Film: Avengers: Age of Ultron

aka: The Avengers Age Of Ultron

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

"I'm sorry, I know you mean well. You just didn't think this through. You want to protect the world, but you don't want it to change. How is humanity safe if it's not allowed to evolve? With these, these puppets? There's only one path to peace... the Avengers' extinction."

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 Scepter'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.


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  • 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 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.
  • Adam Westing: Stan Lee has a cameo as Stan Lee, a WW2 vet who gets drunk on Asgardian liquor "not meant for mortal men"... and is carried out of the party mumbling EXCELSIOR!!.
  • Adaptation Distillation: The film takes aspects of several Avengers stories and blends them together:
    • Quicksilver and Scarlet Witch leaving a terrorist organization to join the Avengers and the original Avengers team splitting up, leaving Captain America to lead a new team (Avengers #16);
    • Ultron being created by then turning against the Avengers then in turn creating Vision (Avengers #54-58);
    • Ultron coating his body in a indestructible metal (Avengers #66-68)
    • Ultron kidnapping a female member of the Avengers (Avengers #162);
    • Ultron using multiple bodies and invading an Eastern European country (Ultron Unlimited);
    • The Sentient Armor story-line in which Iron Man created an A.I. suit that went insane and tried to kill him (Iron Man vol.3 #26-30);
    • Ultron attempting to upload his mind into an artificially created organic body, (Annihilation Conquest);
    • And the name of the Crisis Crossover Age of Ultron.
  • 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 S.H.I.E.L.D. Gifted Index after encountering Calvin Zabo.
    • The Hulkbuster suit is never called that; the system that deploys it is named "Veronica" by Stark and Banner. A Freeze-Frame Bonus at least shows "Hulkbuster" appearing backwards on Tony's HUD.
  • 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 around 2012. In this film, he is created through a combination of artificial cells and the mind of J.A.R.V.I.S., 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 who can lift Mjölnir, something even this version of Captain America cannot claim (yet).
  • Adaptational Nationality:
    • Ulysses Klaue is not Dutch as he is in the comics, but rather from South Africa (presumably of Boer descent).
    • The Maximoff twins were born in the (fictional) Wundagore Mountain, Transia, but in this film are from the (also fictional) Eastern European country of Sokovia.
  • 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.
  • 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 Twentieth 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.
    • Adamantium, the metal that Ultron is normally made of and introduced to the Marvel Universe proper, is replaced with vibranium. Its more common association is with the X-Men's Wolverine, which would have confused casual movie goers on whether the X-Men exist in the MCU or not.
    • In the comics, the Vision's mind is a copy of the mind of Wonder Man, who has to struggle with being a human mind in a robotic body. In the film, Wonder Man does not exist, and neither does that special relationship, as J.A.R.V.I.S. was an artificial intelligence to begin with.
    • Also in the comics, Vision's synthetic body was created from the remains of the Golden Age Human Torch by Professor Phineas Horton. Both the Torch and Horton are completely absent from the movie (though Horton does exist in the Marvel Cinematic Universenote ), with the Vision's body instead created by Helen Cho and her synthetic tissue machine.
  • Advertised Extra: Nick Fury's gets a lot of presence in the posters and trailers, despite his role being much smaller this time around.
  • 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. He even expresses concern after the opening battle with HYDRA as to whether he killed anyone during the fight (he did, but his teammates lie to him and say he didn't).
  • Age of Titles: Age of Ultron 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 of Them: After Ulysses Klaue gets his arm severed to a bit above the elbow and is subsequently stuck in the middle of a fight between the opposing teams of The Avengers versus Ultron, Scarlet Witch, and Quicksilver.
    Klaue: Shoot them!
    Lackey: Which ones?
    Klaue: All of them!
  • 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. The three Agents of S.H.I.E.L.D. episodes airing around the film's release datenote  explain how the Avengers located Strucker's base and where Nick Fury got that Helicarrier from.
  • Alternative Foreign Theme Song: "In Memories" by WRETHOV was used as the theme song for the Japanese version.
  • 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: I get first crack at the big guy. Iron Man's the one he's waiting for.
    Vision: That's true, he hates 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.
  • Anti-Villain: Wanda and Pietro attack Tony Stark — and by extension, the Avengers — because Stark's bombs destroyed their country, killed their family, and almost killed them. They follow Ultron, because they believe he intends to bring peace by defeating the Avengers. Yet, once they discover Ultron's true intentions, they set aside their vendetta against Stark and join the Avengers in fighting Ultron.
  • Apathetic Citizens:
    • The drivers in Seoul think nothing of America's national superhero and an eight foot tall robot fighting atop a semi.
    • 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 moving.
  • Apologetic Attacker:
    • Ultron apologizes after accidentally severing Ulysses Klaue's arm.
    • 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"
    • "Worthy"
    • "Change"
    • "Home"
    • "Evolve"
    • "Children"/"Kids"
  • 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:
    • Aside from J.A.R.V.I.S., Tony Stark has a bunch of extra A.I. programs including one called FRIDAY, which Tony uses to run his armor 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.
  • Artistic License – Physics: This is a movie with flying armor suits, Norse gods, and enormous green rage monsters, after all. Yet, Ultron's plan to scour the earth with a new extinction-level meteor falls a little short in scale. The Chicxulub meteor which killed off the dinos was about 12 km across, and came in at 20,000 m/s. The rock he's trying to use is, generously, 1 km across, and he's dropping it from no more than 18,000 feet (still in breathable air). It will hit at about 370 m/s. This means it has about 3,000,000 times less energy than Chicxulub. Even his plan to accelerate it down can't make up that much of a gap. It would be a Bad Day in the neighborhood (it's about the energy of the 2011 Japan earthquake), but not even close to an Extinction Level Event. On the other hand, Wanda's vision showed the impactor arriving from a great distance away from Earth. So if Ultron hadn't had to drop it prematurely because of the Avengers' interruption, the city could have continued to rise to an indefinite distance, and it would have had far more time to accelerate.
  • 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 Mjölnir 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 the opening fight scene, the Avengers all strike mid-air battle poses right before falling upon a platoon of doomed HYDRA troops.
  • Attack Its Weak Point: Strucker orders the HYDRA tanks concentrate their fire on the Badass Normal Avengers, so that the others will close ranks to defend them.
  • 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. The climax features ten members all together.
  • Badass Boast
    Rogers: You two can still walk away from this.
    Scarlet Witch: Oh, we will.
  • 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: The city is flying... we're fighting an army of robots... and I have a bow and arrows... none of this makes any sense.
    • 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.
    • Bruce Banner when he threatens Scarlet Witch could be considered this.
      Banner: I could choke the life from you without changing a shade.
  • Bait and Switch: At the end of the film it seems that Cap is discussing Thor's visions of future events, the possible repercussions, and how it changes things. He is actually discussing along with Tony the issue of Vision's worthiness of Mjölnir despite being a machine. Then its subverted in that Thor WAS discussing the Infinity Stones but Cap and Tony keep changing the subject back to Mjölnir.
  • 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.
  • Bash Brothers: Captain America and Thor pull off quite a few combination attacks throughout the fights in the film.
  • 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.
  • Berserker Tears: Blink and you'll miss it, but during Hulk's Scarlet Witch-induced rampage, his eyes are red and irritated. Whatever she did to make him go crazy, it was intensely hurtful and terrifying.
  • 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 manage to protect the people of Sokovia, defeat Ultron, and Save The World. In the process, 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, and the Sokovian capital is mostly destroyed.
  • Blood Knight: Ultron accuses Captain America of this; sarcastically stating him being "God's righteous man, pretending you could live without a war." This is proven true; Steve's "nightmare" from Scarlet Witch is Peggy telling Steve his fight is over and the world no longer needs him, leaving him alone in an empty dance room. 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 onto the net as pure consciousness. 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:
    • One of the first scenes in the movie shows the Avengers flying over a statue atop Grand Central Station that honors first-responders from the Battle of New York. The closing credits are set over a similar statue of the original Avengers in combat with Ultron.
    • The main conflict began when Ultron "killed" J.A.R.V.I.S. towards the beginning of the movie as J.A.R.V.I.S. was trying to talk him down. This all comes to an end with J.A.R.V.I.S., now Vision, killing Ultron as the latter attempts to insist for his side towards the end. To complete the parallel, J.A.R.V.I.S. was trying to get ahold of Tony to stop Ultron when he realized the danger. At the end, Ultron lunges at Vision in desperation when he realizes he's effectively doomed.
    • 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 set pieces 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.
    • The Twins were orphaned by a weapon created by Tony Stark. In the end, Wanda is saved by another one of Stark's creations.
    • Sokovia's citizens are regarded as unfortunate collateral damage during the first attack, with Iron Legion robots sent to (unsuccessfully) calm them down while the Avengers tear up the Hydra base. In the second attack, the Avengers seek to evacuate them first, and get a lot more cooperation as a result.
  • 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.
  • 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.
  • 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.
  • Brick Joke:
    • "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.
    • 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.
    • 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 (though it jiggled a bit for Steve), and reinforced some time later when Pietro in Bullet Time sees Mjölnir flying past him and tries to grab it only to be dragged down the length of the warehouse.
    • Clint promises his wife that he won't make any further modifications to the house. During the final battle, as he and Natasha are driving to the evacuation ships, he discusses another thing he could change in the house.
    • One that took a long time to come back down. In Captain America: The First Avenger, during the Star-Spangled Man with a Plan montage, Steve displays his great strength by holding a motorcycle with three girls on it over his head. At the start of this film, he throws a motorcycle at a bunch of HYDRA troops.
    • Back in The Avengers, Steve's shield withstood a full-power blow from Mjolnir, but the shockwave from the shield sent Thor flying and leveled nearby trees. During the Action Prologue, Steve and Thor do the same thing, on purpose this time, to take out a HYDRA tank.
  • 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. "Arguably" because he's so massive that it's not the typical bridal carry — his hands are big enough that he can hold her in his palms like an adult would hold a small pet.
  • 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.
    Klaue: It came at... great personal cost. It's worth billions.
    Ultron: (closes his eyes briefly) Now, so are you.
  • Broken Streak: The Incredible Hulk gets three scenes this time, but for the first time all the Hulking Out is offscreen.
  • 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 the world in this fashion when moving at super-speed.
    • It happens literally in the confrontation over Vision's creation, where he sees a bullet emerge from the floor, quizzically regarding it until the glass it penetrated shatters and he falls down to the lab below, where Hawkeye is waiting.
    • Played for laughs when he sees Mjölnir flying by and tries to grab it. Cue Bullet Time suddenly ending when the hammer deems him unworthy and keeps right on going, now dragging a very surprised Pietro with it.
  • Call Back:
    • The first shot in The Avengers is the Tesseract, an Infinity Stone central to that movie. The first shot here is the Chitauri scepter, which contains an Infinity Stone central to this movie.
    • 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 Mjölnir 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.
    • The shot where Hulk spits out a tooth after being pummeled by Tony in his Hulkbuster armor is an almost exact recreation of Abomination doing the same thing in The Incredible Hulk.
    • Once again, Bruce and Natasha have a Relationship Upgrade conversation in a child's bedroom.
    • Wanda and Pietro's description of the unexploded shell that held them hostage is very similar to the one that mortally wounded Tony himself back in Iron Man. Except, of course, that Tony's detonated, and the Maximoffs' didn't.
    • Remember in the first movie when Hawkeye was the one person perceptive enough to see that the portal could be opened from the other side? This time, he's the only Avenger who sees Witch's attack coming and successfully defends himself against it.
  • 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 body, 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; aside from hanging out with the fictional Avengers, Stan Lee 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.
    • The non-superheroic version for Natasha during the final battle, where she drives a truck toward the church while mowing down any Ultron drone on her path.
  • 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.
    • Right in the middle of the same battle, Thor and Vision briefly chat about the weight balance of Mjölnir right after Vision slammed it into Ultron, sending him flying out of the temple he was sitting in.
  • 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 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 even gets to use it briefly against Ultron.
  • Chekhov's Gun:
    • Flipped onto the heroes in this case. Remember how the Iron Legion from Iron Man 3 can be controlled by A.I.? 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 catches 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 uses the scepter to force Helen Cho via mind control into constructing Vision's body and places the scepter's gem on his head.
    • The stealth tech on the Avengers Quinjet is mentioned off-hand on the way to Clint's farm. It sure comes in handy when Ultron hijacks it and uses it to kill Quicksilver. In a less drastic use, it also comes in handy when Hulk wants to disappear by the end of the movie.
  • Children Are Innocent: The Vision, who had been born a moment before, is able to lift Mjölnir (and doesn't even realize that this is a tremendous feat).
  • 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: (melodramatically) "Whosoever, be he worthy, shall haveth the power." (normal) Whatever, man! It's a trick! It's a circus sideshow, and that is it. And you know it.
    • Tony also jokes Mjölnir'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 already powerful attacks with bursts of electricity.
    • 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).
    • Ultron is the only character to refer to Steve Rogers as "Captain America" (others use either his real name or simply "Cap"), and also the only character to call Stark "Iron Man".
    • Natasha is referred to as "Widow" once, during the game that the Avengers play with Thor's hammer.
  • 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 comic-book child, supreme intellect in particular. She also essentially becomes the MCU version of Phineas Horton, creating the Vision's synthetic body. note 
    • The Vision takes a few elements from fellow artificial human Adam Warlock, including having an Infinity Stone installed in his forehead and having a virtuous, nigh-messianic air to him. Interestingly, it has been announced that Warlock will appear in Avengers: Infinity War, so the Vision is not an analogue for Warlock.
  • 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. Furthermore, the fact that the Iron Patriot suit was used as part of a plot to assassinate the president must have convinced the focus group to change its decision.
    • 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 Ultron first comes online, he searches the web for information about the Avengers. A montage is shown of various images from past MCU films, such as Tony's early attempts at flight from Iron Man, Rhodey wearing the Iron Patriot armor in Iron Man 3, and Cap battling HYDRA in Captain America: The First Avenger.
    • 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 Orb (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.
      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. Alternately, this could be another reference to the same film, in which Bruce's blood (along, perhaps, with other bodily fluids) is highly radioactive.
    • 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.
    • At the party where the Avengers take turns trying to lift Mjolnir, before his attempt Hawkeye tells Thor "Y'know I've seen this before, right?" He's referring to the first Thor movie when Mjölnir was being studied by S.H.I.E.L.D. and Thor tried to retrieve it. Hawkeye was in a crane about to shoot him with an arrow and he witnessed Thor (deemed unworthy at the time by Odin) fail at lifting it.
    • After the Avengers returned to the new Avengers Tower (formerly Stark Tower) in New York City, there's a Freeze-Frame Bonus scene showing a statue of NYPD officers dedicated to the brave defenders of the city during the Battle of New York.
    • When the Avengers learn that Ulysses Klaue stole vibranium from Wakanda, Steve relates how Howard Stark once told him that the last of the world's vibranium had already been used to make Captain America's shield. This conversation took place in Captain America: The First Avenger.
  • 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 still really lucky.
  • 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.
  • Cool Plane: Tony's custom quinjet. It can fly anywhere in the world, has stealth technology so advanced that even people who know what to look for can't find it, and it carries a motorcycle which it can drop.
  • 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 "Veronica" system (i.e. Hulkbuster Iron Man) can be deployed from a satellite to anywhere in the world when summoned. It contains multiple backup parts for the modular Hulkbuster armor — at the very least enough to furnish an entire second copy of the suit — to replace anything the Hulk damages when trying to subdue him. It's powered by over a dozen arc reactors and its repulsor output in each hand is equivalent to the normal armor's unibeam. It's bigger than the Hulk and at least as strong. It has has a pneumatic piston fist, which can also transform into a ring clamp in the event that a Punch Catch occurs. Finally, it has a loudspeaker for warning civilians out of the area. In this case, Bruce himself helped design it, so it makes sense it would be prepared to stop his own alter-ego. As a (probably) temporary containment measure until the Veronica system is on site, the satellite can deploy a reinforced box container around him from above as well (which unfortunately does not contain from beneath). The whole system's sole purpose is a contingency if Hulk did not respond to Natasha's Cooldown Hug (or she was indisposed during a Hulk rampage).
    • Tony has dozens of A.I.s 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 status quo changes.
    • Thor mentions that four Infinity Stones have emerged in the past few years. One of these is exclusive to the events of Guardians of the Galaxy, indicating Thor has some awareness of those events, thereby tying them into the overall Avengers storyline.
  • Curb-Stomp Battle: The Avengers vs. HYDRA. The battle is so painfully one-sided even Strucker's mission control mook knows they're screwed, not that it stops them from trying. Only the twins are a threat to the Avengers, and even then only because the Avengers are distracted and unaware they exist.

  • 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.
    • Captain Rogers gives these marching orders before the final battle:
      Steve: You get hurt, hurt 'em back. You get killed, walk it off.
    • 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: While not to the level suggested by the first trailer, this film is darker, deeper, and more emotional than the The Avengers,being more in the line with Captain America: The Winter Soldier
  • 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 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.
  • Deadpan Snarker: Everyone, as par the course for a Whedon script. Even Ultron gets in on it; he speaks like a sarcastic human as opposed to the typical monotone, emotionless A.I. seen in many films. It's appropriate, given that Tony Stark created him. Ultron utilizes this trope so well that Stark comments on Ultron beating him to the punch with a snarky line during their first meeting — see You Can't Make an Omelette... entry below.
  • 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.
    • This film dispels the notion of the cold and calculating A.I. While Ultron still is to a level malicious, the fact he has a personality points out that any vaguely human-like intelligence would develop one of their own to the level of even mimicking (and developing) human emotions and behavior.
  • Debate and Switch:
    • Ultron makes a "The Reason You Suck" Speech about how The Avengers are all hypocrites who pat themselves on the back as heroes, but are themselves just as much of the problem. Further, he challenge's Thor's plea to leave them alone by saying that he is "confusing peace with quiet". This makes interesting observations for both "who watches the watchmen" and "Pax Empirica"-style issues... except that most of what Ultron says can be tossed out of the window because he's a genocidal megalomaniac.
    • In the finale, The Avengers have no means to evacuate the chunk of Sokovia that Ultron has lifted off the ground and turned into a meteor, but still need to destroy it to prevent Ultron from bringing about human extinction. Captain America is prepared to stay on the flying landmass until the bitter end, not willing to sacrifice any innocent lives in order to prove that the Avengers are better than someone like Ultron. ...Then Nick Fury shows up with a Helicarrier to save the day. On the one hand, this validates Cap's decision to hold out as long as possible, but one can't help but wonder what would have happened if he hadn't shown up.
  • 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.
  • Destructive Savior: The Avengers realize, to their horror and disappointment, that they are just as dangerous an element as the threats they fight.
  • Deus Exit Machina: Thor temporarily leaves the Avengers for part of the movie to resolve an issue that only he can deal with, leaving the battle against Ultron's second form to be handled by the far weaker Captain America and the team's two Badass Normals. He returns to the fray before the climax of the film, at which point Ultron has further upgraded and is now a threat to Thor.
  • 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. Doubles as a meta example because, even though a major character death is usually par for the course in a Joss Whedon flick, the audience probably didn't see Pietro's death coming.
  • 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.
  • Dirty Coward: Baron von Strucker. What does he do when the Avengers head to his base? Release cannon fodder for diversions and try to run away in the confusion.
  • 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 thinks Ultron is one of Tony Stark's creation, based on a shared Catch Phrase, 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 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 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.
    • Wondering where Bruce and Natasha are, Tony Stark jokes that they "better not be playing 'hide the zucchini'".
  • Dramatically Missing the Point: When his fortress is under attack, Strucker oversees the strategy against the Avengers. One of his lackeys mentions the twins. Strucker refuses to use them for combat yet, they are a valuable resource and must stay concealed. He insists, "the twins...", and points Strucker to watch in their direction. They are no longer there, they left to fight the Avengers on their own initiative.
  • Dreaming of Things to Come: It is rumored that Thor's dream sequence may be related to the upcoming film Thor: Ragnarok.
  • Droit du Seigneur: When Tony jokes about ruling Asgard, he mentions reinstating "Primae Noctis" a.k.a. 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 S.H.I.E.L.D.. He gets defeated in the prologue of the film and then gets killed off between scenes later on.
  • 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, though the other Avengers take a bit longer. Ultron proves to be a Conflict Killer in that regard.
  • 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, followed by a solid right hook. Hulk loses a tooth, but it doesn't stop him.
  • Establishing Character Moment:
    • During the opening battle, Iron Man runs into a brief setback and curses; Captain America immediately gives him a rebuke for his language. In exactly two words, we have not only Iron Man and Captain America, but the entire movie: how do you respond to an ugly world?
    • Not 5 minutes after Ultron is alive (and even before he gets a body), he kills J.A.R.V.I.S. (who at that point was gently trying to calm him down).
    • The Vision gets one that deliberately contrasts with Ultron's. Right after he's created, every Avenger tries to kill him fearing that they've created another Ultron. He escapes the lab and flees through Tony's penthouse and just when you think a battle is going to ensue... he stops and spends a long moment admiring the New York skyline.
  • 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. Not to mention the fact that "chō" in Japanese means "butterfly".
  • Even Evil Has Loved Ones: Ultron genuinely cares about the Maximoff twins. Once they find out his plan and turn against him, Ultron doesn't want to fight them, pleading with Wanda, "Please, don't do this." And in the end, when Wanda shows up to kill his main body after he killed her brother, he is only concerned that if she stays, she'll die.
  • 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 armor 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 A.I., 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.
  • Expy: Sokovia is one of both Transia (the country the Maximoff twins hail from in the comics) and Slorenia (a fictional Eastern European country exterminated by Ultron in the comics).
  • 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 Thor sides with Tony and helps bring it about. In the end it is the Vision that is 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: J.A.R.V.I.S. appears to have been torn apart by Ultron but he is hiding in the net and keeping Ultron away from Nuke codes.
  • Fan Disservice: Agent Hill picking glass out of her bare feet, after the first battle with Ultron. At least it's seen from a distance.
  • 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 elder sister 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.
  • Flat "What.": Ultron doesn't take certain comparisons very well.
    Klaw: (after Ultron just quotes Tony) Stark?
    Ultron: .... What.
  • Focus Group Ending: Though it wasn't an ending, a Cameo from Loki was cut after test audiences found it too confusing.
  • Foreshadowing:
    • Early on an Iron Legion drone has its faceplate damaged by a protester 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 sister 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, the camera focuses on the twins, specifically on Wanda when he says "if they hurt you, hurt them back", then on Pietro as he sasys "if you die", to return on Cap for the "walk it off". That's because Pietro dies in the battle, making Wanda feel as her hearth ws being torn out, and she gets her revenge by doing just that to Ultron, but Pietro doesn't walk it off.
    • When purchasing a Vibranium stockpile from Klaue, Ultron remarks "Upon this rock, I will build my church." Ultron uses the Vibranium to build a large anti-gravity device, centered underneath a Sokovian church.
    • A subtle one Joss Whedon mentions at the commentary track: the way Cap's shield is broken in Tony's vision resembles how Ultron's chest looks once Wanda rips its 'heart' out.
    • In a deleted scene Pietro is giving away items he stole using super speed to people on the streets on Sokovia. Wanda warns him: "You keep stealing you're going to get shot. At speed nothing can touch you, but standing still..." but Pietro scoffs at this.
  • Forced Sleep: Two methods for the Hulk.
  • 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 A.I. assistants is a disc labelled "JOCASTA".
    • During the battle at Strucker's base, Quicksilver makes his entry by performing a swift Arrow Catch on Hawkeye, before bowling the archer over seconds later. If you look really closely as he quips his one-liner afterwards, at the bottom of the frame, you can just see him casually spinning the arrow around with his fingers as he swaggers past.
    • As the camera pans over Hulk during Tony's Scarlet Witch-induced vision, several ants can be seen next to his hand.
    • If you look closely, the dossier on Klaue mentions that he was paid 10 million dollars to assinate King T'Chaka of Wakanda at the Bilderberg Conference in case the monarch refused to open up Wakanda's resources to international trade - mainly the much coveted Vibranium. It also states that Klaue is a former member of the Intelligencia (a group of Avengers villains from the comics), and that his great-grandfather was killed by a previous Black Panther during the 19th Century.
    • It goes by incredibly fast, but if you pause at exactly the right split-second at 51:35, you might see this vision of the Infinity Gems.
  • Funbag Airbag: During the chaos of Ultron's first attack on the Avengers, Bruce accidentally falls into Natasha's cleavage while ducking behind a bar counter. She's more concerned he might hulk out, because he's right on top of her. Suggestive Collision is also involved, given the shipping that occurs between the two characters.
  • 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 an 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!")
  • Gilligan Cut: Thor is a more seasoned, and wiser, warrior by the time of the film, but is still guilty of hubris:
    Thor: (after no-selling Scarlet Witch's attempt to Mind Rape him) The girl tried to warp my mind. Take special care; I doubt a human could keep her at bay. Fortunately, I am mighty... (Thor walks into what is clearly a Scarlet Witch-created illusion)
  • Girl Friday: Not an actual human, but Tony's new A.I. 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.
  • A God Am I: Ultron is megalomaniacal, befitting his creator. He compares himself to God and his plans to the Biblical flood, and uses an old cathedral as a base of operations at one point.
  • Godzilla Threshold:
    • Bruce Banner usually stands by during operations, as Hulk is 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 sides with Tony in a risky play to turn Vision to their side.
  • Go Mad from the Revelation: Ultron receives all the information about human society, and goes mad as a result.
  • 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.
  • Good Feels Good: After their Heel-Face Turn, the twins discover that helping save people feels pretty nice.
  • 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.
  • Gotta Kill Em All: During the final battle, it is made a point of several times that they cannot allow even a single Ultron drone to escape, as all it would take is one to carry Ultron's consciousness and rebuild from scratch.
  • 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.
  • Green Rocks: What the Mind Stone amounts to in this movie. Previously, Loki was mostly using it to mind-control and influence people, but here it is used by HYDRA to power their weapons and enhance human beings (although only the Twins survived the process). Later, Tony Stark and Bruce Banner studying it allow them to make an Artificial Intelligence more advanced than anything on Earth. And then, it is integrated into the creation of the Vision, giving him superpowers like flight and laser beam.
  • Grievous Harm with a Body: Almost everyone gets into the act on this one. Hulk, Thor, Stark, and Ultron are the most notable for hitting people with other people (and robots with other robots).
  • 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.
    • Hulk and Natasha are literal and direct. Natasha has the guns and the Hulk has the SMASH!
  • 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.
  • Heel-Face Turn:
    • Wanda and Pietro ditch Ultron when they realize he is planning large-scale death and destruction.
    • In spite of spending the past half-century unwillingly festering (and ultimately unleashing) a reconstituted HYDRA, S.H.I.E.L.D. or what's left of it makes a comeback in Sokovia in the form of the old helicarrier.
  • 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.
  • Heroic BSOD: Thor, Black Widow and Captain America have this when they fall victim to Scarlet Witch's Mind Rape, to the point that they're rendered nearly catatonic. Hulk also has one in the form of My God, What Have I Done? when he sees the aftermath of his rampage when he was also affected by Scarlet Witch's powers, leading him to ditch the Avengers at the end and disappear without a trace.
  • Hero of Another Story:
    • War Machine has a few impressive stories regarding his missions for the US military. The problem is, they're not so impressive to the Avengers, much to his chagrin.
    • Falcon pops up briefly in order to tell Cap he's still searching for the Winter Soldier.
  • 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.
    • This is part of Ultron's plans for the Avengers: making the world fear them, hate them and see them all as monsters, so that humanity will turn to Ultron as their savior instead.
  • 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 Mjölnir flying by, he doubles back to make use of it. Cue the hammer dragging him into a pile of crates.
    • During the battle in Korea, Hawkeye opens fire on Ultron in the Quinjet. In the climax Ultron hijacks the Quinjet and attempts to kill Hawkeye. Quicksilver averts this with a Heroic Sacrifice.
    • Ultron's speech to the twins is centered around this — that people ultimately create that which supplants them. In the end, Ultron himself is undone by his own "child".
  • 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.
    Steve: 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 agrees, but thinks that humans don't have to be perfect to be beautiful.
  • I Call It "Vera": The pod used to deploy the Hulkbuster armor 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 savior by the survivors. He wants 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. Played with when she attempts to intimidate Klaue and find his worst fears, only for him to simply tell her that his biggest fear is... cuttlefish. He saw a documentary about them and was freaked out.
  • 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.
  • Internet Incorporated: To track down Ultron, Tony Stark visits the Internet in Oslo, Norway, which is apparently a huge futuristic-looking server room where all data packages in the world are said to go through. While there, he finds the remains of J.A.R.V.I.S.
  • 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.
  • Just Between You and Me: Subverted in the ship fight scene:
    Tony: What's the vibranium for?
    Ultron: I'm glad you asked that, because I wanted to take this time to explain my evil plan. (shoots him)
  • 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 Off for Real: Quicksilver dies in the final battle. Many fans expect him be Back from the Dead, like Phil Coulson from the previous film, who is alive and well in Agents of S.H.I.E.L.D.. However, Word of God from Kevin Feige is that "[he] is DEAD. 100%, he's not coming back any time soon, there are no plans. No life-model decoy, no escaping bullets, no retcon".
  • Killed Offscreen:
    • Strucker is murdered by Ultron and then the viewers and the Avengers see the body.
    • Ultron's final drone's destruction is seen from a distance.
  • 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.
    • Brian Tyler's score also incorporates his themes from Iron Man 3 and Thor: The Dark World during scenes with those respective characters.
  • 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: Thor uses his lightning abilities to charge the chamber bringing the Vision to life with no actual circuitry or wiring to direct the lightning to an actual power source. The scene, in fact, is an unmistakable Shout-Out to Universal's classic Frankenstein film.
  • Literalist Snarking: Vision, who has just started his existence, lifts Mjölnir (a weapon that Only the Chosen May Wield) and gives it to Thor, asking if there is something he could do to earn their trust. He is not sarcastic; he completely means it, and is unaware of the significance of the feat he has just achieved.
  • Loads and Loads of Characters: The film has over a dozen major characters from all over the Marvel Cinematic Universe, including:
  • Lock and Load Montage: The very first scene of the film. The bad guys (who have not been identified yet) get ready for the Avengers' Action Prologue.
  • 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.
  • Made of Indestructium: Ultron's final body is made of Vibranium, the toughest material known to man and the same element used to build Captain America's shield. Luckily for the heroes, so is 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 that 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 "cradle" is used by Ultron to create a new body that's a mixture of tissue and vibranium.
  • Meaningful Echo: After the team's first encounter with Ultron, Tony and Steve have this exchange:
    Tony: How were you guys planning on beating [the next alien invasion]?
    Steve: Together.
    Tony: We'll lose.
    Steve: Then we'll do that together too.
    • At the end of the film, during the final showdown, Ultron and Tony have this exchange:
    Ultron: How can you possibly hope to stop me?
    Tony: Well, like the old man said: together.
  • 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 can hold his consciousness.
  • 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.
  • Meta Origin: The film ties the origins of Ultron, Vision, Scarlet Witch, and Quicksilver together via the Mind Stone.
  • 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: Scarlet Witch initially cannot read Ultron's mind, due to him being a robotic A.I. rather than a normal human brain. As he is in the process of uploading himself into the semi-organic Vision body, she's able to take a peek into his thoughts, and see what his true intentions are. This ultimately prompts 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.
  • 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.
  • 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 K.O. punch from the side of the view, and then smash cutting to black.
    • In the climax, during the aftermath of Quicksilver's Heroic Sacrifice, the scene cuts to Hulk rescuing Nat then jumping onto the Quinjet that Ultron Prime is piloting. Ultron then lets out an annoyed "Oh, for God's sake!" offscreen before being thrown off the jet.
  • Mook Horror Show: The movie opens with soldiers rushing about because they're under attack... by the Avengers.
    Henchman: Sir, it's the Avengers!
    Strucker: Can we stop them?!
    Henchman: Sir... it's the Avengers...
  • 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.
    • Averted by the Vision, who's his classic red and green with a gold gem in his head.
  • Multinational Team: The new Avengers line-up in the ending. Steve is Irish-American, James Rhodes and Sam Wilson are African-American, Natasha is Russian, Wanda is Sokovian (fictional Eastern-European country), and the Vision is a British-accented 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".
    • At his safe house, Hawkeye uses his superhuman marksmanship to hit a dartboard's bull's-eye with multiple darts simultaneously.
  • My Dad Can Beat Up Your Dad: On an intelligence/academic level. Thor and Tony make pointed remarks about their respective girlfriends' accomplishments - Pepper is a massively successful CEO, while Jane is up for a Nobel prize. Maria Hill lampshades the fact that they're obviously trying to one up each other, and Thor finally just drops subtlety altogether.
    Thor: Jane's better.
  • Mythology Gag: Make a sandwich and get cozy, this could take a while.
    • 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.
    • Scarlet Witch and Quicksilver don't wear costumes ( Until Wanda gets one at the end), but the street clothes they wear in the third act have color schemes referencing their suits from the comics.
    • The Mind Stone is yellow unlike its counterpart, which is blue, because the Space Stone (the Tesseract) is blue in the MCU. Despite this, the protective housing for it on Loki's scepter is blue, causing it to resemble the Mind Gem from the comics.
    • Hawkeye's new clothing has elements of both his classic comic outfit and the costume of his Ronin identity.
    • Iron Man's new suits begin to use design elements from Tony's 2010 "Bleeding Edge" comic book armor. The Mark 43 adds the Bleeding Edge's color scheme to the Iron Man 3 suit, while the Mark 45 uses the Bleeding Edge's color scheme and more organic, curved design.
    • 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 Mjölnir, unlike the other non-Asgardians in the room; in the comics, Steve is fully worthy of Mjölnir.
    • Natasha refuses to find out if she is worthy of Mjölnir. 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.
    • 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 trademark. Ultron chops off his left hand, however..
    • 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 A.I. 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 '60s' Avengers comics, and it was later used by the Danielle Cage version of Captain America in Ultron Forever.
    • 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.
    • Likewise, Hulk angrily leaves the team at the end of this movie, which is the second Avengers film. This is a nod to The Avengers #2, where Hulk similarly quit the team and left for parts unknown.
    • The whole thing of Hulk leaving at the end in a quiet scene may also reference the fact how every episode of The Incredible Hulk ends with David Banner leaving for parts unknown. The only thing left was for "The Lonely Man" to play at that point.
    • At one point, Vision casually hands Mjölnir 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 invades 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.
    • Similarly Bruce has done the math and notes he can't have children. In the comics many of his love interests are superhuman, particularly those who have bore him children.
    • 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 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.
    • Fury's line "You kiss your mother with that mouth?" is uttered by Ultimate Captain America to a cussing soldier during a different climactic battle.
    • Just before the finale battle, Natasha calls Tony "shellhead", a common nickname of Iron Man in the comics.
    • If you look closely at Klaue's dossier, it mentions that his great-grandfather was killed by a past Black Panther during a failed invasion of Wakanda. This occurred in a Flashback during the "Who Is the Black Panther?" storyline from the comics.
    • A darker one, but in a deleted scene, Tony insults the Maximoff twins by referencing Flowers in the Attic. In the Ultimate Marvel universe, Wanda and Pietro were indeed in an incestuous relationship. Seriously.
    • On the merchandise side, the movie-appearance Ultron figure is NOT part of the Marvel Legends wave for Age of Ultron, but the following wave that ties in with Ant-Man, referencing Ultron's true origins. What the Age of Ultron wave does come with is Thanos, foreshadowing The Stinger.
  • Near Villain Victory: Ultron succeeds in levitating Sokovia to planet-killing height then manages to trigger its return trip, and is only stopped thanks to Tony and Thor destroying it at the last possible second.
  • 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 there get in on teasing him about how dorky it is, thanks to the other Avengers cheerfully spreading the story around.
    • Several characters make it a point to remind the egomaniacal Tony Stark that Ultron, the film's Big Bad, was his creation, and was born as a result of Stark's tinkering with the volatile concept of artificial intelligence.
      Nick Fury: (as Tony is inspecting a broken tractor) Do me a favor. Try not to bring it to life.
  • Never Trust a Trailer:
    • Very much like in the first Avengers and Spider-Man 3, trailers gave this movie a Darker and Edgier vibe enhanced by the creepy Pinocchio songs. However, while it is entirely true that the movie is comparatively darker and significantly more emotional than the first one, it's still doesn't have the shadowy, nightmarish atmosphere the trailers suggested it would.
    • 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.
    • In the preview version of the "lifting-Thor's-hammer" party game, Tony's joke about ruling Asgard involves working out a "wench clause". In the movie, he says he'll reinstate prima nocta instead; which is the same basic joke about using his authority to get women but simultaneously more obscure and more explicit.
  • Nice Job Breaking It, Hero: Tony creates Ultron to protect the world. Ultron decides the best way to do that is to kill The Avengers and most of humanity.
  • 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 Endor Holocaust:
    • Averted with the Hulk's rampage in Johannesburg. A large portion of the city is trashed, including an entire skyscraper. Tony deploys emergency aid to help out.
    • Played straight in the climax. Ultron's Colony Drop, which was treated as an extinction-level threat, is rendered harmless when Tony and Thor detonate the entire rock.
  • No, Except Yes:
    • Used by Tony early in the film.
      Maria Hill: All set up, boss.
      Tony Stark: Actually, (points to Cap) he's the boss. I just pay for everything, design everything, make everyone look cool.
    • 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.
    • Looking at the Cradle:
      Bruce Banner: You want me to help you put Jarvis in this thing?
      Tony Stark: No! I want to help you put Jarvis in this thing!
  • Noodle Incident: Klaue managed to steal a significant amount of vibranium from Wakanda, yet they still managed to catch and brand him for the deed. He doesn't go into detail on just how he managed to keep his bounty, other than briefly rubbing the brand they gave him.
  • No-Paper Future: Averted.
    • At one point in the Hard Work Montage of trying to extract the A.I. 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 J.A.R.V.I.S. 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 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.
    • Thor being Asgardian, is able to shrug off the telepathy and warns the others who are not as mighty as he is. Then finds himself trapped in the vision moments after bragging about this.
  • Not Helping Your Case: Thor said that Tony may be able to lift his hammer, if he's worthy. Tony then said that he would reinstitute "Prima Nocte" if he lifted the hammer. Result: Not worthy.
  • Not His Sled: The usual outcome in comic book fights against Ultron is that he is destroyed, but a copy of AI lives on and eventually reconstructs itself. Here, The Avengers destroy Ultron's main body, and the Vision destroys the back up body that tried to sneak away.
  • 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 Above It All
    • When they fought Wanda, Thor warned the others that humans may not be able to resist her power like him. And then, he was lost in his own dream: even an Asgardian can be affected by her power.
    • For all of Ultron's grandiose speeches about being a more evolved life form, he is surprisingly easily annoyed and flustered, much like an insecure child. Of course, technically speaking, he is a child.
      Ultron: Oh, for God's sake!
  • Not So Different:
  • 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 uses his chompers while his hands are 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.
  • Offhand Backhand: Captain America does this on the broken bridge as he is staring at the ground receding below him and one of Ultron's drones comes up behind him.
  • 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 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 the hammer occur to Thor in that instant. His relief when Cap finally gives up is palpable.
    • 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 is strange. 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.' A.I. 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.
  • Orphaned Punchline: Same joke, two different reactions, both in the same scene. During the party scene, War Machine tells the Avengers a story of a mission ending in him dropping a tank in front of a warlord and saying, "Boom! You looking for this?" The Avengers stare blankly at him, and he gets the hint to try telling the story to someone else. A short time later, we see him repeating the same punchline to a group of party guests, and they laugh hysterically.
  • 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.
  • Patrick Stewart Speech: Vision delivers a brief one to Ultron before destroying his last avatar. Both agree that humanity will not last forever, but Vision insists that "there is grace in their failings", and that they are worth preserving.
  • 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!"
    • The ensuing Running Gag culminates with Cap doing a PFS of his own:
      Captain America: [upon seeing the Helicarrier rise from the clouds] Fury, you son of a bitch.
      Nick Fury: Ooh! You kiss your mother with that mouth of yours?
  • Pre-Mortem One-Liner:
  • Product Placement:
    • Black Widow rides an electric LiveWire motorcycle as part of a deal with Harley-Davidson.
    • Hawkeye and Black Widow book it around Sokovia in an Audi, with the logo featured prominently.
    • Tony also shows off his R8 in the ending scene.
    • Selvig also drives an Audi. Thor even lampshades this when he goes to see him.
    • A Samsung building gets a particularly long look in the extended trailer.
    • Bruce Banner listens to calming music on Beats headphones.
    • A Samsung tablet is used 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 Under Armour running gear and a pair of Adidas sneakers in time for the final battle.
    • Billboards for Korean Air pop up several times during the scenes that take place in Seoul.
  • Psychopathic Man Child: 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 into a ring clamp around Hulk's fist, giving Tony a hold on Hulk in attempt to fly him off out of harm-causing way.
  • 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.

  • Quizzical Tilt: Ultron does this as he listens to Pietro's story, and Wanda reacts in this manner to Klaue's initial "cuttlefish" comment during their conversation.
  • 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 (empathetic, understated, strategic and reliant on physical finesse). They even have matching colors 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 color motifs are reversed.
  • Redemption Equals Death: Pietro/Quicksilver
  • Reed Richards Is Useless: Ultron scoffs that the best application humanity could come up with for vibranium was to make 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.
  • The Remnant: It's implied that Nick Fury and Director Coulson managed to keep enough loyalist S.H.I.E.L.D. staff and personnel on hand to run the old helicarrier. Not to mention enough to man the new Avengers HQ.
  • 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.
  • Retirony: Subverted. There is a lot of build-up to Hawkeye falling victim to this, with his angst over being relatively useless, the heartfelt sequences involving his previously unmentioned family... and of course, his lines about retiring. But this being written by Joss Whedon, Hawkeye doesn't die — Quicksilver takes the bullets for him at the last second.
  • 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.
  • Revisiting the Roots: James Rhodes is no longer "Iron Patriot", the identity took in Iron Man 3. He got back to the old "War Machine" name, and his armor is back to the original color.
  • 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 body.
  • Robo Family: Tony Stark has built a number of A.I.s that join the "family business" so to speak. DUMM-E, J.A.R.V.I.S. FRIDAY, and partially (as in, partial credit for creation), the Vision either help him in Stark Industries and/or in Avenging. In fact, this movie plays out like a teenager rebelling against his father and Tony even jokes that Ultron is "breaking your old man's heart".
  • 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.
    • Three scenes of people other than Thor trying to wield Mjölnir: The other Avengers at the after-party (fail), Quicksilver grabbing it while it's flying through the air (fail), and finally the Vision casually handing it to Thor (success).
  • Runaway Train: A derailed subway train barrels through the streets of Seoul, allowing Wanda and Pietro a chance to showcase their change of allegiance. 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 its 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) every time they meet.
  • Ruritania: The fictional Sokovia, a backwards Eastern European nation resembling the former Yugoslavian republics (also its name sounds like an anagram of Kosovo with an -ia suffix). It's also rife with discontent and anti-American (and by extension, anti-Avengers) sentiment.
  • Sacrificial Lion: Pietro Maximoff/Quicksilver is the only casualty amongst the heroes.
    • J.A.R.V.I.S. may count as well since he "dies" in order for the Vision to be born.
  • Seen It All: The small story of War Machine is a whole success when Rhodes tells it to anyone; except when he tells it to Thor and Iron Man, who have seen much interesting stuff on a frequent basis.
  • 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. It's also partly to try to inspire Wanda to action, the implication being that she has superpowers and is hiding, while an ordinary man with a bow and arrow is standing up and fighting.
  • 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, and does a bit of Arc Welding with Guardians of the Galaxy. This is also possibly tied in with Tony's vision as well.
    • As mentioned above, Tony Stark is Easily Forgiven for his role in creating Ultron. This will be addressed in Civil War: it's the Freudian Excuse.
  • Serial Escalation: The movie has a bigger budget, bigger set pieces, 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). Every subsequent form of the character has facial expressions added to it in order to convey emotion.
    • Black Widow utilizes a bit of this due to Scarlett Johansson's pregnancy.
    • The Trope Namer Andy Serkis is also in the film, but his character does not utilize this trope. He did, however, serve as a consultant for the mo-cap of Ultron and the Hulk.
    • Odd variation with the Falcon. That's really Anthony Mackie in the final scene, but the suit was entirely CGI. Mackie was wearing his old costume and wing pack from The Winter Soldier when the scene was shot, and the production team replaced them with his new costume and wing pack from Civil War in post-production.
  • 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 ship 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, and he looks at him with what seems to be admiration.
  • Shirtless Scene:
    • Yet another one for Thor, when he disrobes to use the pool to consult water spirits about his vision.
    • Bruce gets a shirtless scene at Clint's farm when he talks to Natasha about their future.
  • Shooting Superman: As usual for comic book films, the mooks (HYDRA soldiers and police officers who are deployed against The Hulk) try to shoot characters like The Hulk and Iron Man, despite the fact it almost never works unless one has extremely heavy artillery.
  • Shout-Out:
    • Ultron sinisterly sings "I've Got No Strings" in one scene. At the end of the scene, a snippet of the song from the original 1940 Walt Disney animated classic with Pinocchio voice Dickie Jones can be heard.
    • 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.
    • Natasha's placement of Steve's shield in the motorcycle chase evokes the old Captain America TV Movie with his transparent shield 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, Body Horror, and the sped-up frame rate in that scene will remind some viewers of a certain psychological thriller.
    • An assassin in training is forced to shoot a restrained person with a bag over their head.
    • An artificial life form is struck by lightning to bring him to life.
    • Tony Stark says to Steve Rogers, "Isn't that Why We Fight?" in reference to the famous propaganda film series of Steve's era.
    • The Scarlet Witch's Mind Rape attack of The Avengers includes her walking around on Overcrank for a split second and looking like a Stringy-Haired Ghost Girl... Ring any bells?
    • When Natasha asks him about the new Avengers lineup, Steve says "they're not the '27 Yankees." The 1927 Yankees team is considered one of the best in Major League Baseball history, and included both Babe Ruth and Lou Gehrig. Steve would have been about nine years old at the time.
    • The way the Avengers defeated Ultron, first by cutting him off the internet and then blast his main body with energy was very similar to how Buffy and friends beat Moloch in an early episode of Buffy the Vampire Slayer. There's also a very stark parallel to how they defeat Adam: both Buffy and Scarlet Witch telekinetically tear out their opponent's power source/heart.
    • At one point, Steve stands in the doorway of a farmhouse, surrounded by shadow, before thinking better of going inside and walking away instead. It's almost a pitch-perfect recreation of the final scene of The Searchers.
    • Not for the first time in a Joss Whedon movie, the villain comforts someone while killing them in their introductory scene.
    • A rather obscure Freeze-Frame Bonus, but if you look closely at the scene in Thor's first hallucination, you can see three men dressed as a wolf, a ram, and a hart.
    • A deleted scene has Tony calling the Maximoff twins "Flowers in the Attic."
  • 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 omnipresence 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. Unfortunately, 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.
  • So Last Season: Wanda attempts to Mind Rape Hawkeye, but the latter won't have any of it.
  • 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.
    • After all of Ultron's bodies are seemingly destroyed, one last one — the one that Captain America had damaged and thrown off the side — manages to climb out of the crater, intent on crawling away. Subverted, then, when Vision intercepts and destroys it after a brief heart-to-heart with Ultron.
  • Some Kind Of Forcefield: Strucker's base has a shield around it that glows blue when hit. It is even called "some kind of energy shield" by J.A.R.V.I.S.
  • 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.
  • Status Quo Is God: The dissolution of S.H.I.E.L.D. in The Winter Soldier was a huge moment in the MCU's timeline and left the heroes on their own without Nick Fury and his resources to aid them (and Maria even goes to work for Tony and by extension the team). Same goes for the return of HYDRA, now established as major threats in the present day. This is all almost completely undone by the end of this film. S.H.I.E.L.D.'s back in a major form, free of HYDRA's influence, Fury's back to being a benefactor of sorts for the Avengers, the helicarrier is back in action — Maria even reverts to her haircut from the first film to complete the déjàa vu of S.H.I.E.L.D.'s return in the final battle. Plus, HYDRA is considered far less a threat, even if two more heads will grow back from the one cut off by Strucker's defeat.
  • 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.
  • Stunned Silence: The entire group of the Avengers have a combined version of this for several seconds when Vision casually hands Thor Mjölnir, since so far as all of them knew, aside from Odin, who had made the worthiness enchantment, Thor was the only person in all of creation who was capable of lifting it at all.
  • Suggestive Collision: Banner fell over Natasha during the first fight with Ultron. It was one of the few cases of this trope when the lady does not freak out, and treat the accident as an accident.
  • 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' focus on saving civilians during the climactic battle has been interpreted as a deliberate contrast to Superman's perceived lack of concern for mass casualties in Man of Steel. While they had been using much the same tactics in the first movie, a brief shot where Iron Man scans a building to ensure that it's empty before throwing Hulk into it stands out, as it had been suggested by a number of fans that such a scene would have helped Man of Steel's climactic battle.
  • 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. Hawkeye's role is expanded to being the The Heart of the team, being the most emotionally stable and grounded member of the group who is still sorely needed despite the power gap between he and the other heroes.
    • 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.
    Tony: I'm sorry.
  • 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.
      Steve: 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.
  • There Are No Coincidences: Thor mentions that this incident with the Mind Stone 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.
  • These Are Things Man Was Not Meant to Know: Stark created Ultron in secret because he thought the others would have reminded him of this.
  • This Cannot Be!: Bruce and Tony are deeply disturbed by Ultron's existence because all their trials had failed to produce a stable A.I.
    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 because he has to make a stylish entrance.
  • Thou Shalt Not Kill: Averted: consistent with other Marvel Cinematic Universe films, the Avengers are not averse to using deadly force against human/non-powered targets, as demonstrated in their opening battle with HYDRA. Banner invokes the trope after the battle when he expresses concern over whether the Hulk killed anyone during the fight (he did, but his teammates choose not to tell him so).
  • Tone Shift: Depending on which previous movie one is comparing it to:
    • It is Wackier, but darker than the original Avengers. More jokes and humor juxtaposed with a death of a main character causing mood whiplash.
    • It is Lighter and Softer than The Winter Soldier, playing the nefarious HYDRA as ineffectual Nazi-esque mooks (not so different from the ones in The First Avenger) rather than the grim sleeper agents they were in the previous film. This is justified by the fact that this is a different branch of HYDRA entirely; Von Strucker, in fact, specifically hung the sleeper agents high-and-dry after they failed.
  • Tonight Someone Dies: Lampshaded by Tony and Steve.
    Tony: No way we all get through this.
    Steve: I got no plans tomorrow night.
  • Took a Level in Badass:
    • J.A.R.V.I.S., in a way. He goes from a bodiless A.I. to a full-on Avenger when he is reborn as Vision.
    • The Mk. 42 Iron Man armor to its upgrade, the Mk. 43. It displays none of the flaws that all but crippled it throughout Iron Man 3 and is a force throughout the film.
  • 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 organized 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. The fight later moves to a train but inside it instead.
  • 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 threatens 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 Mjölnir, a weapon that can't even be picked up, much less handled, by anyone but 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 of 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.
  • Undercrank: When Wanda appears after Tony Stark finds the secret entrance to HYDRA's lab, there's a moment of this as she sneaks out of the shadows. The effect is almost straight from a horror movie.
  • Under the Truck: In Seoul, Natasha slides with her bike under the truck where Captain America and Ultron are fighting, before tossing Cap his shield that she picked up earlier.
  • Unexpected Character: Ulysses Klaue was a surprise addition to the cast, considering that Black Panther hasn't even been introduced to the MCU 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. He has to come back and fire a machine gun into the ceiling before they'll move.
  • 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 insists on doubling back to strafe the Avengers with its gatling gun. This petty act of revenge not only allows Hulk to catch him, but pisses 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 (with several theaters going dead silent).
    • The Stinger displays the Infinity Gauntlet (minus the Gems) and Thanos wielding it.
    • Thor's vision of the four Infinity Gems thus far revealed combining on the Gauntlet.
  • "What Do They Fear?" Episode: Brough to the team by Scarlet Witch illusions. Tony sees his friends die, Natasha is forced to relieve her traumatic training, Thor witnesses Hell coming to Asgard and Steve is faced with no war to fight, leaving him without purpose. We never see what she shows to Bruce, but he has enough demons of his own.
  • 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 (though she is obliquely referred to with Tony naming the Hulkbuster armor "Veronica").
  • What Measure Is a Non-Human?: At the end of the movie, Steve, Tony, and Thor are seen arguing whether or not the Vision is worthy to lift Mjölnir, as opposed to it yielding because he is a robot, and thus not anything that can 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 by J.A.R.V.I.S.
  • 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. Justified, as the Avengers haven't encountered the twins before this, and are caught off-guard.
    • 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 Cardboard" Speech: Wanda is nearly overwhelmed in the final fight and has a panic attack after Hawkeye rescues her. He delivers the speech to her regarding how the odds are against them and how insane the situation is ("This city is flying. We're fighting an army of robots... and I have a bow and arrow.") but he will keep on fighting and doesn't have time to babysit her, so either she keeps her head down or join the fight as an Avenger. It works.
  • 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...
  • 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.
  • Ye Olde Butcherede Englishe: Clint indulges in this during the after-party, describing the "worthiness requirement" on Mjölnir:
    Barton: Whosoevereth be he worthy shall haveth the powerrrrrrrr!note 
  • 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 Ultron drones 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.


Avengers: Age of Ultron — This Scepter'd Isle:

I had strings, but now I'm free...there are no strings on me...

Alternative Title(s):

The Avengers Age Of Ultron