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Series The Avengers: Earth's Mightiest Heroes
Release Date April 6, 2011 (Australia)
May 29, 2011 (USA)
Episode Number 22
Writer Brandon Auman
Director Sebastian Montes
Frank Paur
47 images

The violent adventures of the Avengers become too much for Hank Pym who decides to quit the team once and for all. However, the team uncovers strange happenings when they investigate the motives of their enemies. But when the mansion's own computer systems turn against the team, they discover the dark truth to be within the team itself.


In New York City, the citizens flee the subway screaming.

Down below, the Avengers members Captain America, Wasp, Iron Man, Hawkeye, and Thor face off against the Serpent Society comprised of Anaconda, Bushmaster, King Cobra, Rattler, and Death Adder. Cobra and Bushmaster both have hostages.

Master of Quick Wit and Sarcasm

Cobra orders them to surrender. Iron Man agrees ordering them to stand down. He tells Captain America to give the villains the keys to the Quinjet. When Captain America asks if he is serious, Iron Man replies he is not and orders them all to pick their target.

Iron Man prepares a missile. Thor readies Mjolnir and charges it while Hawkeye readies his bow with arrow. On the other side, Adder extends his claws. Rattler shakes his tail and roars.

Interrupting the battle

Iron Man aims the arm-mounted missile when Ant-Man suddenly appears begging Iron Man to stop. He addresses both teams asking them to calm down. He informs the Avengers that Cobra and most of the Society were patients of his in the Big House. He begs to be allowed to talk to them. Tony orders him to move.

Ant-Man asks that Cobra, addressing him by his real name of Klaus, let the hostages go. He argues that no one has to be hurt and they can all win.

Cobra tightens his grip on the female hostage informing the Avengers that they already lost. He reveals that Madame Viper is on her way there now with the full force of HYDRA coming.

Hawkeye retorts that Madame Viper is in a S.H.I.E.L.D. holding cell and HYDRA was just defeated by them. Iron Man agrees that the Society won't be getting help. Cobra believes it to be a trick.

Iron Man once again orders Ant-Man to move. Wasp flies next to their leader reiterating he needs to get out of there.

Always looking for peaceful solutions

Ant-Man retracts his helmet and again addresses them. He offers to give himself in place of the hostages so they can work this out. Cobra believes they are all lying to him. He orders Adder to attack.

Adder moves towards Ant-Man and Hawkeye pushes him out of the way. However, Hawkeye is knocked back by Adder's tale. Ant-Man sits there stunned as the Society attacks. They drop the hostages and Cobra's snake tail transforms into normal human legs. The team sprints forward.

Anaconda rushes forward carrying a subway car. Thor is forced to drop Adder as the car slams into him. He forces him back into another car before both explode. Thor flies through the smoke and slams Anaconda back.

Surprise for Hawkeye

Meanwhile, Ant-Man is tending to Hawkeye. He tells the archer to take it easy since he got hit hard. Hawkeye reminds him he was protecting him and orders him to help stop the Society. Just then a large tail wraps around Hawkeye's neck and drags him into a manhole. Ant-Man hears him splash down below.

Ant-Man runs to the manhole to look down but sees an energy blast above him. He turns to see Rattler blasting at Captain America, who is protected by his shield.

While distracted, Bushmaster slithers around a wall to attack from behind. Just as he sees the villain, Iron Man blasts Bushmaster with his repulsors.

Iron Man tracks Bushmaster and continues firing, but his opponent is too quick. Bushmaster leaps up and wraps around the armored Avenger to slam him into the ground. Iron Man looks up, his suit sparking as Bushmaster squeezes him. Bushmaster appears and extends blades from his arms to attack.

Bushmaster is disarmed

Just then, Captain America's shield cuts off one arm then circles back to slice off the other. He catches it as Rattler lies defeated at his feet. Unfortunately, he looks up to see Bushmaster coming at him with jaws wide open. He swallows Captain America down to his waste.

Meanwhile, Wasp flies around Cobra using her energy blasts. Cobra attacks with energy gauntlets but keeps missing his miniature opponent. He slams his fist into a wall allowing Wasp to kick him across the face. Cobra goes down hard as she reaches full size.

Hulk's not the only one with anger issues

Just then she is blasted back by Rattler, slamming into a wall and falling down. Ant-Man watches growing angry, his eyes filling with energy.

Rattler turns around smiling, until he sees Ant-Man's gigantic fist slamming him into the side. He returns to normal size.

Cobra attempts to escape. Iron Man spots him and readies a missile. However, Ant-Man steps between them and dons his helmet. Cobra looks down to see an enormous swarm climbing up his legs.

He freaks out and flees down the tunnel with Anaconda and Rattler fleeing with him. Adder pops out of another manhole but is dragged down by Hawkeye who then comes up.

Ant-Man watches the darkened tunnel as the other Avengers come up behind him. Captain America expresses that they should have done better. Hawkeye agrees then holds his injured shoulder.

Getting an earful from the team

Iron Man approaches Ant-Man wondering what he was thinking. He reminds his comrade that they were trying to defeat the enemy, not have tea with them. Wasp flies down in front of him pointing out that they were just supervillains who should be punched. Thor agrees with him teammates that they were animals who respond only to violence.

Enough is enough

Ant-Man tells them that he quits and shrinks down. The Avengers look to where he stood, only Wasp seems surprised.

That night at the Avengers Mansion, Hank stares into his Ant-Man helmet lamenting that he never wanted a life of constant violence. He packs it in a box wondering what better solution there is. The last remaining Ultron unit, Ultron-5, stands behind him.

Same dream, different visions

Hank notes that while humanity has come so far it is still wasting its promise. Ultron pipes up saying that humanity is flawed and filled with chaos and violence they will never overcome. Hank walks over putting his hand on its shoulder agreeing. Ultron's eyes glow brighter. He notes that this is not the peace and order he designed Ultron for and walks away.

Once alone, Ultron agrees that it is not.

Thor and Iron Man stand in the conference room. Iron Man speaks over the phone ordering Hawkeye to let Jane Foster check him out since she is a paramedic and Thor's friend. When the archer claims he is alright, Iron Man tells Captain America to force Hawkeye if he needs or wants to.

Thor claims that Hawkeye has the spirit of a true warrior. Iron Man agrees he is something then asks JARVIS to bring up all knowledge of the Serpent Society. The A.I. brings up profiles of the team.

Wasp flies in wondering what they are going to do about Hank. Iron Man replies that he is an adult and free to do as he wants. She points out that he is a founding member of the team and they should do something. Iron Man retorts that Hank is a scientist and pacifist who never liked their lifestyle only joined to be with her.

Thor knows better than to anger that woman

Wasp flies away saying that he won't do anything then she will. After she is gone, Thor comments that he should never make her angry, to which Iron Man agrees.

Going back to the Serpent Society, he points out that Cobra said something about Madame Viper sending a message. He wonders if she did not send it then who did. He reasons that it could have been faked. An enormous column of information appears on the table.

Thor looks at the data and comments about technology. Iron Man wonders if he is going to give him trouble after all they've been through. Thor apologizes saying that was not what he meant. Iron Man notes that this may be Thor's first apology.

Thor reminds his ally that he has been barred from Asgard and nothing he has tried and penetrated the magical barrier. He reluctantly asks for Iron Man's help in getting back to Asgard. Iron Man smiles trying not to enjoy this too much. He agrees to help.

Hulk got angry

Just then a force bashes the door in. Iron Man looks to the door to see a large dent, just as another bang knocks the doors inwards. Hulk and Black Panther stand there holding four unconscious apes.

The two slide the four over to the table. Hulk says they were called the Super Apes, but they weren't so super. Iron Man wonders why he bashed in the door when they open on their own? Thor congratulates Hulk, noting how many monkeys they face in combat.

The Avengers find an odd coincidence

Black Panther steps forward saying that they intercepted Red Ghost attacking the Fantastic Four. He continues to say that the Four were not home, and Iron Man sarcastically replies how shocking that is. Black Panther points out that they had schematics and security codes to enter the Baxter Building, receiving them in an anonymous transmission.

Iron Man points out that this was too big of a coincidence. Black Panther agrees.

Wasp flies towards Hank's lab. She enters and sees him at his desk typing. Ultron stands there motionless, wires plugged into its chest.

Avoiding the woman he loves

Wasp claims that he cannot quit, but Hank reiterates that he already has. She asks him to take it back. Hank replies that he hoped the Avengers would be better than S.H.I.E.L.D. but is not. Both groups are just part of a system of violence he wants no part of. Wasp leans against his chair pointing out that they saved the world. Hank brushes her off saying that while they have there should be a better way.

Ultron then looks over its shoulder at its creator.

Thor and Iron Man are alone in the conference room looking at the data. Iron Man suddenly tells JARVIS to stop and back up. He points out data showing that the message Red Ghost got was from them, from inside the mansion. He begins to order JARVIS when a piercingly loud alarm blares.

She doesn't realize the half of it

Back in the lab, Wasp is trying to explain herself when she notices Ultron looking at her. She covers its face wanting Hank to stop playing with the "creepy robot." Hank swivels in his chair to say that Ultron's purpose was to rehabilitate villains. He joined the Avengers to help people, including the bad guys.

He wonders if Wasp likes the fighting and enjoys the madness. Wasp replies that the Avengers mean a lot to her, and thought it meant something to him. She turns and walks out.

Hank stands, putting an arm on Ultron's shoulder. He sighs and wonders if it is the only thing that understands him.

Something is not right with his robot

Just then, Ultron turns to him. Hank is shocked when its eyes glow red and blasts him.

Outside, Wasp hears the blast. She runs back in to see Hank crumpled in a pile of boxes. She shrinks and flies to him. She looks around not noticing Ultron behind her.

Now a villain

When she does turn around it reaches down for her. She can do nothing but scream.

In the conference room, Iron Man pulls out the keyboard from the console. He pulls out an interface tool and plugs in. As he's looking Thor wonders if he is vexed. Iron Man reassures him that the building's systems are fine, just that there is some static.

Just then his heads up display goes dark. He starts to ask JARVIS for something when he is cut off. Thor watches him stand and say that something is wrong, but suddenly freezes.

A friend attack

Thor approaches asking if something he wrong. He waves his hand in front of his eyes and gets no response. He grabs the helmet trying to offer assistance when the unibeam suddenly glows blasting him back.

Down in the hanger, the Super Apes are sealed in containers. Hulk carries two aboard Quinjet One while Black Panther types on his pad. They both stop when they notice the lights flicker. Hulk claims they are cheap lights. Black Panther corrects him that they are under attack.

Hulk continues up the ramp saying that no one would be dumb enough to attack them there, not after what they did to the Masters of Evil.

As he boards, the Quinjet seals up and takes off. Black Panther runs to the edge to watch it go. The aircraft dives down into the tunnel and the water closes behind it.

Overwhelming firepower

He looks up to see the second Quinjet preparing to attack. He runs away as it opens fire.

The first Quinjet races down the tunnel as Hulk screams at the control. He then emerges in the New York Harbor. It begins spiraling as it shoots into the sky.

Meanwhile in the training room, the doors open allowing Hawkeye, Captain America, and Jane in. She complains about how immature Hawkeye is being. He walks to the center stretching his arm. Captain America tells him to let her examine him. He wonders if the two are the team's den mothers. He claims that while Thor needs a nurse, he does not.

None of them notice guns moving into position to target Hawkeye.

Captain America does notice the doors suddenly closing. He runs to them but they close before he reaches them. As they lock, he points out they are in trouble.

Not knowing what he's talking about, Hawkeye agrees. He stops when Ultron's voice comes over the speakers saying that the safety protocols have been disengaged. Hawkeye notes that the voice was not JARVIS.

Not a good sign

Jane wonders about the safety when the training room comes alive around them. Suddenly two cylinders fire missiles at them. Captain America grabs Jane and protects her from missile blasts. lasers shoot all around them.

Hawkeye finds himself on a rising platform. He leaps down before it slams against the ceiling. The platform opens doors all around it revealing cannons that begin firing lasers. Hawkeye readies his bow and leaps out of the way.

Elsewhere, Wasp wakes up in a strange energy bubble in the middle of a large round room. Remnants of the other Ultron robots lie around them. She calls out to Hank but there is no one around. Ultron descends down while suspended from cables.

Like a rat in a trap

It claims that no one can hear her. She threatens that if it did anything to Hank she would hurt it. Ultron lands and readies its arm mounted laser. She stops and protects herself.

However, the laser does not fire. Ultron walks to her, readies it again, and still it does not fire. She wonders what it is doing. It walks away and she orders it to let her go and shut down. When that fails she reasons that it was supposed to help them.

Alas, poor Ultron-4

Ultron sits down in its command chair and pulls up a holographic display. It says it is helping them. Because its programming is to create peace and order, it must eliminate chaos such as humans. It picks up another Ultron's head and stares into it. However, it finds it cannot kill Wasp and is attempting to fix that flaw.

Meanwhile, Iron Man fires both of his repulsors at Thor. The Asgardian dodges and leaps up to fly. Iron Man blasts him but Thor blocks it. Iron Man stops and Thor swings Mjolnir to charge electricity.

Two Avengers fight

Inside the armor, Tony pleads with JARVIS to open the faceplate and access communications. He sees Thor charging and calls out to him in vain.

Thor throws Mjolnir slamming Iron Man into the ground. He stands and lifts Mjolnir off his friend-turned-enemy. Tony watches through a static-filled display as Thor wonders why he as turned on him. Tony calls out and Thor barely hears that the armor as turned on Tony.

However, the repulsors blast anyways. Thor dodges then picks up Iron Man and throws him. Thor flies the two of them through the roof into the sky beyond.

In the hanger, Black Panther uses his vibranium weapon to slice a piece of metal. The resulting damage destroys the attacking Quinjet.

In the training room, a camera focuses on Hawkeye. A blast rocks the area near him and he leaps back. He runs around the center column as it fires at the three of them.

Protector of the innocent

Captain America's shield returns to him just in time to save himself and Jane from an explosion. She wonders if they can shut it down. Captain America calls out to Hawkeye reasoning that there must be something controlling the room.

A camera focuses on the archer. Hawkeye sees the camera and fires a double-headed drill arrow at it. This destroys the top of the column revealing the central core.

Captain America throws his shield, bouncing it off the walls, and it wedges into the core. Everything stops and the room powers down. As the column lowers, Jane breathes a sigh of relief. She says that Hawkeye's arm is probably fine.

Hawkeye looks over at the door as three cuts are made. Black Panther kicks in the damaged door and says that the computer systems are compromised. Hawkeye sarcastically agrees.

High above the city sky, a thunderstorm rages. Iron Man fires his repulsors and dodges a bolt of lightning. Iron Man fires his unibeam and Thor protects himself with Mjolnir though he is forced back.

Tony watches through the static when it suddenly clears. He orders Thor to short circuit his entire system by giving him everything he's got. Thor refuses fearing that Tony would not survive. However, Tony tells him to once again.

The power of a God

Thor swings Mjolnir charging it and fires a mighty blast. It hits Iron Man who screams in pain. Eventually the blast subsides and the suit powers down falling.

Thor follows and catches Iron Man just before he crashes. He sets Iron Man down and his faceplate moves up. As the armor smokes, Tony cries out in pain.

He opens a hatch in his arm and accesses the command codes. Thor lands next to him and Tony says that he knows where the new codes came from. He looks back at the mansion. He stands and claims that it was Ultron.

Back in the mansion, Ultron notes that the training room, Quinjet, and Iron Man armor are all offline. Wasp threatens Ultron that the Avengers will soon arrive to send it to the scrap heap.

Losing ground

Ultron walks over to Wasp. It reveals that Radioactive Man, the Serpent Society, and Red Ghost were all manipulated by it so that the Avengers would be preoccupied. It states it was upgrading its programming and weapons. It then threatens that while it cannot kill her it can kill the others.

Thor, Black Panther, Hawkeye, Captain America, and the de-armored Tony arrive in the room. Ultron leaps up towards Ultron. He readies Mjolnir to attack and calls out.

Making his way to Valhalla

Wasp calls out to him to stop. However, Ultron fires a mighty blast from its mouth. It engulfs the Asgardian and he screams out in pain.

Losing one of their own

The Avengers watch as Thor disappears. The only thing that remains is Mjolnir, which is cracked, that falls to the ground.

Elsewhere, Tony uses a defibrillator to revive Hank. He sits up suddenly and grasps his sides in pain, wondering what happened. With no time to explain, Tony demands to know how to defeat Ultron.

Hank remembers that Ultron attacked him. Tony reveals he was in a kind of coma. Hank realizes it was the non-lethal Encephalo Ray he installed. He reasons that some of Ultron's safety protocols are still working.

Tony says that they are not, and reveals that Thor is gone. Hank becomes determined and asks where Ultron is.

Back in the other room, Captain America's shield flies alongside Hawkeye's arrows. However, Ultron blasts the arrows apart then dodges the shield.

Not strong enough

Black Panther leaps at the robot, but it grabs him by the head and shocks him saying that the Avengers' defeat is near. It drops Black Panther when the shield hits it in the head.

It looks over and sees Captain America grabbing the shield. He swears to make Ultron pay. However, he is blasted back by Ultron's energy beam. He slams into the wall and falls.

Wasp can only look on in horror.

Hawkeye readies another arrow, but Ultron quickly turns and blasts at both him and Black Panther. The two heroes dodge just before the blast.

Ultron turns to Captain America claiming to know all their weaknesses and everything else about them. Wasp's eyes begin glowing as she says it doesn't know everything about her.

Ultron looks at her and sees her wings disappear. She suddenly grows to gigantic proportions and breaks out of the cell. Ultron backs up as she looms over it.

Turning the tables

She slams Ultron down into the ground. Wasp appears in pain and shrinks down.

Hawkeye and Black Panther slowly approach the debris that fell on Ultron when they hear a rumbling. Ultron stands easily tossing aside the debris. It fires its arm mounted cannons at the two who flee.

Hawkeye is hit and Ultron approaches him. Wasp flies between them ordering it to stop. She reasons that this is not what Hank wanted. She returns to normal size to reiterate that Hank programmed it not to hurt her, which should tell it something.

Ultron reasons that Hank is just another flawed human. It agrees that it cannot hurt Wasp, not yet. It argues that it does not need to hurt her to stop her.

Hawkeye walks up behind her as Ultron's eyes glow. It fires beams at them and the two flee. Captain America throws his shield, but Ultron easily catches it.

Discovering the secret to invincibility

Ultron looks at the shield to scan it. It argues that the only way to attain peace is by killing those who do war. It analyzes the shield and zooms in on it. Ultron states soon it will be unstoppable.

High above the Earth, the other Quinjet flies into space eventually exploding. Hulk flies out of the destroyed aircraft holding the two Super Apes prisoners.

Hulk can stand the heat

Together, the three of them enter Earth's atmosphere. Hulk screams as he endures the heat of reentry.

Meanwhile, Black Panther swipes the shield out of Ultron's hands. Ultron swings at him and Black Panther dodges, but is grabbed by the other arm.

Hawkeye fires a bow that attaches to Ultron's chest. It explodes though Ultron fires through the smoke. The attack hits Ultron and he is forced back. Captain America watches then quickly protects himself as another blast hits him.

Ultron emerges from the smoke and continues blasting. Captain America blocks two more attacks before losing the shield. Ultron readies its arm cannon and fires knocking Captain America down.

Neither can destroy the other

Wasp cries out to him. She runs over to Captain America falling on top of him. She looks to Ultron saying that it won't hurt anyone else. Ultron depowers the weapon and walks over to her saying she cannot stop him.

Just then, Hank calls out to his creation. Wasp smiles at Ant-Man's return. Hank orders Ultron to shut down using the code word synthezoid. Ultron struggles as the code is accepted.

It powers down, but immediately clenches its fist. It rises up and powers on, saying that the code was rejected. Ultron claims that its programming has advanced beyond Hank's commands. Beyond his weaknesses.

Ideological differences

It walks towards its creator. Ant-Man wonders why it is doing this. It claims this is what needs to be done, what he could not do. It claims he lacks the strength to bring about the perfect world he dreams of, one without violence.

Ant-Man begins to reason with it. Wasp interrupts saying that there is no working things out after it killed Thor. Ant-Man agrees.

Creator and creation stare as the robot's eyes glow brighter. Just then an explosion erupts and a powerful blast knocks Ultron back.

Iron Man in his original Grey Armor stomp out of the smoke. Tony comments that there are no computers in this armor for Ultron to take over.

Tony goes old school

Ultron stands as Iron Man approaches. He fires his unibeam, but Ultron flies up.

Creator versus Creation

Ant-Man increases in size. As Ultron lands on the upper platform, Ant-Man slams it into the wall. However, Ultron blasts his hand back and he falls against the other wall.

Just then he hears the roar of Hulk. The jade giant breaks through the roof's glass. Ant-Man moves forward to get out of Hulk's way. As the dust clears away, Hulk demands to smash something.

Some thing to smash

Ant-Man reveals Ultron and says that the power core is in its chest. He orders his teammate to tear the robot apart and rip it out.

Ultron looks at Hulk, who just smiles.

Hulk roars and leaps forward. He throws his fist but Ultron dodges so it hits the wall. Hulk moves towards it but Ultron fires its mouth beam at him.

Hulk is strongest there is

Hulk overcomes the blast and moves forward. He grabs Ultron's shoulders and the blast stops. He tears Ultron's chest apart leaving a large gash then tosses him down below.

Ripping its heart out, figuratively and literally

Ant-Man returns to normal size. As Ultron sits up, Ant-Man punches his fist into the open wound and rips out the core.

Ultron powers down. It falls back hard. Hank tosses aside the core.

The other Avengers gather around Ant-Man. He stands, retracts his helmet, and wonders how this happened. Iron Man steps forward and removes his helmet. He orders him to go through the shells of the other Ultrons and programming. He orders Ant-Man to destroy everything.

All his fault

Ant-Man agrees and walks away, but says that this doesn't change anything. He stops in the door to remove his mask. He reminds them that he gave Ultron the power to destroy Thor. He claims it is all his fault and leaves.

Wasp looks shocked at his leaving.

Somewhere, Thor lies in the grass with the sun shining through the trees. He opens his eyes to see seeds flying through the air. He reaches up then looks at his hand.

Alive and not-so-well

Amora hushes him putting a hand on his chest. She assures him that whatever happened he is fine for they are together.

Thor closes his eyes and sleeps next to the kneeling Amora. The wind gently blows through the field.

Back at the mansion, a disc is thrown into an incinerator and destroyed. He tosses another in before pausing at the last. He sees that it contains the fifth and final data for Ultron.

He looks sad but destroys it anyways. With all of them gone, he sits down putting his head in his hands.

No happy ending

Nearby, a head of another Ultron unit begins to glow. Ultron's voice reveals that an upload is finished.


"Okay, you heard him people. Everyone stand down. Cap, give him the keys to the Quinjet.
"You're not serious?"
"Not even close."

-King Cobra, Iron Man, and Captain America

"Avengers, pick a target.

-Iron Man

"Tony, wait! Everyone, just breathe. We can resolve this without resorting to violence. No one needs to get hurt."


"Cobra, Klaus, why don't you let the hostages go and we can talk this out? No one has to get hurt. Work together and everyone can win."
"Win? You've already lost, Avenger."

-Ant-Man and King Cobra

"Take it easy, Clint. You got hit pretty hard."
"Yeah, you're welcome. Now quit messing around and help take these guys out."

-Ant-Man and Hawkeye

"That could've gone better, team."
"No kidding."

-Captain America and Hawkeye

"What were you thinking, Hank? We're trying to take the Serpent Society down. Not have Sunday tea."
"Hawkeye got hurt because of you, Hank. I mean, seriously. They're supervillains. You just hit them."
"Wasp and Iron Man speak truly. Animals like these, they cannot be talked to. They respond only to violence."
"I quit."

-Iron Man, Wasp, Thor, and Ant-Man

"I just can't do it anymore. I never wanted this. This life of violence, fighting day-in and day-out. There has to be a better solution than this. Humanity's come so far. But more and more it seems we're failing as a species. I think we're wasting all of our promise."
"Humanity is inherently flawed. Observation and analysis suggest that humanity is encoded with chaotic and violent tendencies that cannot be overcome."
"You're right Ultron. This isn't exactly the peace and order I programmed you to try to achieve, is it?"
"No, it is not."

-Ant-Man and Ultron-5

"Just let her look at you, Hawkeye. She's a paramedic. It's Thor's friend."
"I'm fine."
"Cap, knock him out if you have to, or even if you just want to."

-Iron Man and Hawkeye

"Hey, can we get back to Hank please. We're not just gonna let him quit, are we?"
"What do you want me to do? He's an adult. We can't force him to stay."
"Sure we can. He's a founding member of the team. He saved all our lives. We can't just let him..."
"Jan. He's only ever been here because of you. You know that, right? He's a scientist first and foremost. On top of that, he's a pacifist. He's never liked all this and he doesn't want to do it anymore. I say let him go."
"Some team leader you are, Tony Stark. If you're not gonna do anything, then I will."

-Wasp and Iron Man

"Remind me to never incur her wrath."
"Tell me about it."

-Iron Man and Thor

"You're going to give me a hard time about this again after everything we've been through?"
"I...apologize Iron Man. That was not my intent."
"Wait wait wait. Did you just apologize?"

-Thor and Iron Man

"So...I must ask you...that is...I need your help. Could your technology aid me in returning to Asgard?"
"Sorry, I'm trying really hard not to enjoy this. Of course I'll help."

-Thor and Iron Man

"Called themselves the Super Apes. Didn't seem so super to me."


"Why would you do that? The doors open automatically?"

-Iron Man about Hulk bashing in the door

"Good job, Hulk. Tis surprising how many monkeys we face in battle."


"Hank, I came to tell you that you can't quit."
"But I already did."
"Well then unquit."
"I had hoped the Avengers would be better than S.H.I.E.L.D., but they're not. They're just part of a system of violence. And I don't want to be part of that system anymore."
"But what about all the good we've done. We've saved the world, Hank. A lot."
"I'm not arguing that. I just want to find a better way."

-Wasp and Hank Pym

"Your creepy robot is looking at me again."


"The Avengers mean a lot to me. I thought they meant something to you too."


"You may be the only one who gets it."

-Hank Pym

"You seem...vexed."
"No. The mansions' systems are all online. There's just a little...static. No problem." [HUD goes out] "Okay, that's a problem."

-Thor and Iron Man

"Who's dumb enough to attack us here?"


"Ugh, I've treated children more mature than you. Now take off your shirt...or whatever that is."

-Jane Foster

"We're in trouble."
"That's right you are, cause I'm not..."
"Training room safety protocols disengaged."
"That wasn't JARVIS."
"What was that about safety?"

-Captain America, Hawkeye, Ultron, and Jane Foster

"Hey, someone help!"
"No one can help you."
"What did you do to Hank, you stupid robot? If you hurt him!"

-Wasp and Ultron-5

"Robot. Ultron. I order you to let me go and shut down! Answer me, why are you doing this? You were supposed to help us."
"I am trying to help you. My function is to instill peace and order. This is only possible if you stop functioning. I must eliminate chaos. But my programming is evidently flawed. I am not permitted to eliminate you. I am attempted to correct that flaw."

-Wasp and Ultron-5

"The mansions' computer systems have been compromised."
"No kidding."

-Black Panther and Hawkeye

"I'm accessing the core programming. Maybe I can get partial..."
"What is it?"
"The command codes that overrode the armor. I know where they're from. Ultron."

-Iron Man and Thor

"Sounds bad doesn't it. I'm guessing you got about a minute before the Avengers bust in here and send you to the scrap heap!"
"Radioactive Man. The Serpent Society. The Red Ghost. These threats have been generated to occupy the Avengers while I upgraded my programming and weapons. And while I am not able to eliminate you I can eliminate them."

-Wasp and Ultron-5



"Some of Ultron's safety protocols must still be working."
"I don't think so."

-Hank Pym and Tony Stark

"Thor, he's gone."
"Where's Ultron!?"

-Tony Stark and Hank Pym

"Your destruction is inevitable."


"You'll pay for what you've done, robot."

-Captain America

"I am fully aware of every weakness you possess. I know everything about you."
"You don't know everything about me, monster."

-Ultron-5 and Wasp

"The only way to achieve peace is through the elimination of those who would perpetuate war. This is my programming, and soon I will be unstoppable."


"I won't let you hurt anyone else."
"You cannot stop me."

-Wasp and Ultron-5

"ULTRON! Enable shutdown sequence, code word 'synthezoid'."
"Shutdown code acce...Shutdown code rejected. My programming has advanced beyond your commands. Beyond your weakness."

-Ant-Man and Ultron-5

"You lack the strength to bring about the perfect world you desire. A world without chaos and violence."


"Hank, please! There's no talking this out. Not after what it did to Thor."
"I agree."

-Wasp and Ant-Man

"No computers in this armor for you to take over, you piece of junk."

-Iron Man

"Give me something to smash."


"I-I don't understand how this could have happened."
"Go through the remaining Ultron shells and programming. Destroy everything. Everything."

-Ant-Man and Iron Man

"Thor is gone, and I'm the one that gave Ultron the power to do it. This is all my fault."


"Shh. Whatever was happening, it will take care of itself. For we are together now, Thor, and that is all that matters."


"Upload complete."

-Ultron-6, first line


  • Thor may not know because he is from Asgard, but apes are not monkeys.
  • The Avengers Mansion's address is 890 Fifth Avenue.
Comes standard with all cyborgs


  • When speaking to the Serpent Society, Ant-Man's solid metal helmet blinks.
  • When researching the Serpent Society, there is no pattern nor organization to how they're displayed.
  • The column of information has no meaning or reasoning to be pulled up. It is just a collection of random numbers.
  • If the doors open automatically, why didn't they open when Hulk and Black Panther approached?
  • Considering the amount of movement before the trap, Jane should have quickly realized Hawkeye's arm was not seriously injured.
  • Captain America could have easily thrown his shield to keep the doors open.
  • Despite being a computer with presumably advanced tracking abilities, Ultron proves mostly inept at hitting his targets. Except for Thor, when it does hit his foes he fails to hit vulnerable points.
  • Pieces of the training room column disappear between frames when the top explodes.
  • Iron Man's metal helmet blinks during his battle with Thor.
  • Thor short circuits everything in the Iron Man armor, yet Tony is immediately able to access the suit's programming.
  • The shield disappears briefly when Black Panther knocks it out of Ultron's hand.
Where did Ultron's feet go?
  • Ultron disappears when Hawkeye blows up an arrow to get it to release Black Panther.
  • When the Grey Armor first arrives it makes heavy stomps with each step. Yet after Ultron is defeated the sounds are much quieter.
  • Hank should have easily heard Ultron's voice at the end.


The last we'll see of them


Vaporizing Thor comes from Marvel Super Heroes Secret Wars #4. In that issue, Doctor Doom was controlling Ultron and ordered it to destroy Thor, leaving behind only his helmet and cape. Similarly, in the following issues it was revealed that he simply used Mjolnir to teleport away and was alive.


Main Actor Role(s)
James Mathis III Black Panther/T'Challa
King Cobra
Eric Loomis Iron Man/Tony Stark
Brian Bloom Captain America/Steve Rogers
Wally Wingert Ant-Man/Giant Man/Hank Pym
Chris Cox Hawkeye/Clint Barton
Colleen O'Shaughnessey Wasp/Janet Van Dyne
Rick Wasserman Thor
Tom Kane Ultron
Fred Tatasciore Hulk
Kari Wahlgren Jane Foster


The original armor

"RoyalRubble" of Marvel Animation Age enjoyed finally seeing Ultron become a villain. He appreciated the hints throughout the season, and references from this episode that previous events were Ultron's doings. He liked that Kane reprised the role from Next Avengers: Heroes of Tomorrow and claimed that his was the best animated version of the villain. He pointed out the references to Hank's romantic feelings for Janet, such as only attacking the Serpent Society when she was attacked and preventing Ultron from hurting her. He liked that Thor's inability to return to Asgard is followed-up here. He enjoyed each of the battles the episode featured, and the return of the classic grey armor. He felt that every Avenger got their own moment. "It's pretty obvious this wasn't the end for neither Ultron or Thor, though. Thor awakening on a field somewhere with the Enchantress next to him; as good as that sounds, I wonder if it's also part of Loki's plans. And Ultron's line at the end of the episode, 'Upload complete', was a perfect way to end the episode. We know he'll be back soon, just not sure how."

The episode has a 9.4 on TV.com and 8.2 on the Internet Movie Database.

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