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Ultimate Avengers II
Ultimate Avengers 2.jpg
Release date August 8, 2006
Rating PG-13 (MPAA)
PG (Singapore)
Director Will Meugniot
Richard Sebast
Writer(s) Greg Johnson
Boyd Kirkland
Craig Kyle
Greg Johnson
Mark Millar
Bryan Hitch
Producer(s) Bob Richardson
Editor George P. Rizkallah
Distributor Lions Gate Home Entertainment
Music By Guy Michelmore
Running Time 74 minutes
Previous Video Ultimate Avengers
Next Video The Invincible Iron Man

The Chitauri led by Herr Kleiser return and set their sights on the xenophobic nation of Wakanda. When their king is assassinated the prince-turned-protector risks his throne to seek the help of the Avengers. However, the team is having problems of their own. Captain America is having difficulties adjusting to modern day life. Bruce Banner is dealing with a vengeful doctor. Giant Man and Wasp are having marital problems. While Thor is having troubles disobeying his father to help humanity. Can the team pull together to stop the alien threat once and for all?



Deep in the heart of Africa

In Africa on top of a large mountain lies the fortified nation of Wakanda.

In the surrounding jungles two African warriors are being chased by Chitauri soldiers. One warrior throws a spear but it bounces off the alien solider. One warrior falls in a creek and is dragged back by the soldier. The other warrior continues on alone.

Not a welcoming committee

Inside the village at the balcony of a large palace, their king T'Chaka welcomes home his son T'Challa, who just came home after several years, in front of a large cheering crowd. However, the tribal elders simply glare at the young man. T'Challa notices the elders and knows they hate him. T'Chaka advises him to give it time.

In the jungle, the other warrior is still being pursued by the Chitauri. He attempts to leap into the safety of the village but is vaporized above the crowd. T'Chaka sees this and heads inside the palace with T'Challa and Nakinda following.

Saying good bye to each other

As they walk past statues of panthers T'Challa and Nakinda implore T'Chaka to let the Royal Guards handle the threat. They say he is in no condition and is still healing from the previous attacks. T'Challa begs his father to stay or at least take him with, but T'Chaka knows the responsibility is his alone and they will be together later. Nakinda comforts T'Challa as they watch his father go.

Once alone, T'Chaka presses a large stone button adorned with a cat's paw print creating an opening to a room deeper inside. The room is filled with modern computers and chairs. T'Chaka removes his headdress and necklace. There are several scars on his lower back. He turns around walks towards the suit of the Black Panther.

Using the Black Panther weapons

T'Chaka, now in the suit, runs through the jungles and leaps onto a tree. His clawed gloves allow him to stay on. He spots a Chitauri soldier, drops down, and fires his claws at the alien. The claws rip through it and Black Panther runs towards two more aliens. Using his claws he rips the two to shreds.

The Black Panther has met his match

Suddenly Black Panther is stabbed through the arm by the hand-turned-blade of Herr Kleiser, still in his Nazi uniform. Black Panther drops to the ground and Kleiser taunts him about his "retirement" as his hand returns to normal. Black Panther leaps at Kleiser but the villain turns his hands back and stabs him in the chest. He lifts Panther above his head, stabs him with his other hand, and then throws him aside.

Things not going well for the King

Panther struggles to get up when T'Challa finds them. Kleiser threatens to end the royal bloodline, only enraging Panther. His head morphs into that of a panther and he attacks Kleiser slashing at his sides. Kleiser tries to attack but Panther evades the attacks and pummels him in the face. Panther backs Kleiser onto the edge of a cliff but Kleiser stabs him in the chest.

T'Challa runs to his father but Panther sacrifices himself by pushing Kleiser over the edge, going with him in the process. The two fall and bounce off the rocks below. Kleiser lands on a rock in the river below and Panther lands on top of him, all while T'Challa watches. Panther rolls over into the river besides him and his face morphs back to normal.

The King is Dead, Long Live the King

However, Kleiser stands up, cracks his neck, and walks away. T'Challa screams in rage.

Later, Nakinda leads a funeral procession carrying T'Chaka's body through the city surrounded by mourning crowds. The body is followed by T'Challa and the elders. Everyone, save for T'Challa, have paw prints on their bodies. The people look up at T'Challa as he passes. T'Chaka is placed in a tomb and the lid is sealed shut. T'Challa kneels at the foot of the tomb.

Taking on the mantle

Nakinda tells T'Challa to follow and shows him the button. She presses it moving a large panther-headed statue up, the Eye of Kings. Beyond it lies the secret room. Nakinda says that the right of access is now his. T'Challa enters and the statue head moves back down. T'Challa looks upon the suit of the Black Panther when all the lights and computers turn on.

T'Challa looks around and spots an article and magazine about Captain America. The article is from World War II detailing Cap's disappearance. T'Challa picks up the article to find that it also talks about Herr Kleiser. He then looks at the magazine, Military News, to see that it discusses Cap's return.

New Heir

Modern day enemies

Elsewhere, Captain America uses his shield to protect him from a hail of bullets as he backs up. There are three tied up scientists nearby and Cap drags them to safety. Several HYDRA soldiers are firing machine guns at Cap when he notices a van backing up with men loading large tubes into it.

One of the men aims a rocket launcher at Cap but he uses his shield to throw the aim off. The shield then lands in a pipe releasing steam everywhere. Cap leaps out of the way as the rocket goes off behind him. Cap grabs a bar and swings around landing near the men.

Just then he flashes back to a time where he did the same to Herr Kleiser. Kleiser turned around and shot at him just as the men are doing now. Cap is hit but it doesn't affect him. He hits three of the men.

Defeating the enemies RoboCop style

Three others watch from the van and then try to run him over. Cap dodges and throws his shield. The shield flies through the car and tears the engine apart. The driver slams on the breaks and the car starts flipping and crashes by a large vat. The vat then bursts open, draining chemical waste over the van melting it.

Cap turns around and sees a figure drop from the roof and into the steam. Black Widow and several S.H.I.E.L.D. soldiers emerge and find Cap holding his wound. He jokingly puts his hands up in surrender.

Not in the mood

Outside a VTOL awaits while soldiers arrest the remaining men. Black Widow is worried because Cap was supposed to call for backup but chose to do the mission alone. She tries to comfort Cap, even attempting to give him a hug, saying that these decisions would kill him. However, Cap brushes her off as though he wants to die.

He enters the VTOL as it powers up, the door closes, and it takes off. Black Widow is left staring as it goes off in the distance.

At the Triskelion Steve Rogers leaves a room in his casual clothing, still pulling his shirt down over his bandages. He is immediately confronted by Natalia Romanoff, in her casual clothing, and Nick Fury. Natalia had no choice but to tell Fury. Fury says that these decisions will end with him and a toe tag, but Steve refutes that he's simply doing his job. He tries to leave as he's supposed to go on a warehouse raid with Bravo Team but Fury says he isn't.

Not in the mood either

Fury knows that Steve has been accepting any job, like he doesn't want any rest and recuperation and just wants to keep busy. Steve says that because he's a supersoldier he can handle it but Fury says he's still a man like anyone else. Natalia thinks that Steve does it because the pain isn't as bad in battle. Steve says she doesn't know anything about him, but she knows that if he has a personal life he thinks he might lose it again.

Fury explains that Steve has been through a traumatic experience but still needs to rest. Steve agrees and walks away. However, Natalia doesn't think he'll really listen. Fury says that if Steve doesn't, he'll lock him away with Banner.

Forced to relive his past sins

In his cell, Dr. Bruce Banner sits in a chair with his eyes closed listening to footage of the Hulk's rampage. However, a voice tells him to pay attention to the video. The voice, that of Dr. Oiler, asks him when Bruce lost control and why he transformed in the first place. Bruce gets upset because they've been over this before, but Oiler says he wants the courts to have a clear picture of what happened.

Bruce states he transformed because of the alien threat and that it was the only way to stop them. However, Oiler shows him footage of the Avengers and asks why he didn't let them handle it. He then points out than when the Avengers tried to help the Hulk attacked him. Bruce retorts that Oiler was replaced by Banner on the Super Soldier Program and this is his form of payback.

At the mercy of his captors

When Bruce demands to see Betty Ross Oiler orders the chamber filled with a gas sedative. Bruce coughs and slumps into his chair. Oiler orders that the video be put on a continuous loop and leaves. Bruce blankly stares at footage of Hulk smashing the side of a Chitauri Ship.

At 12:07 in his room Steve finds he cannot sleep well. His shield sits on a shelf above his bed. His dreams take him back to Operation: Rebirth, his flight in the B-24 Liberator, riding the nuclear missile, waking up at S.H.I.E.L.D., and finding the grave of Gil Kowalsky.

Late night intruder

Steve suddenly wakes up to find Black Panther walking menacingly towards him. He grabs Panther and throws him against the wall. Steve gets up and punches Panther then throws him out the window and jumps out behind him.

Steve uses the slope of the building to slow his descent while Panther tries to grab onto anything. However, Panther eventually crashes onto the ground below. Steve leaps off the building, rebounds off a lamppost, and lands near Panther. Steve grabs the intruder just as S.H.I.E.L.D. agents and vehicles surround them.

Fury introduces Steve to the Black Panther and lets all the other soldiers go. With the soldiers gone Panther removes his mask to reveal T'Challa. Fury is surprised and asked where T'Chaka is. T'Challa replies that he is now king. T'Challa wants to speak with Steve alone, but Fury wants in. Fury and T'Chaka didn't get along great and he wants to make up for that.

T'Challa says it's a private matter, but Steve will tell Fury anyways. T'Challa does say that his father was killed, by Kleiser. T'Challa wants to know how he can kill Kleiser, but Steve says he's killed him twice before and always comes back.

Learning what is going on

Fury tells T'Challa that the only way to help is for their borders to be opened so the Avengers can help. However, T'Challa refuses saying he already betrayed his people by coming there. He puts his mask back on and jumps on a passing truck. Steve and Fury watch Black Panther leave. Eventually Fury walks away commanding someone to assemble the Avengers.

Seeking Revenge

Across the river near the Brooklyn Bridge lies Pym Industries. Inside, Giant Man is increasing in size while being monitored by scientists and his wife, Wasp. She informs him that everything looks good. She tells a scientist to up the plasma IGF concentrations to 850 U.

Pushing himself too hard

However, when Giant Man nears sixty feet his muscular composition fluctuates and his body mass changes. In pain, Giant Man falls against the back wall. There's something wrong with his stomach region. Wasp sees that he's crashing and tells him to terminate. However, Giant Man refuses wanting to go to sixty-one feet. Wasp then orders the scientists to bring him back to normal slowly.

Not a graceful exit

As he shrinks Giant Man berates his wife for ruining two months of work. Janet knows they reached the limit and didn't want to harm him. She then suggest that they focus on the other stage of the project as he rips off his mask. But Hank refuses to try shrinking, he doesn't want to be a small superhero again. Hank walks away hitting the top of the doorway on his way out.

After he's gone General Fury calls asking for Janet. Wasps returns to her normal size and takes the call.

Assembling the Avengers

On top of Mount Everest Tony Stark nears the summit. On his headset he talks with Jarvis about shipping and apologizing to women. When Jarvis suggests rescheduling a meeting with the company's vice presidents, but Tony has brought them with him. The leading vice president looks back and sees that they are all struggling up the mountain.

The hero who runs on batteries

Up ahead Jarvis tells Tony that Fury is on the line for him. However, Tony suddenly falls down in a sudden rush of pain and exhaustion. Tony hangs up and takes off his backpack. He opens his jacket and lifts up his shirt to reveal a contraption attached to his chest. He takes a battery off the panel-like device, watches it die and throws it aside. He desperately searches through his pack for another. He attaches it and the device powers up, allowing Tony to breathe a sigh of relief.

Jarvis calls back and Tony tells him to tell Fury that he'll be there when he can. He jumps down next to the exhausted executives and tells them that the break is over and leaves back down the mountain.

Elsewhere, Thor is sitting in a grassy field meditating. He has a circle of stones in front of him. He opens his hands and drops some card shaped stones with Asgardian runes on them. The sky above him turns cloudy. He holds a knife in one hand and cuts his fingers on the other, letting the blood drop down onto the runes.

Something awful coming

Suddenly the runes burst with white smoke and light as the circle is engulfed in flames. A transparent hand reaches out of the flames and grabs Thor's throat, pulling him into the flames. Thor then has a vision of a smoking field with fire in the distance. But up close are the charred skeletal remains of the Avengers. Above him the storm departs and the fire dies down. Thor stands up in astonishment and then kneels down in horror.

Strange going-ons

At S.H.I.E.L.D. headquarters in a hanger Betty Ross and a group of scientists examine the wreckage of a Chitauri ship that fell during their battle. A scientist walks up to her with a piece of the hull and shows her how it crumbles in his hand. Betty wonders how the vibranium hull could have gotten so brittle.

Outside the hanger a VTOL lands out comes Janet and Hank Pym. Betty and Janet hug. Betty notices an angry Hank pulling something out of the plane and asks how things are going with Janet and Hank. Janet says they're working things out then asks how things are between Bruce and Betty. However, Betty hasn't gone to see Bruce yet. As the three walk towards the hanger Iron Man lands and announces his arrival wanting a hug. When none of them gives one they all walk inside.

In his cell Bruce is watching the part of the tape where Hulk landed on the alien ship and smashed it with his fists. Betty walks up and Bruce is glad to see her. He thinks that Fury is pressing charges, which Betty confirms as she's been called in as a witness. Bruce states that even though the Hulk made a mess of things he got rid of the aliens. However, Betty tells him that he didn't and starts to leave.

Just wants to be heard

Bruce wants to know more but she refuses. He asks so he can think about something other than guilt. She tells him that parts of the hull became brittle. When Bruce asks for a piece to analyze she refuses saying that no one wants his help nor trusts him, and then storms off.

Tony, Janet, Hank, and Black Widow wait in the meeting room for the others. Janet tries to comfort Hank but he pulls away. Tony flips through some paper work. Steve enters and Widow asks if he wants to talk about Kleiser. But Steve simply says he is going to kill Kleiser once and for all.

Getting the 4-1-1 on the enemy

Fury interrupts and starts the meeting. He introduces the team to Herr Kleiser, director of Nazi Germany's secret Totenkopf Division and secretly a Chitauri alien, only known one. He calls Kleiser the Chitauri version of the supersoldier. Steve flashes back to their fight on the missile. Fury tells them that he was assumed killed when the nuclear missile exploded over the Atlantic.

Fury shows the team footage of the explosion. When he notices that Steve is getting agitated he quickly turns the video off and Steve sits back down. Fury explains that Kleiser's still alive because he assassinated the king of Wakanda. Janet asks about Wakanda but Fury doesn't have many answers. They're an isolationist nation, heavily protecting their borders, and covered in constant cloud cover. Point is: Wakanda doesn't want the Avengers there.

Steve volunteers to go in alone, as he's the only one that really knows Kleiser. Fury states that it is a team effort and refuses, though Hank says to let him go. Fury says that their mission is to go in fast, set up surveillance, and get out before they cause an international incident. Steve says that's exactly why he should go alone, but Fury retorts that he isn't thinking straight.

Getting a demotion

Fury then gives command of the team to the Black Widow, much to the delight of Hank.


In a cave near Wakanda a Chitauri soldier morphs in Herr Kleiser. His hand morphs into a set of tentacles and reach inside his body to grab a communication device. He speaks into the device and talks about having trouble securing the planet.

Returning to the scene of the crime

Near a nebula in the far reaches of space a Chitauri Command Ship responds that they must capture the meteorite at all costs. Back on Earth, Kleiser responds that they will. He looks over Wakanda before returning to the cave.

Inside Wakanda, T'Challa kneels before his father's grave. He flashes back to when he was young.

Sending the young prince away

Young T'Challa walked up to his father who was kneeling. T'Challa asked why he must be sent away to school. T'Chaka explained that the future king of Wakanda should know of the outside world as change is coming. T'Challa didn't want to be king, but T'Chaka assured him he would be a great one and the two hug.

In the present, T'Challa gazes up at his father's statue and gets up to leave.

Meanwhile, a S.H.I.E.L.D. aircraft heads towards Wakanda. The aircraft lands and the Avengers disembark. Black Widow orders them to move out in a twenty meter spread through the jungle. Iron Man flies off while Giant Man increases in size. Widow orders Wasp to check above the canopy.

Having a heart-to-artificial heart

As they spread out, Iron Man decides to ask Captain America about the time he jumped on the missile. He wonders if Cap knew he'd make it out alive. When Cap says no Iron Man responds that he wouldn't have done it. Cap's got the guts while Iron Man wants the glory, and he's not interested in posthumous awards. Cap responds that no one really knows until the time comes, and the two separate.

Cap wanders alone when he flashes back to a time when he trekked alone through a forest in Europe. Cap called on the radio for his squad but soon found their dead bodies. Cap heard screams and raced ahead through a broken building.

The Star Spangled Man didn't always win

He found Herr Kleiser strangling one of his squad mates. The soldier apologized before Kleiser broke his neck. Cap screamed in rage and threw his shield right through Kleiser's head. His head split open but quickly healed itself. Cap ran up to him but Kleiser shot him until he fell. Cap struggled with consciousness as Kleiser walked away.

Captain America getting revenge

Kleiser rides happily on the back of a train until he notices Cap nearby. The wounded Cap took off his backpack and pulled out a timer. He set the timer, put it back into the pack, and threw it onto the train. As the train disappeared into the tunnel a massive explosion went off. Cap walked away still holding his wounds.

In the present, holds the area where he was wounded and walks away. He sees something behind him and throws his shield barely missing Black Panther. Panther tells him to leave but suddenly Widow points a gun at his head saying they came for answers.

Giant Man walks up and Iron Man and Wasp land nearby. Cap says that he came to help like Panther asked. However, Panther was looking for guidance not participation. Cap says that Kleiser killed people close to him too and they're looking for the same thing. Panther relents and allows Cap to follow but tells the others to return to their ship.

Secret Alliance

That night, Panther helps Cap evade the Wakandan guards. The climb a large tree and enter the walls. Cap asks why Panther just doesn't tell his people that the Avengers is there to help. Panther says they wouldn't understand as they've never needed help.

Not exactly in Rosewell

The two jump down next to two large black panthers. The two get up and start growling but with a wave of Black Panther's hand they relax. Cap and Panther continue on. They quickly hide behind a large pillar when three Wakandans walk by. Just then Cap looks and finds a crashed Chitauri ship in the building. Cap asks and Panther says it is, and was shot down in 1942. The two leave the building.

The two jump onto a panther statue's head on another building. Cap presses Panther about the ship. Panther responds that there is more to Wakanda than meets the eye. Panther leaps down the side of the building followed by Cap.

Black Widow runs through the jungle followed by Wasp and Iron Man. Unbeknownst to them they are followed by Wakandan warriors. Widow turns around just as they throw their spears. She dodges and starts shooting her guns. She manages to shoot several spears out of the air.

Foreign invasion

Giant Man overhears the gunfire and grows in size. Once large he easily deflects the spears. Wasp flies into a group of warriors and fires her energy blasts.

Iron Man flies through the jungle with the spears not even scratching his armor. He fires his repulsor beams at them and they scatter.

In Wakanda, Panther leads Cap through the Hall of Kings, where the bodies of the former leaders lie. Panther shows Cap his grandfather, Azzari the Wise. He explains that Azzari was leader when the Chitauri first arrived at their nation. Panther flashes back to the first contact.

Not their first alien invasion

Azzari was approached by Herr Kleiser, who said he wanted peace. However, Kleiser really wanted war and the "lifeblood" of their land.

Cap asks what "lifeblood" means. The Wakandans call it the Heart of Wakanda.

In the past a Chitauri ship attacked Wakanda, blasting a large group of Wakandans. Kleiser sought to take it by force.

Panther explains that the Wakandans rose up and defeated the alien invaders. However, the event led the nation to distrust any outsider and subsequently view any intruder as their enemy. Cap asks if Panther knows what Kleiser is planning, but he does not. He does believe that his father knew and prepared him for this day. Panther wants vengeance, and Cap says he understands.

The secret is out

Just then Nakinda runs into the room talking of intruders. She stops when she sees Captain America. Black Panther tries to explain but Nakinda runs out of the room. Cap and Panther realize that the Avengers have been found and they leave.

In the jungles Gaint Man pushes over some trees while following the Wakandans. However, he has lost them and goes looking for them. As he walks towards the city the Wakandans suddenly fire their arrows at him. Giant Man tries to stop them but they keep firing. Eventually he grows weak and falls down.

As the warriors close in on the fallen giant Wasp flies in and fires her blast to scare them off.

Overestimating himself

Iron Man flies through a canyon following some fleeing warriors. He blasts one spear before the warrior can even throw it. He follows them around the bend and lands. They aim their spears but Iron Man isn't worried. He holds up his arm and aims an arm-mounted gun. However, one of the warriors throws his spear so hard that it destroys the weapon. As he looks up he is hit by a large swinging log and knocked back several feet. With his armor damaged, he gets up embarrassed.

Black Widow continues to run and gun. She stops, turns around, and fires on the approaching warriors. However, their shields block the bullets. As the warriors close in Black Panther drops down onto the tree ordering them to stop the fighting. The warriors look confused but continue forward.

Defending the invaders

Panther drops down between Widow and the warriors. He says that he allowed them to enter and the warriors stop their advance. Iron Man approaches also followed by warriors and Captain America drops in the middle of it all. Wasp flies up saying that Hank has been poisoned. Panther agrees to give them antidote if they leave immediately. As Widow holds up Iron Man Panther explains that if they return the warriors will kill them.


Cap and Wasp find the unconscious Giant Man and bring him into the plane where Iron Man and Widow are waiting. As they enter Iron Man closes the door. Widow stands in the control room talking to a hologram of Fury. She requests more soldiers to back them up but Fury refuses, as he does not want to cause an incident. He orders them back to base for a debriefing and hangs up.

At headquarters, a control man tells Fury that Betty Ross wants him in the hanger. Fury acknowledges and asks if they found Thor yet. But the man says that the God of Thunder has been absent from every environmental rally. Fury tells him to keep looking and leaves.

Making a call home

Thor approaches an ancient altar filled with water surrounded by standing stones. He kneels and sets down his hammer Mjolnir. He then asks his father for help. A stormy cloud suddenly appears above Thor. Lightning strikes the altar and energy is rises up from the water to form a kind of ball.

Thor asks the energy about what his vision means for the Avengers. A strand of light touches the water and it shows him a vision of the Chitauri Command Ship approaching Earth.

Disobeying his father

Thor asks what can be done but his father, Odin, tells him to do nothing. He refuses to let Thor help since the people of Midgard turned their backs on the Gods. He orders Thor to return to Asgard as he's become much too involved with the affairs of humans. But Thor says he is involved and leaves, asking for forgiveness.

Inside the hanger the scientists are still examining the fallen ship. In a side room Betty analyzes a vibranium cube inside a test room from the other side of the protective glass. She pulls a switch and energy rings lift it off the ground. Fury approaches and she explains that each ship had a piece of vibranium denser than anything she's seen. Since vibranium absorbs energy they assume that it's some kind of power source.

Learning about the vibranium

She hands him some goggles and pulls a switch. Small diodes shoot energy into the cube. The cube begins to glow brightly until it overloads. It destroys the arms shooting it with energy and eventually the whole test room is destroyed. Betty explains that the cube contains enough energy to power New York for six months, and that she can't get a reading.

Fury moves to the room's window and asks about the brittle parts of the hull. He wonders if there's a connection. Betty doubts it but tells him is concentrated in one general area.

Figuring out what happened

In his cell Bruce continues to watch footage of the Hulk bashing the alien's hull while Dr. Oiler questions him. Bruce suddenly jumps up saying he found the answer and needs to talk to Betty. However, Oiler presses him with questions. When Bruce gets agitated Oiler moves to a control console and presses a large red button filling the room with gas. He presses it a few more times to increase the dosage.

Inside, Bruce grows weak while trying to explain that he's found the answer. He eventually slumps down into this chair. One of the technicians points out that it is an unsafe dosage, but Oiler snaps back that letting Bruce get upset is unsafe.


The S.H.I.E.L.D. aircraft flies above Wakanda. Inside Captain America and Black Widow are scanning the area. Suddenly Cap spots a Chitauri soldier on the ground. Wasp and Hank walk in as Widow goes to see for herself. She says there's nothing they can do as they've been ordered back to base. But Cap heads to an elevator and closes the door. Widow runs to the door but it closes before she makes it.

She then turns and heads down the stairs. Downstairs, Cap leaves the elevator just as Widow comes down the stairs. Cap runs to a ladder leading to a smaller aircraft attached to the bottom and closes the door before Widow can get there. Widow returns to the command center and orders them to follow Cap.

Lovers's quarel

Hank interrupts and says to let him go, that he'd be doing the team a favor. Wasp and Hank walk into a recreation area where Tony is sitting. He sees the couple fighting and decides to leave. Wasp explodes saying she's tired of Hank and his ego and storms off, while Hank says he doesn't need her. As she walks back to the command area Widow offers her a gun, but Wasp smirks and walks off.

Back at Wakanda the elders have gathered to discuss T'Challa's actions, saying that he betrayed his people. T'Challa claims that the current way of doing things will destroy them but his pleas fall of death ears. The chief elder asks Nakinda, as advisor to the royal family, if she will dispute any of the charges but says she cannot.

Overextended his powers

The elder says that his education abroad corrupted him and the council strips him of his royal powers. As he is the chief elder he then assumes leadership.

T'Challa bursts out of the doorway onto the balcony beyond. He stands at the edge looking down in grief. He looks up and spots a Chitauri soldier wandering the nearby jungles. He puts on his Black Panther suit and jumps over the edge.

Having landed Cap wanders through the jungles where he finds Panther attacking a Chitauri soldier. Cap wants to interrogate the alien but Panther says he has tried. Panther then suggests that S.H.I.E.L.D. may have more successful methods. Cap agrees to try and Panther wants to come with him.

At headquarters a technician tells Fury that the Avenger's transport ship is returning to Wakandan airspace. Fury wants to talk to them but suddenly the monitor burst out. Thor appears with news of the Chitauri. Fury says they know but Thor counters that they should look in the sky.

The Mother Ship is coming

Fury orders a satellite be repositioned to look into space. That is when they look at the monitor and see the command ship passing Mars.

Cap's plane ascends out of the jungle and docks with the transport ship. Panther and Cap drag the Chitauri onto the main deck. Widow enters asking if Cap lost his mind. He says they have to find out what it knows. The rest of the team, in full costume, watch on. Widow counters that the alien put them all at risk.

They've fallen into the trap

Just then Panther agrees and morphs into Kleiser. The Chitauri stands up and begins firing at them. Cap and Widow dodge while Widow fires her guns. Wasp gets hit in the chest and Giant Man grabs her. Iron Man uses his body to block the bolts of energy from hitting the couple. Cap uses his shield to protect himself, then he dodges out of the way and throws it severing the Chitauri's limb.

Kleiser grabs the shield and uses it to protect himself as he and the soldier head to the elevator. Giant Man cradles the unconscious Wasp while the others try to get in the elevator. Kleiser orders the command ship to fire on his position then leaves in the smaller aircraft.

In orbit the ship fires on the transport hitting it dead on. Thor and Fury watch on the monitors at headquarters. As they watch in horror Thor's mind returns to the vision of the charred remains.

The Avengers overpowered

Inside the ship everything is falling apart and in flames. Giant Man carries Wasp as he tries to steady himself. Cap tries to hold on. Iron Man tries to use an energy field to protect himself and the others.

On the ground the real Black Panther watches in horror as the craft falls and explodes. After the blast Panther turns and walks away in mourning.

The team returns with their tail between their legs

Fury watches the ship crash just as Thor teleports into the room, with the Avengers. Thor holds Iron Man as he collapses while Widow holds onto the Wasp. She orders the infirmary to expect wounded and Giant Man takes his wife. Fury asks if Iron Man needs a medic, but he replies that he needs a mechanic and drugs. Fury tries to talk to Cap but he walks away before he can.

A technician tells Fury that the ship remains in orbit, and that an kind of energy field is spreading out and engulfing the planet. On the monitors Fury looks and sees the field covering the Earth. Fury asks how long it will take and the technicians says it will only take ten minutes.


The coming plagues

The field begins cover the sky starting with the Pyramids of Giza in Egypt, then Big Ben and Parliament in London England, and moving onto a lighthouse near the ocean.

Descending into the depths of Tony's madness

At Stark Enterprises Jarvis is watching news feed of the field on the large television sets on each wall. Jarvis walks behind the bar and pulls a beer tap activating a lift beneath him. Jarvis descends into the Iron Man Armory, a large room where many various armors are held.

Tony lies on a table drinking something out of a glass before throwing it aside. He presses a control in his other hand and a large arm comes down to lift his chest armor piece off. The rest of his broken armor lies around him and his knee is covered in a brace. The arm lifts the piece off tearing a sticky residue keeping the armor to his body.

Tony says that the Iron Man armor v6.7 is his favorite, while Jarvis comments that they were all once his favorite. Tony agrees and decides to find a new favorite.

Bringing in the big guns

They descend some stairs deeper into the armory. Jarvis suggest the Tin Man Armor based on the color and design. But Tony feels he needs heavy equipment and suggests the War Machine Armor. Jarvis comments that it handles like a ten ton tractor but Tony notes that it's strong and has powerful guns. Tony flips a switch and the War Machine's missile launcher and mini-gun move into position.

Letting her know the secret

Elsewhere, Betty knocks on Bruce's cell. Bruce sits slumped in his chair staring at the video of the Hulk's rampage. Suddenly Bruce jumps up to show her the video. He shows her how just as Hulk smashes the hull it flashes. He asks if that's the same area that became brittle. She says it is.

Bruce theorizes that it's because of gamma, because the Hulk radiates it. Bruce says they need to test it with a small gamma generator that he has in his lab, but he wants out. She says she can't because Fury's the only one with the access code to get him out. Bruce knows that Fury doesn't trust him and slumps in his chair to stare at the video. Betty looks for a moment longer and leaves.

In the infirmary Janet Pym lies in a coma. Hank sits by her side holding her hand, saying that he will make things right. He then wonders why she's with him.

Letting his anger slip

Steve enters but Hank angrily confronts him. Hank blames Janet's belief in Steve for her condition and tells him to get out. Seeing the anger in Hank's eyes Steve leaves.

Raining death upon the world

In Wakanda, the people are running into the safety of the city. The doors close and large, heavy covers move over every entrance and window fortifying the city. The command ship rains soldier pods down upon the area. The pods destroy large sections of the villages and jungle while releasing Chitauri soldiers.

Some large pods release Chitauri walkers. The walkers fire are the ground causing shockwaves destroying the area around them. Turrets rise out of panther statues surrounding the city and fire destroying several walkers. The soldiers advance but they too are destroyed by the turrets.

The command ship fires more pods this time releasing fliers. The fliers attack the turrets but more appear to destroy the alien invaders.


Overconfidence personified

Beneath the wreckage of the long-since fallen Chitauri ship, the Wakandans sit at computers monitoring the battle. The chief elder says that they do not need anyone's help but T'Challa does not feel so confident. T'Challa walks away while the elder glares at him.

Pods and walkers begin attacking London leaving the area in ruins. Tanks move in but are quickly destroyed. Citizens run in terror from one group of walkers just to run into another. The walkers fire at them. The city soon finds itself engulfed in flames.

Moscow finds itself facing similar damage. Red Square is filled with people. News footage shows similar attacks in Paris and Sydney.

Making the call for help

Fury watches the news reports when a technician tells him that Wakanda is contacting them. T'Challa appears asking for S.H.I.E.L.D.'s help. Fury says everyone is since they are all under attack. But T'Challa claims that the attack is centered on Wakanda. Fury demands to know what Kleiser wants and T'Challa says it is called vibranium.

He says that a mountain sized meteorite crashed long ago beneath Wakanda and stretches to unknown depths. In its unrefined state they can forge it to whatever shape they want.

Revealing the secret history of his nation

Deep beneath Wakanda, a vast mining facility digs up parts of the meteorite. It is shown be forged and molded into a variety of weapons by automated machines overlooked by Wakandans. The Wakandans put the forged weapons into tubes which lead to the turrets. The turrets use those weapons to destroy more walkers.

At his monitor T'Challa claims that without S.H.I.E.L.D. assistance Wakanda and thus the rest of the world will fall. Just then a spear destroys the computer cutting the feed. T'Challa angrily turns around to find the chief elder saying he once again betrayed his country. T'Challa grabs the Black Panther suit and says that if they do not get help there may not be a country left to betray. He walks out shoving the elder out of his way.

Overhead, a Chitauri flier dodges the turrets attacks but is eventually hit. It crashes into the side of the city bursting into flames. Herr Kleiser and a group of soldiers approach a cliffside overlooking the city. Kleiser holds Cap's shield and puts it down. He pulls some binoculars out of himself and looks in to see the old fallen ship. He realizes that the Wakandans are using their ship to power the weapons. He as the command ship fire on the crashed ship destroying it.

Explosions rage through the Wakandan facility destroying much of the equipment. The chief elder misses an explosion and turns around to avoid a falling column. Outside, the turrets are deactivating.

Welcoming the heroes he needs

On top of the city, lightning calls forth the Avengers consisting of Fury, Giant Man, Iron Man in War Machine armor, Captain America, Thor, and Black Widow. Black Panther jumps up to join them, glad that they are not dead.

Pitched Battle

On the cliffside, Kleiser spots the Avengers with Thor explaining something to the others. Kleiser orders that they be killed. The command ship releases more flier pods.

Getting his blows in

The team sees them and Thor and Iron Man fly up to do battle. The rest of the team run away before a blast hits their position. Thor cuts a flier in half with Mjolnir then uses his lightning to destroy two more. Lightning strikes the sky and Odin commands Thor to stop. Thor refuses to abandon humanity and returns to battle.

A walker approaches the city near where Giant Man stands on a balcony. He leaps down but the walk tries to stomp on him. Giant Man falls back but grows in size. the walker attacks with two legs but Giant Man grabs them both. As he struggles with the walker he kicks it over onto its back. Just then another walker approaches and fires at the ground. Giant Man stumbles to the ground as the walker approaches.

Suddenly Iron Man appears and fires at the walker with the mini-gun. He then levels the rocket launcher and fires a salvo. Giant Man leaps out of the way as the rockets engulf the walker. A flier comes up behind Iron Man and hits him in the back. Iron Man falls down right in front of a walker. As the walker prepares to fire Thor blasts it and flies by.

Elsewhere, Black Widow fires at a group of Chitauri causing them to explode.

A walker fires at a building opening a hole in the roof. Chitauri soldiers move in towards the cowering elders inside. Before they can attack Black Panther tackles several and fires his claw missiles. After the Chitauri fall he looks to see that the elders are alright. The chief walks away while Nakinda smiles and nods in approval.

The final battle to the death

Kleiser climbs a cliff carrying the shield to see Captain America struggling with a soldier. After the soldier falls Kleiser throws Cap's shield at him saying he'll die for the last time. Cap runs towards him, does a flip over the shield, grabs it, and uses it to bash Kleiser off the cliff.

Meanwhile, the energy field finally reaches New York City. The pods rain down onto the city. Janet still lies in the infirmary when she finally wakes up. She sits up to see the city in flames and pods raining down.

In the hanger Betty powers up the gamma generator which is strapped on her back. She has it attached to a gun and fires it at a large piece of vibranium. She walks up to it and flicks it with her finger causing a small flash. The entire piece crumbles part. She smiles and leaves the hanger.

Outside a line of HUMVEEs are driving by and aircraft fly close to the ground. However, the aircraft are destroyed by pods which then land on the troops. S.H.I.E.L.D. soldiers fire at the oncoming Chitauri but a walker destroys the area. The Chitauri soldiers make their way into the headquarters.

Janet, now in costume, sees the soldiers and moves to the door. A Chitauri forces its way inside and fires at her. She shrinks down and evades his attacks. She flies around the ground with the Chitauri shooting at her until the floor weakens and it falls below. Wasp flies around the corner to find Betty and follows.

Bruce is talking to Dr. Oiler when the Chitauri break in. The exploding door hits the glass, though not breaking it, just narrowly missing Oiler. Three soldiers enter and fire at the glass but do no damage. Meanwhile, Oiler cowers beneath his desk behind a chair.

The spineless doctor

Oiler tries to run but a soldier grabs him by the head and swings him around into the glass. He begs for his life when the Chitauri motion to Bruce in his cell. It releases Oiler who says he can't open the door. When the soldier threatens him Oiler releases the gas to maximum so Bruce can die anyways. He tries to run out of the room but the Chitauri vaporize him into ashes.

The three aliens watch as Bruces chokes when Betty enters and fires the gamma gun. Wasp flies forward through the soldier's brittle shell causing it to fall. Betty fires at the other two as does Wasp causing them to fall.


An end to their relationship

Betty sees Bruce dying and quickly presses the button to release the gas. Bruce lies on the ground as Betty approaches. He notices that the gamma generator worked on them and weakly tells Betty to get it to Fury. However, she needs to get him out of there. He says it's too late but Betty won't accept that. They manage to say that they love each other before Bruce slips into unconsciousness.

Wasp approaches and tells Betty they need to leave. They head to the hanger and leave in an aircraft. Betty flies while Wasp views a map of Africa.

In Africa the Wakandans are being pushed back by the Chitauri assault. Suddenly a blast goes off destroying some of the aliens. The soldiers see Nick Fury with a rocket launcher. They fire but he drops to the ground and fires another rocket. Another energy blasts emerges from the fireball but Fury dodges it.

When a flier approaches Fury aims and pulls the trigger but it's empty. He drops the gun and runs as the flier fires. Fury leaps behind a broken wall just before he can be hit.

Black Widow sees that Fury is knocked out and runs over to him. She grabs his headset and takes a call from Betty about her plan. She contacts Iron Man who is fighting more soldiers. He fires his mini-gun then two missiles destroying the soldier. He hears about the plan and heads out.

Coming up with new tricks

Elsewhere, Kleiser, with his hand formed into a blade, stands over a fallen Chitauri. He morphs his hand back and picks up the alien's severed arm. He then integrates it onto his own. As Captain America approaches he fires into the ground knocking Cap onto his back. Kleiser moves in on his archnemesis but it hit in the back by Black Panther's claw missiles.

He turns around to see the king crouched on a nearby building. He ignores him until Panther hits him with more claws. However, he simply smiles and pulls them into his body and fires them out the alien hand. Panther dodges most but one goes right through his chest. Panther falls down and Kleiser approaches while Cap finally stands up.

Widow carries Fury through the city and sees the approaching aircraft. She hands Fury off to a group of Wakandans and tells them that the Avengers need a distraction. The chief elder tells his warriors to attack.

Making their defense

As walkers approach the city Wakandan warriors aim catapults and fire large spiky balls. The balls go right through the walkers destroying them. Elsewhere, Chitauri soldiers move in while Wakandan archers aim their bows. The arrows bring the advancing soldiers down. Meanwhile, the catapults are having luck bringing down the fliers. Elsewhere, warriors leap through the jungles. They spot a group of Chitauri and bring them down with their spears.


Back in the city, the S.H.I.E.L.D. aircraft lands. The door opens releasing Betty and Wasp. Widow and Iron Man meet them and Betty hands the gamma generator and gun off to the armored hero who puts it on.

Not all is forgiven

Wasp exits as Giant Man approaches. He shrinks down to normal and welcomes his wife, who is not that glad to see him. She walks over to the others as Betty explains the plan. Iron Man needs to get inside the ship and find the vibranium power source in the core. Iron Man's only worry is the large cannon underneath the ship pointed right at them. Thor lands and says that he can handle it.

Going off to redeem himself

Giant Man interrupts saying that Iron Man will need back up and proposes joining him. Iron Man says he has no room but Giant Man suggest shrinking down. However, Wasp doesn't think his body can handle it but Giant Man goes anyways. While he shrinks down his body is in pain. Once down to size Iron Man offers his hand and Hank leaps on. Wasp says to be careful and they say their good byes.

Iron Man and Thor fly above the city with the God in the lead. Giant Man is inside one of Iron Man's rocket launcher holes. Thor readies Mjolnir as the cannon fires. The God hits it away like a baseball. Giant Man asks if they could survive a blast should Thor miss. Iron Man sarcastically replies that they won't feel anything.

Doing what he does best

Thor readies himself as Iron Man passes. The cannon aims at the armored heroes but Thor unleashes a massive bolt of lightning and the cannon aims at him again. The cannon fires but again Thor deflects it.

Iron Man increases speed and readies the gamma generator. He fires it weaken the hull. He tells Giant Man to plug his ears while he fires several rockets. The rockets open a whole allowing the two to enter.

Meanwhile, the cannon begins firing with increased speed. Thor blocks the first three blasts but the fourth knocks him out of the sky. Thor's crash makes a large crater and he falls unconscious.

Inside the ship Iron Man flies around a bend and sees a Chitauri everywhere. He fries his mini-gun and rockets clearing a path.

Down below, Kleiser falls back against a wall. One of his arms is a blade while the other is still the Chitauri hand. Suddenly Cap's shield severs the Chitauri hand. Kleiser quickly forms a blade and stabs the approaching Cap. Cap stumbles back as Kleiser gets up and moves closer. Panther also struggles to get up.

Defeating the Nazi leader

Just then Panther's head morphs into that of a panther and he quickly attacks. He slashes both of Kleiser's arms and legs off. Kleiser's teeth turn large and sharp as his mouth deforms. Panther stabs his claws through Kleiser's chest and tears him in half.

Revealing his true self

Panther leaps over to Cap, his head back to normal, and asks about Cap. Just then Kleiser's body reattaches itself and he boasts that the Black Panther cannot defeat him. Just then he morphs into a large worm-like creature. Panther says they don't have to kill him, just defeat him by moving him into the vibranium refinery.

New York City is also in flames. S.H.I.E.L.D. headquarters is monitoring the attacks when the Chitauri burst into the control room. Just as they aim their arms to fire they hear a massive roar.

Making his escape

In Bruce's cell the Hulk stands up. Outside the headquarters, massive crashing can be hear. Hulk suddenly emerges from the top. As he flies through the air he spots a Chitauri walker and lands on it. He smashes it into the ground until it explodes.

Panther runs at Kleiser as the large creature attacks. Panther leaps out off the way and Kleiser is tackled from behind by Cap. The two fall below and Kleiser falls into unrefined vibranium while Cap catches an overhead beam.

An end once and for all

Panther grabs a large wheel and begins turning it telling Cap they have to flood the chamber. More vibranium begins pouring in but Kleiser still gets up. Panther says they need more and tells Cap to break the nozzle. Cap and Panther break more nozzles off until it is too much for Kleiser. Eventually the former Nazi sinks below the surface as the vibranium hardens.

Taking the hits for the greater good

Inside the ship, Iron Man gets a reading on the core. He says it must be enormous and Giant Man points out the core to his left. Iron Man lands but soon faces more soldiers as he's hit in the back. Giant Man jumps down and tells Iron Man that he'll hold them off. Iron Man runs to the core as Giant Man increases to a larger size. The Chitauri fire from all directions but Giant Man holds them off.

Iron Man reaches the core and fires the generator. Outside, Giant Man is beginning to feel the pain. He grabs part of the organic floor and lifts knocking over many of the soldiers. However, they are still firing from the sides.

Inside, the generator's gun runs out. He checks the indicator status to see that it's almost empty. He throws down the gun and takes off the pack. He spins it around and throws the generator into the core, then kneels in defeat. However, he hears something happening and looks up to see the side blow out. He runs out of the core just as it explodes.

Made it out

Outside, Giant Man is picking up the soldiers and throwing them at each other. The explosion hits him and he flies forward. He grabs Iron Man as he flies to the wall. The ship is engulfed in flames as Giant Man flies out. They turn around to see the ship explode but Giant Man is knocked out.

Iron Man wrenches himself from Giant Man's fist and calls out to his fellow hero. He flies over to the controls and hits the one to make him shrink back to normal. Giant Man shrinks down and Iron Man catches him just as the energy field begins to disappear.

The field disappears from Moscow in London. In the River Thames a walker falls onto the Tower Bridge. The field then disappears from over the New York City and the Statue of Liberty.


Janet becomes a widow

Iron Man lands with Giant Man in his arms at the foot of the palace. Panther, Cap, Widow, Betty, and Wasp clear the area for him. Wasp runs up to her husband as Iron Man sets him down. She kneels down and takes off his mask. Hank says he's finally become the man she always wanted him to be before he dies. The others close in as Wasp weeps over her fallen husband.

Panther looks up to see the command ship heading towards them. Iron Man thinks he can deflect it but Cap asks if he can survive. Iron Man says he'll take that posthumous award and flies off.

There may be more than one Avenger death today

Iron Man flies in front of the falling craft, puts his back to it, and uses his boots to push it away. His onboard computer tells him that his power cells are down to two percent and falling. Iron Man orders that power be diverted from Life Support and continues on with the boot's renewed energy. However, the power cells completely drain and his suit powers down.

He falls below the ship as it crashes into the jungle in a massive explosion. The Wakandans cheer but Cap turns around to see Iron Man falling. Iron Man falls creating a big cloud of dust. Cap runs over and turns him on his back before taking off his helmet.

He won't let another teammate fall

Just then, Mjolnir glows and lifts off the ground floating back to Thor. Thor kneels next to Tony along with Cap. He holds Mjolnir up in the air and storm clouds form over Wakanda. Lightning hits Mjolnir and Thor puts his other hand of Tony's chest. Tony suddenly wakes up and the clouds disappear. Tony sits up and looks at Thor, commenting that he really is a God.

The rightful king restored

The elders catch the attention of Black Panther and bow before him, calling him his highness. Nakinda then asks what they should do with Kleiser. Panther suggests burying it. He turns to Captain America and says that it is over. Cap nods in agreement.

Fury descends from the airplane's ramp with a bandage of his head. He and the rest of the team close in around Betty and Wasp, both kneeling besides Hank.

The kingdom of Wakanda is still smoking but for the most part it and the surrounding jungle are fine.

Later, the airplane returns to the heavily damaged Triskelion. There are destroyed walkers still around. As the vehicle slows to a halt the ramp lowers letting the team out.

Not allowed to join in the Avengers games

High above, on top of the headquarters, Hulk leans over to watch the team. He sees Betty and calls out her name. On the ground, Betty stops and looks up. However, all she sees is the Hulk quickly hiding again. She turns back and walks with the others.

Overhead, the Hulk makes a massive leap away from the building.

Gone but not forgotten

Betty stands in the cell chamber looking at the hole that goes clear to the roof. She looks down at the chair and sees Bruce's glasses. Janet enters and says that at least he's still out there. The two then walk out of the room together.

Later, the team has a funeral for Hank. Tony sits at the bar and offers a toast to General Fury, in full military dress uniform, and Natalia, in the same red dress she once seduced Tony in. Fury goes on but Natalia stops and sits next to Tony. She takes the olive out of his drink and eats it seductively. Then she stands up and walks away.

Saying her final good bye

Janet stands by a table with many flowers and a large wreath. On the table is a picture of Hank in his Giant Man uniform minus the helmut. She stares into the picture and touches it before Betty walks up. Tony walks up and puts his arms around the two and they all walk away.

Thor stands back and watches them go. He then turns around and sits down.

Making up

Natalia stands on the balcony edge looking over when Steve walks up. Natalia tries to talk about their recent troubles but Steve stops her. He says they should look at their future and they kiss passionately.

Fury watches this as he holds two pints of mead. He walks over to the sitting Thor and offers him a pint. Just then three jets fly by trailing red, white, and blue smoke.


"My gratitude to you all. Many years have passed since your prince tread upon his native soil. So let us now welcome home T'Challa, son of Wakanda."

- T'Chaka, first line of the video

"They hate me."
"Give it time."

- T'Challa, first line, and T'Chaka about the elders

"Father, please. Don't go. Not now."
"I missed you, son. We will have our time together. I promise."
"At least allow me to go with you."
"As you will one day come to accept, this responsibility belongs only to the king."

- T'Challa and T'Chaka

"Your prowess in battle never fails to entertain. But after so many performances I am here to ensure your retirement."

-Herr Kleiser, first line

"So, the Prodigal Son has returned. Now the royal bloodline can finally end here, all over the jungle floor."

- T'Challa, Herr Kleiser, and Black Panther, last line

"Your highness, come with me."
[Nakinda opens the secret room]
"The Eye of Kings. The right of access has now been handed down to you.

- T'Challa and Nakinda

"You were supposed to call for backup."
"I didn't need it."
"This is the last time you do this to me. Oh look! You're wounded again. Steve, I know what you're doing. Believe me, I've been there. You cannot fill your life with this. It'll kill you."
"Then let it."

- Black Widow and Captain America, first lines

"So what are we now, a one man army?"
"You left me no choice."
"I'm just doing my job, General. That is what you thawed me out for, isn't it."
"You wanna be back on ice? Is that it? Cause that's exactly where you're heading. Feet first with a toe tag."
"If you'll excuse me, sir, I've signed on with Bravo Team for a warehouse raid."
"Not any more."

- Nick Fury, first line, Natalia Romanov, and Steve Rogers

"Dr. Banner, please stay focused on the video. That's good. That's very good. Now, at which point did you lose control of the Hulk? Was it here? Dr. Banner"
"I think so."
"Elaborate please."
"We've been over this."
"You do want the court to have a clear picture of what went on. Don't you? Don't you, Dr. Banner? Now let's start again. You made a conscious decision to become the Hulk. Why?"

- Dr. Oiler and Bruce Banner, first lines

"Where is T'Chaka?"
"He is... I am king of Wakanda now."

- Nick Fury and Black Panther

"I must know how to stop him."
"You can't."
"Why not?"
"Because I've killed him twice and he always comes back."

- Black Panther and Steve Rogers

"Looking good, hon. Just a minor spike in your insulin levels."

- Wasp, first line

"Hank, you're crashing! We have to terminate!"
"No! Just get me to sixty-one feet!"

- Wasp and Giant Man, first line

"Bring him down, slowly."
"You just blew two months of work!"
"You were beyond the safety margin. Hank, this is not worth your life."
"No! It's your ego! Sixty feet is the maximum strain your body can endure. So let's just put a pin in it and focus on the other phase of the project."
"Other phase! You mean shrinking! You can put a pin in that too, Janet!"
"If we don't start conditioning your body it'll never handle the transition in size."
"Forget it. I'm not going back to being a two-inch superhero."

- Wasp and Giant Man

"Tell her I refuse to supply any transitional hardware unless their programming is compatible. Oh, and Jarvis, send her some flowers too. And an apology for... well, she'll know."
"Certainly, sir. And on another matter. Shall I reschedule your meeting with the company vice presidents?"
"No need. I brought them with me."
"I have General Fury on the line"
[Tony falls down in pain]
"Ugh, I'll have to call him back."

- Tony Stark and Jarvis

"What could've made it so brittle?"

- Betty Ross, first line

"Hey, Betty."
"Hey, you. So, how are things going?"
"We're working things out. What about you and Bruce?"
"I haven't been to see him yet."

- Janet Pym and Betty Ross

"Daddy's home."
[Betty and Janet walk away]
"What? No hug for me? What about you big guy?"
"Shut up, Stark."
"Ah, it's good to be back."

- Iron Man and Hank Pym

"I mean, I realize the Hulk's made a disaster of things but he did get rid of the aliens. So..."
"No, he didn't."
"What? What are you saying?"
"They're still out there. I just thought you should know."
"Wait! What's Fury doing about it?"
"Nothing that concerns you."
"Please. I need something to think about. Something other than guilt."

- Bruce Banner and Betty Ross

"Steve, I know about Kleiser. So, if you'd like to talk..."
"There's nothing to talk about. When I find him I'm going to kill him, once and for all."

- Black Widow and Steve Rogers

"Bottom line: They don't want us in there."
"Sounds like a reason to pay them a visit."

- Nick Fury and Tony Stark on Wakanda

"Widow, you'll be in command."
"Demoted. I guess that makes him Private America."

- Nick Fury and Hank Pym

"My Lord, there have been complications in securing the planet."
"Nothing must stand between us and the meteorite."
"Nothing will."

- Herr Kleiser and Chitauri Command Ship

"T'Challa? What are you doing here?"
"I hear you arguing with the elders."
"Ah, we don't not always see eye to eye."
"They do not want you to send me away to school do they?"
"No. They do not."
"Then why do it?"
"Because I believe the future king of Wakanda should know something of the outside world."
"I do not understand."
"Change is on the horizon, son. Our nation should learn how to change with it."
"But if the elders believe..."
"A good king knows what is right, even when others tell him it is wrong."
"I do not ever want to be king, father."
"Ah, some day, T'Challa, you will be a great leader."

- Past T'Challa and Past T'Chaka

"Hey, Cap. Ever since I read about you in school there's something I wanted to know."
"Is this really the best time, Tony?"
"Well there may not be another time."
"What is it?"
"When you decided to jump onto that rocket back in 1945 did you think you'd come out of it alive?"
"Uh, really? You're a better man than me."
"That's not true."
"Hey, I'll fly with it. You got the guts, I go for the glory. I'm not really interested in posthumous awards."
"We never really know until the time comes."

- Iron Man and Captain America

"You should not be here."
"It's alright."
"You must leave immediately."
"We came for answers and we're not going anywhere until we get them."

- Black Panther, Captain America, and Black Widow

"I will not warn you again."
"Please, you wanted my help. I'm here to give it to you."
"I sought your advice, not your involvement."

- Black Panther and Captain America

"Come, you must not be seen."
"Why? Wouldn't your people understand if you told them we were here to help?"
"No. Because we have never needed help."

- Black Panther and Captain America

"Is that a Chitauri ship?"
"Yes. Shot down in 1942. Come this way."
"Wait. Your people shot it down?"
"There is more to Wakanda than what appears on the surface."

- Captain America and Black Panther

"So what could Kleiser be planning now? Do you have any idea?"
"No, but I believe my father did. He had been preparing me for this very time. I intend to avenge his death, Captain."
"I understand. More than you know."

- Captain America and Black Panther

"Sire, intruders have been..."
"What have you done!?"

- Nakinda and Black Panther

"Come out, come out. Wherever you are."

- Giant Man

"Spears? I'm afraid you'll have to do better than that."
[Spear destroys his wrist gun]
"Or not."
[Is hit with a log]
"Well, that's embarrassing."

- Iron Man

"It is I who allowed these outsiders to be here."

- Black Panther

"Father, I seek your guidance. The death vision I have been given, reveal to me, what does it portend? What befalls the Avengers?"
[Is shown the Chitauri Command Ship]
"I must warn them!"
"Midgard has turned its back on the Gods. You are much too involved with them."
"But I am involved!"
"You have meddled in the affairs of man far too long. Now leave them to their fates!"
"Father, I must do what is right."
"I forbid you to remain! Return to us at once!"
"I cannot. Forgive me."

- Thor and Odin, first lines

"The inner core of each ship contains a block of vibranium denser than any I've seen yet."
"Some kind of power source?"
"I think so. We know vibranium absorbs energy. So it made sense."

- Betty Ross and Nick Fury

"There's probably enough energy stored in that cube to power New York for six months. I can't even get a reading."

- Betty Ross

"Now, when you developed the supersoldier formula only for yourself, did you feel remorse over the destruction?"
"I need to see Professor Ross!"
"Please answer the question Dr. Banner."
"Look, that's the answer. Right there."
"Dr. Banner, try to stay focused."

- Dr. Oiler and Bruce Banner

"Dr. Oiler, isn't that an unsafe dosage?"
"What's unsafe is letting that man get too angry again."

- Technician and Dr. Oiler

"Let him go."
"I mean it. If the guy wants to go rogue who are we to stop him?"
"Are you serious? You'd leave him down there to die!?"
"If you ask me he'd be doing this team a favor."
"I...I can't believe you just said that."
"Okay, this ship as suddenly gotten very small."
"You know what, Hank, I'm done with this. I'm done massaging your ego. I'm done defending you to everyone. And I'm done supporting you!"
"Supporting me!? you have been holding me back!"
[Black Widow offers Wasp a gun]
"Oh, don't tempt me."

- Hank Pym, Wasp, and Tony Stark

"Honoring the past. Pledging your life to defend the secrets of our land. Protecting Wakanda from the outside world. These are the sacred decrees you have betrayed."
"The decrees are obsolete. Blindly adhering to him will only cause our downfall."

- Chief Elder and T'Challa

"These Western philosophies were learned beyond our boarders. We warned your father that such ideals would corrupt you."
"My father was a wise man."
"Who made an unwise decision. As such, we are forced to relieve you of your royal authority. And as chief elder, I assume the mantle of leadership."

- Chief Elder and T'Challa

"I've arrived with news of the Chitauri."
"It's too late. We already know about them."
"The real danger is not upon the ground, but in the Northern sky."

- Thor and Nick Fury

"Stark, do you need a medic?"
"Only if he moonlights as a mechanic. Just send drugs for me."

- Nick Fury and Iron Man

"You are correct sir. A most alarming development."
"So much for Iron Man version 6.7."
"Shall I prepare a memorial service, sir?"
"Nice to see you're so broken up about it. It was my favorite model."
"They were all your favorites at one time, sir."
"True. Now lets pick out my next favorite."
"I've always fancied the design and color scheme of the Tin Man armor."
"Nah, I believe heavy equipment is in order. The War Machine. Sturdy. Impervious."
"And handles like ten tons of tractor."
"Yeah, but it's got some sweet guns."
"Indeed sir."

- Jarvis and Tony Stark

"Bruce. Bruce, I was told you have something urgent to tell me."
"There! You see."
"When the Hulk strikes the vibranium hull it flashes just before breaking. Are those the same areas that became brittle?"
"Ah, they are. But what's it mean?"
"It gamma. The Hulk radiates it. I think that's what weakened the vibranium."
"Uh, that could be it."
"We need to run tests."
"There's a small gamma generator in my lab. Betty, just get me out of here."
"I can't. Fury's the only one with the release code. He doesn't..."
"I know. He doesn't trust me."

- Betty Ross and Bruce Banner

"I'm going to make things right, Jan. I promise. I...I can't believe you even wanted to be with me."

- Hank Pym

"Do you see now? We will never need the help out outsiders."
"I will never share your confidence."

- Chief Elder and T'Challa

"General Fury, I personally request S.H.I.E.L.D.'s help."
"You and everyone else. The whole world's under attack."
"But what the aliens are after is here in Wakanda."
"No more secrets T'Challa! What does Kleiser want!?"
"It is what you call vibranium."
"How much of it?"
"A mountain. An ancient meteorite buried beneath our land and extending to depths we cannot even imagine. It has given us protection. For in its unrefined state we can forge it into any weapon we choose. Without S.H.I.E.L.D.'s assistance Wakanda will fall and so will the rest of the world."

- T'Challa and Nick Fury

"You have betrayed your country for the last time!"
"If we do not get help, there will be nothing left of our country."

- Chief Elder and T'Challa

"I thought you were all dead."
"Not yet."

- Black Panther and Captain America

"I have commanded you to end your involvement, Thor."
"Humanity may have abandoned us, Father. But I will not abandon them."

- Odin, last line and Thor

"Now you die for the last time!"

- Herr Kleiser

"Don't kill me! Please don't kill me!"
[Chitauri motion to the captured Bruce Banner]
"You want that man? I can't!"
[Chitauri aim gun at Dr. Oiler]
"WAIT! WAIT! I can kill him for you!"
"What? No! NO!"

- Dr. Oiler, last lines, and Bruce Banner

"The gamma works."
"You're right."
"You have to get it to Fury."
"No! We have to get you out of here!"
"It's too late for me."
"Don't say that! Just...turn into the Hulk! Smash your way out!"
"I can't."
"I won't leave you like this."
"Betty...I'm sorry. I'm sorry for hurting you."
"I love you."
"I love you."
"Bruce! No!"

- Betty Ross and Bruce Banner, last line

"Hmm. Well, it's not the most stylish accessory, but strap it on."

- Iron Man

[Happy] "Janet! Are you alright?"
[Angered] "I'm okay, Hank."

- Giant Man and Wasp

"Can you get through its defenses?"
"Hey, piece of cake. Except for the big cannon. Not a fan of the big cannon."
"Leave that to me."
"It's all yours, buddy."

- Black Widow, Iron Man, and Thor

"Hold on. You're gonna need somebody watching your back inside that ship."
"Hank, what are you doing?"
"Sorry, big guy. I got no room for a passenger."
"I know how to make room."
"No! Your body can't handle it. Shrinking now will tear you up inside."
"Honey, I'll be fine. I need to do this."

- Giant Man, Wasp, and Iron Man

"Hank. Please."
"I told you I'd be fine. Stop babying me, huh."

- Wasp and Giant Man

"Nothing like flying first class!"

- Giant Man

"So, if Thor misses can we survive a hit from that cannon?"
"Let's just say you won't feel a thing."

- Giant Man and Iron Man

"Foolish boy. Do you think the power of the panther will serve you any better than it did your father? You cannot kill me."
"He's right."

- Herr Kleiser, last line and Captain America

"We have to flood the chamber!"

- Black Panther

"What are you doing?"
"I'll be alright. Go! I'll hold them off!"

- Iron Man and Giant Man

"Hank! Hank! WAKE UP! HAANK!"

- Iron Man

"Hank! HANK! Oh no!"
"See. I told...told you I could be...the man you always wanted me to be."
"You are, Hank. You are."

- Wasp and Hank Pym, final words

"It's going to hit the city!"
"I think I can deflect it."
"But can you survive it?"
"If not, I'll take that posthumous award."

- Black Panther, Iron Man and Captain America

"NO! Not another one!"

- Captain America
Avenger Big Three UA2.jpg

"You really are a God."

- Tony Stark, last line

"Your highness."
[Elders bow before Black Panther]

- Chief Elder, last line

"What shall we do with Kleiser?"
"Bury it." [Turns to Captain America] "It's over."

- Nakinda and Black Panther, last lines


- Hulk, same only line in both videos

"At least he's still out there, Betty."

- Janet Pym, last line

"Steve, things have been strained between us lately and I..."
"Shh. That's in the past. I think we should start looking at our future."

- Natalia Romanov and Steve Rogers, last lines

"Come on, Goldilocks. I'll buy you a pint of mead. It's not every day we save the world."
"Actually, General, I have saved Midgard on several occasions. Did you not hear of my victory over the fire demon Surter? They speak of it still in the halls of Valhalla."

- Nick Fury and Thor, last lines of the video


  • Although unspecified, the Black Panther's claws are most likely made of vibranium.
Blending of fur and jungle
  • The opening credits morph between animal fur and images of the African jungle.
  • The subtitle on the newspaper reads "NAZI MYSTERY MAN?" The actual text of the article is flipped upside down and reversed. The words are actually German.
  • The image on Military News is from the Avenger's attack on the S.H.I.E.L.D. satellite base. The subtitles on the magazine read "Captain America Lives Again!" and "Defeats Alien Invasion".
  • The van crashing into the chemical vat is most likely a reference to the 1987 RoboCop, where a villain was melted after he crashed his van into a vat.
  • Black Widow talks about being depressed as Captain America is. She probably means the grief she felt after her husbands died, thus earning her name.
  • Bruce Banner's prison number is 032360.
  • Using lots of recycled footage, images from Steve Rogers' dreams are footage from the first movie.
  • In the comics, Hank's body becomes unstable at sixty feet. He can only go to fifty-nine.
  • In the original comics, Hank Pym controlled ants, as seen in the first film, and could shrink down to the size of one under the name Ant-Man. It was later that he started growing in size under the names Giant Man and Goliath.
  • Hank's ungraceful exit from the experiment could be a reference to the Unidentified head-bumping stormtrooper from Star Wars.
  • This movie furthers the likeness to the 616 Iron Man rather than the Ultimate version. Here, he has a heart problem, as evident by the chest device he has, like the 616 version. In the Ultimate comics he has an inoperable brain tumor.
  • Totenkopf means Death in German. Similarly, the SS-Totenkopfverbände were in charge of Nazi concentration camps during World War II. It is unknown if Kleiser was meant to be part of this organization, vice-versa, or if he was part of something else entirely.
  • Technically speaking, a demotion from Captain in the army would be to Lieutenant not Private, though it was just a jest.
  • The tunnel the train went in before exploding was built in 1923.
  • Giant Man's walk through the jungle is very similar to a scene in the Watchmen series where Doctor Manhattan, who can also increase in size, does the same.
  • Betty's test of the vibranium cube is very similar to Alistair Smythe's test of Prometheum X in "The Alien Costume, Part Two".
A disaster of Biblical proportions
  • The first shot of the Chitauri field covering the Earth is of Egypt. In the Bible, some of the Plagues of Egypt include fiery hail (the Chitauri pods that crash to the Earth), blood (all the deaths), frogs (heads of Chitauri soldiers), lice (bug-like design of Chitauri), locusts (general desctruction by the Chitauri), darknesss (forcefield around the Earth), death of first born (Giant Man being the first man recruited on the team).
  • The alien walkers bear a strong resemblance to the Tripods from The War of the Worlds. Additionally, the Chitauri turn Dr. Oiler to ashes much like the Tripods could in the 2005 War of the Worlds film.
  • Bruce Banner's "death" is similar to Spock's from Star Trek II: The Wrath of Khan. Both Bruce and Spock are trapped behind a piece of glass while someone else is just on the other side. Both movies have the characters put their hands on the glass trying to touch the other person.
  • In the Ultimate comics, Hank does sacrifice his life during the Ultimatum series. It was made two years after this video, possibly inspired by this video.
  • In the comics, Herr Kleiser was eventually defeated by being eaten by the Hulk after Captain America told the giant that the Nazi had been "all over Betty" Ross.
  • The opening to the central core in the command ship looks suspiciously like a woman's vagina. The ship's design may be inspired by the work of H. R. Giger in the film Alien, where there was a similar opening into an alien ship.
  • Hulk says only one word, the same in both videos.
Definitely not Ultimate Thor
  • Unlike the previous film, the images during the credits are from the 616 (Main) universe rather than the Ultimate line. This is especially evident with Wasp (wearing her 616 uniform), Iron Man (which is from the Extremis series), and Thor's (which features him clean shaven, with a cape, and his winged hat). The other images are designs that are fairly close to the Ultimate design. However, Giant Man, Nick Fury, and Herr Kleiser (who has no 616 equivalent) are the Ultimate design. During the scrolling section some are from the 616 universe while others are from the Ultimate.
  • This is listed as Earth-3488 in the Marvel Multiverse.


  • If the Wakandans have spears that can kill the Chitauri during the end battle, presumably they are made of vibranium, why would the spear at the beginning have no affect?
  • The Wakandans speak English throughout the film. Although this helps the audience understand them, an isolationist group like this would be speaking an African language. Plus the Chitauri were shown speaking in their own languages which were subtitled, so it is not just an artistic decision on behalf of the filmmakers.
  • After T'Chaka is stabbed through the chest and falls to the ground there is a shot looking down. However, the hole in his shirt has no blood in it.
  • The rocks have a noticeable wake in the river, but T'Chaka's body does not.
  • There are numerous instances where images, footage, and memories are from angels impossible to have gotten because they are reused footage from Ultimate Avengers.
  • Military News should not have gotten that particular image unless Captain America recreated it perfectly for them.
  • Given the size of the shield and the amount of space between the two men in the van, the shield should have cut right through them and not able to slam on the breaks.
  • Like the magazine cover, the footage of Hulk's rampage could not have been gotten. It is simply footage from Ultimate Avengers filtered to look like a video.
  • At the end of Ultimate Avengers Bruce is held in his normal clothes. But in this movie he only has orange prisoner clothing.
  • Steve Rogers must have a great imagination because he remembers events in his dreams from angles he couldn't have possibly have seen.
Amazing that the skin came off but the hair stayed
  • In Thor's vision he sees the smoking skeletal remains of the Avengers, but the clothing and hair are perfectly fine.
  • S.H.I.E.L.D. has footage from 1945 where there were no camera, because it's just footage from the first movie.
  • It was assumed that Herr Kleiser was killed when the nuclear missile went off. Why would that be if he fell off long before Captain America who also survived?
  • In the opening of the first film, Captain America acts surprised when he hit Herr Kleiser with his shield who then morphed into an alien. Yet in this film's flashback he clearly sees something similar when Cap chops off his head.
  • Captain America mispronounces Chitauri when he sees the ship that was destroyed by the Wakandans. He says it more like "Shi-tori".
Not consistent with the source of the damage
  • Iron Man's damage does not match getting hit by a log.
  • When Iron Man is knocked down by the log his armor is fine. But when he gets up its badly damaged. Also, when Iron Man closes the door on the plane his armor is fine again.
  • When T'Challa first spots the Chitauri after being dethroned, the solider is disproportionately large. Also, the surrounding area does not match the later close-up.
  • When T'Challa leaves the chamber after he is stripped of his title he is wearing his African clothing. But after the camera shows the Chitauri soldier for a second he is immediately in his Black Panther suit.
  • Black Widow must have suddenly gotten very bad at shooting. When Black Panther reveals itself to be Herr Kleiser she fires two automatic guns at both Kleiser and the soldier but hits neither. Or she was not smart enough to bring vibranium tipped bullets.
  • S.H.I.E.L.D. could not get the camera angle of the Chitauri ship destroying the transport.
A mysterious person
  • When Thor teleports the team into S.H.I.E.L.D. Headquarters an additional, unknown man comes with them. The person disappears in the closer shots.
  • Why wouldn't S.H.I.E.L.D. have ever tested gamma radiation on vibranium? Nick Fury said in the first film that it absorbed energy like a sponge. So why not try all kinds?
  • The Stark Enterprises building is not consistent with Ultimate Avengers. In the first movie the STARK name rose above the roof. In this it is several stories down. Also the A has changed from the letter to an upwards arrow.
  • The energy field takes much longer than ten minutes to reach New York City. London was covered immediately and Moscow was shown to be covered for some time. The field started as Tony Stark got a new suit but NYC wasn't covered until well into the battle. This is especially noticeable when compared to how fast the field disappears.
  • The same red button fills Bruce Banner's cell with gas and empties it. So how does it know when to fill with more and when to empty?
  • When Iron Man fires two missiles to get into the base, one of the missiles leave behind an empty hole, while the other immediately refills. Refilling so fast nothing appeared to have left the hole.
  • Iron Man must be a lousy shot with the mini-gun. Inside the ship he continuously fires it but it's not shown even ricocheting off anything let alone hitting something.
  • In the overhead shot of New York City the Statue of Liberty is missing.
Someone forgot how shadows work
  • After the War Machine armor powers down Iron Man casts a shadow on the sky right behind him.



Actor Role
Justin Gross Captain America
Grey DeLisle Wasp
Michael Massee Bruce Banner
Marc Worden Iron Man
Olivia d'Abo Black Widow
Nan McNamara Betty Ross
Nolan North Giant Man
Andre Ware Nick Fury
David Boat Thor
Fred Tatasciore Hulk
Additional voices
James K. Ward Herr Kleiser
Additional voices
Jeffrey D. Sams T'Challa/Black Panther
Dwight Schultz Odin
Mark Hamill Dr. Oiler
Dave Fennoy T'Chaka/Black Panther
Additional voices
Susan Dalian Nakinda
Additional voices
Kendre Berry Young T'Challa
Chi McBride Chief Elder

Mark Hamill previously voiced Hobgoblin on Spider-Man, Maximus on Fantastic Four, and Gargoyle on The Incredible Hulk.

Chi McBride eventually went on to play Nick Fury in Ultimate Spider-Man, also inspired by the Ultimate universe.


See also Ultimate Avengers II (Video) Full Credits.
Job People
Distributor Lion's Gate Family Entertainment
Production Marvel Studio
In Association With MLG Productions 2, INC.
Based On Marvel Comics The Ultimates by Mark Millar and Bryan Hitch
Editor George P. Rizkallah
Music Composed By Guy Michelmore
Music Supervisor David Ari Leon
Voice Director Jamie Simone
Executive Producers Avi Arad
Craig Kyle
Eric S. Rollman
Co-Executive Producer Stan Lee
Producer Bob Richardson
Screen Story Greg Johnson
Craig Kyle
Screenplay Greg Johnson
Directors Will Meugniot
Richard Sebast
Supervising Director Bob Richardson


Ultimate Avengers 2 Soundtrack.jpg
See also Ultimate Avengers II Soundtrack.

The orchestral score was composed by Guy Michelmore and is conducted by the Seattle's Northwest Sinfonia Orchestra.

For this movie, Michelmore built on the thematic soundscapes from the first and infused it with authentic African sounds. To accomplish this he brought a gospel choir from West London to chant words in Swahili and West African languages. Many of the choir members' families originated from West Africa. He had worked with African musicians in the past and found Black Panther's theme quite easy. Of the themes in this movie Michelmore likes the Mothership Battle the most.[1]

The entire soundtrack is available on iTunes.[2]


The DVD cover

Special features include:

The Blu-ray cover

The movie was included in the Marvel Animation Six Film Set along with Ultimate Avengers, The Invincible Iron Man, Doctor Strange: The Sorcerer Supreme, Next Avengers: Heroes of Tomorrow, and Hulk Vs.

The Blu-Ray is packaged with Ultimate Avengers.



The team in the second film

Ultimate Avengers II, also called Ultimate Avengers 2 or Ultimate Avengers 2: Rise of the Panther, is a direct sequel to Ultimate Avengers. Typically making a direct-to-video feature takes about a year to make, but the producers were able to shorten the time by overlapping this movie with the first.

Unlike the previous movie, this is not based off the comics but is an original story following the first. In fact, the producers had to design Black Panther and Wakanda from scratch as neither were introduced in the Ultimate Marvel universe yet. It wasn't for another two years that Black Panther appeared in the Ultimate universe, with a much different backstory.

Black Panther was brought in for two reasons. One was because the character had not been used much in animation. The character had only appear in Fantastic Four and cameos in X-Men and The Avengers: United They Stand. The second was to give the Chitauri a reason to take over Earth. Coming up with their desire to take the vibranium under Wakanda allowed the producers to explore rarely seen territory. It also moved them beyond the standard taking-over-the-world villains.

Greg Johnson felt the sequel was more difficult to write. The first was more like The Dirty Dozen, but this had to evolve the characters without being a copy.

Bob Richardson felt that the PG-13 rating and direct-to-video status allowed the producers to be more true to the characters. He felt that this allowed them more violence and thus better able to show the action not possible in cartoon shows.

Kleiser's increased involvement was to give the Chitauri a voice.

Greg Johnson felt that having Bruce Banner have to pay for the Hulk's rampage would be a good way to bring him back.

Greg Johnson stated that Iron Man's suit provides him the perfect reason to remain closed off and act as a loner.

Bob Richardson increased the size of the alien battle in this film because he felt the first movie's battle could have been bigger.

This time around, the producers added a shake to the camera whenever Giant Man takes a step.

Greg Johnson wanted to include the character of Hawkeye in this or the previous movie. His intended origin was that during the World War II opening of the previous movie there would be a sharpshooter named Barton and Captain America would save his life. Hawkeye, Barton's grandson, would join the team. This would provide a unique relationship since he wouldn't be alive without Captain America. However, they already had too many characters and he was dropped.

The MPAA rated this movie PG-13 for intense acton violence.

The movie was screened for Comic-Con in 2006.[3]

For a possible sequel, Greg Johnson wanted to explore the origins of the Black Widow and how she came to be Nick Fury's number one officer.

Both Greg Johnson and Bob Richardson expressed interest into developing the Avengers into a series, but neither made any immediate effort. A series featuring the team with a similar roster appeared in The Avengers: Earth's Mightiest Heroes.


The movie has received mixed reviews with critics disagreeing on the positives and negatives. Some critics feel it surpassed the original while others feel it is more of a copy and at times worse. Generally, critics agree that it is a good continuation of the characters, but not so much a good movie on its own merits. The increased emphasis on Iron Man and Thor are usually praised. However, the animation and music, while good, have been cited as not very exciting.

It has a 6.9 on IMDb, 0.1 points higher than its predecessor. Among the community it has a 77% on Rotten Tomatoes, 6% higher than the predecessor. On it has a rating of three and a half out of five stars.


Jim Harvey of Marvel Animation Age said that "with an enjoyable script and some great animation, the movie manages to be an enjoyable affair, though not as fun as the original." Said that the movie worked well as a continuation but did not work one its own. He did say that the addition of Black Panther added some fun to the movie. He said the pre-credits teaser was brutal. Though he said that character development and a few twists kept the plot from growing stale. While he claimed that Thor was a deus ex machina in the first movie, he got more time to develop in this, as is the relationship between Hank and Janet Pym and Tony Stark's health problems. While it may focus more on Black Panther, he felt it was still Captain America's movie who was just as enjoyable here as he was in the first. He liked how it differed from the Ultimates comics, while still referencing them, creating its own universe. Given the ending, he would have enjoyed an Ultimate Avengers 3. He really enjoyed the voice work of Justin Gross as Captain America and David Boat as Thor who both add more depth this time around. He did like the continuation of the first movie and how it wrapped up the two movies. Though he felt the inclusion of Wakanda and Black Panther was forced. He said the action was good but not quite as good as the first. While the quiet scenes were better this time around, the action, especially the ones with Captain America, were not as good. He felt the action scenes were good except for the alien ships in the last half. He said the alien ship's animation was awkward. However, he did feel the intimate battles were better and had more humor. Overall he felt the animation was good except for a few problems. He called the movie a fine follow-up. "If you enjoyed the first feature, you'll enjoy this one. If you didn't like the first one? Well, unless the addition of Black Panther, I'm unsure if this would change any minds. For Marvel fans, this movie comes recommended. For others? Much like the first movie, it's well worth a shot."[4]

"Screw on Head" of Marvel Animation Age said that the movie was entertaining but not as good as the first. " Having said that, this second installment is a very fun ride that is well worth the purchase price." He enjoyed the movie on its own and as a continuation. However, he felt he final battle between Captain America and Herr Kleiser was disappointing. He felt that it should have been a fight to the death between the two rather than including Black Panther. But he did enjoy Black Panther's role in the film. He enjoyed all the other characters, but felt Giant Man's was the best. He felt Hank was more of a wise-ass cliche in the first film, but his sacrifice evolved the character and redeemed him. On the flip side, he was disappointed by Bruce Banner. He felt his "death" was anti-climatic given that Hulk was a large part of the marketing, clueing the audience in to the fact that he was still alive. He felt that Bruce's story was too dragged out and Hulk's involvement was more of a cameo. He felt the animation was excellent but lacked any of the iconic shots of the first. He felt that nothing stood out visually in the movie, except for Captain America's introduction battle. He said the score was just as good as first, but like the animation nothing stood out. Overall he enjoyed the film and would repeatedly watch it. He liked the twist of Herr Kleiser imitating Black Panther. "Mostly all of Iron Man's screen time is enjoyable and is many times worth a chuckle. On the whole the character design, art direction, and background design are lush and very pleasing to the eye. While it has its flaws, Ultimate Avengers 2 is a welcome continuation to the first film, and I know I'm not the only fan that would welcome another go 'round with 'Earth's Mightiest Heroes!'"[5]

Todd Gilchrist of said that the film was the origin story that Ultimate Avengers should have been. "By any definition, the film offers precisely what comic book fans want and expect from the kinds of set-up stories that established teams like the Avengers as iconic supergroups". He felt the writing was stronger this time with the characters feeling more legitimate, except for the relationship between Hank and Janet which felt forced. On the other hand, he felt that the animation was functional but not spectacular. He said the animation undermined the emotion, such has not having too much of a difference between irritation and boredom. He did say that each character got their own chance to show off their superhero nobility, which elevated the movie to something resembling a silver-screen-worthy event. He finished off saying that the movie will amaze long time comic book fans and anyone interested in animation, saying it surpassed the first in artistry and emotional intensity. He gave the film a 8.0 Impressive rating, while their readers gave it 8.3. "So while the big screen will certainly see live-action comic adaptations that exist on a larger canvas, and further, animated epics whose nuances are more deeply seeded in the stuff of real human feeling, UA2, as far as the burgeoning series of films is concerned, is indeed for the time being the ultimate."[6]

Felix Vasquez Jr. of Cinema Crazed said there were plenty of twists, including the death of Giant Man. But felt that those who read the comics would know what happens. He did feel the animation was excellent and is a lot of fun to look at. Though he felt it wasn't for children. However, he felt that as a sequel it was disappointing and expected more from it. He thought it was just a copy of the first. He said came off as lazy, hackneyed, and bland calling it more like The Real World: Marvel. He said it was boring and pointless, being more of the same generic superhero tale seen before. He felt the villains were too generic and the Nazi villain was unoriginal. He also said the Black Panther was nothing more than a supporting character and didn't do much. He complained that the Black Panther costume was generic and looked like a Power Ranger. He also felt that the War Machine armor didn't have much purpose, and that much of the movie was just padding itself with running time. He felt that Captain America was one-dimensional, Bruce Banner did nothing other than sit and whine, Tony Stark gloated, Betty Ross moped, Hank Pym was a prick, and Janet Pym was a doting subservient wife. He felt that none of them had evolved from the first movie. He said that the team not evolving was not helped by the fact that the villains were the morst boring ever. He felt that if they didn't widen their ideas it would get much worse. "While the animation is gorgeous, particularly in the animation of the women, and there are surprises aplenty, "Ultimate Avengers 2" is disappointing, thus I unleashed my wrath on it for not being a different film and insisting on being a boring, lazy re-iteration of the previous installment. Here's hoping we actually see something new in the next sequel."[7]

David Cornelius of did not care for Ultimate Avengers but looked forward to this movie. He felt the first had potential but was bogged down by mediocre storytelling, unimpressive animation, and a lack of direction. He hoped the follow-up could deliver the promises, but felt the sequel was as bland as the first. He said the movie suffered from the same thing as the first, that it had terrific ideas but was bogged down by cheap, half-baked plot points. He felt the Saturday-morning-cartoon-show style battles undermined the maturity the producers wanted. He thought Black Panther's ability to transform his head served no purpose other than for kids to think it's neat, contradicting the movie's goal of a grown-up superhero tale. He also thought the script was too disjointed especially in handling the Hulk/Bruce subplot. He said it came and went awkwardly and, except for the important plot point at the end, could have been completely cut out. He thought the whole thing was rushed with characters never fully reaching their potential. He claimed Giant Man's death was more of a cheat than having any emotional impact. He did not feel the future movies were very promising based on this movie. “Ultimate Avengers 2” is as cluttered, confused, and uninvolving as the first feature, only this time, everything feels just a bit more assembly-line, thrown together with little verve (and, sadly, little imagination). Comics fans will find themselves yawning instead of cheering. Not quite what Marvel had intended."[8]


Jim Harvey of Marvel Animation Age said the DVD had a nice bit of extras even if it was fewer than the first movie's. He did say that the audio and video quality were top notch. He said that battle scenes and the opening were stupendous, and if there were any flaws he couldn't find any. He said the best feature was the Ultimates segment which dealt with the history of the comics and the development of the two movies. However, other than the two previews he felt the others were just forgettable. He felt the "goofs" segment was just filler and the DVD-ROM game was just a time-waster. He felt it was odd that the DVD would contain a trailer for the first movie but not this one. He did feel that the previews for The Invincible Iron Man and Doctor Strange: The Sorcerer Supreme looked good and provided insight into the development of the films. "There’s some truly good material in here, but there should be more. The extras only look to add up to only 40 or so minutes of actual extras content. The featurettes and sneak peeks are worth checking out, but the DVD-ROM is (once again) a waste of space. The main attraction is, of course, the feature film, and the extras do add some context to it, but not as much as I’d like. Still, the disc is well put together and worth the hour or so it will take to go through the materials."[9]

Todd Gilchrist of gave the video an eight out of ten saying that while the animation itself is unspectacular, the image intensity and quality is impeccable. He said the CGI was blended well into the traditional animation. He felt the video transfer maintained the visual intensity of the comics while not reducing them to caricature. He gave the audio a nine out of ten claiming the audio was terrific. He felt this would be a good movie to show off a person's home theater system. However, he noted there were no other audio tracks. He gave the special features a six out of ten. He said the Ultimates featurette was welcome but more helpful towards the first film. He did feel it wasn't not really right for this movie. He felt the gag reel was funny with some being purely funny while others were more witty. He thought the two sneak previews would interest comic book fans but were short.


  1. Marvel Animated Features Q&A and mp3s at
  2. Soundtracks to Marvel Animated Films Available on iTunes at
  3. Ultimate Avengers 2 to Rock Comic-Con 2006 at
  4. Ultimate Avengers 2 by Jim Harvey at Marvel Animation Age
  5. Ultimate Avengers 2 by Screw on Head at Marvel Animation Age
  6. Ultimate Avengers 2 Review at
  7. ULTIMATE AVENGERS 2 at Cinema Crazed
  8. Ultimate Avengers 2 at
  9. Ultimate Avengers 2 (DVD) by Jim Harvey at Marvel Animation Age

External links

Direct-to-Video Features
Dracula: Sovereign of the DamnedThe Monster of FrankensteinUltimate AvengersUltimate Avengers IIThe Invincible Iron ManDoctor Strange: The Sorcerer SupremeNext Avengers: Heroes of TomorrowHulk Vs: (Hulk vs Wolverine / Hulk vs Thor) • Planet HulkThor: Tales of AsgardIron Man: Rise of TechnovoreIron Man & Hulk: Heroes UnitedLego Marvel Super Heroes: Maximum OverloadAvengers Confidential: Black Widow & PunisherIron Man & Captain America: Heroes UnitedLego Marvel Super Heroes: Avengers ReassembledLego Marvel Super Heroes: Avengers ReassembledMarvel Super Hero Adventures: Frost Fight!Hulk: Where Monsters DwellLego Marvel Super Heroes – Guardians of the Galaxy: The Thanos ThreatMarvel Rising: Secret WarriorsMarvel Rising: Chasing GhostsMarvel Rising: Heart of IronLego Marvel Spider-Man: Vexed by VenomMarvel Rising: Battle of the BandsMarvel Rising: Operation ShuriMarvel Rising: Playing with FireLego Marvel Avengers: Loki in TrainingLego Marvel Avengers: Time Twisted