This article is written from the Real World perspective Real World
Series The Avengers: Earth's Mightiest Heroes
Release Date October 24, 2010
Episode Number 3
Writer Brandon Auman
Director Vinton Heuck
Not to be confused with the similarly named episode "Iron Man is Born!".

It's just another day of Iron Man saving the world when HYDRA attacks the United Nation. He gets more than he bargained for when the terrorist group uses his own technology against him. (Series Premiere)


Iron Man is Born

Camera Checks Out Girl AEMH

In California, a man with a camcorder walks along a pier videotaping the other people. He checks out a cute girl passing by but his friend thinks he is embarrassing himself. He turns the camera to look back at the beach.

Suddenly a energy beam strikes the beach. The camera pans by and sees a man looking up at the ferris wheel, which gets blasted. The camera man runs to the end of the pier and is splashed by a wave of water caused by the beam.

Iron Man Fights Giant Robot AEMH

He reaches the end and sees a giant robot standing in the water. It is surrounded by mist and something flies around it blasting it. The smaller object flies around and above just as the giant robot blasts the water.

The man's friend suggests leaving immediately. Meanwhile the robot and object continue their fight. A large blast consumes the robot but it shakes the smoke away. It then catches the smaller object in its hands and drops it.

Pier Debris Landing AEMH

The robot then starts walking towards the pier. Then it is caught in an electrical field. It tries to fight the electricity but then blows up. The camera man looks up to see a large piece coming straight at him. He and the other people still watching quickly turn and run.

He sees one piece crash into the water next to the pier. He turns to see more debris strike another pier. He then looks up to see another piece heading right towards him. He tries to run but trips and falls over.

Iron Man Saves Camcorder AEMH

He looks up to see people running by and the debris almost on top of him. Just then Iron Man flies in and catches the debris. He boosts his boot jets and lifts the debris away.

A reporter then explains that the footage was taken earlier that day. She goes on to say that Iron Man saved the city.

In their car, James Rhodes turns off the news report. Rhodey wishes Tony had told him. Tony Stark, driving, brags that the robot was actually much bigger. He then races his red sports car down the freeway.

Rhodey Berates Tony AEMH

Rhodey feels that Tony should let S.H.I.E.L.D. handle things like oversized robots he should help them. Tony points out that he got out of the weapons making business and is going for a better image. But Rhodey doesn't like that he's fighting supervillains. Tony then speeds up and races around a semi truck.

Rhodey then suggests that he help out the Hulkbusters take down the Hulk. But Tony ignores him, claiming the robot was more fun, and speeds away to Stark Tower in the distance.

Inside the garage Pepper Potts waits for the two men to arrive. She blows some hair out of her face then checks her watch. Just then Tony's car pulls into the garage and the two get out.

Pepper Annoyed AEMH

Tony jokingly tells Pepper that although she's a great assistant she doesn't need to park the car, and reminds her that they have valets. Pepper tells him that he should answer his phone, especially since he makes a living off technology. Tony asks if it was because she missed him. Pepper tells him that HYDRA just attacked the United Nations.

The three watch news footage of a large octopus-shaped robot leaving the East River. It walks onto shore and the bottom opens up releasing a squadron of HYDRA soldiers. As they leave down the lines they fire their guns towards the ground.

Tony asks where S.H.I.E.L.D. is and Pepper states they are forty minutes away. She then explains that while the UN has a military detail there, they are in full assembly with every world leader, including the President of the United States of America, attending.

Tony then turns to leave. Rhodey asks him where he is going. Tony simply states that Pepper should reschedule his lunch meeting.

Tony Enters Suit AEMH

Tony changes into an undersuit for the Iron Man Armor and enters the Iron Man Armory. He approaches the center and tells JARVIS to fire the suit up. JARVIS then activates the Mark VI Iron Man Armor.

The Mark VI rises out of the floor allowing Tony to step in. Tony steps into the boots and the suit builds itself around his legs. It then attaches itself to his arms. The chest assembles itself then the helmet is put on. Iron Man's eyes begin to glow.

Outside Stark Tower Iron Man flies up and away. As Iron Man flies through the skies Rhodey radios in telling him to be careful. Iron Man says he won't start now and feels it will only take him ten to fifteen minutes to deal with the situation.

Octo-Bot Slams UN AEMH

Back at the UN, the military tries their best to stop HYDRA but is unable to do anything. The robot walks around the building and slams one of its tentacles into the side. It readies a large weapon at the armored vehicles that the detail is using as cover.

Battle at UN AEMH

Just then a power beam strikes the large robot in it's skull-shaped head. It looks up to see Iron Man firing it from his chest. He stops and the robot crashes backwards into the river.

Iron Man then asks JARVIS for an update. JARVIS tells him that the suit is down to forty percent because of using the unibeam. Iron Man then asks about the soldiers on the ground. JARIVS scans the ground and concludes that there are fourteen heavily armed HYDRA soldiers.

Iron Man then uses his external speakers to tell them that after many years of trying that HYDRA probably won't actually take over the world. One of the soldiers readies a rocket launcher and fires at Iron Man. He easily dodges the attack as they all start firing at him. He then decides to do it the hard way.

Arm Missile Deployed AEMH

Iron Man flies forward and fires an arm mounted rocket. The rocket splits apart as Iron Man flies up. Each individual projectile then attaches itself to a HYDRA gun and explodes knocking out several of the soldiers.

Iron Man Lifts Car AEMH

More hide behind a vehicle and watch the action. Just then the vehicle is lifted up by Iron Man. He holds it with one hand and fires his repulsor beam with the other.

With all the soldiers knocked out Iron Man throws the car to the side and comments on how easy it was. Just then three projectiles launch themselves from the fallen HYDRA robot. Iron Man braces himself as three large spheres crash besides him. As the dust clears Iron Man asks JARVIS for an update. He explains that the suit is down to thirty-two percent power and suggests recharging.

HYDRA Dreadnaughts Surround Iron Man AEMH

However, three large robots stand up and surround Iron Man. The eyes of one begins to glow, another opens its mouth revealing fire inside, and the third raises and activates a large drill on its arm. The three recognize Iron Man and find that their objective is to destroy it.


Fury Intro AEMH

The S.H.I.E.L.D. helicarrier travels through the sky. Agent Nick Fury looks at the display in the command center. He suddenly asks for an update.

A woman behind sitting behind him, Maria Hill tells him that the helicarrier is five minutes out. She goes on to state that their units are being attacked and cannot respond. Fury says that that's too long. He turns his head and wonders if she has anything useful to him.

Hill Berated AEMH

Maria looks shocked but hears something over her headset. She then reports that Iron Man has arrived at the scene. Fury looks back at the display.

Back at the United Nations, Iron Man is pushed back by a blast of energy. He's hit again, but the third blast knocks him back. He crashes into the pavement creating a large crater as the three HYDRA robots approach.

Iron Man pushes himself up. Inside his suit, Tony asks JARVIS to divert power to the suit's shields and analyze the weapons on the robots. Unfortunately, JARVIS tells him that the shields are non-responsive. Tony looks up to see the approaching robots through his helmet.

Iron Man Repulsors HYDRA Missile AEMH

One raises its massive drill to slam into the ground. Luckily, Iron Man flies up just before it can. It raises its other hand and fires five missiles at him. Iron Man uses his repulsor beam to destroy two but flees from the rest.

He flies through the flag poles causing one to detonate. He flies up and uses his repulsor on the fourth. As the smoke clears a warning goes off and JARVIS talks of a new contact. Suddenly Iron Man is tackled by a robot, crashes into the building, and falls to the ground.

Iron Man Stops Dreadnaught Drill AEMH

Iron Man sits up in a fountain just in time to grab the drill to stop the robot. JARVIS chimes in saying that he finished his analysis, though Iron Man wonders why he finished at that moment. JARIVS explains that they are HYDRA Dreadnought class robots, that have been upgraded with Stark's repulsor technology. Just as the drill reaches his helmet, Iron Man pushes it away so that it hits the ground.

Iron Man stands and decides to use his electromagnetic pulse, but JARIVS points out that there's not enough power. As the robot struggles to free its drill, Iron Man spots the other two Dreadnoughts coming. He diverts all power to the repulsors and fires at them.

Iron Man Repulsors Dreadnaught AEMH

As he fires the Dreadnoughts activate their own shields. Iron Man focuses both his repulsors on one but cannot get through the shield. He gets even more angry knowing that those shields are his. He then turns to see the third coming at him, but is too late to stop its punch.

Iron Man flies back, through the other two, and into the building. Iron Man crashes to the ground and sits up. He asks for the unibeam but JARVIS says there's not enough power. A Dreadnought picks him up and tosses him into an armored car.

Iron Man looks up and demands the shields. JARVIS tells him the rebooting sequence is already in progress. As the three robots approach, Iron Man flies up and taunts them to show him more of their stolen technology.

Pepper UN Worried AEMH

Across the city, Pepper Potts looks towards the smoke while James Rhodes tries to comfort her. He says that the armor is invincible and Tony will be fine. However, Pepper is worried about Tony, not the armor.

She looks back and explains that Tony is fighting all by himself and that they can do nothing for him. She understands why he fights, just not why he doesn't have help. She then turns back to look at the smoke.

Iron Man Dodges Dreadnaught Blast AEMH

Back at the UN, the Dreadnoughts are firing blasts from their eyes. Iron Man dodges one blast causing it to hit the drill arm of another. One robot steps up and blasts flames out of its mouth. Iron Man raises his arms to protect himself but is engulfed in the fire.

Iron Man then flies forward, grabs the Dreadnought by the head, and flies up. Another fires its eye beams at him but he throws the Dreadnought into it. Both crash into the pavement, seemingly defeated.

Iron Man Dreadnaught Spine Rip AEMH

Iron Man then zooms in on the robot and scans it to see his Stark Industries technology. Iron Man lands on the robot and rips out his tech. He looks at it just as the third fires its beams hitting him in the back. Iron Man flies up and fires his repulsors but the Dreadnaught protects itself with its shields.

Grim Reaper Disguised Eyes AEMH

On the nearby building, one of the HYDRA soldiers wakes up. He stands and readies a rocket launcher at Iron Man. He watches as Iron Man blasts a car out of the Dreadnought's hands. Just then, the soldiers is blasted from behind by another soldier. The soldier raises his gun to wait.

Super Repulsor AEMH

Iron Man flies up and readies a massive repulsor blast. However, the Dreadnought protects itself. The shield drops and it punches Iron Man. He skids back as the Dreadnought approaches. Iron Man uses his legs to keep the robot's flaming mouth away from him.

Iron Man then uses his jet boots to blast the robot's face severely damaging it by melting the head. It then falls back and collapses. Just then JARVIS detects a weapons lock on him as Iron Man is blasted from behind. He skids to a halt as one of the Dreadnaughts looks on. Iron Man stands as it approaches.

Helicarrier Approaches UN AEMH

Suddenly, the Dreadnought is blasted from above. Iron Man stands to see it back up. He sees the robot fall and then blasted apart. He looks up to see jets and the helicarrier approach. It's massive shadow looms over the United Nations buildings.

Iron Man is exasperated that they just now show up. The side of the helicarrier opens up and five men in suits drop down and land in front of the armored hero. The Mandroids stand and order Iron Man to stand down by order of S.H.I.E.L.D. and then ready their weapons.

Fury Watches Iron Man Feed AEMH

In the helicarrier, Fury watches video feed of Iron Man as the Mandroid repeats himself. The display then begins to analyze Iron Man's armor. Maria stands and asks him for orders. Fury simply looks on intently.

Behold, the Mandroids

Following his fight with the HYDRA Dreadnoughts, the S.H.I.E.L.D. Helicarrier looms over the United Nations building.

Iron Man Confronts SHIELD Mandroids AEMH

On the ground, six Mandroid stand in front of Iron Man. Overhead, two jets fly over the ruined building. Inside his suit, Tony tells JARVIS not to wake him ever again while he scans the armored S.H.I.E.L.D. soldiers.

The suit's HUD powers on and Iron Man asks how the unibeam's power level is doing. JARVIS tells him that it is at 26.2% and is recharging. He informs Iron Man that it should be ready to use in two minutes if he does not expend too much power.

The Mandroids tell Iron Man to stand down. The armored hero tells them that unless they're going to thank him for saving the UN, he won't. The squad tells him that he is to come with them. Iron Man refuses.

Mandroids Iron Man HUD AEMH

JARVIS informs him that the unibeam is at 52%. Iron Man has his A.I. scan the Mandroids. JARVIS scans the different layers of the lead Mandroid until he gets down to the pilot inside. He informs Iron Man that parts of the Mandroid armor use Stark Industries technology.

In the Helicarrier, Nick Fury and Maria Hill watch Iron Man on the display. They hear him call out to the Mandroids asking who built the suits.

Maria IM Scan Mandroid AEMH

Maria tells Fury that the hero just scanned the squad and wonders why. Fury orders him to speak to Iron Man, and have the Mandroids stand down. He doesn't want to start a fight between the armored men. When Maria questions him Fury yells at her.

Iron Man approaches the Mandroids asking again where their armor came from. The lead Mandroid orders the others to back away. Behind the group, a drill pops up from beneath a pile of debris.

IM Sees Revived Dreadnaught AEMH

JARVIS warns Iron Man as he tries asking again. He sees the Dreadnought pop up and prepares to fire his repulsors. The Mandroids take it as a sign of aggression and open fire on him.

Iron Man holds up his arms to protect his body from the blasts. The Mandroids fan out to blast him. The Dreadnaught stands behind the S.H.I.E.L.D. soldiers. It then walks towards the unknowing group.

Iron Man Attacks Mandroids AEMH

Iron Man then blasts two of the Mandroids down giving him a clear shot to the Dreadnought. He then fires his Unibeam. The blast goes through the Mandroids and strikes the Dreadnought. It appears to "scream" as it is obliterated. The blast knocks Iron Man and the Mandroids back.

Iron Man Blasts Dreadnaught AEMH

Iron Man continues firing the Unibeam, digging a trench in the ground from the force of the blast. The Dreadnought explodes and Iron Man stops. He crouches to the ground, tired from the battle.

Iron Man Defeats Mandroid AEMH

Inside, the system reboots and his HUD comes back online. However, outside his glowing eyes flicker. He stands and walks over to a fallen Mandroid whose armor is sparking. As he nears, the Mandroid groans and looks over at him.

Iron Man asks if he is alright. Inside, the video display goes in and out. The man sees Iron Man reaching down to "borrow" something from his helmet.

In the Helicarrier, the display goes to static. Maria informs Fury that they lost all the feeds. She tells him she is trying to get a fix on Iron Man's location. Fury hears thumping and knows where he is.

Iron Man Enters Helicarrier AEMH

He looks back to see the floor being welded. A blast forces the broken piece of metal up. Iron Man flies through the hole. He flies to the top of the room and orders Fury to explain something. He throws a Mandroid helmet at Fury's feet. He lands accusing Fury of stealing his technology. The display behind Fury shows the UN building and the fallen HYDRA octopus robot.

SHIELD Arrests Iron Man AEMH

Maria then points a gun at Iron Man's head. She orders him to move away from Director Fury so she can put him under arrest. Behind them, dozens of S.H.I.E.L.D. officers stand ready with their guns pointed at Iron Man. Maria orders them to open fire if Iron Man moves.

Maria Stops Arrest AEMH

Fury then orders them all to stand down. She tells him that he attacked the Mandroids. Fury responds that Iron Man saved the Mandroids and reminds her that he saved the United Nations. He again orders them to stand down. After a moment's hesitation, Maria reluctantly relents and the others follow her lead.

Iron Man once again accuses Fury of using his technology for the purposes of war. Fury reminds him that Stark has been selling them weapons for years. He says that S.H.I.E.L.D. just combined the two. Iron Man says that Fury twisted his technology.

Iron Man Berates Fury AEMH

He walks closer to him accusing him of letting the twisted technology leak to HYDRA. Fury asks what he means by that. Iron Man's head comes in close and he accuses Fury of knowing that S.H.I.E.L.D. was hacked. He points out that the Dreadnaughts were very similar to the Mandroids.

Maria Berates Iron Man AEMH

Maria speaks up saying that the Mandroids save lives, and that's what S.H.I.E.L.D. does. She claims that when Stark withholds resources from them, he's just inadvertently helping enemies like HYDRA. Iron Man claims that weapons won't help and only make matters worse.

Fury berates Iron Man for the idea saying that things couldn't get much worse. He points out that HYDRA has advance technology, supervillains are appearing everywhere, and monsters like the Hulk rampage across the globe. He claims that they need Tony Stark and his technology than the armored superhero.

Fury Berates Iron Man AEMH

He tells Iron Man that he's only one person. Fury jabs his finger into his chest saying he cannot solve all their problems alone. Iron Man states that he is more than qualified to handle it all on his own. The two stare each other down.

Iron Man finally turns and walks away saying that he'll get his technology back on his own. He approaches the armed S.H.I.E.L.D. soldiers and they once again raise their weapons. Iron Man looks back asking if Fury wants to fight. Fury nods and the men lower their weapons.

Iron Man Leaves SHIELD AEMH

Iron Man walks through the group and out the door. He tells Fury that the HYDRA soldiers are still unconscious on the ground waiting for them. He leaves and the door closes behind him.

Maria Leaves Fury AEMH

Once he's gone, Maria speaks up but Fury interrupts. He says that HYDRA got into their systems. He orders Maria to find and stop the leak. She runs out of the room. Fury turns back towards the screen and demands to speak to the Black Widow.

Iron Man Leaves UN AEMH

Iron Man flies away from the still hovering Helicarrier and over the UN building. He looks down to see two jets landed with personnel walking about.

On the ground, a technician repairs a damaged Mandroid who is sitting with his helmet off. Another Mandroid watches over the HYDRA soldiers being handcuffed and loaded onto one of the planes.

Reaper Sees Iron Man Leave AEMH

One captured HYDRA soldier stops and watches Iron Man fly overhead. The man smiles as the hero leaves. A S.H.I.E.L.D. pushes the man ordering him to keep moving. He informs the group that they are heading to the Vault. The HYDRA soldier enters the plane and continues smiling.

Pepper Never Watches AEMH

Back at Stark Tower, Tony tells his story to Rhodey and Pepper Potts in the armory. He tells his friend that he fought three robots plus men in robotic suits.

Rhodey says he would have watched it on the news, but Pepper wouldn't let him. Tony jokes that Pepper never watches. She retorts that she always knows they end with him being late for his meetings.

Tony Loner AEMH

Tony gets out of the armor and walks to the door. Rhodey calls out to him saying that he doesn't have to fight alone. He stops in the doorway, looks back, and asks what he means. Rhodey says he doesn't have to carry the burden of confronting S.H.I.E.L.D. robots, and supervillains all by himself.

Pepper Rhodey Armory AEMH

Tony says that it has to. He states that those two are always there for him. But he walks out the room and wonders who would possibly help him do it. Rhodey and Pepper follow leaving the Iron Man armor by itself in the dark.

The three leave and the doors close leaving the armor in complete darkness.

Nick Fury, Agent of S.H.I.E.L.D.

SHIELD Jets Approach Vault AEMH

Deep in forest covered mountains, three S.H.I.E.L.D. jets fly towards the Vault. The two escorts fly off as the center one moves in to land.

It enters a door on the top of the building and hovers inside. It lowers itself onto just one of the many platforms around. There are several armed guards waiting.

Nick Meets Jimmy AEMH

The hatch one the jet opens and Nick Fury leads the soldiers as they depart the captured HYDRA men. He approaches Jimmy Woo and the two shake hands. Jimmy wonders why the director of S.H.I.E.L.D. is overseeing prisoner drop-offs.

Nick explains that HYDRA has been attacking everyone and he wants to speak to a "mutual friend." He orders Maria Hill to come with him.

Nick Maria Vault Elevator AEMH

The two enter an elevator and Nick quizzes Maria to see how much she knows about the prison. As the two descend, Maria explains that this was the first of the supervillain prisons and holds technology-based criminals and their equipment. It was designed by Tony Stark before he stopped working with S.H.I.E.L.D.

The elevator reaches its destination and the two exit. Maria goes on to say that the prison holds criminals such as Crimson Dynamo, Technovore, and MODOC. They pass each of the criminals as they head down the hall. They reach the end and Nick says that the prison also holds the head of HYDRA, Baron Wolfgang von Strucker.

Nick Maria Meet Strucker AEMH

The two enter the room at the end to find a chair in the middle of a cylindrical cell. In it sits an elderly man with a monocle reading a book. He looks up already knowing that it's Nick.

Elsewhere in the prison, soldiers march the HYDRA goons through a large x-ray machine to clear them. The villains have had their helmets removed and weapons stored on a large table.

Jimmy Spots Grim Reaper AEMH

One soldiers opens up a HYDRA bag and notices something odd. He calls his superior who is distracted by an alert. Jimmy sees that the HYDRA man in the machine has an implant in his arm.

He pulls out his gun ordering the cyborg to get onto the ground. The man claims to have a note from his doctor as a large scythe pops out of his arm.

SHIELD vs Eric Williams AEMH

The soldiers begin firing at the man who bursts through the side of the machine. He protects himself with his scythe as the soldiers continue firing.

When the soldiers stop firing, Jimmy sees him unharmed and orders them to start again. However, the man, really the Grim Reaper, slices through the soldiers knocking them all down.

He then grabs the duffel bag and puts on a hood. Grim Reaper leaves the room.

Nick Maria Question Strucker AEMH

Deep in the prison, Strucker teases Nick who just tried to question him. Nick gets angry and leaves with Maria following.

Maria catches up to him in the hall asking if Nick thought he would actually get something from him. Nick told Maria that she has much to learn and that he did, that something big is happening soon.

Just then an alarm goes off. Nick calls Jimmy who doesn't respond. The two look up as an elevator descends. The door opens revealing Grim Reaper.

Maria pulls out her gun. Nick realizes that the attack on the United Nations was a set-up.

Nick Maria Shoot At Reaper AEMH

Reaper smiles and charges Nick. The two fire their sidearms at the villain who runs and dodges. He leaps off a wall and throws the duffel bag knocking Maria down.

Nick fires again but Reaper charges and slices the gun in half. He kicks Fury down and tries to swipe his head off.

Nick quickly grabs the scythe and kicks Reaper back. Nick stands and starts punching him. However, Reaper slashes at him forcing Nick to dodge.

Reaper Traps Nick AEMH

Reaper leaps back and stares down Nick. As Nick starts to run the ceiling collapses onto Nick. Reaper turns and walks away. He grabs his bag off Maria and heads towards Strucker.

Strucker sits in his chair as Reaper slashes through the door. He closes the book and stands as Reaper enters.

Reaper Frees Strucker AEMH

Reapers breaks open the glass and offers Strucker a mechanical arm to replace the one he's missing. Strucker puts on the arm and immediately the energies seem to recharge the elderly man. Grim Reaper hails HYDRA.

Reaper and Strucker, now in full uniform, walk down the hall past the unconscious Maria. Two soldiers fire at them but Reaper blocks the attacks. He slashes the two and moves on.

Strucker grabs one of the fallen men and slams him against the wall. He starts absorbing the man's life energy to rejuvenate himself, killing the soldier in the process. Strucker drops the corpse and moves on.

Nick Frees Himself Vault AEMH

After they leave, Nick pushes himself out of the debris.

Outside, soldiers fire on Reaper who blocks all the shots. Behind him, Strucker moves towards a vehicle on the end of the platform.

Strucker gets in and calmly waits for Reaper to enter to drive. The car appears normal but the wheels rotate down and it starts hovering away.

Nick Leaps Onto Hovercar AEMH

Nick runs along the edge of the building and leaps off towards the hovercar below.

Reaper is astonished that it was so easy. Nick lands on the roof saying they're not clear yet. Strucker is shocked that Nick is there.

Nick Goes Grey AEMH

Nick punches the old man and pulls him up. Strucker grabs Nick's face to begin absorbing him. Nick struggles to pull away but cannot. Soon his hair begins turning grey.

Nick then grabs Strucker and pulls both of them forwards over the front of the car. Strucker falls off the vehicle and onto the last part of the platform. Meanwhile, Nick continues to hold on.

Maria Arrests Strucker AEMH

As the vehicle flies away Strucker tries to raise his arm. However, Maria stomps down on the arm who arrests him along with a dozen other soldiers.

Reaper looks back to see his leader captured. He turns to see Nick climbing the hood. He tells Nick that he will suffer.

Reaper slashes and shatters the windshield, but Nick kicks him back. Reaper tries to slash again but Nick flips him onto the hood. As he slides down, Reaper cuts into the hood to keep himself on.

Reaper Misses Nick AEMH

He slashes again at Nick who ducks down. Nick kicks the accelerator knocking Reaper back. But once again Reaper uses his scythe to steady himself.

Reaper slashes again knocking Fury out, who grabs the door to hang on. Reaper brings down the scythe forcing Nick to dodge.

Reaper Laughs AEMH

Soon Nick loses his grip and falls. Reaper laughs in apparent victory. He looks at his scythe and sees a bomb about to go off. He is able to register shock before it blows up along with the car.

Nick fall through the sky away from the explosion.

Reaper survives and also falls. He crashes to the ground in a bank of snow.

Nick Batman AEMH

Nick dives down then opens his arms revealing gliding wings. Reaper looks up just as Nick lands on him.

Soldiers, along with Jimmy, escort Strucker back to his cell. Maria looks onto the crash behind them.

Nick Maria Arrest Eric Williams AEMH

Later, Nick and Maria look on at Reaper without his cloak and scythe. Nick explains that he broke into his new home. The two S.H.I.E.L.D. agents walk away.

Maria Asks About Prisons AEMH

Maria asks if the other supervillain prisons, the Cube and Big House, are the same. Nick explains that all four are different.

Maria stops in shock, not knowing that there was another. Nick continues on without her.


"Checking out the beautiful scenery. Well hello."
"Come on man, you're embarrassing yourself."
"Dude, would you relax?"

-Camera man and his friend, first lines of the series

"Iron Man. That incredible footage coming in from California as Iron Man saved the city from what witnesses called..."
"A giant robot. Really? You could've told me."
"I don't like to brag but that footage didn't capture how big the thing really was. I mean huge."

-Reporter and James Rhodes, and Tony Stark, first lines

"Look, that just makes my point for me. S.H.I.E.L.D. should be fighting giant robots, not you. They're not the bad guys, Tony, and they need your help."
"I'm out of the weapons making game, Rhodey. You're looking at a kinder, gentler Tony Stark."
"That fights supervillains."

-James Rhodes and Tony Stark

"We've been over this a million times. You're starting to bum me out."
"What about the Hulkbuster unit? Even if you won't build weapons for S.H.I.E.L.D. you can still help them take down that monster."
"I am not listening to Rhodey anymore. La la la. I still can't believe this is what you wanted to meet about. The giant robot was more fun than you."

-Tony Stark and James Rhodes

"Pepper. I already know you're a great assistant, okay. You don't have to park my car too. We got valets for that."
"For someone that makes their living off of technology you should try answering your phone. I've been calling for the last twenty minutes."
"Ah, because you miss me so much?"
"Because HYDRA just attacked the United Nations."

-Tony Stark and Pepper Potts, first lines

"This is happening right now? Where's S.H.I.E.L.D.?"
"Forty minutes out. There's a military detail at the UN, but Tony, it's a full assembly. Every world leader is attending. Including the President."

-Tony Stark and Pepper Potts

"Hey! Where are you going?"
"Pepper, reschedule my lunch meeting. I'm gonna be a few minutes late."

-James Rhodes and Tony Stark

"JARVIS, fire it up."
"Very good sir, initiating the Mark VI."

-Tony Stark and JARVIS, first line

"Be careful, man."
"Why would I start now? I'll be ten minutes, fifteen minutes max. Trust me."

-James Rhodes and Iron Man, first line


-Iron Man

"Whatta we got, JARVIS?"
"Armor power is down to 40% after using the unibeam, which I recommended against."
"I meant on the ground."
"Ah yes. Fourteen HYDRA targets. All heavily armed, sir."
"Hmm. Maybe I should've brought Rhodey along."

-Iron Man and JARVIS

"JARVIS, activate external speakers." [Uses external speakers] "Attention HYDRA goons: you've been trying to take over the world for sixty years, it's not happening."

-Iron Man

"He actually shot at me!? Fine! We'll do it the hard way!"

-Iron Man

"Hi there."

-Iron Man

"Ha ha. Wow, they just don't make bad guys the way they used to."

-Iron Man

"Warning! Incoming projectile!"


"Wow, what was...JARVIS?"
"Armor power down to 32%. Recommend recharging."

-Iron Man and JARVIS


-HYDRA robot

"The Helicarrier is roughly five minutes out at this speed. Our local S.H.I.E.L.D. units are under attack and unable to respond."
"That's five minutes too long, Hill. You got any news that's actually useful to me?"
"I, I...Sir. Iron Man has arrived on the scene."

-Nick Fury and Maria Hill, first lines

"JARVIS, talk to me. Divert all power to shields and analyze that blast."
"Shields not responding."
"That's...not good!"

-Iron Man and JARVIS

"Analysis completed, sir."
"NOW!? This thing's about to drill through my head!"
"Targets are HYDRA Dreadnought class robots and have been upgraded with repulsor tech weapons."
"That's my tech! HYDRA's using my technology against me!"

-JARVIS and Iron Man

"Come on you pieces of junk. Show me what else you got. Cause you probably stole it from me too."

-Iron Man

"I'm sure he's gonna be fine, Pepper. That invincible."
"I'm not worried about the armor, Rhodey, I'm worried about him. He's all along out there against the people who stole his technology. Tony is out there all by himself and there's nothing we can do to help him. I understand why he feels he has to do this. I just don't understand why he has to do it alone."

-James Rhodes and Pepper Potts

"Not yet."

-Grim Reaper, first line

"Sure, now you finally get here."

-Iron Man, regarding S.H.I.E.L.D.

"Iron Man, by the authority of the Strategic Homeland Intervention and Enforcement Logistics Division you are hereby ordered to stand down. Iron Man, I repeat, stand down by order of S.H.I.E.L.D."

-Mandroid, first line

"Your orders, sir?"

-Maria Hill

"JARVIS, make me a note. Remind me never to wake up in the morning. Ever again."
"'Noted, sir."

-Iron Man and JARIVS

"This is your last warning. Stand down."
"Unless you guys are here to thank me for doing your job for you, I'm not in the mood for this."
"You'll need to come with us, Iron Man."
"I don't think so."

-Mandroids and Iron Man

"Alert: seven components of the Mandroid armor are derived from Stark Industries technology."


"That's a nice armor you got there? Who's your tailor?"

-Iron Man

"Director Fury, Iron Man just scanned the Mandroid armor. Why would he do that?"
"Call him back. Tell the Mandroids to stand down. We did not come here to fight Iron Man."
"DO IT!"

-Maria Hill and Nick Fury

"Where did you get that armor?"
"Back away."
"Where did you get that arm...LOOK OUT!"
"Open fire!"

-Iron Man, Mandroids, and JARIVS

"You wanna explain this, Fury? You stole my tech."

-Iron Man

"Tony Stark. Step away from Director Fury, now. You are under arrest. If he moves, open fire."
"Stand down."
"Bur sir, he attacked the Mandroid unit."
"He saved them, Maria. And in case you forgot, he saved the United Nations from HYDRA while we were on a wild goose chase. So stand. Down."

-Maria Hill and Nick Fury

"You used my inventions to make war machines."
"Come on, Stark. You've been selling us weapons and technology for years. We just modified what you gave us."
"Modified, try twisted. You twisted what I made. And then you let it leak to HYDRA!"
"Come again!?"
"S.H.I.E.L.D. got hacked, Fury, and you know it. Those HYDRA Dreadnaughts are about two degrees off your Mandroids."

-Iron Man and Nick Fury

"Those Mandroids will save lives, Stark. That's what S.H.I.E.L.D. does. When you withhold resources from us, you're just given the advantage to groups like HYDRA."
"You're not getting this, are you? Weapons don't solve problems. They only make problems worse."
"Wake up. How exactly do you think our problems are going to get worse? You've seen what's out there. The tech HYDRA's got, supervillains coming out of the woodwork, monsters like the Hulk. We need Tony Stark more than we need some armored vigilante. You can't do this alone. You're only one man!"
"One of me is more than enough."

-Maria Hill, Iron Man, and Nick Fury

"Do you really wanna go down this road, Fury?"

-Iron Man

"By the way, there's about three dozen unconscious HYDRA agents waiting for you down there. No need to thank me."

-Iron Man

"Sir, I..."
"HYDRA got into our systems. We got a leak. Find it, and plug it."
"Yes, sir."
"And get me the Black Widow."

-Maria Hill and Nick Fury

"I'm not gonna lie to you, Rhodey. There were three robots this time, and guys and robot suits."
"I tried to watch it on TV, but Pepper wouldn't let me."
"She never watches."
"I don't need to. I already know you're going to be late for your meetings."

-Tony Stark, James Rhodes, and Pepper Potts

"You don't have to do this alone, you know."
"Do what?"
"All this. Taking on S.H.I.E.L.D., giant robots, supervillains. The whole world doesn't have to rest on your shoulders."
"Yeah, it does. I mean, I know you guys are always there for me. But against this, who's gonna help me?"

-James Rhodes and Tony Stark

"Good to see you, Nick. But since when are you overseeing prisoner drop-offs?"
"Since HYDRA decided to escalate their attacks on pretty much everyone."

-Jimmy Woo, first lines, and Nick Fury

"The Vault is the first of the supervillain prisons, specifically created to hold tech-based criminals and their gear. Designed by Tony Stark, until he decided to stop working on S.H.I.E.L.D. projects. Current high profile occupants include: Crimson Dynamo, Technovore, MODOC, and..."
"And HYDRA's boss: Baron Wolfgang von Strucker."

-Maria Hill and Nick Fury

"Herr Director..."

-Baron Strucker, first line

"Cyborg! On the ground now!"
"No need to panic, everyone. I got a note from my doctor."

-Jimmy Woo and Grim Reaper

"Your questions amuse me, Nicholas. A pleasure, as always."
"We're done here."

-Baron Strucker and Nick Fury

"Hail HYDRA."

-Grim Reaper

"Well that was easy."
"You're not out yet!"

-Grim Reaper and Nick Fury

"Don't even think it, old man."

-Maria Hill

"Ha ha ha. That's it. Run. Ru... [Sees bomb] Ooh!"

-Grim Reaper

"Assault, conspiracy, infiltrating a government facility. You just broke into your new home, Reaper."

-Nick Fury

"Director Fury, this place, the Cube, the Big House. Are all the supervillain prisons like this?"
"No. All four are different."
"Four? I thought there were only three."

-Nick Fury and Maria Hill


Giant Robot AEMH
  • The giant robot at the beginning is possibly based on the Iron Man villain Ultimo.
  • Tony Stark's sports car looks like it was based off a newer Lamborghini.
  • Tony Stark uses the Mark VI armor. In the film Iron Man 2 Tony finishes the movie with the Mark VI, though it contains the triangle symbol while this suit has the circle symbol on the chest.
  • Iron Man's comment about bringing James Rhodes along could mean that he is at this point already War Machine. This would fit in with the film inspirations, as he donned the armor in the film that came out earlier in the year.
  • James Rhodes claims that the Iron Man armor is invincible. The Invincible Iron Man is the name of a comic book series and a movie.
Iron Man Finds Stolen Tech AEMH
  • The logo used for Stark Industries is the same one used for the Iron Man film.
  • Apparently, Iron Man's boots can also function as repulsor beams.
  • In the Armor Wars, Iron Man confronts and defeats the Mandroids for using his technology.
  • In his armor, Iron Man stands about half a foot taller than Nick Fury.
  • Iron Man says that Nick Fury used his technology to make war machines. War Machine is the superhero name of Tony Stark's friend James Rhodes.
  • Nick Fury and Baron Strucker were both in a live-action television film also called Nick Fury: Agent of S.H.I.E.L.D..
Vault X-Ray Machine AEMH
  • The x-ray machine used to identify weapons is very similar to the one seen in the 1990 film Total Recall. That film also featured the technicians spotting a weapon and the culprit, in that case the hero, bursting through the side. The movie featured Lance Henriksen's The Terminator co-star Arnold Schwarzenegger.
  • Nick Fury's gun flashes red. Maria Hill's flashes blue.
  • The design of the hovercar, with the rotating wheels providing propulsion, is the same from the 1989 film Back to the Future Part II.


  • Iron Man says that after sixty years HYDRA won't be taking over the world. However, they were shown to be a major part of World War II, which started in 1939, where they tried to take over the world. Assuming that the episode takes place in the year it was released, 2010, that would mean at least seventy years. Also, given their strong presence in the war, they probably were active for several years before even then. Making his mistake even worse, in the comics HYDRA actually dates back to ancient Egypt.
  • Iron Man's faceplate stretches to make his eyes squint, something solid pieces of metal could not do.
  • How did Pepper Potts know that HYDRA stole Stark's technology when Iron Man and JARVIS just realized it? There's no indication that JARVIS is in contact with her.
  • Five Mandroids drop down, but after the commercial break Iron Man is confronted by six.
  • Iron Man could have offered a warning to the Mandroids that could have eliminated much confusion.
  • The hole that Iron Man creates in the Helicarrier disappears after he enters.
  • The scythe shows up on the x-ray when he pulls it out but not before. So where was it while hiding? It's too large to just fit in his bones or in the implant.
  • The S.H.I.E.L.D. soldiers must be really bad shots. When he bursts through the x-ray machine, soldiers fire at an unmoving Grim Reaper from multiple angles at close range yet only his his scythe, which doesn't even provide that much cover.
Vault Agent Drained AEMH
  • Baron Strucker's first victim took almost no time to die, but Nick is absorbed for much longer and only has his hair turn grey.


  • Chronologically, this is the first episode of the series.
Anton Vanko Intro AEMH
  • First appearance of Iron Man, James Rhodes, Pepper Potts, JARVIS, HYDRA and all their technology, Grim Reaper, S.H.I.E.L.D., Maria Hill, Nick Fury, Mandroids, helicarrier, Stark Industries, Jimmy Woo, the Vault, Baron Strucker, Crimson Dynamo, MODOC, and Technovore.
  • In "Meet Captain America" the audience would learn that HYDRA was responsible for World War II.
  • First mention of the Hulkbusters. They would not be seen until the next episode, "Hulk Versus the World".
Maria Hill Intro AEMH
  • First full use of S.H.I.E.L.D.'s name. It is Strategic Homeland Intervention and Enforcement Logistics Division. It is slightly different than the one used in the Marvel Cinematic Universe.
Mandroid Armor AEMH


The episode is actually comprised of the micro-episodes "Iron Man is Born!", "HYDRA Lives!", "Behold, the Mandroids!", and "Nick Fury, Agent of S.H.I.E.L.D."

The episode debuted as a whole on October 24th, 2010, though each part was released individually. "Iron Man is Born!" aired online on September 22nd online, "HYDRA Lives!" on September 25th, "Behold the Mandroids!" on September 27th, and "Nick Fury, Agent of S.H.I.E.L.D." on September 30th. The first two aired as a mirco-episode on October 11th, the third on October 12th, with the last on October 13th.

James Rhodes AEMH

The episode contains several references to the two live action Iron Man films. Most notably that JARVIS is an artificial intelligence as in the films rather than the butler as in the comics and other media. Given the references throughout the series, it would most likely take place after the second Iron Man film, much in the same way that Spider-Man: The New Animated Series followed the first Spider-Man film.


"ShadowStar" of Marvel Animation Age didn't feel the episode worked as a whole, that it was better as separate pieces. He enjoyed Iron Man's banter with the HYDRA agents. Though he pointed out that the action was nothing like Justice League Unlimited and Iron Man's design took some getting used to. He didn't feel Eric Loomis was that great as Tony but did enjoy Lance Henriksen, Alex Desert, and Kari Wuhrer. He enjoyed the Grim Reaper escape in the Vault, feeling it made up for shortcomings earlier, and liked Fury's own action scenes. He did think that it teased enough for use in future episodes, such as Pepper, Rhodey, Grim Reaper, and Hill. "All in all, an interesting first episode which was not without twists and turns as Hydra’s true goal became clear. Most of it was set-up to fill the viewer in on what life is like for Iron Man and SHIELD prior to the formation of the Avengers, but it’s good set-up all the same. And it leaves you wondering what the other super-villain prisons have in store, as well as why the existence of the fourth one seems to be a closely guarded secret..."

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