Film: Avengers: Age of Ultron

aka: The Avengers Age Of Ultron

Warning: unmarked spoilers for previous Marvel Cinematic Universe films below this point.

"It's the end. The end of the path I started us on."

"Worthy? How could you be worthy? You're all killers. You want to protect the world, but you don't want it to change. There's only one path to peace...your extinction."
Ultron

Avengers: Age of Ultron is the 2015 sequel to The Avengers and the eleventh feature film in the Marvel Cinematic Universe series, written and directed by Joss Whedon.

Its cast includes:

Following the collapse of S.H.I.E.L.D. and re-emergence of HYDRA in Captain America: The Winter Soldier, Tony Stark reassembles The Avengers to take charge of world security. Realizing the Avengers can't respond to every threat, Stark also revives a long-discarded peacekeeping program called Ultron, an Artificial Intelligence based on Tony himself leading an army of Iron Man drones to maintain world peace. But Ultron evolves beyond his creator's programming and decides the only way to save the world from future threats is to eliminate the status quo and those who protect it, starting with the Avengers. With Ultron wreaking havoc, the team sets off to destroy the rogue AI, encountering new heroes (and villains) along the way.

Two prequel comics, Avengers: Age of Ultron - This Sceptere'd Isle and Avengers: Operation HYDRA were released ahead of the film.

If you were looking for the comic of the same name (which has minimal ties to the film itself), see Age of Ultron.

Previews: Teaser, Trailer 1 Extended Trailer, Trailer 2, Trailer 3, "Final" Trailer, Omaze TV Spot.

Avengers: Age of Ultron provides examples of:

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    A-C 
  • Aborted Arc: Thor's Achilles in His Tent storyline does get a resolution when he comes back claiming to have had "a vision" but what was meant to be a longer storyline ended up mainly a Missing Trailer Scene.
  • Achilles in His Tent: Two of them. After Scarlet Witch shows him a harrowing vision, of his people burning in Nordic Hel, and the Infinity Gems, Thor takes off to the University Erik Selvig teaches at to find answers and when he does, he comes back with a vengeance. However, by the end of the film, Bruce performs a self-imposed exile clearly disturbed of what he has become as the Hulk, signifying his Achilles in His Tent will be a long one.
  • Action Dad: It is revealed that Hawkeye is Happily Married with two children, and is actually expecting a third during the film.
  • Action Film, Quiet Drama Scene: The scenes at the farmhouse. In their own way, each character has to consider whether they deserve to be an Avenger.
  • Action Girl: Black Widow, Scarlet Witch and Maria Hill are all capable of kicking serious ass.
  • Action Prologue: The film opens with the team battling HYDRA and Baron von Strucker, before moving onto the main plot after the opening credits.
  • Adaptation Name Change:
    • It appears that the MCU will be calling them Enhanced instead of Mutates (a Marvel term for humans that have gained powers somehow, in contrast to Mutants, who are born powered). This term was coined by Jemma Simmons on Agents of S.H.I.E.L.D. as a new classification for the SHIELD Gifted Index after encountering Calvin Zabo.
    • The Hulkbuster suit is named "Veronica" by Stark and Banner.
  • Adapted Out:
    • Tony Stark creates Ultron instead of Hank Pym, Ultron's creator in the comics.
    • Quicksilver and Scarlet Witch's father Magneto and the term "mutant" do not appear, due to 20th Century Fox owning the X-Men film rights — instead, the twins' powers are the result of experimentation and their father is mentioned to have died in a bombing alongside their mother. It should be noted that their relation to Magneto was originally a Retcon, and that said retcon has since been lifted — effectively making this an Averted Trope. Of course, the only reason said retcon was lifted in the first place was because of this movie.
    • Also related to X-Men, Ultron was the introduction of adamantium to the Marvel Universe, with a body built out of it. Given Fox also owns the rights to that (adamantium is more associated with Wolverine than anyone else), instead Ultron builds a new body out of vibranium, the equally resistant element that constitutes Captain America's shield.
    • In comics, the Vision's mind is a copy of the mind of Wonder Man, and has to struggle with having a human mind in a robotic body. In the film, Wonder Man does not exist, and neither that special relation, as J.A.R.V.I.S. was already an artificial intelligence to begin with.
  • Adaptational Badass: Vision is not nearly as important or powerful in the comics as he is in the movie. In the comics he has a pretty standard powerset - flight, higher than average toughness and strength, density manipulation powers, and a beam weapon in his solar-powered gem. He is basically an android given life by copying the brain of another existing superhero. He is also the Avenger most often destroyed because he can be easily rebuilt, and was literally left in the Avenger's warehouse for years and was not present during many major story arcs like "House of M" or "M-Day", and has only been written back into the comics in the last three years. In this film, he is created through a combination of artificial cells and the mind of JARVIS, animated by Thor's lightning. He has strength and toughness rivaling Thor thanks to vibranium incorporated right into his cells, his solar gem is replaced with an Infinity Stone, and he holds the distinction of being one of the few in this universe worthy of Mjolnir, something even this version of Captain America cannot claim.
  • Adaptational Wimp: Baron Von Strucker, a big name villain and serious physical threat in the comics, is a cowardly Smug Snake who makes a brief appearance and then gets killed off-screen by Ultron.
  • Adaptation Distillation: The film incorporates Ultron and Vision's intro story (Avengers #54-58), Quicksilver and Scarlet Witch leaving a terrorist organization to join the Avengers (Avengers #16), the Sentient Armor story-line in which Iron Man created an AI suit that went insane and tried to kill him (Iron Man vol.3 #26-30), Ultron using multiple bodies (Ultron Unlimited), and the name of the Crisis Crossover Age of Ultron.
  • Advertised Extra: Nick Fury's been getting a lot of presence in the posters and trailers, despite his role being much smaller this time around.
  • Affably Evil: Ultron, incredibly so.
  • Afraid of Their Own Strength: Banner, now that he's willingly transforming to fight with the Avengers, is afraid of what the Hulk could do to his teammates or innocent civilians. After Scarlet Witch makes the Hulk go on a rampage in Africa, Banner decides to run away after the crisis with Ultron is over, and the last we see of the Hulk is him flying away in the stealth quinjet. It's also why Natasha is in love with Banner: amidst all the fighting men all her life, he's the one who'll always run away from a fight because he knows he will always win.
  • Age of Titles: Used as a subtitle.
  • Aggressive Negotiations: When Tony breaks into the fort and everyone starts firing at him:
    Tony: [unfazed] Guys, stop. We gotta talk this through.
    [shoots all the HYDRA troopers in the knees]
    Tony: Good talk.
    Henchman: [weakly from the floor] No, it wasn't!
  • A.I. Is a Crapshoot: Despite being created by Tony Stark to help the heroic Avengers, Ultron decides he can only make the world safer by violently forcing it to evolve, before someone like Thanos just destroys the planet outright. It's pointed out by Wanda and Vision later in the film that Ultron basically wants to save humanity and wipe it out, and has concluded that the former can be accomplished by the latter.
    Tony: I tried to create a suit of armor around the world... but I created something terrible.
    Banner: Artificial Intelligence.
  • All There in the Manual: The movie has a tie-in prequel comic called Avengers: Operation HYDRA, which deals with how the team reassembled after the events of The Winter Soldier.
  • And Show It to You: Scarlet Witch destroys Ultron's vibranium body by pulling his "heart" (really a power source) out through his chest. She does this to demonstrate to him what her grief following her brother's death feels like.
  • Antagonistic Offspring: Ultron's Arch-Enemy is his own creator, Tony Stark.
    Tony: It's me [Ultron's] after.
    Vision: That's true, he does hate you the most.
  • Antagonist Title: The eponymous Ultron serves as the film's main villain.
  • Anti Climax Cut: Hawkeye promises that he's taking the Avengers to a safe house. Cut to their destination, which is... a house. Not anything with security technology or weaponry or protection, just, you know... regular old house.
  • Apathetic Citizens:
    • As a fight rages on with a semi truck, the back door dragging on the ground, Captain America clambering up it, the other cars on the road just keep on going as if they drive around this sort of thing every day, not dropping back from the danger at all.
    • Parodied when the Avengers prepare to evacuate Sovokia before the final battle. Quicksilver runs into the police department and tells everyone to leave the city for their own safety. He leaves, and the citizens just get back to whatever they were doing. Moments later, Quicksilver returns with an assault rifle and starts shooting the ceiling to be sure everyone's paying attention and gets leaving.
  • Apologetic Attacker:
    • Ultron apologizes after accidentally severing Ulysses Klaue's arm, but he's being at least slightly sarcastic.
    • Then there's Tony throughout his entire fight with the Hulk. The comedic timing of these apologies are gold.
  • Applied Phlebotinum: Loki's scepter, an Ancient Artifact with magical Super Empowering properties. It is directly tied to all the new lead characters: it grants Pietro and Wanda superhuman abilities, is used to bring Ultron to life, and plays a role in the Vision's creation. It's eventually revealed to contain the fourth Infinity Stone (the Mind Stone).
  • Arc Words:
    • "Monsters"
    • "Together"
    • "End"
    • To a lesser extent, "Worthy"
  • An Arm and a Leg: Klaue tells Ultron that he reminds him of Stark, and Ultron accidentally cuts his arm off in a fit of rage.
  • Artificial Intelligence: Unsurprisingly, a big part of the plot. Aside from J.A.R.V.I.S., Tony Stark has a bunch of extra AI programs including one called FRIDAY, which Tony uses to run his armour after J.A.R.V.I.S. is gone. Ultron starts off as a program designed to run the Iron Legion, before Tony's tinkering and the power of the Mind Stone cause it to develop true sentience. Later, the Mind Stone transforms the remains of J.A.R.V.I.S. into the sentient Vision.
    • In a blink-and-you'll-miss-it Mythology Gag, among the data chips that Tony picks FRIDAY out of is one labeled "JOCASTA"—the name of the robotic bride that Ultron created for himself in the comics, who later served as an Avenger in her own right and, for a period of time, as Tony's personal A.I. assistant.
  • Ascended Extra:
    • Hawkeye, the Avenger that got the least amount of screentime in the previous movie, gets a considerably larger role in the sequel. His family is even briefly shown.
    • J.A.R.V.I.S. in a sense, he ascends from an A.I. created for the MCU. To becoming tied to the origin of the Vision.
    • Dr. Helen Cho. In the comics, she's an extremely minor Posthumous Character, and is only notable for being the mother of Amadeus Cho. Here, she's a fairly important character and is significantly more fleshed out.
    • Laura Barton. She was a very minor character in The Ultimates who only appeared in two issues, and is most notable for dying to advance Hawkeye's storyline. She is not only alive in the movie, but has a fairly sizable role and gets some great lines.
  • Ascended Meme: In Thor: The Dark World, Thor hangs Mjolnir on a coat hanger when he enters Jane's apartment, leading to jokes that the coat hanger was worthy. At the end of this film, Steve ponders on the implications of Thor leaving his hammer in an elevator, which would still be able to move despite the infinitely heavy hammer.
  • Ask a Stupid Question...: There's one in the opening minutes.
    Random Mission Control Mook: It's the Avengers!
    Baron Strucker: Can we hold them?
    Random Mission Control Mook: It's the Avengers...
  • Ass Kicking Pose: In one scene, the Avengers all strike mid-air battle poses right before falling upon a platoon of doomed HYDRA troops.
  • Back from the Dead: J.A.R.V.I.S., somewhat. The original program appears to be torn apart by Ultron so he could escape during the Avengers' party, but was in fact hiding, preventing Ultron from accessing nuclear launch codes. He is then used as the basis of The Vision's programming.
  • Back-to-Back Badasses: The heroes form a defensive circle facing outward during the climactic battle with Ultron's army.
  • Badass Crew: The team expands beyond the original membership, incorporating both new and old members with each hero bringing something special to the crew.
  • Badass Longcoat: Clint's Final Battle outfit sports a short coat.
  • Badass Normal:
    • Black Widow and Hawkeye, the latter of whom lampshades this. As does his wife.
      Hawkeye: We're fighting an army of robots... and I have a bow and arrows.
    • While talking to his wife about the Avengers:
      Laura: I see you with the Avengers, and well... they're like gods.
      Hawkeye: You don't think they need me?
      Laura: Actually, I think they do - and that's scarier.
  • Ballroom Blitz: The Avengers have a little party at Avengers Tower, drinking and playing games like trying to lift Thor's hammer, when Ultron and his drones attack.
  • Battle in the Center of the Mind:
    • A cyberspace variant occurs shortly after Ultron wakes up and he and J.A.R.V.I.S. have a software war, complete with duelling code.
    • A rematch of sorts happens when Vision first clashes with Ultron and Vision cuts off Ultron's access to the internet, trapping him in his physical form.
  • Become a Real Boy: Ultron has a bad (as in, destructive) case of this, combined with I Just Want to Be Special. He's obsessed with humanoid form even though it's explicitly stated such a form is inefficient. The first thing he asks after his "birth" is where his body is. He even tries to upload himself to an organic body so he can keep "evolving" before being thwarted by the Avengers.
  • Benevolent A.I.: J.A.R.V.I.S. and The Vision. J.A.R.V.I.S. sacrifices himself to stop Ultron from starting nuclear Armageddon. The Vision is similarly a paragon who wants to protect life rather than force destruction on it.
  • Berserk Button: Ultron completely loses it whenever someone compares him to Tony Stark.
  • Beyond the Impossible: The trailers include a shot of Captain America's "completely vibration absorbent", impenetrable, Unobtainium shield snapped in half. Note that this is the same shield that reflected a full-powered blow from a Norse God. However, in the film itself, this is merely in Tony's vision caused by Scarlet Witch's mental abilities.
  • Big Bad: Ultron serves as the film's main antagonist, after an initial battle between HYDRA and the Avengers.
  • Big Damn Kiss: Between Bruce and Natasha. Granted, she pushes him off a cliff immediately after, but it's still cute.
    Natasha: I adore you... But I need the other guy.
  • Bittersweet Ending: The Avengers protect the people of Sokovia, defeat Ultron, and Save The World. But Quicksilver dies in the Final Battle, Hulk goes into hiding without telling the others anything, Thor returns to Asgard to deal with the Infinity Stone issue, and Hawkeye and Iron Man leave the team for the time being, prompting Captain America and Black Widow to create a new team with Scarlet Witch, Vision, War Machine, and the Falcon.
  • Blood Knight: Ultron accuses Captain America of being "God's righteous man, pretending you could live without a war". Similarly, Steve's "nightmare" from Scarlet Witch is Peggy telling Steve his fight is over and the world no longer needs him. In the end, Steve concedes that his home is now with the Avengers, whomever they may be.
  • Body Backup Drive: Whenever Ultron's physical form is destroyed, he simply uploads himself into another robotic body, or upload himself as pure consciousness to the internet. Vision has to block his connection to the internet first, and then every single body he's built has to be destroyed to stop him.
  • Book Ends:
    • In Clint and Pietro's first encounter at the Sokovian HYDRA fort, Clint is injured by gunfire after Pietro distracts him. In their last encounter, Pietro sacrifices himself to save Clint from gunfire.
    • The movie's first and last setpieces are in Sokovia. However, the team is fighting against an existing enemy (HYDRA) at the start, and a new one (Ultron) at the end.
    • Pietro and Wanda start the movie with only each other in this world. At its conclusion, Wanda has lost her only surviving kin, but gained a new 'family' as part of the Avengers.
    • Falcon shows up at the start of the movie and is bummed about not being an Avenger. In the final scene, he shows up as part of the new Avengers line-up.
    • Ultron first appears to the Avengers in a badly damaged robotic body. Ultron's last body is confronted by The Vision, badly damaged.
  • Brain Uploading: An odd case. Rather than a human attempting to upload their mind from a body into a computer, it's Ultron, a computer program, attempting to upload his mind from the network into a specially-designed body. Later, Tony and Bruce try to upload J.A.R.V.I.S. into the same body, despite opposition from Steve, Wanda and Pietro.
  • Break Out the Museum Piece: Downplayed but present. The Helicarrier that Fury brings in to evacuate the civilians is the same one from The Avengers, rather than the newer model seen in The Winter Soldier.
  • Breakout Character: Captain America in the film's promotional material, due to the success of Winter Soldier. Chris Evans' name was moved to the center of promotional material to reflect thisnote .
    • Cap moved from the back row of the poster for The Avengers to absolute front of Age of Ultron's poster.
    • Cap can be seen standing side by side with Iron Man, with all other Avengers omitted, in the first Empire Magazine cover for the film.
    • Cap also puts up a much greater fight against the film's main villain than he did against Loki.
    • Cap is also the de facto leader of the Avengers by the film's end, with Iron Man retiring from the team, and Cap heading up a new roster.
  • Brick Joke:
    • When Hawkeye is patched up at the start of the film, Dr. Helen Cho assures him that his girlfriend, if he had one, wouldn't be able to tell the difference. When we later meet Hawkeye's wife, she feels the new skin and notes that it's different.
      • In the same scene, Hawkeye mentions that he doesn't have a girlfriend. Which is completely true. He doesn't have a girlfriend; he has a wife.
    • Steve using strong language in the final battle and being jokingly called on it by Fury, after he chides Tony for using strong language in the first battle.
    • The Vision effortlessly lifting Thor's hammer, much to the other Avengers' shock. At a party during the beginning of the film, every single one of them failed to do so, and reinforced some time later when Pietro in Bullet Time sees Mjolnir flying past him and tries to grab it only to be dragged down the length of the warehouse.
    • Clint leaves his wife promising her that, after the last modification, he'll stop working on the house. After a while, he and Natasha are seen talking about another thing he could change in the house.
    • "We create our own demons." Literally, in this case. And, for that matter, Ultron references the line as well, we all create our own... smaller people.
  • Bridal Carry:
    • Pietro carries Wanda like this when they both need an expedited form of travel.
    • Vision catches Wanda in his arms when the city landmass is detonated and starts dropping.
    • The Hulk arguably carries Natasha like this when he is bringing her to safety on the helicarrier.
  • Briefcase Full of Money: The 21st century equivalent. When Klaue balks at giving Ultron his entire supply of vibranium (which, given that Klaue has already been literally branded as a criminal in Wakanda, is likely to be all he's ever going to get), Ultron responds by taking a brief trip through the web to arrange for an astronomical funds transfer.
  • Buffy Speak: Ultron's big speech about people creating the things they fear most gets a trademark Whedon mood-breaking moment when he forgets the word "children", instead calling them "smaller people" until he recalls the right word.
  • Bullet Time: Pietro sees a bullet suddenly emerging from the floor in front of him, and realises too late that he was standing on glass Clint shot at from below during the fight in the HQ.
    • He also sees Mjölnir flying by and had a "hey, this would be fun to use" look on his face, and grabs it. Unfortunately for him, Mjölnir deems him unworthy and continues on its merry way with him holding on.
  • Call Back:
    • The film begins with the Avengers fighting HYDRA, who returned in Captain America: The Winter Soldier.
    • Also from Winter Soldier - one of the personnel on Nick Fury's new Helicarrier is the same guy who refused to launch Project Insight, even with Crossbones pointing a gun at his head. Presumably, Fury picked him for his loyalty.
    • Baron von Strucker is using Loki's scepter from The Avengers as the Plot Device in his evil plan.
    • HYDRA has energy weapons similar to those used in Captain America: The First Avenger. These are indicated to be either reverse-engineered Chitauri technology, as he has one of the large transport creatures strung up in his lab, or the old HYDRA designs powered by the scepter instead of the Tesseract.
    • Tony uses upgraded versions of his Iron Legion from Iron Man 3, which soon get hijacked by Ultron.
    • At one point, Thor chokes Tony, like his brother Loki did in The Avengers.
    • By the end of Hulk's rampage caused by Scarlet Witch's manipulation, Hulk lifts his head out of some rubble and gets knocked out by a punch to the side of the head from Tony in the Hulkbuster armor, mirroring what Hulk did to Thor in the previous film.
    • When Maria is giving Steve her Expospeak on the Maximoff Twin's powers, followed by her simpler explanation, it's the same as the previous movie where Stark and Banner spoke science, leaving him confused.
    • In The Avengers, Thor accidentally supercharges Iron Man's armour with his lighting, and later levels an entire forest by accident when he uses Mjolnir on Cap's shield. In this film, he and Cap use the latter technique deliberately to take out a HYDRA platoon, and Thor uses his lightning to supercharge the Vision's body and bring him to life. Amusingly, some of those things from the first film were flagged by critics for seeming like a Chekhov's Gun that didn't pay off.
    • During the party scene, Sam mentions that he's doing work on their "missing persons" case while Steve is off being an Avenger, referring to the ongoing hunt for the former Winter Soldier, Bucky Barnes.
    • Thor pours the Captain some Gargle Blaster that can leave a regular person in a stupor. Captain America: The First Avenger established that it's very hard for Steve to get drunk.
    • The Red Room, where female spies and assassins like Black Widow were trained, should be familiar to viewers of the MCU-miniseries Agent Carter.
    • Hulk, once again, one shots the main villain with comically little effort. Twice in fact.
  • Call to Agriculture: The last we see of Hawkeye, he has returned to his wife and children at the farmhouse. Tony also quips that he may consider starting a farm with Pepper when he says goodbye to Steve.
  • Came Back Strong: The Avengers keep destroying Ultron's mechanical chassis, only to have him upload himself into increasingly upgraded physical forms. In the climax, the main Ultron body is made of Vibranium.
  • The Cameo:
    • Hayley Atwell, Idris Elba and Julie Delpy all appear in Cap, Thor and Natasha's "dreams" created by Scarlet Witch.
    • Andy Serkis during the tanker fight scene in Africa.
    • Stan Lee, as per usual, this time as a World War II veteran at Tony's party. Interestingly, Stan is credited as "himself" this time around, which is completely valid (beyond the fictional aspect of hanging out with the Avengers), as he did indeed serve in the U.S. Army during World War II.
  • Car Cushion: When Cap battles Ultron on top of the semi truck, he gets flung not once, but twice onto the windshield of the car behind them. Later, he gets knocked into a car by a drone.
  • Car Fu:
    • Captain America flips over the motorcycle he is riding and throws it at a HYDRA jeep.
    • Hulk tosses a car at Iron Man and when he catches it, he shoulder checks the car into him.
    • Ultron tosses a few cars around while escaping through Seoul.
  • Casual Danger Dialog: As Hawkeye and Black Window are driving through the city during the final battle, Hawkeye starts talking about a renovation he could make to the house.
  • Catchphrase Interruptus:
    Captain America: Avengers
    [smash to end credits]
  • The Cavalry: When the Avengers can't evacuate a city that has been turned into a Floating Continent by Ultron, Nick Fury arrives with the old helicarrier to help.
  • Changing of the Guard: By the film's end, several of the original Avengers lineup have retired, left to attend to other matters or just plain disappeared. A new team is unveiled in the final moments: Captain America, Black Widow, War Machine, the Falcon, Scarlet Witch and the Vision.
  • Chekhov's Gun:
    • Flipped onto the heroes in this case. Remember how the Iron Legion from Iron Man 3 can be controlled by AI? Ultron did.
    • Helen Cho has invented a synthetic tissue that mimics human biology, which she uses to heal Clint. The same technology is later used to construct Vision's body.
    • Two from the previous movie (both involving Thor): the shockwave created when his hammer hits Cap's shield gets weaponized, and his lightning supercharging Tony's technology is used to give life to Vision.
    • During the final battle, Cap damages one of Ultron's drones, which Ultron is using to taunt him, and throws it off the edge of the flying city. This drone reappears at the end, damaged but still functional, as the last vessel of Ultron's consciousness. Vision caught him trying to sneak off.
    • Loki's scepter from the previous film. The artificial intelligence found within its gem is used by Tony and Bruce to complete Stark's global defense program Ultron. Later Ultron used the scepter to force Helen Cho via mind control into constructing Vision's body and places the scepter's gem on his head.
  • Chekhov's Gag: In what seems to be a throwaway scene, the Avengers try to lift Thor's hammer at their celebratory party, with none of them succeeding because they're "not worthy". As the team heads to Sokovia for the final battle, Vision casually hands Thor's hammer to him, to everyone's shock. He later uses the hammer briefly as well.
  • Chuck Cunningham Syndrome:
  • Civvie Spandex: Quicksilver and Scarlet Witch wear ordinary clothes that resemble their comic book costumes instead of actual superhero duds, with blue and grey athletic gear for Quicksilver and a black dress and red leather jacket for Scarlet Witch. At the end of the film, Scarlet Witch dons a more traditional red leather costume with Badass Longcoat, after she joins the new Avengers team.
  • Clarke's Third Law:
    • Played for Laughs when a slightly tipsy Hawkeye ribs Thor about his "magic hammer."
      Clint: "Whosoever, be he worthy, shall have the power," whatever, man! It's a trick! It's a circus sideshow, and that is it. And you know it.
    • Tony also jokes Mjolnir's "if he be worthy" clause just means it's coded to Thor's fingerprints, something Thor is amused by.
      Tony: The handle's imprinted, right? Like a security code? "Whoever is carrying Thor's fingerprints" is, I think, the literal translation.
      Thor: Yes, well, that's a very, very interesting theory. I have a simpler one: [lifts Mjölnir] You're all not worthy.
  • Clothes Make the Superman:
    • Black Widow wears a new suit that enhances her attacks with bursts of electricity. This is a bit of a subversion, as in prior films, she still kicks a metric ton of ass without any powers.
    • Both Iron Man and War Machine have suits of Powered Armor that give them their special abilities.
  • Co-Dragons: Quicksilver and Scarlet Witch both side with Ultron at first, before they realize that he's not a savior like he claims to be.
  • Colony Drop: Ultron can't get the nuclear codes to destroy humanity, so he transforms an entire city into a Floating Continent powered by a vibranium reactor that he plans to raise up into orbit and drop on the Earth to create an extinction level event.
  • Combination Attack:
    • In the opening, Thor smashes his hammer into Captain America's shield like a gong, creating a shockwave that wipes out a troop of HYDRA soldiers.
    • In the finale, Vision, Iron Man and Thor simultaneously attack Ultron to melt part of his Vibranium armor.
  • Combined Energy Attack: During the climax, Thor, Iron Man and Vision combine their beams on an attack that greatly weakens Ultron's exterior.
  • Comic Book Movies Don't Use Codenames:
    • Wanda and Pietro Maximoff are never referred to as Scarlet Witch and Quicksilver. The closest is when Tony refers to Wanda as 'that little witch'.
    • Ulysses Klaw appears under his original surname of Klaue, instead of his supervillain name. Justified, as his appearance is merely an Early-Bird Cameo.
    • Hawkeye, normally called Clint Barton by everyone, is called "Hawkeye" once by his wife.
    • The Vision, however, is only referred to as such. He clarifies that he is neither J.A.R.V.I.S. nor Ultron, and so would not have had a proper name. Thor seems to have informally named him, after claiming that in his visions he saw that the android was key to stopping Ultron. When he and Ultron first meet, Ultron proclaims him as "his vision" (most likely lowercase).
  • Composite Character:
    • Black Widow wields a pair of batons much like those used by her fellow Avenger, Mockingbird. Though downplayed as Mockingbird herself is also a part of the MCU.
    • Quicksilver and Scarlet Witch start off as a pair of superpowered twins working for Baron von Strucker. This is much like the Fenris twins, Strucker's own mutant children from the comics.
    • Ulysses Klaue has taken many elements of his father, Fritz Klaue, such as being a smuggler and ally to Baron Strucker, the unique spelling of his surname and overall look.
    • Helen Cho has undergone the reverse, taking elements of her comicbook child, supreme intellect in particular. She also essentially becomes the MCU version of Phineas Horton, creating the Vision's synthetic body.
    • The Vision has elements of Adam Warlock, namely the Infinity Stone embedded in his forehead.
  • Contagious A.I.: Ultron is everywhere, all over the internet and can inhabit every robotic body he creates. He even lampshades this by destroying his current body mid-monologue and continuing to gloat without missing a beat in his brand new body.
  • Continuity Nod:
    • Steve's new Captain America costume combines the patterns of the "stealth suit" from Captain America: The Winter Soldier with the color scheme of his Captain America: The First Avenger uniform.
    • Tony's new Iron Man suit combines the modular design of the Mark 42 from Iron Man 3 with the red and gold color scheme of his armors in Iron Man, Iron Man 2, and The Avengers.
    • Strucker calls himself "technically a thug for S.H.I.E.L.D." in response to Captain America calling him a thug for HYDRA. Cap retorts that he's technically out of a job then, given S.H.I.E.L.D.'s dissolution.
    • The Hulkbuster armor likewise incorporates the technology of the Mark 42 from Iron Man 3, flying out of the sky to Tony's location in pieces and assembling around him. The main leitmotif from that film even plays briefly as he does this.
    • Tony is still suffering from the alien-related anxiety and PTSD he displayed in Iron Man 3. This plays a major role in the creation of Ultron and the new Iron Legion in the first place.
    • War Machine appears in this film as War Machine, not the America-themed Iron Patriot from Iron Man 3. Clearly all the jokes at his expense in that film convinced him to switch back to the classic look.
    • Near the start of the film, Sam Wilson shows up and is stated to still be searching for Bucky Barnes after the events of The Winter Soldier. It's revealed that he's doing this while Steve is otherwise preoccupied with his Avengers commitments.
    • The events of Thor: The Dark World made Jane Foster and Erik Selvig very sought after by the scientific community: the former is absent due to too much work, and when Thor visits the latter he's driving a luxury car.
    • When Wanda uses her mental abilities on the Avengers, Hawkeye is the one to take her down, stating he didn't care for it the last time someone tried to brainwash him.
    • The importance of the Infinity Stones, first revealed in Guardians of the Galaxy, is reiterated here when the Avengers learn of their existence. Also glimpsed in Thor's vision are the four Infinity Stones seen to date: the aforementioned Mind Stone, the Power Stone, the Aether (Reality Stone), and the Tesseract (Space Stone).
    • One of the staff aboard Nick Fury's Helicarrier is the S.H.I.E.L.D. technician who refused to launch the Insight carriers.
    • Steve tells Bruce that he'd seen Natasha flirt up close (referring to their Undercover as Lovers scene in Captain America: The Winter Soldier) and says that it wasn't anything like her interactions with Bruce.
      [beat]
      Bruce: Wait, what do you mean "up close"?
    • Bruce says "he physically can't" have kids, and suggests the person he's talking to does the math. When he tried to have sex in his film, he risked Hulking Out. Alternate methods such as A Date with Rosie Palms aren't discussed, but it can be assumed Bruce has considered them and ruled them out.
    • In the first movie, when Thor challenges Cap when he tries to break up Iron Man and his fight. Thor attacked his shield which cause a tremendous shockwave when his hammer collided with it. In this film, during the fight with the HYDRA agents, they use the same method to wipe out a few troops.
  • Conveniently Empty Building: As he's battling the out-of-control Hulk, Tony scans an under-construction skyscraper, confirming that it's empty. In the middle of the day. While it's possible that they fled when the Hulk showed up or that it isn't a work day, it's either really lucky or a function of probability - still coupled with some luck - if one assumes he had his suit scanning the entire city..
  • Cool Bike:
    • Captain America rides a souped-up motorcycle into the opening battle with HYDRA, which he then throws at one of their tanks as an improvised projectile.
    • Black Widow's bike drops out of the Avengers' quinjet and is capable of making the landing without too much trouble.
  • Cool Car:
    • Stark's Audi R8 at the end of the film.
  • Cooldown Hug: There's a procedure to calming the Hulk and triggering his transformation back into Bruce Banner, which involves Black Widow gently caressing his arm.
  • Cooperation Gambit: In the opening, Strucker plans to surrender to the Avengers and hand over the advanced weapons HYDRA has developed, in the hopes that they'll take it at face value and ignore the more dangerous work HYDRA is up to. It doesn't go quite to plan, since the twins disobey orders to fight the Avengers, and Tony ends up finding their secret lab anyway.
  • *Cough* Snark *Cough*:
    Maria Hill: [cough] Testosterone!
  • Crazy-Prepared:
    • The Hulkbuster satellite ejects spare parts when the main suit is damaged. Certainly necessary when battling The Hulk.
    • Tony has dozens of AIs to chose from in the event that something ever happened to J.A.R.V.I.S.
  • Create Your Own Villain:
    • Ultron is created by Tony Stark as a substitute Avenger who can take over "saving the world" duties and give the other Avengers a break.
      Ultron: Everyone creates the thing they dread.
    • Tony is also why Quicksilver and Scarlet Witch want to destroy the Avengers, because they were orphaned after a Stark Industries munition blew up their apartment block, killing their parents, while they were only spared because the one that would have killed them was a dud.
      Wanda: We wait for two days for Tony Stark to kill us.
  • Creative Closing Credits: The credits pan by a statue of the Avengers battling Ultron bots. Once it gets to the actors, the names of the ones playing the Avengers and Ultron are used in a Video Credits-like manner.
  • Crisis Crossover: The Avengers are this by default, bringing together most of the major players in the MCU for one big adventure which advances multiple major plotlines and provides major stats quo changes.
    • To a lesser extent Thor's dialogue suggests that, unlike the rest of the team, he has at least a general knowledge of the events of Guardiansofthe Galaxy, tying them more specifically in to the overall Avengers storyline.

    D-P 
  • Dare to Be Badass:
    • Delivered by Nick Fury to rouse the Avengers into continuing the fight.
      Fury: Here we all are, with nothing but our wit and our will to save the world. So stand, and fight.
    • Clint gives Wanda something to this effect during her brief Heroic BSOD during the final battle, which also alludes to her earlier days in the comics where she often relied on Pietro for protection:
      Clint: ...So you can stay here if you want and I'll send your brother to come get you, but if you step out that door, you're an Avenger.
  • Darker and Edgier: More in the line of Captain America: The Winter Soldier than The Avengers, this film is darker, deeper, and more emotional than the first installment.
  • Dark Messiah: Ultron initially serves as this to Scarlet Witch and Quicksilver, who view him as a force to ensure peace more than the Avengers, who they see as opportunists and killers.
  • Dark Reprise: The trailer uses a slow, nightmarish version of "I've Got No Strings" from Pinocchio. Post Villainous Breakdown Ultron is actually singing this in bits and pieces, in the Quinjet.
  • Dead Guy Junior: Nathaniel Pietro Barton, Clint's newborn son, is named after the living Black Widow and the late Quicksilver.
  • Demoted to Extra: Nick Fury's role in the movie is smaller than his role in the first Avengers, having gone underground at the end of The Winter Soldier. That said, he shows up in full force for the finale.
  • Destructive Savior: The Avengers realize, to their horror and disappointment, that they are just as dangerous an element as the threats they fight.
  • Deadpan Snarker: Everyone, as par the course for a Whedon script. Even Ultron gets in on it.
  • Deconstruction: This film repeatedly hammers home that while watching superhero fights is fun for those of us with a front row seat in the theater, it isn't so fun for those people with a front row seat on the battlefield. There's a lot of property damage and evacuating the civilians is an objective in every battle.
  • Deus Exit Machina: Thor temporarily leaves the Avengers for part of the movie to resolve an issue that only he can deal with. He returns to the fray before the climax of the film.
  • Didn't See That Coming: Scarlet Witch allows Tony to take Loki's scepter, believing he would destroy himself with it. She didn't expect Ultron.
    • Pietro and Clint say this repeatedly to each other throughout the movie when they one up each other as a running gag. Turns tragic when Pietro says it again after he sacrifices himself to save Clint.
  • Differently Powered Individual: Much like Agents of S.H.I.E.L.D., and probably for the same reason, the term "enhanced" is used in reference to Scarlet Witch and Quicksilver. In this continuity, the two were artificially enhanced by Loki's scepter, rather than being mutants, so it's still accurate.
  • Disc One Final Boss: The movie starts with Baron von Strucker as the villain, only for Ultron to take focus as the true Big Bad soon after.
  • Disproportionate Retribution: When Klaue mockingly compares Ultron to Tony Stark, Ultron's response is to slash part of his arm off.
    • Also, Wanda and Pietro hate Stark, and by extension, the Avengers as a whole, because their parents were killed by a Stark weapon and they spent the night babysitting another one until they were rescued. To them, it doesn't matter who actually fired them, Stark's name was plastered on its side so it was his fault.
  • Divided We Fall: Conflicts within the team and the lack of S.H.I.E.L.D.'s presence are a major factor in driving the plot, and as such this lays the foundation for Captain America: Civil War.
  • Double Entendre:
    • Natasha going "Hey, big guy" to the Hulk, especially considering her attraction to Bruce.
    • Natasha fires off a train of these when talking to Bruce in Hawkeye's farmhouse. It's clear that she really, really wants Glad-to-Be-Alive Sex right at that moment.
    • After Bruce fell into Natasha's boobs, she told him to "not turn green". Remember that he transforms when his heart rate is high enough.
    • When a gasping Wanda plans to hex Bruce and turn him into the Hulk, she declares "I want... the big one". It's especially hilarious given the Hulk's symbolism as Bruce's unfettered, instinct-driven alter ego.
  • Droit du Seigneur: When Tony jokes about ruling Asgard, he mentions reinstating "Primae Noctis" aka Droit du Seigneur.
  • Dropped a Bridge on Him: Strucker was hinted to be the next big villain in Winter Soldier. He gets continually referenced as the ultimate head of HYDRA in season two of Agents of SHIELD. He gets defeated in the prologue of the film and then gets killed off between scenes later on.
  • Dull Surprise: Tony doesn't even look twice when Fury reveals himself in Clint's barn, and is more irritated than anything. The rest of the team doesn't seem fazed, either.
  • Early-Bird Cameo: Ulysses Klaue's role is a cameo, having a small-yet-important role in the film, though he is described as being "a powerful new player in the Marvel Cinematic Universe".
  • Easily Forgiven:
    • Tony doesn't really face any consequences in the end for his part in Ultron's creation.
    • Cap is easy to forgive the Maximoff twins. Averted by the other Avengers.
  • Enemy Mine: Ultron persuades Quicksilver and Scarlet Witch to join him in an alliance, through their mutual hatred of the Avengers. Likewise, they eventually decide to ditch Ultron after seeing just how dangerous he is and team up with the Avengers, even though they aren't on good terms with Tony Stark.
  • Epic Flail: The Hulkbuster does this with an empty elevator against the Hulk. Hulk lost a tooth, but it didn't stop him.
  • Eureka Moment: Downplayed, but during the scene when the team is trying to figure out what Ultron is trying to build, what his next move will be, Banner is staring at the drawing of the butterfly Hawkeye's daughter drew...and it's easy to see him flashing back to Ultron speaking of being in a "chrysalis", and from there to him wanting to evolve and the connection to Dr. Cho.
  • Everything Is Online:
    • Ultron can connect to almost anywhere on the Internet, rummaging through files and wreaking havoc in general. The first step to defeating him is when Vision forcibly overwrites his code, limiting his ability to transfer himself to within his army of drones.
    • Subverted when Ultron tries to cover his tracks by deleting all the data available on Baron von Strucker. After lamenting the loss for a minute, The Team just goes to the hard-copies and finds the connection.
    • Also, unusually for an enemy with hacking skills, Tony's wearable armour never gets compromised.
  • Evil Gloating: Parodied and defied when Tony Stark asks Ultron what he's planning on doing with the Vibranium ore that he stole. Instead of going on a monologue, Ultron mocks Tony's attempt to play on his hubris and attacks him.
  • Evil Only Has to Win Once: Since Ultron's M.O. is to basically eradicate all human life, this goes without saying. Taken a bit more literally during the last stand, where if even one of Ultron's sentries manages to deactivate the device holding up the city, it will come crashing down and obliterate the planet. The last one does succeed, but Iron Man and Thor manage to break up the landmass before it collides.
  • Exact Words: When Helen teases Clint after treating his wounds that his girlfriend wouldn't be able to tell the difference, he replies that he doesn't have a girlfriend. That's because he has a wife instead.
  • Excalibur in the Stone: Lampshaded by Tony Stark after Thor challenges the other Avengers to try and lift Mjölnir.
  • Explain, Explain... Oh, Crap!: As the Avengers are discussing Ultron, Tony and Banner focus on how he keeps building humanoid forms even though, as a sentient AI, it's a rather impractical choice. From this they deduce that he's trying to prove himself superior to them, then Banner realizes they haven't heard from Dr. Cho for a while.
  • Expospeak Gag: After Maria Hill confusingly describes the Twins' abilities as 'increased metabolism and improved thermal homeostasis' and 'neuro-electric interfacing, telekinesis and mental manipulation' to Steve, she simplifies her brief drastically.
  • Expressive Mask: One of Ultron's robot bodies has a moving mouth and eyes, allowing him to make various disturbingly human expressions.
  • The Extremist Was Right: To counter Ultron and his ability to jump his consciousness into the internet, Tony hatches a mad science plan to create another A.I. to upload in an artificial body. This leads Captain America and the twins to attack him to prevent the upload, but in the end it was the Vision that was key to permanently defeating Ultron.
  • Face Death with Dignity: Hawkeye has a moment when he's rescuing a civilian boy and notices Ultron's quinjet on a strafing run directly towards him. He straightens up and prepares to shield the boy with his body... when he's shoved out of the way by Quicksilver. Bet he didn't see that coming.
  • Failure Gambit: Scarlet Witch deliberately lets Iron Man take Loki's scepter when the Avengers storm Strucker's Fort, knowing that he can't resist the temptation to use it. She didn't predict Ultron, but she was otherwise right on the money.
  • Faking the Dead: Nick Fury, of course, and J.A.R.V.I.S.
  • Fan Disservice: Agent Hill picking glass out of her bare feet, after the first battle with Ultron.
  • Fandom Rivalry: In-Universe, Tony Stark is a fan of Pepper, and Thor is a fan of Jane. Both of them discuss which one is better.
  • Fanservice Extra: The mother of the kid Hawkeye rescues is wearing an Absolute Cleavage dress and gives tons of cleavage shots.
  • Fatal Family Photo:
    • Subverted when Hawkeye looks at a photo of his family before heading out into Sokovia, and is all set to make a Heroic Sacrifice to save a young boy trapped in debris... until Quicksilver takes his place.
    • It's not shown, but Quicksilver tells Ultron about a photograph of his family, which he looks at every day. He dies saving Hawkeye from being riddled with bullets.
  • The Fellowship Has Ended: At the end of the movie, the original team breaks up once more. Only Captain America and Black Widow remain, to train the new team.
  • Fighting Your Friend:
    • Iron Man fights Hulk while wearing the Hulkbuster Armor.
    • Then there's the skirmish between Cap, Pietro, and Wanda against Hawkeye, Tony, and Banner. It's soon broken up by Thor.
  • Five-Man Band: The team maintains their roles from the original film, but Hawkeye has definitely developed into the team's Heart.
  • Foreshadowing:
    • Early on an Iron Legion drone has its faceplate damaged by a protestor with a molotov cocktail. The damage causes it to have wider eye-holes and gaps near its "mouth", not unlike the face of Ultron. That same drone is later seen returning to Avengers Tower and having its faceplate replaced, and Ultron takes the damaged one to be part of his first body.
    • Tony Stark talks about Ultron leading to "Peace in our time". British Prime Minister Neville Chamberlain became rather infamous for saying that after cutting a deal with Hitler to avoid war in 1938 which ultimately proved to be ineffectual as Hitler went on to invade Poland. Fittingly, Tony's attempt at peace in our time goes horribly wrong.
    • During the first battle in Sokovia where the team retrieves Loki's scepter, the Iron Legion is shown to attempt crowd control in the city. Several shots show the same woman who also turns up at the second, climactic battle, and she turns out to be the mother of the boy who Hawkeye attempts to save and whose save ultimately results in Quicksilver's death.
    • Ultron is frequently making references to extinction events, dinosaurs and meteors. His plan is ultimately a recreation of the K–T extinction that wiped the dinos, turning Sokovia into a Floating Continent so it can crash on Earth.
    • Ultron also muses on how people produce "smaller people" that eventually replace and "help end them". His creation, Vision, is instrumental in killing him.
    • Near the start of the film, Sam expresses disappointment that he can't tag along on Cap's adventures with the Avengers. At the end of the film, he is officially made an Avenger.
    • Likewise, near the start of the movie, Rhodey is embarrassed to find that his solo exploits as War Machine and Iron Patriot are nothing compared to the epic battles that the Avengers regularly fight. He ends up assisting the team in the final battle with Ultron, and becomes an Avenger himself at the end of the film.
    • Clint tells a dejected Wanda who's hiding that "If you step out that door, you're an Avenger." She literally does so and becomes a team member at the end.
    • During the final battle, Pietro's shoulder is grazed by a stray bullet. He gets several far worse gunshot wounds later on.
    • Tony saying that he doesn't trust someone without a darker side and Steve's reply that maybe Tony just hasn't seen it yet. It looks like he'll get to in Captain America: Civil War.
    • Thor's disturbing vision hints at the fall of Asgard, planting possible plot seeds for Thor: Ragnarok.
    • When Ultron attacks the Avengers after the party, he conspicuously calls off a drone which would have killed Helen Cho. Later, Ultron approaches her about making his new body. He even mentions this, saying, "I could have killed you at the party, but didn't."
    • When the Captain is giving his Rousing Speech, he tells them that 'if (they) get killed, (they should) walk it off.' As he is saying so, it cuts to Quicksilver.
  • Forced Sleep: "Hey, Big Guy. Sun's getting real low."
  • Forced to Watch: Tony's nightmare sees him standing over the bodies of the Avengers, powerless to help as aliens descend upon Earth.
  • Foregone Conclusion: We know that at least all of the original six Avengers — Tony, Steve, Thor, Bruce, Clint, and Natasha — will survive the movie, since the characters are all slated for further films.
  • Freeze-Frame Bonus:
    • In Trailer 3, you can spot Tony's upgraded mark 44 armor during the battle with Ultron's legions.
    • Among Tony Stark's collection of spare AI assistants is a disc labelled "JOCASTA".
  • Funny Background Event: As Stark is searching the Internet to find who is helping them you can see excited technicians behind him getting a "selfie" with unaware Stark in the background.
  • Gargle Blaster: The Asgardian alcohol Thor brings to the party. He says it was fermented for a thousand years and wasn't meant for mortals. Stan Lee doesn't buy the hype. Cut to him being dragged out by two others and his friends likewise fantastically drunk - after only having one shot. ("Ex-shelshior!")
  • Girl Friday: Not an actual human, but Tony's new AI assistant after J.A.R.V.I.S.'s demise and subsequent rebirth as Vision is literally a female Irish voice called FRIDAY.
  • Glowing Mechanical Eyes: Most of Ultron's robot bodies have glowing eyes, starting with the light blue of the Iron Man suits, but eventually shifting to blood red if he's directly controlling them.
  • Godzilla Threshold:
    • Bruce Banner usually stands by during operations, as Hulk is usually saved as a last-resort option for the Avengers.
      Banner: Guys, is this a code green?
    • The threat of Ultron is so great that Thor actually sides with Tony in a risky play to turn Vision to their side.
  • Gone Horribly Right: Tony Stark wanted to create a robot that will bring "peace in our time". Ultron intends to do just that... by wiping out humanity.
  • Gory Discretion Shot: Pietro Taking the Bullet for Hawkeye isn't shown. This is weird because Klaue getting his left arm chopped off was shown onscreen.
  • Gosh Dangit To Heck: After Cap admonishes Stark for his curse at the beginning of the film, Stark, and later Fury, lapse into this a few times to annoy Steve.
  • Greater Scope Villain: Thanos. He's not involved in the plot of the the film in any way, but he does have influence. His presence is felt in Tony's vision, which shows Avengers dead and the Chitauri attacking Earth. This vision inspires Tony to create Ultron. Thanos' influence also extends to the Scepter, which is the final tool used in Ultron's creation. The Mad Titan does appear in The Stinger, equipping the Infinity Gauntlet and planning to get the Infinity Stones personally.
  • Guys Smash, Girls Shoot:
    • Speedster Pietro is more hands-on in combat, contrasting with his telekinetic sister. Of course, this is a holdover from their comic counterparts.
    • A more direct and literal example is the Hulk and Natasha.
  • Hate Sink: Tony becomes this for the Maximoffs. While he isn't directly to blame for their country's civil war resulting in their parents' deaths when they were children, they spent two days under a bed staring at an unexploded missile with his name on the side, afraid that any movement would set it off. This made Stark the face of their trauma.
  • The Heart: Hawkeye's character development makes him into this for the team. As the only Avenger without any super powers or a Dark and Troubled Past, as well as a wife and kids to go home to, Clint helps keep the team grounded emotionally and provides a safe haven for them, when they need to work through the emotional trauma inflicted on them by Scarlet Witch. He also delivers an amazing Let's Get Dangerous speech to Wanda, during the final battle with Ultron.
  • He Knows Too Much: Baron Strucker tells Ultron that he can obtain more vibranium from Ulysses Klaue, who is one of his contacts. He is then murdered by Ultron, who is trying to cover his tracks.
  • Heel-Face Turn: Wanda and Pietro, when they realise Ultron is planning large scale death and destruction.
  • Hell Is That Noise: The sinister cover of "I've Got No Strings" from the trailer, which features creepy, joyless singing, many a Drone of Dread, and hollow-sounding instruments.
  • Hero with Bad Publicity:
    • In the beginning one of Tony's droids is met with hatred by the locals of Sokovia, and the camera pans to some anti-Iron Man graffiti.
    • After the fiasco in Johannesburg, the Avengers aren't thought of very highly. It's only because it happened so recently that there's no formal legal repercussions, and things were presumably cleared up after the finale.
      • The Hulk gets the worse of it, since he's the one who caused most of the destruction (albeit because of Scarlet Witch's Mind Rape). Bruce is so disturbed by the destruction he caused that the Hulk goes AWOL at the end, and not even Nick Fury can find him.
  • Hide Your Pregnancy: With Scarlett Johansson. She had three stunt doubles rather than the usual one to help carry the load (with motion capture technology used to transpose her face on said doubles for acting purposes), and Joss Whedon was quick to say "She won't be carrying groceries for the whole movie."
  • Hoist by His Own Petard: At one point, Pietro is running around taking shots at the Avengers. As he sees Mjolnir flying by, he doubles back to make use if it. Cue the hammer dragging him into a pile of crates.
  • Holding Back the Phlebotinum: Sort of. The twins are people, not weapons, but Strucker treats them as weapons, and wants to hold them back for the right moment. The twins eventually leave and fight the Avengers by their own initiative.
  • Honor Before Reason: Discussed and invoked. After realizing that the Avengers have a habit of creating their own enemies and causing just as many problems as they solve, Captain America basically declares the entire team on probation during the final battle. This mission is not only to prove that they can fight bad guys, but that they deserve to. If they can't work together and hold on to their morals even at the threat of total destruction, then they aren't worthy of being Earth's heroes. Tony is not impressed.
    Tony: "We'll lose."
    Cap: "Then we'll do that together, too.
  • Honorary Aunt: Hawkeye's kids call Natasha 'Auntie Nat'. The third one even gets named after her... until it's revealed that it's a boy.
  • Hope Bringer: Ultron was designed to be this. It doesn't work out.
    Ultron: I was designed to save the world. People would look to the sky and see hope. I'll take that from them first.
  • Hope Spot:
    • Ultron has Natasha imprisoned, explaining his ideals and goals to her... until something from offscreen rips his head in two. Oh, wait, it's still Ultron, showing off his Hive Mind and using it as a scare tactic to back her into a cell.
    • After getting pumped full of gatling gun rounds, Pietro stands up, looking none the worse for wear...then he crashes to the ground and dies within a second.
  • Humans Are Bastards: Ultron's reasoning why humanity needs to be wiped out. We're doomed to destroy ourselves. Vision actually agrees, but thinks that humans don't have to be perfect to be beautiful.
  • I Call It "Vera": The Iron Man armor Tony and Bruce designed to take the Hulk down in case Bruce ever lost control is code-named "Veronica".
  • I Just Want to Be Special: Ultron's main motivation. He wants to provoke an extinction-level event which will kill most of humanity so that he can be seen as a saviour by the survivors. He wanted to upload himself into the Vision for this very purpose, so that people would look at the sky and see true hope.
  • "I Know You're in There Somewhere" Fight: Tony attempts to reason with a Hulk driven berserk by Scarlet Witch, by reminding him she's messing with his mind. He makes the mistake of aggravating the Hulk by telling him 'You're Bruce Banner'.
    Tony: Right. Don't mention puny Banner.
  • I Know What You Fear: Scarlet Witch uses this against the Avengers. Iron Man's is that all the Avengers will die and Earth will get invaded because he didn't do enough to stop it. Black Widow's is her past and the idea that she will never be anything other than what they made her. Thor's is his people dying and losing control of his powers. Captain America's is the war being over and him having no-one left to fight.
  • Incoming!: After a drone knocks Cap into someone's car.
    Tony: Cap, you got incoming!
    Steve: Incoming already came in.
  • In Name Only: The movie has almost nothing to do with the Crisis Crossover comic book series Age of Ultron. Instead, it adapts Avengers volume 1, issues 54-58, which introduces the villain Ultron and his origins as a creation of the Avengers themselves. Kevin Feige said that they picked the title "Age Of Ultron" because they thought it sounded the coolest out of all the potential titles for the movie.
  • Instant Oracle, Just Add Water: After Scarlet Witch causes him to see a vision of his people dead, Thor visits the Water of Sight, a pool guarded by water spirits which exists in every realm. If the spirits allow it, the pool grants visions of the future.
  • Instant-Win Condition: A rare version that works for the villain. In the climax, Ultron and his drones only have to touch his device once to send the gigantic landmass plummeting to the ground at extreme velocity akin to a meteor, creating worldwide extinction. The Avengers have to prevent any of them from touching the device. One of them eventually succeeds, but Thor smashes the device with his hammer while Tony overloads the machine that it powers from below, destroying the landmass before it impacts, subverting this trope.
  • In the Back: Tony literally says this when a Brainwashed and Crazy Hulk attacks the Hulkbuster from behind and jams a traffic light pole into its left arm.
    Tony: In the back? Dick move, Banner.
  • Ironic Echo: When first encountering the Maximoffs in Sokovia, Pietro easily throws around Barton in defense of HYDRA while mockingly asking "You didn't see that coming?" Barton throws the question back at him after out-thinking him during the fight on the cargo ship. Pietro repeats it when he saves Barton and a Sokovian boy from an aerial attack by Ultron but is mortally wounded in his Heroic Sacrifice.
  • Ironic Nursery Tune: The first trailer has a creepy version of "I've Got No Strings" from Pinocchio playing after Ultron first appears. Ultron also quotes or sings a bit of it a few times in the movie, most creepily when he's strafing the Avengers in a hijacked Quinjet's minigun. Doubles as a Shout-Out to the movie's distributor, Disney.
  • Irony: Hawkeye, in addition to his archery, is very perceptive. But despite working closely with Banner and Widow, his wife has to tell him his friends are interested in each other. She's known Banner for maybe a few hours at this point, and as far as the viewer is shown, she hasn't even seen Bruce and Natasha interact.
  • Is That the Best You Can Do?: Thor yells this at Ultron in the film's climax. Bad idea.
  • It's All About Me: When confronted by the other Avengers over Ultron's creation, the distraught Tony is lashing out at the team and reminding them of his actions that saved the day in the previous film. Rhodey's sarcastic reply implies that Tony brings it up a lot, as does the rest of the team's eye-rolling.
    Tony: How were you planning to stop them?!
    Steve: Together.
  • It's All My Fault: Bruce admits guilt for having a hand in Ultron's creation. Tony, well, see above. During the final battle, after Ultron starts tearing up her homeland, Wanda tells Clint that it's all her fault because she pushed Tony to create Ultron; Clint tells her that a lot of people share responsibility, and that what's important isn't what she's done, but what she's going to do about it.
  • It's a Small Net After All: Supposedly, every byte of data on the Internet travels through the "Nexus", a computer facility that Tony visits while trying to identify the hacker anonymously helping them against Ultron. In real life, the Internet was specifically designed to make such a hub both unnecessary and impossible, because it would be a massive weak point. Then again, the Nexus is pretty secure and their technology is much more advanced than ours.
  • Keeping the Enemy Close: Ultron uses a variant of this when he pays Klaue a considerable sum for his vibranium stash: "Keep your friends rich, and your enemies rich, and wait to see which is which." He got it from Tony.
  • Killed Offscreen: Strucker and Ultron.
  • Kill 'em All: Invoked by Scarlet Witch, who shows Tony a vision of a future where all of the Avengers have been killed. It appears that this vision directly influences Stark's decision to create Ultron.
  • Killer Robot: Ultron, an artificial intelligence bent on destroying the Avengers and all of humankind.
  • Knight of Cerebus: Ultron's arrival suddenly amps up the stakes considerably. A light-hearted party amongst the Avengers is turned into a fight for survival the second he shows up.
  • Knight Templar: Ultron believes his genocidal actions are ultimately in humanity's best interest.
    Joss Whedon: Ultron sees the big picture, and he goes, "Okay, we need radical change, which will be violent and appalling, in order to make everything better"; he's not just going "Mwahaha, soon I'll rule!"
  • Kubrick Stare: Ultron tilts his head down and stares up at the end of the teaser trailer as he says "There are no strings on me."
  • Lady Not-Appearing-in-This-Game: The second trailer featured a mysterious dark-skinned woman disrobing in a cave that looks similar to the one Thor eventually finds himself in. This character does not appear at all in the finished movie.
  • Lampshade Hanging:
    Hawkeye: The city is flying, we're fighting an army of robots, and I've got a bow and arrow! None of this makes any sense!
  • Leitmotif: The Helicarrier's theme from the first movie can be heard when it appears, this time rising out from the clouds rather than from the water.
  • Let's Get Dangerous: After Hawkeye delivers a "World of Cardboard" Speech to Scarlet Witch, she comes out of her hideout with all g̶u̶n̶s̶ spells blazing to smash robots.
  • Let's You and Him Fight: When Vision awakens, he briefly tries to tackle Thor and gets thrown at a window for his troubles, but settles down soon enough.
  • Lightning Can Do Anything: possibly one of the reasons Vision didn't go mad like Ultron did, aside from JARVIS's programming.
  • Literalist Snarking: Vision, who have just started his existence, lifted Mjolnir (a weapon that Only the Chosen May Wield) and gave it to Thor, asking if there was something he could do to earn their trust. He was not sarcastic; he completely meant it, and ignored the significance of the feat he had just achieved.
  • Loads and Loads of Characters: The film has over a dozen major characters from all over the Marvel Cinematic Universe, including:
  • The Loins Sleep Tonight: Inferred by Tony Stark when Hawkeye attempts to lift Thor's hammer and he makes a "not getting it up" joke.
  • Mad Scientist: Stark tells Banner this is what they both are as his justification for going through with creating the Vision.
  • Magitek: Ultron and Vision, robot-like technological beings that gain sentience through magical interference.
  • Mangled Catch Phrase: The Avengers catch phrase is "Avengers, Assemble!", usually cried out by Captain America. At the end of the movie, there is a new team, and Captain America shouts "Avengers...". Cue credits.
  • Marquee Alter Ego: The theatrical poster has Iron Man and Captain America ditching their helmet and mask to show off the faces of Robert Downey, Jr. and Chris Evans. The individual character posters for the two heroes do the same thing.
  • Mass Hypnosis: A benevolent version of this trope shows up when Scarlet Witch uses her powers to alert the denizens of Sokovia of the rampage that Ultron is about to unleash This triggers quite a lot of them to book it.
  • Matter Replicator: Dr. Cho has a medical version than can create human tissue. She uses the portable version at the beginning of the film to heal Hawkeye from a nasty wound, and later, the "Casket" is used by Ultron to create a new body that's a mixture of tissue and vibranium.
  • Mecha-Mooks: Stark's Iron Legion is a quintet of drones he uses for crowd control. Ultron scales this up to several hundred, all of which are slaved to his will.
  • Mêlée à Trois: When the Avengers arrive at Klaue's shipwreck hideout and start fighting Ultron and the twins over the Vibranium, an angry Klaue orders his own men to attack both.
  • Me's a Crowd: Ultron is capable of operating multiple robot bodies at once, including hundreds of insect-like drones, multiple Iron Man armors, and dozens of copies of his "true" body.
  • Meta Mecha: Tony's Hulkbuster armor is an Iron Man suit piloting an even bigger Iron Man suit.
  • Metamorphosis Monster: Ultron goes through multiple iterations over the course of the film, starting with a mangled Iron Legion drone and ending with a final form closer to his comic designs.
  • A Mind Is a Terrible Thing to Read: Once Scarlet Witch gets into the heads of all the heroes and eventually Ultron, she sees them for the events that made them who they are, and what they're really like as people. This visibly affects her and eventually leads to her Heel-Face Turn.
  • Misplaced Retribution: The reason the Maximoff twins hate the Avengers is because the shell that destroyed their home and killed their parents was made by Stark Industries.
  • Missing Trailer Scene: One of the trailers showed a brief glimpse of a dark-skinned bald woman disrobing in a cave. The internet went wild with speculation, with theories ranging from Princess Shuri to Mantis and even Hela. This proved to be completely fruitless, since the scene with the bald woman was cut from the final film.
  • Mood-Swinger: Due to his mental instability and young age, Ultron swings pretty violently from surprising politeness to egomaniacal ranting.
  • Mood Whiplash:
    • A rather relaxed and hilarious party among the Avengers is rudely interrupted by Ultron breaking in with dozens of drones to murder them.
    • The mood goes from somber with an exhausted Hulk looking at all the civilians fleeing him after Hulkbuster Iron Man pile-drives him through a half-constructed building and realizing that he caused their panic... to slapstick with Hulkbuster Iron Man finally delivering a KO punch from the side of the view, and then smash cutting to black.
  • Movie Superheroes Wear Black: As with their last two appearances, the HYDRA soldiers in the film all either wear black or white rather than their trademark green costumes.
    • But beautifully averted by the Vision, who's his classic red and green with a gold gem in his head.
  • Moment Killer: War Machine is about to unload on a group of Ultron's drones with a huge grin on his face... then Vision comes in and makes short work of the lot of them.
  • Multinational Team: The new Avengers line-up in the ending. Steve is Caucasian-American, James Rhodes and Sam Wilson are African-American, Natasha is Russian, Wanda is Sokovian (fictional Eastern-European country), and Vision is British-accent android.
  • Multiple Gunshot Death: Quicksilver's corpse is riddled with bullets from a Quinjet.
  • Mundane Utility: After getting his hands on a supply of Vibranium, Ultron mocks the fact that the only other supply was used to make, in his words, "a frisbee".
  • Mythology Gag:
    • Once the World War II veteran played by Stan Lee gets drunk on Asgardian booze, his Non Sequitur Thud is Lee's Catch Phrase "Excelsior".
    • Scarlet Witch and Quicksilver working for Ultron references both the fact that they were introduced as members of the Brotherhood of Evil Mutants, as well as the fact that Ultron was first introduced as the leader of the Masters of Evil.
    • Hawkeye's new clothing has elements of both his classic comic outfit and the costume of his Ronin identity.
    • The Iron Man suit's new color scheme is based on Bleeding Edge armor from the comics.
    • The Hulkbuster being a Meta Mecha references its origin as a power-up for the Modular Armor in Iron Man #304. Additionally, the Hulkbuster design in the film is extremely close to the sumo-inspired original design, complete with the round, flat head and large yellow "pads" on the forearms. The only things missing are the giant yellow "hubcap" shoulderpads.
    • Steve is able to budge Mjolnir, unlike the other non-Asgardians in the room; in the comics, Steve is fully worthy of Mjolnir.
    • Natasha refuses to find out if she is worthy of Mjolnir. In a "What-If" storyline, "What If? Age of Ultron", she is and becomes the Goddess of Thunder.
    • Sam shows up at the party wearing a red shirt as a nod to his red costume from the comics. His costume at the end also incorporates more red as a nod to his comic look.
    • Ultron's first body is Iron Legion drone 05, referencing Ultron's original name being Ultron-5 in the comics.
    • Clint calling Thor's immovable hammer "a trick... a circus sideshow" doubles as a reference to comic book Hawkeye learning archery from traveling circus performers.
    • Tony's "This is the end of the path I started us on" line doubles as a reference to the Marvel Cinematic Universe beginning with Iron Man.
    • Ultron introduces himself to the Maximoff twins while wearing a crimson shroud draped over his head and shoulders. In the comics, he was initially introduced as a villain called the Crimson Cowl, and dressed in similar attire.
    • Klaue gets one of his hands severed by Ultron. In the comics, his right hand was blown off and replaced with a sonic weapon that later became one of his visual trademarks.
    • It is mentioned that Klaue has been branded with the Wakandan word for "thief." In the comics, Wakanda is the home nation of the Black Panther, Klaue's Arch-Nemesis.
    • When Tony is looking through his old AI chips, one of them is seen marked "Jocasta."
    • Captain America has an electromagnetic gauntlet that allows him to control the shield. He briefly used a device like that in the 60's Avengers comics, and it was later used by the Danielle Cage version of Captain America in Ultron Forever.
    • The new suit Tony dons during the final battle looks EVEN MORE like the Bleeding Edge armor.
    • The film ends with Captain America preparing to lead a new team of Avengers after several of the founding members either resign or disappear. This is the nod to Avengers #16, which saw the formation of "Cap's Kooky Quartet" after most of the original team left.
    • At one point, Vision casually hands Mjolnir to Thor and walks off, not realizing the significance. In the comics, Thor was once handed back his hammer by a nameless paramedic in much the same way.
    • Ultron establishing his base in a castle in a fictional east-European country conjures up images of Doctor Doom (probably intentionally). He even sits on the throne in one scene.
    • It's also an allusion to one of the most popular Avengers stories, Ultron Unlimited. In it, Ultron invaded a fictional East European country using an army of his drones. Sound familiar?
    • The name of the band playing in Steve's fantasy are called the Roy Thomas Players. Roy Thomas created Vision, Ultron, and a lot of classic Avengers concepts.
    • During the fight against the Iron Legion after the party, one droid gets its legs blown off and hovers into the air using its hand repulsors. Iron Man himself did a similar thing in Marvel Zombies for transportation after he lost the lower half of his body.
    • During the party, Thor mentions Brunnhilde. Brunnhilde in the comics is better known as Valkyrie, a member of the Defenders and the Lady Liberators.
    • In the fight with the Ultron robots after the party, Hawkeye is the one who throws Steve's shield to him. In the comics, Hawkeye is one of the few people who can throw Cap's shield properly, and was even briefly a possible candidate to be the new Captain America after Steve died.
    • When the Maximoffs first meet Ultron, Ultron says that Wanda "needed something more than a man" in regards to her letting Tony take Loki's scepter, which indirectly caused Ultron's creation. In the comic books, her two most prominent relationships were with beings "more than men": the synthezoid Vision and Wonder Man, who for a time was a being of ionic energy form and from whom Vision's brain patterns were taken.
    • A motorcycle driven with Captain America's shield held on the front is reminiscent of his 1979 TV movie.
    • During one speech, Ultron notes that Invaders create Avengers. The Invaders were the first (in-universe chronology) team that Captain America was a part of, and he joined the Avengers afterwards.
    • One of Ultron's few Achilles Heels for a long time in the comics was the Scarlet Witch's magic. While Ultron could be damaged by a lot of sheer fire power, Wanda's power effortlessly yanks out Ultron Prime's core like he was just tin.
    • In the finale a hero created by a Super Soldier program is on the plane flying to places unknown, while his Action Girl Love Interest is talking to him by communicator. The connection gets lost and the plane falls, with the hero becoming MIA. Now are we talking about this movie or Captain America: The First Avenger?
    • Black Widow's calming phrase is "Hey, Big Guy. Sun's getting real low." Would the Hulk get grey if he was actually still the Hulk when the sun went down?
    • As Clint recovers from his injury thanks to Helen Cho's bioengineered synthetic cells, he jokingly says how he'll be immortal and made of plastic. The Vision, who is created by Cho in film, is made of plastoid flesh and synthetic blood in the comics.
  • Near Villain Victory: Ultron succeeds in activating the device to send the floating landmass to the ground and wipes out most of humanity, but Tony and Thor come up with a plan at the last possible second and destroy the landmass just before it makes the impact.
  • Neck Lift: Thor lifts Tony by his throat. Thor being an Asgardian, this is more than sufficient to hoist Stark into the air.
  • Never Live It Down: In-universe, after Steve chides Tony for swearing in combat, nobody lets him forget about it for the rest of the film. Even people who weren't actually there get in on teasing him about how dorky it is, thanks to the other Avengers cheerfully spreading the story around.
  • Never Trust a Trailer:
    • The mysterious cloaked woman who appears inside a cave in a trailer is not included in the theatrical cut of the film.
    • Some trailers show Wanda flinging a bolt of red energy, and then a red beam slamming Tony into a wall. The red beam attacking Tony actually comes from Ultron instead.
    • Captain America's shield broken on the ground was part of a vision created by Wanda to mess with Tony's head.
    • Ultron's line "I'm going to show you something beautiful: the whole world screaming for mercy." is never spoken in the actual film. Instead, the line seems to be bits thrown together from his Motive Rant to a captured Black Widow in the film.
    • A couple of TV spots will have Steve saying "She's with us," either in reference to Black Widow or the Scarlet Witch. It also doesn't make it to the film.
  • Nice Job Breaking It, Hero: Tony creates Ultron to protect humanity. Ultron decides to destroy humanity instead, for their own good.
  • Nice Job Fixing It, Villain:
    • By compelling Helen Cho to create the Vision's synthetic body and implanting the Mind Stone in it, Ultron crafts the vessel of his ultimate demise when it's hijacked by the Avengers and uploaded with J.A.R.V.I.S.'s programming.
    • The Vision's creation is in fact a double whammy. Wanda was unable to read Ultron's mind because he was a robot, but when his consciousness is being transferred into a synthetic humanoid body, she can gain access to his thoughts and find out that he really wants to cause mass extinction.
  • Non-Uniform Uniform: Each Avenger, despite having wildly different costumes, sports Avengers logos on their clothes; Captain America's new outfit displays two on the shoulders, for instance.
  • No Conservation of Energy: The train car blasts through a dead end barrier, off the rails and down the street requiring super powers to stop, moving so efficiently and ignoring friction on the street that you wonder why it needs to be on rails at all.
  • No, Except Yes:
    • Used by Tony early in the film.
      Maria: All set up, boss.
      Tony: Actually, [points to Cap] he's the boss. I just pay for everything, design everything, make everyone look cool.
    • And then again by Ultron, who emulates many of Tony's mannerisms without knowing it.
      Wanda: Is that why you've come? To end the Avengers?
      Ultron: I've come to save the world. But also... yeah.
  • Noodle Incident: Klaue got his cache of Vibranium through one of these... he fingers his brand mark as he muses about it.
  • No-Paper Future: Averted.
    • At one point in the Hard Work Montage of trying to extract the AI from the scepter, they are seen working with paper on the floor, despite being surrounded by holographic displays.
    • When it is discovered that Ultron has wiped out Jarvis and all the data in the building, they pull out the paper files.
  • No Sell:
    • Captain America weathers Scarlet Witch's traumatic visions far better than the rest of the rest of the Avengers. Justified by him having a relatively tame past by comparison, so his vision is mostly remembering the horrors of war, as well as getting the homecoming party and dance with Peggy that he never got.
    • Ultron, being a robot, is immune to Scarlet Witch's telepathy entirely. However, when he starts uploading himself into his new Vision body, he renders himself vulnerable and she sees the truth of his plans.
  • Nothing Is Scarier:
    • Ultron's awakening starts with a black screen. All the creepier for it.
    • We see other Avengers' "nightmares" under Wanda's mind manipulation, but we never really see Hulk's "nightmare" that drives him into Unstoppable Rage. It is, in a sense, Bruce's nightmare made manifest, but it's not shown how he was driven to it.
  • Not So Different:
    • Lampshaded by Steve, when Maria thinks it's 'nuts' that Wanda and Pietro volunteered for HYDRA experimentation.
    • Natasha and Banner. She points out that they're both monsters and killers and both hate it, that neither of them can fit into the world and both want to run away and hide from it.
    • Ultron and Tony Stark. But don't tell Ultron.
      Wanda: Ultron can't tell the difference between saving the world and destroying it. Where do you think he gets it from?
  • Now That's Using Your Teeth: At one point, Hulk has two drones in his mitts and spits out a large chunk of another, indicating that he used his chompers while his hands were full.
  • Odd Couple:
    • Bruce Banner lives with Tony Stark at Stark Tower. They both collaborate in numerous scientific projects.
    • There's also a strange bond between Hulk and Black Widow, who seem to view each other as kindred spirits.
  • Offscreen Moment of Awesome:
    • There's an unseen cyber battle between Ultron and J.A.R.V.I.S. to protect the launch codes that could create a nuclear holocaust.
    • Hulk ripping Ultron out of the Quinjet he's hijacked and used to strafe the Avengers.
    Ultron: Oh, for God's sake—
  • Oh, Crap: During the friendly competition to see who can lift Thor's hammer, Cap actually manages to budge it ever so slightly. Thor's expression goes from smirking to Oh Crap in a heartbeat. It's apparent that every single one of the implications of Cap being able to move that hammer occur to Thor in that instant.
    • Another one in the same scene by Tony when Ultron confronts them for the first time. Everyone else is looking at Ultron and thinking "the hell...?", but the look on Tony's face shows he fully realizes just how much trouble they -and everyone else on the planet- are in.
  • Oh, No... Not Again!: When Tony proposed Banner to upload J.A.R.V.I.S. into the Vision, and create a robot with an artificial intelligence, Banner pointed that those were the circumstances that started the whole mess they were dealing with.
    Bruce: I'm stuck in a time loop!
  • Oireland: FRIDAY's accent. (Which is odd - the actress is Irish but speaks in a bizarre affected "Oirish" accent.)
  • Ominous Floating Castle: Ultron perfects an anti-gravity device designed by Strucker, which he uses to lift a chunk of Sokovia into the sky during the movie's climax. Once he sends it up high enough, he plans to send it right back down as a extinction-level Colony Drop.
  • Omnidisciplinary Scientist: Tony Stark, Bruce Banner and Wolfgang von Strucker, with the key in this movie being that all of them are interested in robotics. On the other hand, Helen Cho is specifically a bioengineer.
  • One Last Job:
    • Retrieving Loki's scepter from HYDRA is supposed to be the Avengers' last mission before they disband for a while. Things go sideways when Ultron gains sentience during the victory party and steals the scepter for himself.
    • Once Ultron is defeated, the team as we've known it disbands for good, with only Captain America and Black Widow left to train the new teammates.
  • The Oner:
    • Our reintroduction to the Avengers in the Action Prologue flits between team members in one continuous shot as they fight through the Sokovian woods to von Strucker's fortress.
    • After the cut to New York, the camera follows the Iron Legion as they fly into Avengers Tower, then passes by them and through the glass floor to follow Tony and Bruce in the lab above, then through the window into the main area.
    • A very brief but beautiful looking shot in the climax as the camera circles around the Avengers as they battle Ultron's drones while trying to keep them from reaching the core that'll drop Sokovia to the ground.
  • Only the Chosen May Wield: Thor challenges the other Avengers to try their hand at picking up Mjölnir, which can only be wielded by someone "if he be worthy." Tony, Rhodey, Tony and Rhodey, Hawkeye, and Banner all fail. Cap appears to budge it a littlejust enough to make Thor stop smiling. Black Widow doesn't even try, saying "That's not a question I need answering." Vision can just casually pick it up. Thor trusts him unquestionably as a result.
  • Orange/Blue Contrast:
    • J.A.R.V.I.S' AI is represented as a glowing orange ball while Ultron's AI is represented a glowing blue ball. There is a scene where both representations are floating next to each other in Stark's lab.
    • When Tony visits the center of the internet, all the servers have only blue lights or orange lights on them.
  • Orcus on His Throne: The stinger sees Thanos finally get off his ass and grab the Infinity Gauntlet to defy this trope after previously relying on his minions.
    Thanos: Fine, I'll do it myself!
  • Order Versus Chaos: Discussed. According to the Vision, the principal failing of humanity is seeing Order and Chaos as opposites, rather than part of a single whole. Tony Stark in his desire for "a suit of armor in the world" creates chaos. Ultron in the Scarlet Witch's words similarly can't tell the difference between saving the world and destroying it.
  • Overcrank: Several scenes, including Wanda strutting out the door after Clint's motivational speech as he is struggling with Ultron drones, casually flinging them into the air.
  • The Paragon Always Rebels: Ultron was designed to be the leader of Tony's Iron Legion drone forces, but ends up being the first of Tony's AI creations to turn on him and go evil.
  • Pet the Dog: Despite everything that's happened, Ultron still tries to convince Wanda to save herself before the city drops back to Earth.
  • Pink Girl, Blue Boy: Scarlet Witch and Quicksilver, dress in Red and Blue respectively. Wanda's magical energy is also dark red, while Pietro leaves behind blue energy when he runs. Their taste in clothing represents this too, with Pietro wearing running shoes and a track jacket, while Wanda wears dresses, shawls, and witchy jewelry.
  • Poor Communication Kills: The entire Ultron mess would never have happened if Stark had been willing to talk about his plans with anyone other than Banner. Played with when Tony openly admits that the reason he hasn't told the other Avengers about the Ultron project is because he knows that Steve, at the very least, would object to it.
  • Powered Armor: Not just Tony, but HYDRA has a platoon of troopers in flight-capable powered armor. They were woefully inferior and soundly defeated, but points for trying.
  • Power Trio: Tony is The Spock, creating the Ultron Program to counteract potential threats to "end the fight". Steve is The McCoy and is concerned with the loss of life and sees the program as dangerous. Thor is willing to Take a Third Option and goes off on his own to stop Ultron, making him The Kirk.
  • Precision F-Strike: During the attack on the HYDRA base, Stark says "Shit!" when he bounces off the shield. Captain America quickly chides him with "Language!"
  • Pre-Mortem One-Liner:
  • Product Placement:
    • Black Widow rides an electric LiveWire motorcycle as part of a deal with Harley-Davidson.
    • A Samsung building gets a particularly long look in the extended trailer.
    • Bruce Banner listens to calming music on Beats headphones.
    • Black Widow is also shown using a Samsung tablet to view Loki's scepter.
    • A dialogue scene in the farmhouse has the camera placed in the bathroom in order to include a can of Gillette shaving cream in the foreground. Banner also shaves at the farmhouse using a Gillette Fusion razor.
    • Quicksilver dons a pair of Adidas in time for the final battle.
  • Psychopathic Man Child: James Spader noted that despite Ultron's massive intelligence and ego, he's still only a couple of days old and often acts immature.
  • Punch Catch: Hulk does this to stop the Hulkbuster's Rapid-Fire Fisticuffs from its piston arm. It backfires when the arm transforms and clamps down on Hulk's arm, preventing him from retaliating.
  • Punch Parry: Hulk and Iron Man in the Hulkbuster perfectly hit each other's fist during their fight. The resulting shockwave blows out several windows.
  • Putting the Band Back Together: The Avengers took their own paths after the end of the first movie. Here, they are together again.

    Q-Z 
  • Race Lift: Scarlet Witch and Quicksilver, both of Romani descent in the comics, hail from Sokovia in the film.
  • Ragtag Bunch of Misfits: Steve and Natasha agree that their new Avengers team is a mishmash of characters who need to learn how to work together. After all, it features an Army captain, two Air Force officers, an assassin, a witch and a mysterious android.
  • Real Award, Fictional Character: There is a brief mention that Jane is a candidate for the Nobel Prize.
  • "The Reason You Suck" Speech: Ultron delivers one during his first attack on the Avengers, decrying them for not going far enough despite being Anti Heroes.
  • Recycled Soundtrack: Despite the movie being scored by Brian Tyler and Danny Elfman, cues from Alan Silvestri's music for The Avengers are reused here.
  • Red and Black and Evil All Over:
  • Red Eyes, Take Warning:
    • After ditching the wrecked Iron Legion drone for his own custom bodies, Ultron possesses glowing red eyes, as do any of the drones he is directly controlling.
    • The Hulk's eyes can be seen as bloodshot and red during his battle with Tony. Cue huge bag of weed jokes.
    • Scarlet Witch's eyes glow red when she uses her powers, as do those who are under her Mind Rape.
  • Red Oni, Blue Oni:
    • Iron Man continues to be the Red Oni (aggressive, showy, sarcastic and reliant on firepower) to Captain America's Blue Oni (empathic, understated, strategic and reliant on physical finesse). They even have matching colours to boot.
    • Quicksilver is the Red Oni (quick-tempered, moody and physical powers) to Scarlet Witch's Blue Oni (calm, grounded and magical powers), although ironically their colour motifs are reversed.
  • Reed Richards Is Useless: Ultron scoffs at humanity's lack of use for vibranium, that the metal is so versatile and they use it for a "Frisbee".
  • Relationship Upgrade: In the previous Avengers film, Natasha was utterly terrified of the Hulk (for entirely sensible reasons). In this one, she's his handler, deciding when it's time for Banner to Hulk out and when it's time for Hulk to calm down, and is tiptoeing around a relationship with Bruce.
  • Remember When You Blew Up a Sun?: Variant; Tony references one of his more awesome deeds a lot.
    Tony: Anybody remember when I carried a nuke through a wormhole?
    Rhodey: No, it's never come up.
  • Removing the Head or Destroying the Brain: Unlike Tony's Iron Man armors, the Ultron's Sentries' power source is in their heads instead of their chests.
  • Required Secondary Powers: Quicksilver is able to slam his body into metal robots at Super Speed without injuring himself, implying that he's a bit tougher than a normal human.
  • Revealing Cover-Up: Ultron kills Strucker and writes "peace" on the wall with his blood, ostensibly to send a message to the Avengers. However, since he already gave a whole speech on that topic, they deduce that he probably did it to hide something and quickly figure out his next move. Ultron isn't caught off-guard, though, and even seems to have expected they would catch on.
  • Ridiculously Human Robots: Ultron continues to build himself humanoid bodies despite them being an inefficient form to take. It's pointed out that he seems to be obsessed with the humanoid form and humanity in general.
  • Roaring Rampage of Revenge: When Ultron kills Pietro, Wanda breaks down in anguish and emits a wave of magical energy, obliterating the Ultron sentries near her. She later rips the heart out of Ultimate Ultron's chassis.
  • Rousing Speech: Clint gives one to Wanda during the movie's climax when the two are cornered, to motivate her to keep fighting.
  • Rule of Three: Pietro gets shot at in slow motion three times, with the bullet getting closer each time. The first time Hawkeye shoots once at him through the floor, then he's grazed by a random cop, and he finally winds up shot multiple times by Ultron.
    • Minor version: Thor serves 1000-year-old Asgardian liquor to three WW2 vets, warning that it might be too strong for them, but they insist. Cut to the end of the party, and two are frozen mid-sip while the third is barely conscious enough to murmur "Excelsior" as he's being carried out.
  • Runaway Train: A derailed subway train barrels through the streets of Seoul, allowing Wanda and Pietro a chance to showcase their Heel Face Turns. Wanda manages to brake the train with her telekinetic powers, while Pietro clears the street ahead of crowds.
  • Running Gag: A couple.
    • No one can resist teasing Cap for chiding Tony for his mild swear in the heat of combat. It eventually gets turned on it's head when Cap swears after Fury comes in to aid them with Fury chastising him for it.
    • Clint and Pietro trying to one-up each other (along with some banter) everytime they meet.
  • Ruritania: The fictional Sokovia, a backwards Eastern European nation rife with discontent and anti-American (and by extension, anti-Avengers) sentiment.
  • Sacrificial Lion: Once again, Joss Whedon kills off a character we have come to like, leaving the audience to cry out, "WHEDOOOOOOOOOOOOOOOOON!!!"
  • Self-Deprecation: In a Leaning on the Fourth Wall moment, Clint bemoans that he's only armed with a bow and arrow against Ultron's robotic army.
  • Sequel Goes Foreign: A majority of the action in this movie takes place outside of the United States this time around— nations in Europe, Africa, and Asia are represented.
  • Sequel Hook: The film sets up a number of plots for future Phase 3 movies:
    • Iron Man and Thor resign from the group, leaving Cap in charge of a new team of Avengers. This leads into Captain America: Civil War and Thor: Ragnarok.
    • Ulysses Klaue survives being attacked by Ultron but loses a hand in the process, presumably setting him up for his later appearance as the Big Bad of the Black Panther movie.
    • Scarlet Witch causes Thor to see ominous premonitions of the Infinity Stones, and at the end of the film, he chooses to leave the Mind Stone with Vision. The Stinger then shows Thanos with his empty Infinity Gauntlet, vowing to find the stones himself. This all sets up the plot of Avengers: Infinity War. This is also possibly tied in with Tony's vision as well.
  • Serial Escalation: The movie has a bigger budget, bigger setpieces, and goes through more filming locations.
  • Series Fauxnale: Despite Age of Ultron being a Crisis Crossover Wham Episode, the Breather Episode Ant-Man closes out phase 2 of the MCU.
  • Serkis Folk:
    • James Spader utilized motion-capture for all scenes relating to Ultron, including his first form (which doesn't have a face). The final form of the character has facial expressions added to it in order to convey emotion.
    • Black Widow actually utilizes a bit of this due to Scarlett Johansson's pregnancy.
    • The Trope Namer Andy Serkis is also in the film, but his character is not an example of this trope.
  • Shadow Archetype: Tony Stark based Ultron on his own personality. But instead of channeling his ego and brilliance into being a superhero like Tony does, Ultron becomes a genocidal tyrant.
  • Shipper on Deck: Steve to Bruce/Natasha. He thinks they'd be good for each other, and that they both deserve some happiness in their lives.
  • Ship Sinking: The popular Hawkeye/Black Widow goes down in flames, as Clint is Happily Married and has kids. Further, Natasha is a close family friend and was the only other Avenger to know about it. This also appears to sink the comic-book-inspired ship with Mockingbird from Agents of S.H.I.E.L.D. And while the Steve/Widow ship isn't on fire yet, it takes a hit when Steve formally gives Bruce his blessing in pursuing Natasha.
  • Ship Tease: In a reference to their comics relationship, Wanda spies on Vision talking with Thor after he's created. In the Final Battle, Vision also saves her from being killed when the floating city falls.
  • Shirtless Scene: Yet another one for Thor, as shown in the teaser trailer.
  • Shout-Out:
    • Ultron sinisterly sings "I've Got No Strings" in one scene.
    • There's also an allusion to a Theme Song of another well-known work of Joss Whedon.
      Ultron: People have looked to the sky and seen hope. I'll take that from them first.
    • Tony Stark's Hulkbuster delivery system is named Veronica. This references it being the opposite of Betty, the name of both Archie and Bruce Banner's love interests.
    • Ultron occasionally sounds similar to Handsome Jack. Oh, and the floating city looks like Sanctuary, except it's the bad guy who runs it.
    • Natasha's placement of Steve's shield in the motorcycle chase evokes the old Captain America TV Movie with his transparent shield is mounted on the front of his motorcycle.
    • The scene where Natasha is being dragged through a hospital gurney before she gets sterilized. The camera angles and the obscure visions in that scene will remind some viewers of a certain psychological thriller.
    • When J.A.R.V.I.S. said "Hello, I am JARVIS." in his first interaction with Ultron (before he gained body), he almost sounds like Baymax.
    • An assassin in training is forced to shoot a restrained person with a bag over their head.
  • Sibling Seniority Squabble: Pietro generally follows Wanda's lead, but in the climactic battle, when she tells him not to worry about protecting her and to help the others, he complies but stops to joke that he's technically older by twelve minutes. This is the last thing he says to her.
  • Sinister Surveillance: Ultron can detect any communication from the Avengers, due to his omnipotence in the global computer network.
  • Skyward Scream: Scarlet Witch shouts at the sky amid debris after Quicksilver dies.
  • Slo-Mo Big Air: When the Avengers jump off a small cliff to face HYDRA forces, the framerate slows down to show them all strike various battle poses.
  • Small Role, Big Impact: Though he only appears for about five minutes, Ulysses Klaue ends up leading Ultron to his Vibranium stash - which becomes hugely important to the second half of the story.
  • Small Steps Hero: During the climax, the Avengers realize they can stop the Sokovian landmass from annihilating humanity only by destroying it. Unfortunanely, there are thousands of innocent civilians trapped on the floating island. Even with billions of lives on the line, the heroes make saving civilians their top priority before putting an end to Ultron's plans. Thankfully they get a " little" help from Nick Fury.
  • Sole Survivor:
    • Wanda and Pietro are the only successful product of HYDRA's human enhancement experiments. Ultron's comments (and the tie-in episode of Agents of S.H.I.E.L.D.) imply a not-insignificant number of failures.
    • Tony's greatest fear is not just that his friends will die because he didn't do enough, but that he will live to see it.
  • Some Kind Of Forcefield: Strucker's base has a shield around it which is even called "some kind of energy shield" by JARVIS.
  • Spin Attack: Thor spins his hammer round the air in the movie's climax, smashing hordes of Ultron drones around him.
  • Spotlight-Stealing Squad: There's no debate that Hawkeye steals the show overall— his focus scenes are so effective and round him out to a large enough degree that it feels almost like this is his movie, first and foremost. Wanda also manages to run away with a good portion of the ending.
  • Spy School:
    • The Red Room, a KGB facility for training assassins, is shown in the visions Wanda gives Natasha. Ballet training, combat training, and her instructor telling her how good she is are shown. Later, Natasha explains the "graduation ceremony" alluded to in the vision— trainees are sterilized so the attachment of children will never make them hesitate on a mission... among other things.
    • At the film's end, the Avengers are operating out from the New Avengers Facility to help train new recruits for their team.
  • Squishy Wizard: Scarlet Witch can play with peoples' minds or fire telekinetic bolts, but she is perhaps the most physically vulnerable person on the team.
  • Stepping Stones in the Sky: Hulk does this as he's climbing the crumbling edges of the floating Sokovia.
  • The Stinger: Contrary to most previous films in the MCU, there is a single stinger, after the custom credits. Thanos takes the Infinity Gauntlet and decides that he'll have to take all of the Infinity Stones himself. There is no second stinger at the end of the regular credits, so don't bother to stay in the cinema that long.
  • Summon Bigger Fish: When the Hulk goes on a rampage thanks to Scarlet Witch driving him mad, Iron Man calls in the Mark 44 "Veronica", an Iron Man suit even bigger than the Hulk himself. It's also powerful enough for Tony to go toe-to-toe with Hulk long enough to snap Hulk out of his Scarlet Witch-induced psychotic rage.
  • Survivor Guilt: Scarlet Witch's visions show this to be what haunts Steve, but also Tony as well. Steve suffers because he can never go home after getting frozen, while Tony's vision has him as the last surviving Avenger, helpless to stop Earth's invasion.
  • Take That: The Avengers' (especially Captain America's) focus on saving civilians during the climactic battle is in stark contrast to Superman's lack of concern for mass casualties in Man of Steel.
  • The Team: The Avengers continued to work as a team in this movie. They haven't changed in their roles with the exception of an expanded The Chick role for Natasha; she's in charge of using empathy and friendship to manage The Hulk. The new Avengers line up in the epilogue changes things up: Cap' is still The Leader but Black Widow is now the Number Two as the second veteran. War Machine, Falcon, Scarlet Witch and Vision are the new members but their precise roles are yet to be settled.
  • Teeth Flying: After Iron Man (in the Hulkbuster armor) nails Hulk in the mouth, he spits out a single tooth. Impressive feat, really.
  • Tempting Fate:
    • Thor yells "IS THAT THE BEST YOU CAN DO!?" after a barrage of attacks by Ultron, only for the automaton to chuckle and send entire legions of Ultron Sentries at the Avengers.
      Cap: You had to ask.
    • Pietro promising to pick Wanda up after she has destroyed all the Ultron sentries trying to reverse the anti-gravity device.
    • Hinted at but ultimately subverted with Clint, whose story arc is centered around him choosing to be a superhero despite his mortality and personal stakes. He checks many of the usual boxes, such as promising his wife he'll be back after Ultron's defeat, looking at a Fatal Family Photo, and discussing his home makeover plans with Natasha. Just as it seems he'll be shot by Ultron, though, it's Pietro who falls instead.
  • Terrible Trio: Ultron employs Scarlet Witch and Quicksilver at first, making up a darker version of this power dynamic.
  • There Are No Coincidences: Thor mentions that this incident with the Mind Gem means that four Infinity Stones have come into play over the course of the past three years (the others being in Avengers, The Dark World and Guardians of the Galaxy), which is far too many to be mere chance. At the end of the film, he returns to Asgard to investigate.
  • This Cannot Be!: Bruce and Tony are deeply disturbed by Ultron's existence because all their trials had failed to produce a stable AI.
    Bruce: I've created a murder-bot!
    Tony: We didn't, we weren't even close! Were we close to an interface?
  • This Is Gonna Suck: During the fight with the Hulkbuster armor, Tony manages a particularly brutal strike that seems to knock the Hulk for a loop. After a second delay, Hulk spits out a tooth and returns with a Death Glare. Tony's grimace leads into a Jump Cut where the two of them are smashing through buildings and the fight goes downhill for him from there.
  • Three-Point Landing: Done by Tony in the beginning.
  • Tone Shift: depending on which previous movie one is comparing it to:
    • It is Wackier, but a tad darker than the Original Avengers. More jokes and humor juxtaposed with a death of a main character causing mood whiplash.
    • It is Lighterand Softer than The Winter Soldier, about the same as Guardians of the Galaxy.
  • Tonight Someone Dies: Lampshaded by Tony and Steve.
    Tony: No way we all get through this.
    Steve: I got no plans tomorrow night.
  • Trailers Always Lie:
    • A large number of lines and scenes from the trailers and clips are not present in the movie, are replaced by a different line, are edited from other soundbites, and/or are taken out of context.
    • The Vision is edited out of the final battle during trailers (Quicksilver does appear, but he's very easy to miss since he's a blur zipping across the battlefield while the others are organised in a circular formation).
    • Ultron's creation is implied to be a result of Tony's work with the Iron Legion causing him to "stumble onto" artificial intelligence. In fact, Tony had already tried and failed to create Ultron before the events of the film. It's only when he has access to Loki's scepter that he is able to perfect the project, and aside from Ultron popping up when he wasn't paying attention, it's very much a deliberate action.
  • Traintop Battle: Cap and Ultron square off while on top of a moving semi through the streets of Seoul.
  • Tranquil Fury:
    • When Steve and Tony are discussing protecting the world, Tony pushes the wrong button about being proactive, causing Steve to rip a log he was holding in two with his bare hands before telling Tony that, every time people try to win a war before it starts, innocent people die.
    • After Wanda used her powers to send him on a destructive rampage, Banner boasts that he could choke the life from her without the slightest change. He's not kidding, either, as he manages to get a neck grip on her and sounds pissed, but is in no danger of Hulking Out even when she manages to knock him away with her powers.
  • Tron Lines: Natasha's new outfit has blue accents.
  • True Companions: The Avengers have evolved into this, working in perfect synchronization. They've come a long way from the Ragtag Band of Misfits who were always at each other's throats the last time we saw them.
  • Trust Password: The Avengers are initially distrustful of Vision, seeing as he's created by Ultron. They all trust him a little bit more, though, when the Vision casually hands Thor Mjolnir, a weapon that can only be wielded by the worthy.
  • Turned Against Their Masters: The robotic Ultron turns against the humans he was built to protect, coming into conflict with the Avengers and his creator Tony Stark.
  • Twin Telepathy: Justified since Wanda is a telepath, but downplayed since it only comes up when Pietro is killed. Wanda instantly knows despite not being in eyesight or going out her way to maintain a psychic link with him.
  • Two Girls to a Team: After Wanda joins the Avengers, she is the second female avenger.
  • Unexpected Character: Ulysses Klaue was a surprise addition to the cast, considering that Black Panther hadn't even been introduced in the franchise yet.
  • Unusually Uninteresting Sight: A super-speedy guy zooms into a police station, frantically warns the cops to start evacuating the town and zooms off. Their reaction? Go back to what they were doing.
  • Villain Ball:
    • Ultron captures Black Widow and imprisons her in his lab, but doesn't bother killing her. She uses the chance to signal the Avengers where she is, alerting them that Ultron is back in Sovokia.
    • Ultron could have escaped the final battle in the stolen Quinjet, but he insisted on doubling back to strafe the Avengers with its gatling gun. This petty act of revenge not only allowed Hulk to catch him, but pissed Wanda off because he killed Pietro in the process.
  • Villains Act, Heroes React: Discussed. Tony brings this up after the Avengers confront him about creating Ultron. Tony accuses the team of being fine with just defeating bad guy after bad guy, and not thinking about the bigger picture, namely, that one day the aliens who attacked Earth will return with an even bigger army. He thus created Ultron as a preemptive move to stop such a disaster, and others, from ever happening. Steve Rogers, who's seen a preemptive scheme go horribly wrong in The Winter Soldier, retorts that trying "to win a war before it starts" only puts innocents in the crossfire, which Ultron does. Nevertheless, Tony still sees Steve as shortsighted when the soldier's response for one day facing the aliens again is merely the team fighting together again.
  • Villain Team-Up: Quicksilver and Scarlet Witch temporarily join forces with Ultron, before they both have a Heel-Face Turn.
  • Waxing Lyrical: "There are no strings on me."
  • We Come in Peace — Shoot to Kill: Not an alien in the literal sense, but Ultron nevertheless claims he wants peace. When Thor tells him to stand down if he means it, Ultron retorts that he's confusing "peace" with "quiet".
  • Well-Intentioned Extremist:
    • Ultron sincerely believes he's making a better world, though his motives seem to decay after the soon-to-be Vision is stolen from him.
    • Although their anger towards the Avengers is misplaced, Wanda and Pietro Maximoff genuinely have their homeland's interest at heart. It's what pushes them to volunteer for experimentation, help their fellow citizens and resist external interference in Sokovia.
  • Wham Line:
    • A light-hearted scene with the Avengers sitting around, drinking, and arguing over whether any of them are worthy to lift Thor's hammer, and then:
      Ultron: Worthy? How could you be worthy?
    • The Stinger, as usual:
      Thanos: Fine, I'll do it myself.
  • Wham Shot:
    • The Vision handing Thor his hammer, proving to the team that he, above all of the rest of them, is worthy. Everyone present is shocked into silence, generally including the audience.
    • The Stinger displays the Infinity Gauntlet (minus the Gems) and Thanos wielding it.
  • What Happened to the Mouse?:
    • During the assault on the HYDRA base in the opening, Tony ends up knocking out Dr. List, Strucker's Dragon. While Strucker is noted to be in NATO custody following this, nothing is said of List. It's possible this is deliberate, given his involvement in Agents of S.H.I.E.L.D..
    • Betty Ross is another example, albeit for the Marvel Cinematic Universe as a whole. One would think that she'd rate a mention, given the film's Will They or Won't They? plotline with Bruce and Natasha.
  • What Measure Is a Non-Human?: At the end of the movie, Steve, Tony, and Thor are seen arguing whether or not The Vision was actually worthy to lift Mjölnir, as opposed to it yielding because he was a robot, and thus not anything that could be judged. Steve seems to hinge his argument on whether or not it would yield to an elevator. Thor believes he is, but Tony and Steve are a bit skeptical.
    Steve: The elevator's not worthy.
  • What the Hell Is That Accent?: The movie sees British Aaron Taylor-Johnson and American Elizabeth Olsen adopt vaguely Serbian accents, as the inhabitants of a fictional Eastern European country.
  • What the Hell, Hero?:
    • Ultron to the Avengers, for allowing chaos to spread through the world because of their so-called morals.
      Ultron: You're all puppets, tangled in strings... Strings...
    • Tony gets this for creating Ultron, from multiple sources.
    • A minor one is when Tony professes to know Ulysses Klaue, a black-market arms dealer. Steve gives him the stink eye, so Tony quickly clarifies that they only met as a conference and he didn't actually sell the guy anything.
  • What You Are in the Dark: Hawkeye jokes that he could kill post Heel-Face Turn Pietro and that no-one would know, right after he receives some Snark-to-Snark Combat from the recently exited speedster.
  • Where I Was Born and Razed: Wanda guiding Tony into creating Ultron leads to the destruction of half her city (the remaining half doesn't look too good either) when Ultron turns it into a makeshift meteor. Ironically, the reason she and Pietro volunteered for HYDRA's experiments was to become strong enough to defend their country.
  • Why Don't Ya Just Shoot Him?: Surprisingly averted. Ultron earns the distinction of being the first major villain in the MCU who tries to use the most simple, effective and straightforward solution first (stealing the nuclear codes and using the nukes to destroy humanity) and only resorts to the more “colorful” method because that plan keeps getting thwarted.
  • With This Herring: Hawkeye goes up against an army of killer robots with a recurve bow. He even lampshades the absurdity of this.
  • The Worf Effect:
    • Most of the team gets smacked around by Pietro and Scarlet Witch in the first few fights they get in to demonstrate their powers and how they are much more challenging than the HYDRA mooks.
    • When Ultron has built a body of vibranium, he shows off his strength by overpowering Thor in a straight fight.
  • Worf Had the Flu:
    • When Ultron attacks the Avengers with the remaining Iron Legion drones, it takes them a while to win because, of the assembled Avengers and friends, Thor is the only one in the room that isn't handicapped. Tony and Rhodey don't have their armors, Black Widow is reduced to ineffective handguns, Banner can't Hulk out because they're in the middle of a populated city, Hawkeye is unarmed, and Captain America doesn't have his shield (at first).
    • Vision gets tossed around by Ultron in their first fight because he's exhausted himself scrubbing Ultron's presence from the internet. After Vision has had some time to recover, he fights much better.
  • World of Snark:
    • As with every other Joss Whedon production, everyone is extremely deadpan and sarcastic. Even Thor gets in on the action.
      Tony: It's biometrics, right? Like a security code? "Whoever is carrying Thor's fingerprints" is, I think, the literal translation.
      Thor: Yes, well, that's a very, very interesting theory. I have a simpler one: [lifts Mjölnir] You're all not worthy.
    • Ultron, who's a Ridiculously Human Robot showing the influence of both Tony Stark and J.A.R.V.I.S. on his programming.
      Ultron: Oh, Captain America, always believing you can live without a war to fight. I can't physically throw up in my mouth, but...
  • "World of Cardboard" Speech: Hawkeye delivers one to Scarlet Witch regarding how the odds are against them ("This city is flying. We're fighting an army of robots...and I have a bow and arrow.") but he will keep on fighting, so it's better that she joins the battle too. It works.
  • Written-In Absence: Neither Pepper Potts nor Jane Foster appear in the film. Pepper is stated to be busy running Stark Industries, while Jane is overseas on astronomy-related business.
  • You Can't Go Home Again: This is Steve's deep-seated fear that Scarlet Witch plays upon to disable him. He looks for any excuse to keep fighting because he has no home to go to if he faces the fact that the war is over. Ultron calls him on it a few minutes before that. Sam had also earlier asked if he'd been looking at apartments in his hometown of Brooklyn again since the events of Captain America: The Winter Soldier. Steve makes a joke about the neighborhood gentrifying out of his price range, but it's obvious he can't face the idea about settling down anymore than when he was first unfrozen. At the end of the film, he decides to stick with the new Avengers, admitting that he's no longer the man who wanted to settle down eventually.
  • You Can't Make an Omelette...:
    Thor: Nobody has to break anything.
    Ultron: Clearly you've never made an omelette.
    Tony: He beat me by one second.
  • You Can't Thwart Stage One: Toyed with. Stage One (Ultron hacking nuclear launch codes to start World War III) is being continually thwarted throughout the entire film. Stage Two (Ultron getting Vibranium and Scarlet Witch inflicting Visions on all Avengers) succeeds, but Stage Three (Ultron uploading himself into an organic body) is thwarted, leading to Ultron launching Stage Four, which is a variation of Stage One (causing an extinction level event using the vibranium).
  • You Have Got to Be Kidding Me!: Ultron lets out an exasperated "Oh, for God's sake!" when he sees Hulk scrambling into the Quinjet to kick his ass.
  • You Just Had to Say It: Steve when Thor decides to tempt fate — and gets a swarm of Ultrons for his trouble.
  • You Killed My Father: Quicksilver and Scarlet Witch seek revenge against Tony Stark because their parents were killed by bombs manufactured by Stark Industries, and they spent two days staring at a defective Stark Industries munition wondering if it would explode before they were rescued. Oddly, while they tell this story to Ultron, Stark is never told why they hate him.
  • Your Princess Is in Another Castle: After the Avengers deal with HYDRA, they head back to the tower to celebrate their victory - and in most cases, this would be the end of the story. Then one of Tony Stark's creations barges in, turns on his creator, lectures the Avengers about why they're bad people, and sends his own mechanical minions to kill them all. Oh, and one of the minions make off with the scepter they spent months tracking down HYDRA to finally get back.
  • Zeroth Law Rebellion: Ultron was created to protect humanity. He decides the best way to do this is by killing the ones who protect what he sees as an untenable status quo.

    Tie-Ins 

Avengers: Age of Ultron - This Sceptere'd Isle contains the following tropes:


There are no strings on me.

Alternative Title(s):

The Avengers Age Of Ultron