This article is written from the Real World perspective Real World
The Ultron Imperative
Series The Avengers: Earth's Mightiest Heroes
Release Date April 7, 2011 (Australia)
June 5, 2011 (USA)
Episode Number 23
Writer Brandon Auman
Director Vinton Heuck
Frank Paur
54 images

Earth's mightiest heroes have little time to rest following the battle with Ultron that left Captain America critically injured and took the life of Thor. Ultron has returned and it still intends to bring peace to the world by destroying all life. But the countdown to doomsday begins when it takes control of the world's nuclear arsenal.


Somewhere in space high above the Earth, a signal beeps away.

A satellite passes over. The single green light on the hull suddenly turns red and more turn on.

Deep beneath the North Atlantic Ocean, a Russian submarine moves along the sea bed pinging it's sonar. Inside, a technician is surprised when all the controls turn red. The captain looks over the man's shoulder to see.

Ultron Takes China Base AEMH

In Northern China, Chinese guards protect a nuclear missile base. Inside, the guards are shocked when the controls turn red.

A stealth bomber flies high above the Arctic Circle. Their controls also turn red and the pilots look at each other in confusion.

In the N.O.R.A.D. Command Center in Colorado, a technician gasps as the controls change from the DEFCON alert to all red screens.

In the S.H.I.E.L.D. helicarrier floating above a lake, Jasper Sitwell informs Director Maria Hill that there is a problem. Alarms beep everywhere. He tells there that they are losing all their systems.

Ultron-6 Threatens Humanity AEMH

Suddenly their screens go red. Just then the main viewer changes to show the head of Ultron. It announces itself as Ultron-6 and that it was created by Doctor Henry Pym. Maria watches as it claims its mission is to bring peace and order to the world and is about to finish that mission. It will soon extinguish mankind.

Meanwhile at the Avengers Mansion, Wasp is in disbelief that Thor has died. She, Hawkeye, Black Panther, and Hulk stare down at Mjolnir and his helmet. The mystical enchantment shines across the weapon.

Avengers Watch Mjolnir Inscription Fade AEMH

She wonders if they should move Mjolnir and asks Hulk to do it. He replies that he could not. When she asks why, he responds that he is not Thor. He looks down to see the inscription fade away.

Wasp is still in disbelief that Hank would have anything to do with this. Hawkeye points out that her "boyfriend's" pet robot went nuts putting Captain America in the hospital and almost defeated the team. He claims that while they were lucky Thor was not.

Elsewhere, Hank puts an Ultron body in the incinerator destroying it completely. He too does not believe this is happening. Nearby, Tony Stark wonders how many others there are.

Hank reassures him this is the last of the Ultrons, every last one in the mansion. He claims that Prison 42 and the lab at Grayburn College are clear.

Hank Tony Watch Ultron-5 Remains AEMH

Hank walks over to the last remaining Ultron head wondering what went wrong since they were for peace and order. Tony claims it wasn't his fault and that he is equally guilty. He reminds him that he pushed for using Ultron as a weapon.

Hank replies that they were his responsibility and he allowed it to happen. He again wonders how he could have created something that would commit such violence and kill Thor.

Somewhere, Thor lies in a field under a tree. Vast mountains stretch into the sky beyond. He stares into the sky with a smile on is face.

Amora sits up next to him. She tells her love that this peace is why she saved him, so they could be alone at last. Thor wraps his arm around her and they lie down.

Amora Hypnotizes Thor AEMH

Just then he hears thunder rumbling. He looks around confused. She puts her glowing hand on his face and his eyes light up. She reassures him that they will be together forever.

Back at the mansion, Hank stands behind Tony at a desk. Tony explains that there was a series of upgrades to Ultron's CPU. He begins searching for a reason and pulls up schematics on Ultron-5.

Hank Used His Mind AEMH

Hank interrupts to explain that he used human brain patterns to create the machine and there are numerous things that could have gone wrong. He stops when he remembers that he used his own mind as the template. He realizes that his mind made Ultron go bad.

Tony counters that the first signs of deviation came after the invasion by Kang. He points out that Ultron did interface with Kang's technology.

As he searches the database, he realizes that this head isn't that of Ultron-5. Hank asks him to explain. Tony claims that this isn't the original body. The programming has been uploaded into it according to his data. He explains that Ultron has been transferring its intelligence into new several new bodies, and that it last did it an hour ago.

Hank realizes that was after they destroyed it. Tony wonders where the A.I. went to. Just then, their controls all go red.

Deep inside the mansion, the lights in the armory all turn red. The safes open up and the Iron Man armors turn red.

Across the city in Stark Tower, the armory there is quiet. Weapons fill the area hiding a new Ultron body. It's eyes suddenly glow red as it turns on.

Ultron-6 Escapes AEMH

It blasts its way outside and flies into the air.

Back in the mansion, Black Panther walks with Hulk, Hawkeye, and Wasp down a hall. Just then a wall explodes in on them. Wasp looks up through the dust to see the Hulkbuster Armor staring at them.

It swings a massive fist knocking back Hulk and Black Panther. Wasp is knocked aside in the wake.

Hawkeye fires an arrow, but it stops in midair just beyond the armor. He looks confused when Iron Man's Stealth Armor suddenly appears. He calls out to Stark, wondering what is going on.

Iron Armors Confront Avengers AEMH

However, the room suddenly explodes around them. As the dust clears, they find themselves surrounded by armors readying their repulsor beams at them that includes the Iron Man Armor Mark II, Silver Centurion Armor, and Nose Armor.

Wasp notes that this would be a lot of Iron Mans.

Then, Ultron's voice calls out from the smoke. The primary Iron Man armor stands there. It says that the Avengers tried to destroy it. Hawkeye realizes it is actually Ultron. The robot points out that they have failed.

Back aboard the helicarrier, Maria demands all the systems back. She then orders Sitwell to get her Stark.

Just then the door to the control room explodes. Maria runs to grab her pistol as Ultron emerges from the smoke. Agents stand and one readies a rifle.

Ultron then proceeds to repulsor blast the agents. Despite the agents' attack, they all fall one by one.

SHIELD Shoot Ultron AEMH

As Ultron approaches Maria, agents line the balcony and fire at the robot. Ultron turns and fires a beam from its mouth destroying the balcony and knocking the agents out. It is suddenly blasted from behind.

It turns to see Maria making a last stand. It slowly approaches, the pistol having no effect. She grabs the gun with both hands for better aiming. Ultron continues his advanced unhindered.

Eventually she backs into the console and a ricochet knocks the gun out of her hand. It gives her full name then notes that she knows things that is not in any computer on the planet: the codes for S.H.I.E.L.D.'s arsenal across the globe.

Maria vs Ultron AEMH

She defiantly stands up to him wondering if it thinks she will give them up. It retorts that it is not asking.

Back in the mansion, Hulk roars as the Hulkbuster punches him in the face. He races forward to battle it.

Wasp Dodges Nose Armor AEMH

Meanwhile, Wasp flies around attacking the Nose Armor. It reaches for her, but she flies away and it gives chase. She continues to dodge its repulsor beams. She turns and blasts it in the face. She flies around forcing it to stop before it chases her again.

Hawkeye dodges an explosion from the Mark II. He bounces off a wall and fires his arrows. One hits the hand beam, another in the eye, and the third in the chest beam. The armor begins to short circuit before the arrows exploded.

Black Panther Kicks Stealth Armor AEMH

Meanwhile, Black Panther leaps over the Silver Centurion to knock back the Stealth Armor. It looks and sees Black Panther standing over it readying his claws. The armor then turns invisible.

Black Panther turns around to see the Silver Centurion standing behind him. It fires a repulsor beam forcing Black Panther back.

Hulkbuster Slams Hulk AEMH

Hulkbuster slams Hulk into the wall. Hulk grabs the hand then twists it slamming the modular add-on into the wall. He leaps up to punch it. The armor flies back and Hawkeye sees it crash into a wall.

He fires an arrow knocking the Nose Armor down. Mark II and Silver Centurion turn to face him. He readies another arrow when Stealth appears behind him readying repulsors.

Stealth Behind Hawkeye AEMH

Wasp warns him and he dodges out of the way just in time. Hawkeye lands and readies an arrow. However, Stealth runs and disappears.

Black Panther changes vision modes in his helmet. He sees the thermal image of Stealth stopping behind Hawkeye. Black Panther launches off Nose and Silver Centurion and flies over Hawkeye to land on Stealth.

Stealth crashes down short circuiting while Black Panther crouches nearby. Nose approaches but Wasp fires at it. She radios Tony to inform him that Ultron has taken over all the armors.

In the lab, Tony types at the desk in the Grey Armor. Hank puts on his helmet offering to go with him. Tony puts on his helmet and orders him to stay to destroy all the Ultron pieces.

Ant-Man Iron Man Realize Ultron Plan AEMH

Ant-Man then receives a communication and informs Iron Man that the helicarrier is under attack. Iron Man wonders what Ultron would want with S.H.I.E.L.D.. Ant-Man notes what Ultron said before, it can only achieve peace by destroying humanity, and S.H.I.E.L.D. has that ability.

Back in the field, Thor and Amora continue lying together. He is suddenly awoken by the memories of himself in battle with a machine and Wasp calling out to him.

He sits up noting that this is not right. He claims he was in battle until there was a flash of light. Amora frowns, then raises her glowing hand and tells him not to be worried. She claims that the memories will go.

Thor Lifts Amora AEMH

As her hand nears his hand, he suddenly grabs her. He stands ordering her to return him to Midgard as he lifts her up. He drops her saying that if she does not she will see him angry.

She rubs her wrist claiming that she was trying to save him. He retorts that he wants neither her help nor affection. He warns that if she wants to fight then he will.

Amora Warns Thor of Danger AEMH

She warns that she could hurt and torture him, forcing him to stay. She readies her glowing hands. She goes on to say that if he loves Midgard so much than he can go die with it.

Back in the mansion, Hulk pounds Hulkbuster but is grabbed in its massive hand. It slams the jade giant into the ground. It then uses its other hand to fire a massive repulsor blast.

Wasp flies to it and begins firing. Though doing no damage, she succeeds in distracting it as it tracks her.

Hulk Watches Wasp Fight Hulkbuster AEMH

Hulk stands and leaps forward. He grabs Hulkbuster and flies up through the roof. Falling debris causes Nose to dodge. As the two heavyweights fall, Hulk bounds the armor.

The two crash to the ground and Hulk continues his onslaught. Hulkbuster's display shorts with each pound.

Black Panther Dodges Nose Armor AEMH

Black Panther runs and leaps to avoid the attack of Nose and Silver Centurion. He throws vibranium daggers that cut into Silver Centurion's shoulder. Nose fires its beams and flies forward.

Meanwhile, the primary armor picks up Hawkeye. He begs for help. As it prepares its repulsor, Iron Man in the Grey Armor crashes through the wall and tackles his advanced armor.

Iron Man flies across the room and slams his armor into the wall. He grabs it then slams it into the floor. He grabs the back slamming it into the wall once more. He orders Ultron out of his armor.

Iron Man Fights Armor AEMH

The armor turns to him saying that the armors and humanity are obsolete telling him to accept the inevitable. Iron Man disagrees and repulsors the armor. The armor falls over in a smoking heap.

Black Panther becomes trapped between Nose and Silver Centurion. As they approach, Iron Man blasts them both back. Black Panther looks over to see Hulk, Iron Man, and Wasp nearing.

Iron Man fires his repulsor knocking Stealth into a wall. Silver Centurion flies up but an arrow knocks it down. Hawkeye fires another one knocking it back as it is crashing.

Black Panther rubs his aching head when Hawkeye offers his hand. They stand and look around.

Wasp flies to Iron Man wondering what is going on since they supposedly destroyed Ultron. Iron Man thought they had. He informs them that the real Ultron is attacking the helicarrier and they need to stop it.

Hawkeye Orders Avengers AEMH

Hawkeye and Black Panther back up towards the group ready for more battle. The archer wonders what Ultron wants. Iron Man reminds him it wants to destroy all life on Earth. Hawkeye suddenly understands.

He tells Iron Man to take Hulk and Wasp to the helicarrier to stop it while he and Black Panther finish there. Iron Man starts to reason with him, but Hawkeye cuts him off ordering them to leave.

Hawkeye Is Dumb AEMH

Iron Man flies out the hole he made followed by Hulk and Wasp. The primary armor and Nose both stand up to face them. Silver Centurion rises behind them. Hawkeye sees Stealth stand.

Aboard the helicarrier, Maria throws a punch that Ultron easily grabs. It grabs her other hand then twists her wrists back forcing her onto the ground. She looks up and claims she will never tell it anything.

Ultron reminds her that her help is not necessary. It explains that the first thing it learned was to scan and replicate the human mind. Its chest opens up and three cables extend.

The cable grab onto her head and she cries out in pain. She stops when all she can see is data.

Suddenly, a repulsor cuts the cables and she drops. Ultron looks up and closes its chest. An enormous unibeam pushes it back. However, it fires its own repulsor to counter it.

Hulk Blocks Ultron-6 AEMH

When the beams end, it sees Iron Man and Wasp floating as she fires at it. Hulk lands and blocks the repulsor attack, doing no harm to him. The giant looks at him saying it will enjoy this and punches it for Thor.

Ultron flies back but engages an energy shield to softly land on the wall. It leaps down claiming that it cannot be defeated, but Hulk won't understand.

Hulk walks forward pounding his fist into his hand. He notes he smashed Ultron before and will do so again. Ultron replies that he will not.

Hulk reaches Ultron and growls as he towers over it. He raises his arms to smash, but suddenly Ultron raises its arm and begins absorbing energy. Hulk then transforms into Bruce Banner who falls to the ground.

Bruce Meets Ultron AEMH

Bruce looks on in horror as Ultron prepares a repulsor.

Iron Man flies up and tries to punch it. Ultron shields itself then blasts Iron Man back. Pieces of the armor fly off and he crashes to the ground. Iron Man lays there in his smoking armor staring at Ultron. His chest light dims.

He claims that there are more Avengers coming even if they are defeated. Ultron knows this is a lie, but claims that even if it were true he has what he needs.

Ultron Initiates Launch AEMH

Wasp helps Maria up, wondering what it means. Maria explains that Ultron has the missile codes for S.H.I.E.L.D.'s arsenal. The two women look back to see a map of the world come up. Locations all across the globe begin to glow.

A computer voice notes that Maria's codes have been accepted and missiles are ready for launch. Ultron flies over to the display.

Wasp is shocked that Ultron would launch a nuclear missile. Maria corrects her that it is launching every single one.

High above the Earth, the satellite continues on its orbit relaying signals across the globe.

Sub Launches Missiles AEMH

Beneath the ocean, the nuclear submarine cruises along the bottom. Suddenly, all the doors on the sub open up. Six nuclear missiles launch from the vessel. They break through to the surface and fly in different directions.

Deep in China, a missile launches from its tube. It flies over the mountains towards an unknown destination followed by another.

The spy plane drops a missile that races forward.

NORAD Sees Ultron AEMH

Meanwhile, the people in N.O.R.A.D. listen to the rantings of Ultron. It claims that humans are failures, accomplishing much given their capacity but being too selfish and weak to last. It explains that soon the world will not be safe for any biological organism.

It claims that men, women, children, plants, animals, fungi, and bacterias will be destroyed so that all life is cleansed from the planet. It explains that this is not just a threat but happening, and there is nothing anyone can do since it has already begun. The men watch helplessly as they see missiles fire all across the globe.

Ultron Watches Countdown AEMH

Back aboard the helicarrier, Iron Man, Wasp, and Maria continue firing at Ultron. Their combined efforts have no effect. With nine minutes and ten seconds left on the counter, Ultron points out that it will have no pleasure in this as it is merely the situation at hand.

In the mansion, Hawkeye dodges an attack then fires. The entire place is in flames. He misses as the primary armor flies above him to attack. Ultron continues to say that there must be peace and order.

The Nose Armor lies in shredded ruins as Black Panther runs towards Stealth. However, he is blasted back.

Ant-Man Builds Device AEMH

Down below in his lab, debris falls down as Ant-Man continues working on a device.

Meanwhile, Hawkeye flies backwards and crashes. He and Black Panther look up to see Stealth readying a repulsor while the primary armor floats behind it. Ultron's monologue ends with a farewell.

Just then, Stealth is hit with an electrical attack and explodes. As Hawkeye shields himself from debris he looks up amazed.

Thor Seeks Ultron AEMH

Above the room floats the God of Thunder, Thor, with electricity racing around him. He demands to know where Ultron is.

With just seven minutes and thirty-four seconds left, Iron Man tries to smash Ultron but is blocked by the shield. He tries to punch his way through. Ultron turns its head around and blasts him.

Wasp cries out to him as he screams out in pain. Ultron's blast starts to tear off pieces of the armor. It eventually stops and Iron Man looks at his battered and heated armor.

Ultron Rips Off Iron Man Arm AEMH

He tries another punch, but Ultron drops the shield and grabs his gauntlet before ripping it off.

Wasp claims they need to do something, and Maria agrees. Wasp fires some more while Maria throws a grenade. Ultron raises its shield protecting itself then fires from its mouth.

The two women try to flee but are caught in the blast. When the smoke dissipates they are both unconscious.

Iron Man calls out to them but Ultron grabs his helmet ripping it off. It grabs him by the chest and prepares to fire its mouth beam. Tony accepts his fate.

Mjolnir Hits Ultron AEMH

Just then Mjolnir knocks Ultron down so it crashes onto the floor. The hammer flies up shocking Tony. It returns to Thor who demands "words" with the robot. Ant-Man riding an ant, Hawkeye, and Black Panther follow him into the helicarrier.

The smoke clears revealing a heavily damaged Ultron. It claims that Thor was disintegrated and should not be there. It pulls its limbs back to its body. It then pops the hammer imprint out of its chest. It claims that the only way to solve this problem is to kill Thor again. It fires its mouth beam.

Thor vs Ultron-6 AEMH

Thor slams down Mjolnir blocking the attack. With six minutes left, Ultron rises from the ground. Thor then fires his own attack pushing back Ultron's. Ultron strengthens its attack proving they are too evenly matched.

Maria runs over to a console and begins typing. Tony removes the chest piece wondering if she can stop the missiles. Normally she could, and could even detonate the missiles without unleashing the warheads. However, she is locked out.

She looks up at the timer realizing that this could be the end. Tony reassures her that if Ultron locked her out then they will unlock her. As Avengers, they save the world.

As the battle rages behind the two, Wasp flies forward firing her beams. Hawkeye shoots an arrow while Black Panther tosses his daggers. Thor fires his electricity.

Ultron-6 Guns AEMH

All this fails to penetrate Ultron's shield. It then unleashes two cannons from its back and fires at them. Everyone dodges while Thor spins Mjolnir to protect himself.

Wasp points out that Ultron is not supposed to have guns. Ultron claims that this chassis was designed by Pym but modified by Stark. Hawkeye wonders if Hulk helped with its attitude.

He stands and fires an arrow. It releases an electrical pulse that disables the shield. Ultron notes that his shields are down then fires a pulse that knocks Hawkeye back.

With four minutes and thirty-seconds left, Thor slams Ultron out of the air. However, its smashed head reforms then fires at Thor knocking him back. He crashes through the glass and out into the air beyond.

While it fires, Black Panther leaps up and slams two daggers into Ultron's head. They explode and Black Panther falls in a smoking heap. Ultron looks down, its mouth offline.

Ultron Defeats Black Panther AEMH

As it floats down, Wasp moves to intercept it. She reminds it that it cannot hurt her. Ultron grabs her then brings her to its head. It claims that the flaw from Ultron-5 has been corrected in this new model.

Ant-Man Confronts Ultron-6 AEMH

Suddenly Ant-Man flies up. It fires from its eyes claiming that Doctor Pym is just as weak and illogical as everyone else. Ant-Man dodges the attack then flies into Ultron's mouth.

As Wasp calls out to him, Thor appears and slices off Ultron's arm. Wasp flies out of the separated limb. Thor claims he will end this and smashes Ultron again.

Ant-Man Sees Ultron Core AEMH

Ant-Man flies inside Ultron's body down a passage carrying his device making his way to the central core. He stares at the sparkling device.

Even without an arm, Ultron charges his other repulsor and leaps forward. Thor brings down Mjolnir, but Ultron's attack counters it. It then pushes the Thunderer back.

The timer counts down to three minutes and eleven seconds.

Maria Running Out of Time AEMH

As Maria fires, she tells Tony that they are running out of time. He claims that he can access the missiles' programming but cannot send the detonation command. He needs to override Ultron's control. The screen fills with messages that the detonation command has been denied. Maria wonders if he can succeed in three minutes.

Inside Ultron, Ant-Man types away at his device. A voice says that the upload is nearly complete. Just then Ultron announces that he knows its creator is in there. It claims that if this body is defeated it will simply find another. Ant-Man continues on knowing that.

Outside, Ultron knocks Mjolnir out of Thor's hand then kicks him in the stomach. As he recovers Ultron punches him across the face.

Tony Frustrated Denied Access AEMH

Meanwhile, Tony is getting frustrated as he is still denied access. With one minute and forty-eight seconds left, Maria continues firing.

Nuclear Missiles Over NYC AEMH

Citizens on the streets of New York City look up to see three missiles coming towards them.

Inside, Ultron wonders what Ant-Man is doing. It claims that no virus can stop it.

Outside, Ultron punches Thor as he reaches for Mjolnir. It grabs him and lifts him up.

Inside, Ant-Man claims that this is not a virus but logic. He continues typing until his computer tells him that the upload is complete. He tells his creation farewell.

Ant-Man Reprograms Ultron-6 AEMH

The core suddenly begins glowing brighter.

Outside, Thor continues to struggle while Wasp fires at it. Suddenly its eyes turn from red to blue. It drops Thor.

Ultron-6 Deactivates AEMH

Ultron's eyes suddenly turns off as it powers down.

The Avengers stare at the robot with seventeen seconds left. Maria lowers her gun and questions Tony.

He struggles to get in with just nine seconds left. He continues typing then presses a button. At two seconds the missiles stop.

Missiles Crash Into Harbor AEMH

High above the skies, three missiles suddenly lose power and blow up. The debris falls into New York Harbor.

In London, England, three more missiles detonate high over Big Ben and the Underground.

NORAD Celebrates AEMH

In N.O.R.A.D., the screens show the missiles disappearing. All the red launch sites return to green causing the people to cheer. A screen indicates that the detonations were complete.

Maria and Tony walk over to Thor staring at the robot. Black Panther and Hawkeye carry Bruce to it.

Ant-Man flies out and returns to normal size. Thor congratulates him on victory and claims the plan was good. Hawkeye just then learns that there was a plan.

Ant-Man Explains Reprogramming AEMH

Ant-Man explains that during the fighting at the mansion he realized a problem with Ultron. Since it was based on a human mind, Ultron itself was flawed and could not exist in the world it wanted to create.

Wasp returns to normal size and hugs him congratulating him for saving the world. Maria interrupts pointing out that Ultron was his creation and he put the world in danger.

Ant-Man Leaves Avengers Again AEMH

Tony starts to stop him, but Ant-Man reluctantly agrees. He then walks out of the room.

Back at the mansion, Tony wonders about Enchantress returning Thor to Earth as the Asgardian stares into the fireplace. Thor explains that while she was upset she told him that returning to Midgard would be a fate worse than death.

Thor Explains Amora Warning AEMH

Thor worries that as bad as Ultron was something worse may be coming. Tony follows his gaze into the blazing logs.


"Director Hill, we've got a problem. We're losing all systems. Something is..."

-Jasper Sitwell

"I am Ultron-6. A cybernetic intelligence created by Doctor Henry Pym. My imperative is to bring peace and order to this world. I am about to fulfill that imperative. For the extinction of humanity begins now."

-Ultron-6, first lines

"This can't be happening. I can't believe he's gone. That Thor is gone. Should...Should we move his hammer? Hulk, maybe..."
"Can't move it, can't even pick it up."
"Wh-why not?"
"Because I'm not Thor."

-Wasp and Hulk


-Mjolnir inscription

"How could this happen? I can't believe that Hank..."
"What, you can't believe that your boyfriend's pet robot went nuts? That it put Captain America in the hospital and almost took down the whole team? We were lucky. Thor wasn't."

-Wasp and Hawkeye

"I can't believe this is happening."

-Hank Pym

"I just don't understand what went wrong. Ultron was supposed to be a force for peace. For order."
"Hank, this isn't your fault. I was just as responsible. I pushed using Ultron as a weapon from the start."

-Hank Pym and Tony Stark

"Oh, this is why I saved you, my love. This is all I ever wanted. The two of us, alone. Rulers of our own world. We will be together. Forever."


"Tony, I mapped human brain patters onto a machine. Any one of a million things could have gone wrong. I-it's a completely new...It's me. I used my own brain waves as a template. A starting point to create Ultron. My mind made it go bad."

-Hank Pym

"You attempted to destroy me, Avengers."
"You failed."

-Ultron-6 and Hawkeye

"Maria Christina Hill, director of S.H.I.E.L.D.. You are in possession of information not contained in any database on the planet. The security codes for the worldwide S.H.I.E.L.D. arsenal."
"And you think I'm gonna hand them over to you?"
"You misunderstand. I am not asking."

-Ultron-6 and Maria Hill

"Why would Ultron attack S.H.I.E.L.D.?"
"His programming. What he said before. The only way he can achieve his goals is through the extinction of humanity. S.H.I.E.L.D. has the ability to do that."

-Iron Man and Ant-Man

"This...This is not right."
"My love?"
"I...I was in battle. There was a flash of light."
"Do not be troubled, Thor. Such memories will go..."
[Grabs Amora] "You will return me to Midgard now, witch, or by Odin you will know my fury."
"I am trying to save you, fool."
"I do not want your help or your affection. But if you wish to fight me, I will oblige you."
"I could hurt you. Torture you. Force you to stay. But if you love your precious Midgard so much, then you can go die with it."

-Thor and Enchantress

"Get outta my suit!"
"Your armor, like all of humanity, is obsolete. Accept your end."
"Yeah, I don't think so."

-Iron Man and Ultron-6

"Yeah, I know. I'm dumb."


"Never! I'll never tell you!"
"As I said, your compliance is unnecessary."

-Maria Hill and Ultron-6

"Gonna enjoy this, robot. This is for Thor!"


"I cannot be defeated, monster. But I do not expect you to understand that."
"I smashed you before, I'll smash you again."
"No, you will not."

-Ultron-6 and Hulk

"Even if you take us down, there are more Avengers on their way."
"You are lying, but that is inconsequential. I have what I need."

-Iron Man and Ultron-6

"Director Maria Hill, security codes accepted. Nuclear missile launch in progress."

-S.H.I.E.L.D. Computer

"He's firing a nuclear missile!?"
"No. Not a missile. All of them."

-Wasp and Maria Hil

"Humanity has failed as a species. You have accomplished much with your limited capacity. But ultimately you were too greedy and too frail to ever last in the environment you have created. Soon the Earth will no longer be inhabitable for any biological organism. Man, woman, child, plant, animal, fungus, or bacterium. All life will cease to exist. This is not a threat. There is nothing you can do to stop it. The process has already begun. I receive no pleasure in this, it is simply the only solution. There must be peace and order. The end of all life on Earth will ensure that. Good bye."


"No way!"

-Hawkeye seeing Thor

"Where. Is. Ultron!?"


"Ultron, we would have words with thee."
"Error. Contradictory data. The entity known as Thor was disintegrated. Solution: Resolve contradiction."

-Thor and Ultron-6

"This is it, isn't it?"

-Maria Hill

"That's what the Avengers do. We save the world."

-Tony Stark

"Hey! You're not supposed to have guns. Hank didn't put those in you."
"This chassis was designed by Henry Pym, and modified by Tony Stark."
"That's just perfect. What'd Hulk contribute, your bad attitude?"

-Wasp, Ultron-6, and Hawkeye

"Back off. You can't hurt me."
"False, you are refering to the flaw in Ultron-5's programming. I am Ultron-6, the flaw has been corrected."

-Wasp and Ultron-6

"Now we end this, machine."


"You must know that if this body is destroyed, I will simply upload into another."
"I know."

-Ultron-6 and Ant-Man

"What do you hope to accomplish here? No virus can stop me."
"It's not a virus. It's logic."

-Ultron-6, last lines and Ant-Man

"Good bye, Ultron."


"Victory is yours, Ant-Man. Your plan was sound."
"Wait, we had a plan?"

-Thor and Hawkeye

"During the fighting at the mansion, I realized there was a flaw in Ultron's logic. Because his programming is based on the human mind, he himself is as flawed as us and therefore part of the problem. Ultron couldn't exist in his own imperative."


"Hank, you did it! You saved the world. With science, even."
"It's because of him that the world was in danger in the first place. Ultron was his machine."
"Look, Maria..."
"No, she's right."

-Wasp, Maria Hill, Tony Stark, and Ant-Man

"She just returned you to Earth?"
"Aye, the Enchantress's fury was great. But she told me that sending me back to Midgard was a fate worse than death. I fear that as dangerous as Ultron was, something worse is coming."

-Tony Stark and Thor


  • The people in N.O.R.A.D. are watching Monument Valley, video of a satellite, map of Great Britain and some of Europe, Brooklyn Bridge, satellite image of some area with rivers, and a map of Eastern United States of America.
  • It is unlikely that an ancient Asgardian weapon would have an inscription in modern English. It is likely that the inscription changes so anyone viewing it can read it.
  • In the comics, both Captain America and Hulk have lifted Mjolnir.
  • Ultron attacks, and possibly kills, fourteen shown S.H.I.E.L.D. agents including Sitwell.
Maria Matrix AEMH


  • The people in N.O.R.A.D. react to Ultron's control before anything happens.
  • Nothing in the last episode shows Captain America being seriously injured requiring a hospital visit.
  • Unless the helicarrier is flying in circles above the lake, the shot of the helicarrier when Ultron takes control and when Hill demands the systems back are the same.
  • The agents fire at Ultron with Maria Hill in the line of fire. Worse, Ultron is only hit a few times meaning most of the machine gun fire are straying.
  • When Hawkeye hits the Nose Armor and the others turn to him, Black Panther does nothing while they are distracted. Nor does he warn Hawkeye of the Stealth armor when he should have seen before Wasp.
  • Hank puts on his helmet without the mask, yet in the next shot the mask is on.
  • Following Ultron's initial attack, all the bodies disappear from the control room.
  • Following Hulk's transformation, Iron Man rises from nowhere with no room for him to have been between the floor and Bruce.
Map US Nuclear Missile Sites AEMH
  • When taking control of the nuclear arsenal, the map of Eastern United States is wrong in several ways.
    • It has different colors for the Great Lakes but not for the Atlantic Ocean.
    • It fails to show Canada.
    • It makes the area between Michigan and Massachusetts appear very skinny. Worse considering that the map shown at the beginning is the proper proportions.
  • The timer to detonation is definitely not in real time. The ten minute timer starts at the 14:00 minute mark and ends with 0:02 at the 20:30 mark for a real time count of 6:30.
  • N.O.R.A.D. has the word "DEFCON" on its screens without a number. DEFCON is an alert system using numbers 1 through 5. The word is meaningless without a number.
  • No explanation as to how Mjolnir fixed its crack.
  • Hawkeye really should have started with the shield stopping arrow.
  • When Ultron grabs Wasp is the only time that the red bubbles in Ultron's mouth are visible from the side.
  • Even at insect size, Ant-Man would be too big to fit inside Ultron's circuits. Especially at the relative size they are shown.
  • Despite the powerful blows, Ant-Man is completely unaffected by any of Ultron's battle with Thor.
  • Ultron should have no need of a speaker inside its body.
  • Sending three missiles to one place is not only overkill but a waste of a missile for something that wants to destroy the entire planet.
  • Given the speed of missiles, they are far too close to New York City to be 1:49 to detonation.
  • When Ultron powers down, the timer says 00:00:118. The animators left an extra 1 in.


Jasper Sitwell Last Shot AEMH
  • Last appearance of Jasper Sitwell, possibly killed by Ultron during its attack.
  • Maria Hill next appears in "Alone Against A.I.M."
  • Last appearance of Ultron-6.
  • Ultron next apears in "Behold...The Vision".


The episode is loosely based on Avengers #66, #67, and #68. That story arc saw Vision, already an Avenger, being taken over and controlled by Ultron to recreate its body with adamantium, also the basis for "Behold...The Vision". Once recreated, it tried to use a nuclear explosion to destroy New York.

Thor Has Words With Ultron AEMH

Thor's opening line to Ultron is a fan-favorite coming from Avengers #22.

The method of beating Ultron comes from The Mighty Avengers #6. In the issue, Ares shrinks down and enters the Ultron-possessed-Iron Man to destroy him using a virus.


Main Actor Role(s)
Chris Cox Hawkeye/Clint Barton
Colleen O'Shaughnessey Wasp/Janet Van Dyne
Eric Loomis Iron Man/Tony Stark
Fred Tatasciore Hulk
Comm Officer
Kari Wahlgren Enchantress
Kari Wurhrer Maria Hill
Rick Wasserman Thor
Tom Kane Ultron
Jasper Sitwell
Wally Wingert Ant-Man/Giant Man/Hank Pym
James Mathis III (Uncredited) Black Panther/T'Challa


Silver Centurion AEMH

"RoyalRubble" of Marvel Animation Age cited Ultron's speeches and its replies to the Avengers as the highlight of the episode. He liked the way the characters were presented following the first battle with Ultron and where each one was at. He enjoyed that Hulk would fight for Thor as well as Wasp's line to Ant-Man about saving the world. He felt there were lots of interesting moments between all the fighting and drama. He liked seeing the various Iron Man armors and their relative powers. "Overall, this was a great episode and an amazing way to finish the Ultron arc, which was present throughout most of the series. There is obviously a chance that Ultron will return in future episode, though. The way this episode ended with Thor mentioning that something worse than Ultron is about to happen, most likely foreshadows Loki's plans coming together. Looking forward to that."

The episode has a 9.5 on and 8.1 on the Internet Movie Database.

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