saying he made it.

Tony Takes Off Neuromimetic Helmet

Back in the lab, Rhodey helps Tony out of the sphere. He claims Tony should not have tried a remote test alone. He notes that if a zap got through the system into his body Tony could have been paralyzed.

Rhodey helps Tony out of the lab. Tony explains that their government contract is to deliver xenebrium shielding for a new fusion reactor. They stop as James punches a console to open the door.

The door for the Risk Environment Chamber opens and they walk in. Tony walks on his own explaining that xenebrium only exists on certain meteors for a few seconds before they explode. They enter and the door closes behind them. He continues to say he had to make sure his armor could take it.

Tony Space Armor Passed Test

They look over at the armor standing in an energy field. He approaches the armor noting that they passed with flying colors. Rhodey walks up behind him hoping he can handle the next test as well, then puts a jacket on him.

Later, a man appears on the monitors saying it is good to see Tony. He and Rhodey stand by the console as Tony says he is glad to see the president.

The president wants Tony to be honest with him. He notes that he designed the satellite systems that control the worldwide military systems and financial transactions, then asks if that is correct. Tony explains that his company did design and build them but cannot control what they do. He compares it to a telephone controlling the president's conversation with Boris Yeltsin.

Clinton Asks for Tonys Assurance

The president understands the point. He asks for assurance that Tony is not the one causing military panic around the globe and that he is not the lone speculator profiting from the stock market crash.

Tony retorts that they, calling the president Bill, should drop the formalities. He claims Bill knows him and that he had not part in it. Bill says he believes him but wonders if he can prove it.

Tony Offers Finances Via Rhodey

Tony offers to release his complete financial records to him and the media right away through his Senior Vice President James Rhodes. Rhodey looks at him agreeing to do so.

Tony claims they will see that he has engaged in no stock transactions for the last thirty days. He says he is clean and will prove it.

ELF Finds Rhodey

Elsehwere, E.L.F. enters a room with an aquarium still seeking James Rhodes. E.L.F. lands in the aquarium scaring away the tropical fish. Just then the door opens and Rhodey enters. E.L.F. notes his target is coming.

Rhodey walks over to the computer and tells it to access, track, and print out all financial records of Tony Stark immediately.

The display activates showing various records and Rhodey sits down at the desk.

ELF Watches Rhodey Type

MODOK comes over the radio telling E.L.F. to do his thing. Rhodey hears something and glances back but, upon seeing nothing, returns to the computer.

E.L.F. floats out of the aquarium, says he serves, and floats over. Rhodey turns and is shocked at the miniature creature hurtling towards him. He wonders what it is as E.L.F. cries out.

Rhodey Struggles Against ELF

Suddenly, Rhodey grabs his head telling the creature to get out of his mind. E.L.F. tells him there is no need to struggle as he is his friend. Rhodey relaxes then asks about it being his friend.

E.L.F. claims that Tony is a thief. Rhodey struggles again saying that is a lie and orders the creature out. He struggles around the room.

E.L.F. tells him that Tony reprogrammed his own satellites to steal the riches of the world. Rhodey continues struggling, knocking over a lamp and breaking it. He keeps repeating that it's a lie.

Rhodey Shocked at Tony Hologram

E.L.F. then says that if Rhodey doesn't believe the voice he will believe "him." A machine pops out of Rhodey's head and projects a hologram of Tony.

The hologram claims that this is the chance of a lifetime. It explains that first they will scramble the world's defense satellites then Stark Enterprises will get billions to fix them.

Rhodey looks in horror and asks what happened to Tony. "Tony" claims that he wised up and Rhodey should too. The hologram tells him that if they stick together they can buy the world's stock for "peanuts."

Rhodey cries out that he won't let him do this. The hologram tells him he can't stop him, and that nothing will. The hologram disappears as Rhodey looks on in shock.

ELF Prints Out Financial Reports

The miniature projector then moves over to the computer and extends tendrils to plug into it. E.L.F. once again repeats that Tony Stark is a thief claiming he said so himself. He repeats the word thief as he prints something out.

Elsewhere, Tony is standing with Julia looking at monitors of a satellite. He tells her to activate the interactive remote and she acknowledges activating the console.

She turns to him saying she watched the news noting the press gave him a hard time. She asks if he is okay. He claims he is fine, pointing out that Rhodey is taking care of it.

Tony Julia Examine Satellite Outside

Just then, the monitors show the remote is working. Tony grabs a joystick moving it. The satellite moves on the monitor accordingly.

Tony notes that the external systems look normal. Julia tells him to check the transceiver programming. He types on the computer and a readout appears. Tony realizes that the programming has been altered.

He explains that the upload and download settings have been changed. He claims someone is using his satellites to create global unrest and shift the world's money into their own pockets.

Rhodey Comes to Arrest Tony

Rhodey suddenly calls out that he should know. Tony and Julia look over to see Rhodey standing with several men in suits. Rhodey tells them that he has a warrant for Tony's arrest.

Julia calls this ridiculous and asks what the charge is. Rhodey explains it's for the illegal acquisition of stolen funds. He accuses Tony of ordering his transceiver satellites to intercept bank data and deposit it in a secret account.

Julia walks up to him saying he doesn't know what Rhodey is trying to do but she won't allow it. Tony stops her saying that he has never broken the law before and won't start now.

Tony Asks Rhodey About Financial Accusations

He turns to his friend asking if he really believes he is guilty of this. Rhodey grabs his head as if thinking. He points to the monitors saying the proof is right there citing the altered programming.

The group walks over to the monitors. Tony explains he was trying to restore the altered programming to its normal state. Rhodey ignores him and orders the men in suits to take him away.

Tony Arrested

The men grab his arms and move him out of the room.

Elsewhere, an enormous fortress sits atop a snowy mountaintop under the starry night sky. A winding road goes down to a small village underneath.

Hand Watch Tony Arrested

The voice of the anchorman explains that the scrambling of satellites continues to enrage and destabilize world governments. Mandarin, MODOK, and Justin Hammer watch as footage breaks showing Tony being escorted in handcuffs.

The anchorman calls it a surprise arrest of the billionaire industrialist Tony Stark who was taken to a maximum security prison. Footage shows the reporter speaking into a microphone while behind him the agents put Tony into the back of a police car.

Mandarin uses his ring to turn the television to a screen showing his picture. He notes that with Tony behind bars Stark Enterprises is now in the hands of Rhodey. MODOK notes that Rhodey is under the psychic control of his E.L.F..

Justin Does Part for Hand Financial Plan

Justin tells both of his colleagues that they have done extremely well. He smiles noting that it is now his turn.

Later, Justin is sitting smiling while the anchorman explains this is a paid announcement from concerned citizen and industrialist Justin R. Hammer. The anchorman gives the floor to Justin.

He calls out to the audience, calling them his friends, saying that the world is on the edge of a conflict. He claims to be sadden by the news that Tony, saying he greatly admires him, accused of causing the unrest to get richer at the expense of everyone else.

Justin Put Hammer to Work

The monitors behind him turn on to show the American flag waving in the breeze while patriotic music plays. He continues to say he will not stand idly by. He claims that to minimize the damage that Tony has done he pledges to dedicate his resources and his life to serving them all.

He quotes a saying that when something needs fixing you put a "Hammer" to work, and slams his fist into his hand.

Tony Bail Media Circus

Later, reporters, cameramen, and photographers stand outside a door. One reporter asks Tony if there is any truth to the charges. Another asks if it is true he tried to bribe the grand jury.

Julia escorts Tony out through the crowd while one reporter follows them. A female reporter asks for a statements and others join in.

Julia and Tony reach their car, open the doors, and climb in ignoring the reporters. The doors close and they drive off.

Tony Thanks Julia for Bail

Julia asks if they are going to Mission Control Center. Tony confirms this then thanks her for bailing him out. She jokes that about the fifty million dollar bail being between friends.

As they drive down the road, Tony orders her into speed mode claiming there is no time to waste. The car extends wings, fires rockets, and it flies off.

Stark Satellite Rocket

Elsewhere, a rocket sits on the platform with people in a control booth watching.

Inside the booth, Tony and Julia work at the consoles. Julia notes she didn't think it was possible for only two people to launch a communications satellite. Tony claims it is lucky he committed the launch codes to memory.

They stop and look at the monitor. Julia then asks if whoever reprogrammed the other satellites gets to this one as well. Tony claims he is hoping for that. As he grabs his briefcase he explains he put in an override chip that will restore the other satellite functions to normal.

Julia Worried About Iron Man on Satellite

Julia tells him that the satellite isn't equipped to carry a human being. She notes that even Iron Man could be incinerated in the thrusters' backwash. Tony holds out his briefcase and it extends to become his armor.

He interrupts her saying that if he doesn't do something now they could see the beginning of World War III. He steps into the armor and it closes around him.

Julia notes that Mandarin is behind this and he is deadly. Tony retorts that he has faced this villain before and he cannot run from him now.

Iron Man Takes Off for Stark Satellite

Iron Man lifts off as the roof opens to let him fly. The computer counts down to zero.

Outside, the computer finishes and announces lift off. Iron Man flies over and grabs onto the rocket. The machinery moves away as the rocket races towards the sky. Iron Man calls out that he will be in touch.

Stark Satellite Leaves Earth

The rocket speeds away from Earth with Iron Man hanging on the side. The rocket boosters detach and fall back towards the planet.

Iron Man crawls alongside the rocket, opens a hatch, and goes inside. He calls Mandarin a turkey saying that when he is "gobbled up" he will be in for a big surprise. He then closes the hatch.

The rocket hurtles through space.

Mandarin Will Deal with Stark Satellite

A monitor shows the rocket flying through the vacuum. MODOK wonders what this is since he thought they had dealt with all of Stark's satellites. Mandarin realizes they had not but they easily can.

He uses his ring to fire a beam at the monitor knocking MODOK back.

Mandarin Ship Swallows Stark Trap Satellite

Mandarin's ship follows the satellite. It opens up and closes around the satellite capturing it.

Later, Mandarin looks at the monitor showing the satellite. MODOK orders his robots to move forward and arm their laser torches while obeying Mandarin.

The robots leave their alcoves and move forward. They walk over and push the satellite on its side.

MODOK Stark Cannot Retake Satellites

Mandarin reasons that Tony put this last satellite into orbit in a last-ditch effort to reprogram the other satellites to save himself. MODOK notes that must not happen. He explains that with Tony occupied with his legal defense they can take his supply of xenebrium without any incident.

Mandarin explains that he will use xenebrium armor to shield his forces making them invulnerable. He believes that not even Iron Man could stop them. He approaches the satellite offering to deal with it himself.

He raises his hand and fires his ring. The robots activate and raise their arms firing at the satellite. Mandarin tells them to cut it to pieces and melt it down for scrap.

The robots cut apart the satellite and the top falls down. Suddenly, Iron Man flies out surprising Mandarin.

Iron Man Flies at Mandarin Space Ship

Iron Man flies straight towards the villain. Mandarin fires his ring but Iron Man fires a blast from his hand negating his attack.

MODOK cringes and calls to E.L.F.. His signal reaches Stark Enterprises on Earth. MODOK explains that Iron Man is attacking and demands that Rhodey help.

Rhodey sits in a chair when the E.L.F. device appears from his head. He reacts in pain as it retracts. He stands and walks over to a console activating it. E.L.F. tells him to stop Iron Man and protect MODOK.

Rhodey Assembles Force Works

He walks over to a monitor and pulls up images of Wanda Frank, Julia Carpenter, Woody, and Clint Barton. He tells the team members to come to the armory, calling it an emergency, and the images become that of Scarlet Witch, Spider-Woman, Century, and Hawkeye.

He walks over to a tiki mask and tells to armor up. The wall turns revealing the War Machine armor. It comes out and spins around and courses with energy. E.L.F. tells him to stop Iron Man as he serves MODOK.

War Machine Serves ELF

Rhodey steps into the armor and it closes around him. E.L.F. states that Iron Man must die and repeats that he serves MODOK. War Machine fixes his helmet then stands ready to battle.

Elsewhere, energy fire fills the room.

Mandarin Fires at Iron Man Space Ship

Mandarin fires from his ring while Iron Man flies over it. As the hero flies up, MODOK tells Mandarin to cease firing warning he will rupture the hull destroying them all. Mandarin continues his attacks while Iron Man spins around dodging.

He lands and sees MODOK coming towards him with his arms extended. Iron Man grabs the arms then spins the villain around. He lets go slamming MODOK into the side.

MODOK falls to the ground and struggles up. He pulls out a remote control and orders his robots to attack.

MODOK Robots Shoot Iron Man

The robots march forward. Iron Man looks around finding himself surrounded. The robots fire flamethrowers at Iron Man from all sides.

MODOK floats over to Mandarin's side noting his robots will increase the temperature until he is "cooked like an egg in its shell." Iron Man struggles under the assault.

Iron Man Xenebrium Armor Flamethrowers

Iron Man claims he won't and orders the computer to reflect the laser heat. His armor glows and the flames are reflected back at the robots causing them to melt.

He looks around at the molten slag heaps then turns to Mandarin saying he has been waiting to meet him. Mandarin tells him to face "this" and fires his ring.

Mandarin Pins Iron Man Space Ship

Iron Man is blasted back into the wall. He groans in pain as he is pinned. Mandarin explains that the power of his ring has neutralized his resistance to magnetism. He claims the hero is helpless as he and MODOK walk towards him.

Back on Earth, a rocket stands in a silo ready to launch.

Scarlet Witch warns that the tarot cards are not promising and this will be a difficult mission. Hawkeye tells her to stow the cards saying he doesn't believe Tony is a crook no matter what anyone says. Spider-Woman agrees but claims she will feel better when she hears Iron Man's side of the story.

Hawkeye Thinks War Machine is Crazy

War Machine says they will shortly and walks off. Hawkeye turns to the women and makes a crazy sign with his hand. He then tells the ladies to go first, then corrects himself to say "hero persons."

As they follow War Machine, Scarlet Witch notes that War Machine is acting strange. Century claims to detect a strange aura about him.

The rocket fires up and the top hatch opens allowing the rocket to fly up.

Hawkeye War Machine Helmet On Too Tight

As the rocket hurdles through space, War Machine says they must hurry to help the master. Hawkeye wonders what he means. He asks what is wrong with him then suggests his helmet is on too tight.

War Machine claims now is not the time to talk and orders warp speed. He pushes a lever and the ship speeds up.

Iron Man Mandarin Skull Projection

Meanwhile, Mandarin continues firing at Iron Man. He claims he didn't intend for their battle to end like this but he will take the opportunity. He tells the hero to prepare for oblivion then fires a beam with a skull-like projection.

Just then, an alarm begins sounding. MODOK floats over to a console noting it's the proximity alert. Mandarin claims this is impossible as their sensors showed nothing approaching orbit.

MODOK Sees Force Works Space Ship

MODOK presses a button as sees that a Stark Enterprises vessel has docked. Mandarin demands to know how it slipped past his defenses.

MODOK types on the console noting that he lowered the shields when he called Rhodey for help but neglected to redeploy them.

Just then, War Machine bursts through a side door. Mandarin orders MODOK to deal with the heroes as he summoned them. The rest of the team then races through the open door.

Force Works Approach Mandarin MODOK Space Ship

The team runs up to confront the villains. MODOK fires and Spider-Woman grabs a piece of the deck and shield them.

Hawkeye readies an arrow in his bow and fires. The arrow flies above the villains and explodes dropping a net on the two.

Mandarin MODOK Under Adamantium Net

Mandarin struggles realizing it is an adamantium mesh that resists his rings. He claims this is MODOK's fault, calling him a cybernetic clod, then hits him.

Iron Man falls to the ground. He runs up to War Machine saying how glad he is to see him. War Machine tells "shellhead" that he's wrong as he lowers his shoulder-mounted weapon. War Machine fires sending Iron Man flying back.

Spider-Woman Stops Hawkeye From Attacking War Machine

Hawkeye believes that War Machine is freaking out and readies an arrow to slow him up. Spider-Woman stops him saying Iron Man will do it.

Iron Man stands and calls out the War Machine to listen to him. He does a scan of his friend and sees something at the base of his skull. He claims something is controlling his thoughts.

War Machine Denies Mind Control

War Machine circles around him claiming it was a nice try that won't work. He approaches Iron Man and punches him. Iron Man lands with a thud. He stands begging to be heard out.

War Machine throws another punch that Iron Man dodges. He swings his fists several more times as Iron Man avoids them. He begs War Machine to listen.

Meanwhile, Mandarin reaches through the mesh and commands the robots to arm and attend him. He fires his ring and the robots activate leaving their alcoves.

The robots rush forward and fire at Century and Scarlet Witch. Century blocks the attack with his ax.

Scarlet Witch Robot Dominoes

Scarlet Witch races forward. She says she loves dominoes, calling them her cupcakes, and knocks them all over.

Iron Man dodges more punches from War Machine and explains his mind is under alien control. He continues to duck and dodge the throws from his friend.

Force Works Watch Iron Man War Machine Fight

Spider-Woman runs up ordering him to stop. The rest of the team arrive to watch. Hawkeye tells War Machine to give him a chance to explain.

At the same time, the robots approach Mandarin and MODOK. MODOK tells them to rescue them immediately, calling them mechanical dolts. The robots lift the two villains and walk away.

MODOK Robots Lift Mandarin MODOK

They move to a hall and set them down. One uses its laser to cut through the mesh freeing them and tosses the mesh aside.

War Machine readies his arm-mounted gun and fires. Iron Man ducks and the blast hits the wall blowing a hole in the side. Suddenly, the whole ship rocks and every begins floating.

Force Works No Gravity Space Ship

Century notes that the blast neutralized the artificial gravity on the ship. He floats over to a console saying he must restore the gravity if they are to stop Mandarin.

He presses a button and everyone falls to the ground as gravity is restored.

Mandarin Watches War Machine Iron Man Fight

Meanwhile, Mandarin and MODOK sit in a small craft. Mandarin claims they have on last trump to play. He watches the two armored heroes fight as War Machine fires a blast that Iron Man leaps over.

He says good bye to his foe and readies a lever. MODOK cries out not to as he will blow them all to atoms. Mandarin ignores him and pulls the lever.

Mandarin Starts Space Ship Self Destruct

The computer reports that decomposition sequence has begun and starts the countdown. MODOK screams at this. The computer gives sixty seconds and Mandarin calls this excellent.

He claims that in one minute the ship and everyone in it will be incandescent plasma, and he will be free to dominate Earth.

The craft flies out of the larger ship.

Back inside, Spider-Woman sees the craft leaving and tells the others they are getting away. Century tells her to let them go as they must stop this fight and leave quickly.

Spider-Woman Century Run to War Machine Iron Man Fight

Nearby, Iron Man wrestles with War Machine. He tells his friend to listen to him. He claims he never lied to him and they are friends.

Iron Man ducks under another punch then grabs his arm. War Machine claims he is evil then smacks Iron Man back. Iron Man lands then quickly leaps up to avoid a blast from War Machine's gauntlet.

Iron Man lands near the others. He tells them to hold War Machine for him as they have to get that thing off his neck.

Hawkeye Aims at War Machine

Hawkeye steps forward and fires an arrow. War Machine tells him to shoot it at Iron Man not him. The arrow spans out and hits War Machine pinning him to the wall. Electricity courses through the armor.

Force Works See ELF Flee

The team runs up and Iron Man fires a small beam at War Machine's helmet causing him to cry out in pain. A small hole melts opens in the side and E.L.F. flies out. War Machine slumps to the ground.

Century fires a beam from his act hitting E.L.F.. The little creature cries out in pain as it disappears.

Iron Man Must Use Satellite

Iron Man helps War Machine up and orders the others to jettison the satellite. He explains it's the only way to reprogram the others that Mandarin sabotaged.

Hawkeye readies a bow, telling them to stand back and cross everything. He fires the arrow. Two beams come out as it flies, one towards a console and the other at the satellite.

Stark Satellite Leaves Mandarin Ship

As the satellite's rocket activates, Iron Man tells him it was a great shot. The rocket flies out of the opening hatch. Iron Man orders them to their ship before they are turned to space dust.

Inside the ship, a door opens. The computer announces that everyone must evacuate and warns of disintegration.

The team leaves through the door into their ship. Spider-Woman urges them to hurry.

Force Works Flee Mandarins Space Ship

The heroes' ship races away just before Mandarin's ship explodes.

In their shuttle, MODOK and Mandarin watch the explosion. MODOK claims they have finally triumphed. He laughs explaining nothing could have survived the decomposition.

Mandarin MODOK See Force Works Escape Space Ship Explosion

He stops himself when he notices something. The two see the heroes' ship fly through the smoke and Mandarin claims it is not possible.

War Machine Wonders About ELF Control

Inside the ship, War Machine, with his helmet off, rubs his head wondering what got into him. Iron Man, in the pilot's seat, tells him he doesn't want to know.

Sitting nearby, Spider-Woman wants to know why the blast didn't vaporize them. Outside the nearby window, no one notices Mandarin's shuttle. Iron Man explains that he shielded this prototype with xenebrium. He claims a blast ten times that strong wouldn't scratch the paint.

Hawkeye realizes that is why the "yo-yos" wanted it so much. He then asks if they will try coming after them. Century claims they will be too busy, then lifts his ax causing it to glow and forming small bubbles.

The bubbles then appear around Mandarin's shuttle. The shuttle begins moving erratically. The bubbles become asteroids and Mandarin claims MODOK steered them into an asteroid storm. MODOK explains it is a minor setback and he will steer them clear. He begs not to be blamed.

Force Works Ship Leaves Behind Mandarin Ship

The heroes' craft races away back towards Earth.


"How revolting."
"You will think it beautiful if it helps your plan succeed."

-Mandarin and MODOK

"You understand your mission, little gremlin?"
"Yes, master MODOK."
"Then do it, E.L.F.."

-MODOK and E.L.F., first line

"I serve. I serve. James Rhodes I seek."


"Virtual reality deep-space simulation. Iron Man armor is being controlled by Tony Stark in laboratory cyber-sphere."
"Computer, I'm going to mine for xenebrium on this meteor. What a great science toy."

-Onboard Computer and Iron Man

"Our government contract calls for us to deliver xenebrium shielding for the new fusion reactor. Since xenebrium only exists on certain meteors for a few seconds before they explode, I had to be sure my armor can take it. Looks like we came through with flying colors."

-Tony Stark

"Tony, it's good to see you."
"You too, Mr. President."

-Bill Clinton, first line, and Tony Stark

"Now, I want you to level with me. You designed, built, and own the satellite systems that control worldwide military systems and financial transactions, isn't that right?"
"My company did design and build them, but they don't control what they do anymore than your telephone controls your conversations with Boris Yeltsin."
"Point taken."

-Bill Clinton and Tony Stark

"Let's drop the formalities a second, Bill. You know me. I had no part in any of it."
"I believe you. But can you prove that?"

-Tony Stark and Bill Clinton

"I'm clean, Bill, and I will prove it."

-Tony Stark

"No! No! Get...Get out of my mind! Get out!"
"No need to struggle. I am your friend."
"Yes, but Tony Stark is a thief."
"No! No! You lie! You lie! Get out!"
"He has reprogrammed his own satellites to steal the world's riches."
"No! It's a lie! All lies!"

-James Rhodes and E.L.F.

"If you don't believe me, you will believe him."
"It's the chance of a lifetime, Jimbo. First, we scramble the defense networks, which means Stark Enterprises gets billions in new contracts to fix them."
"What happened to you?"
"I wised up. And you should too. Stick with me and we'll buy up the world's stock for peanuts."
"No. Never! I won't let you do it."
"You can't stop me. Nothing can."

-E.L.F., E.L.F. as Tony Stark, and James Rhodes

"I watched the news. The press gave you a hard time. Are you okay?"
"I'm fine, Julia. Besides, Jim's taking care of it."

-Julia Carpenter and Tony Stark

"Anthony Stark, I have a warrant for your arrest."

-James Rhodes

"That's ridiculous. What's the charge."
"The illegal acquisition of stolen funds. You ordered your transceiver satellites to intercept bank data and deposit it in a secret account. Your secret account."
"I don't know what you're trying to do, Jim Rhodes, but I won't allow it."

-Julia Carpenter and James Rhodes

"Jim, do you really believe I am guilty of this?"
"The proof is right in front of us, Tony."

-Tony Stark and James Rhodes

"Dear friends, as the world teeters on the brink of conflict it deeply saddens me to see Tony Stark, a man I greatly admire, accused of causing the unrest so as to get rich at the expense of us all. I, for one, do not intend to stand idly by. To minimize the damage from Mr. Stark's schemes, I personally pledge my resources and my life to serve you all. As the saying goes, 'When something needs fixing, put a Hammer to work!'"

-Justin Hammer

"And thanks for bailing me out."
"Well, what's fifty million dollars between friends?"

-Tony Stark and Julia Carpenter

"When that turkey, the Mandarin, gobbles up this satellite, he's in for a big surprise."

-Iron Man

"Must stop Iron Man. I serve MODOK. Iron Man must die. I serve MODOK."


"I've been waiting to meet you face to face, Mandarin."
"Then face this, Iron Man."

-Iron Man and Mandarin

"The tarot cards are not promising. This mission will be difficult."
"Will you bag the cards, Wanda? Tony may be a major pain, but he's not a crook. I don't care what you say."
"Clint's right. But I'll feel better when I hear Iron Man's side of it in person."
"You will, very shortly."

-Scarlet Witch, Hawkeye, Spider-Woman, and War Machine

"Ladies first. Sorry. 'Hero persons'."


"We must hurry. The master needs us."
"Master? What's with you, War Machine? Your helmet on too tight or what?"
"There is no time for chatter. Warp speed!"

-War Machine and Hawkeye

"I had not planned for it to end like this, but one must seize opportunity whenever it appears. Prepare for oblivion, Iron Man!"


"This is your fault, cybernetic clod!"


"War Machine, good to see you."
"Wrong, Shellhead."

-Iron Man and War Machine

"I love dominoes, my cupcake."

-Scarlet Witch

"War Machine, stop it!"
"Yeah, come on, W.M., give old Ironsides a chance to explain, huh."

-Spider-Woman and Hawkeye

"War Machine. Jim, listen to me. I've never lied to you. We are friends."
"No! You're evil!"

-Iron Man and War Machine

"Alright. Stand away and cross everything."


"I don't know what got into me."
"Believe me, you don't want to know."

-War Machine and Iron Man


  • There are eight Destroyers in the battle group and thirteen jets on the aircraft carrier.
  • The jet that takes off on its own looks just like Transformers character Starscream.
Anchorman Financial Crisis
  • The thousand dollar bills (See Goofs) that scroll behind the anchorman bears the likeness of Alexander Hamilton.
  • Powers that Mandarin's rings display in this episode are computer control and negating resistance to magnetism.
Tony Tele-Presence Leg Stuck
  • The helmet of the Neuromimetic Tele-Presence is similar to the helmet Weapon X put on Wolverine.
  • The fish in the aquarium appear to be blue Siamese Fighting Fish.
  • The use of "peanuts" by the hologram comes from an old saying to mean very little money.
  • In a possible Easter egg, the programming readout contains the word "MARVEL" within the first word. See Goofs.
  • The agents who arrest Tony are never identified, and are most likely from the Federal Bureau of Investigation.
  • Shellhead, the possessed War Machine's nickname for Iron Man, is one commonly used nickname for the armored Avenger.
  • While it's usually "slow down" and "speed up," "slow up" is a lesser-used acceptable phrase to mean to decelerate.


Aircraft Carrier
  • The aircraft carrier is scaled to be too large compared to ships that are right next to it.
  • In the wide shot of the news studio, the cameras and lights are right up next to the desk when in reality they would be farther back.
  • When talking about the mysterious person profiting from financial crisis, a thousand dollar bill scrolls on the screens. Thousand dollar bills haven't been produced since 1934.
  • Objects don't smoke in space.
  • Mandarin takes over the militaries around the world, yet nothing comes from this except for stealing money.
  • Rhodey questions Tony about testing the armor in the R.E.C. room but later they leave the area the test happened and went into the R.E.C. room.
Tonys Eyes in Automated Armor
  • When the xenebrium explodes Tony's eyes are seen through Iron Man's eye slits despite no one being inside the armor.
  • Shots of space include bright red and blue nebulas that are reminiscent of Jack Kirby's artwork but not around Earth in reality.
  • The temperature feature on the HUD does not show any temperature.
  • When Tony gets stabilizes the armor the screen shows "NORMAL-SYSTEM A OK RESUM CONTROL" misspelling "resume."
  • Risk Environment Chamber is spelled "Rsk Enviroment Chamber."
  • The armor that flew in space was obviously different than the normal armor, yet when Tony sees it right afterwards, implied to be the same one, it is the normal armor.
  • There is no way for the armor to come from the outer atmosphere into his lab so quickly. Additionally, Tony completely ignores numerous safety protocols like decontamination.
Tony Stark Finances Readout
  • The computer readout Rhodey pulls up spells "Taxes" as "Taxel" and "File" as "Fiil".
  • When Rhodey sees the paper coming out of the printer, the E.L.F. arm is seen connected to the computer but not to him.
  • Unless there was a second satellite in close proximity, the footage should be coming from onboard the satellite rather than of it.
  • The programming readout says "RMARVELOCT SHW ELWETROR OE THE EOCTHERER RLEWAT" which is completely meaningless in any context.
  • Tony explains the satellites have been reprogrammed but later Mandarin is shown taking apart a satellite to melt into scrap.
  • Tony looking at the altered programming is hardly enough justification for arresting him.
  • Given the white collar nature of the accused crime, Tony would not be sent to a maximum security jail or prison.
  • A reporter asks if Tony bribed the grand jury while Julia later comments on an extremely high bail. The problem is these two are contradictory statements. A grand jury merely determines if there is enough to warrant a trial while bail is a temporary release while awaiting trial. If the grand jury was bribed they wouldn't put the case to a trial and he wouldn't need bail.
  • Between how cooperative he is being, his previous criminal record or lack thereof, and how little evidence there is, a fifty million dollar bail is a bit high. In real life, even those accused of murder don't get bail set that high.
Force Works Space Ship
  • Similar to "The Origin of the Fantastic Four, Part One", satellites and space shuttles are not exactly something people have laying around just waiting to be used. It requires a lot of preparation and anticipation to launch one. It would not be a spur of the moment decision.
  • The episode gives a twenty second timer that takes fifty real seconds to countdown.
  • The armoring up sequence is the same footage used throughout the season.
  • Why didn't Iron Man go into the hatch before lift off?
  • When MODOK's robots fire and march towards the satellite containing Iron Man the muzzle of their guns "melts" away.
  • Iron Man tells Mandarin he has been waiting to meet him. However, Mandarin met Iron Man in his origin seen in "Origin of Iron Man, Part One" as well as in the previous episode "Rejoice! I Am Ultimo, Thy Deliverer".
  • When Tony is being arrested Julia calls the charges ridiculous. Yet when the team goes to rescue Iron Man she wants to hear his side of the story. When did she start to have doubts?
  • Why would MODOK call for Rhodey's help when there's no indication they know he is War Machine?
  • Warp speed, generally depicted as faster-than-light travel, would be much too fast to go from Earth to just the range of orbiting satellites where Mandarin's ship is.
  • MODOK claims the Stark Enterprises ship has docked yet the footage shows the ship not attached to anything.
  • While he fights Mandarin, Iron Man's mouth slot is much too large.
  • Why is all of Force Works watching Iron Man and War Machine fight and not doing anything to stop MODOK's robots or preventing the villains from escaping?
MODOK Robots Cut Adamantium Net
  • In all other instances, adamantium is unbreakable yet the robots are able to easily laser through it.
  • Flight has never been shown to be a power of Century in the series or comics, so how is he able to move around in a gravity-less environment? Worse yet, he can teleport.
  • Decomposition, meaning to rot and decay, is a poor choice of a word for a self-destruct sequence.
  • It's noticeable that when Hawkeye shoots an arrow at War Machine it is Jim Cummings doing War Machine's voice rather than James Avery.


Clinton Glad to See Tony Rhodey
Rhodey Pulls Up Force Works Secret Identities
  • Reveals the full real names of Scarlet Witch, Spider-Woman, Century, and Hawkeye.
  • First full suiting up for War Machine.
  • First appearance of adamantium on the series, which is most commonly associated with Wolverine of X-Men.
  • Reveals that adamantium is resistant to Mandarin's rings.
  • The first fight between any of the members of Force Works.
  • The swirl of multi-colored energy that Century uses to destroy E.L.F. looks like the energies Thor uses to teleport in the Fantastic Four episode "To Battle the Living Planet".
  • Force Works is still not named.


Main Actor Role(s)
Robert Hays Tony Stark/Iron Man
James Avery Jim Rhodes/War Machine
Ed Gilbert The Mandarin
Jim Cummings Modok
President Clinton
War Machine (Uncredited)
Tony Steedman Justin Hammer
James Warwick Century
John Reilly Clint/Hawkeye
Casey De Franco Julia Carpenter/Spider-Woman
Katherine Moffat Wanda Frank/Scarlet Witch
Neil Ross Anchorman
J. C. Lee Computer Voice

Jim Cummings would reprise the role of Bill Clinton on Fantastic Four.

The actor for the reporter who asks Tony about the charges is uncredited.


Century's name of Woody is original to the series. In the comics, he has no other known name.

The episode aired on October 8, 1994, the same day as Fantastic Four's "Now Comes the Sub-Mariner".

The episode was adapted into Marvel Action Hour: Iron Man #2.


Rhodey Accuses Tony of Financial Manipulation

"Amazing Spidey" of Marvel Animation Age noted this episode had a plot, calling it rare for this season. Though he noted that it was the same thing with Mandarin hatching a plan and Force Works shocked to realize it was him. He claimed the writers had no idea what to do with the characters. He felt the series couldn't decide whether to be completely humorous or serious, negatively comparing it to The Batman. He stated the conspiracy was the most intriguing part mostly because the fight scenes were so bad. He disliked the voiceovers, especially with Jim Cummings doing War Machine's lines. He noted that with this being the third episode the series was suffering from the same problems: lack of character development, unoriginal plots, and cheesy dialogue. He wondered why Marvel would green-light this series without it being watchable, but figured they didn't care if they got money from the action figures. He also noted the series couldn't follow its own continuity. "Stupid screw-ups aside, this had potential to be a pretty good episode, but once again, lousy characterization, a poor script and a rehash of the same ending we’ve seen since the beginning of the series prevented this from happening."

The episode has a 7.1 on and 5.8 on the Internet Movie Database.

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