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Film / Avengers: Age of Ultron

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"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 it through. You want to protect the world, but you don't want it to change. How is humanity saved 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 and the fifth installment of Phase 2, written and directed by Joss Whedon.

Following the collapse of S.H.I.E.L.D. and re-emergence of HYDRA in Captain America: The Winter Soldier, Tony Stark (Robert Downey Jr.) reassembles The Avengers to take charge of world security. Realizing the Avengers can't respond to every threat, Tony 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 (James Spader) 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. If you want the actual comic book storyline the film is based on, see Ultron Unlimited.

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

Avengers: Age of Ultron provides examples of:

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    Tropes A to C 
  • Aborted Arc:
    • Thor's Achilles in His Tent storyline does get a resolution when he comes back claiming to have had "a vision" but what was meant to be a longer storyline ended up mainly a Missing Trailer Scene.
    • The Maximoff twins have a major subplot involving them seeking revenge on Tony Stark for killing their parents. There's no real resolution to this, as they only side with the Avengers because they realize Ultron is an even greater evil, not out of any real epiphany about Tony not being such a bad guy.
    • Thor's vision of Asgard was supposed to setup Thor: Ragnarok. Depictions of the Asgardians descending into decadence, demonic musicians, and Heimdall being blinded were all meant to foreshadow the events of the upcoming film. Once Taika Waititi was brought onboard as the film's director, Ragnarok underwent a complete Tone Shift and much of the imagery seen in Thor's vision went unused.
  • 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 Stones, 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 Prologue: The film opens with the team battling HYDRA and Baron von Strucker in Sokovia, before moving onto the main plot after the opening credits.
  • Actor Allusion:
    • Presumably Stan Lee is credited As Himself because not only does he say "Excelsior" but he mentions World War II, in which he fought. (Though Lee didn't partake in the D-Day landings, being part of the Signal Corps and Training Film divisions.)
    • The Badass Longcoat Hawkeye wears during the Final Battle resembles the one Jeremy Renner wore during Hansel & Gretel: Witch Hunters. His character in that film is also an archer.
    • Hawkeye can't stop making improvements to his house. In addition to acting, Jeremy Renner makes a good living buying and fixing up houses (often by himself) before flipping them.
    • When Wanda and Pietro first meet up with Ultron in the church, he "greets" them with "Did you know..." and begins telling them a curious anecdote about the anthropological history of the building and its builders — exactly the way Raymond Reddington does constantly. His philosophical back-and-forths with Stark also scream Reddington. Ultron consistently seems to be the Ray Reddington Bot.
    • The idea of Black Widow getting together with the Hulk becomes not that far off when you consider Scarlett Johansson already had been part of a Love Triangle with a Hulk before.
    • This is not the first time that Aaron Taylor-Johnson and Elizabeth Olsen have worked together on a film, but the last time they did, they played husband and wife. This becomes hilarious when you consider the Incest Subtext that Wanda and Pietro are known for in the comics (and in Ultimate Marvel, there's no 'sub' about it!) Maybe actors who last played a married couple are the best choice for these siblings.
  • 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!!.
  • 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 Avengers' 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 the Mind 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 could not 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.
  • 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). Said A.I. in the comics even turned out to be a corrupted save file for Ultron.
    • Ultron attempting to upload his mind into an artificially created organic body, (Annihilation Conquest).
    • The name of the Crisis Crossover Age of Ultron.
  • Adaptation Name Change:
    • Quicksilver and Scarlet Witch are referred to as the "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.
  • Adapted Out:
    • Tony Stark creates Ultron instead of Hank Pym, Ultron's creator in the comics.
    • Quicksilver and Scarlet Witch's father Magneto and the term "mutant" do not appear, due to 20th Century Fox owning the X-Men film rights at the time — 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 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: The subtitle Age of Ultron (previously used in a Crisis Crossover).
  • 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 left 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.
  • Angst Nuke: As Wanda collapses to her knees in grief upon feeling her brother's death, her hands let out an explosion of telekinetic energy that vaporize the Ultron Sentries swarming her position.
  • 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... a 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 Sokovia's capital before the final battle. Pietro runs into a police station and tells everyone to leave the city for their own safety. He leaves, and the citizens just get back to whatever they were doing, including playing solitaire. Moments later, he returns with an assault rifle and starts shooting the ceiling to be sure everyone's paying attention and gets moving.
  • Apocalypse How: Ultron intends to inflict a Class 4 extinction event on the Earth by turning Sokovia into a Chicxulub-like impactor for a Colony Drop. He at first indicates he wants to push humanity to evolve and improve (in which case, it would likely be a Class 2 for the human race alone), but his reasoning is Insane Troll Logic at best with his fractured mindset. Friday states when Ultron is enacting his plan that the blast will likely wipe out all human life around the world, and after losing Vision, Ultron implies he'll probably try to inflict a Class 5 so that he's the only thing left alive.
  • Apologetic Attacker:
    • Ultron apologizes after accidentally severing Ulysses Klaue's arm.
    • There's Tony throughout his entire fight with the Hulk.
  • Applied Phlebotinum: Loki's scepter, an Ancient Artifact with magical Super-Empowering properties. It is directly tied to all the new lead characters: it gave Pietro and Wanda their 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).
  • Arbitrary Skepticism: Despite their previous experiences, including their prior encounter with an Asgardian and the magical artifacts in his possession, some of the Avengers insist there must be a scientific explanation for why they can't lift Mjölnir. Special mention goes to Hawkeye, who was actually present when Thor was unworthy of his own hammer after being banished to Earth.
  • Arc Words: Several.
    • "Peace in our time": what Tony designed Ultron for and what Ultron himself believes he's working towards... until he changes it to "Peace in my time".
    • "Monsters", which Tony compares himself and Bruce to, highlighting the parallels between their creation of Ultron and Frankenstein.
    • "Children", often in conjunction with "Change", "Evolve", or "End", as newer generations replacing (or destroying) old ones is a recurring theme.
    • "Worthy"
    • "Together"
    • "Home"
  • An Arm and a Leg: Klaue tells Ultron that he reminds him of Tony, and Ultron accidentally cuts his left arm off in a fit of rage.
  • Armor-Piercing Question: Wanda to Steve about Tony:
    Wanda: Ultron can't tell the difference between saving the world and destroying it. Where do you think he gets that?
  • Arrow Catch: At superspeed, Pietro can casually catch Clint's arrows mid-flight. During the fight on Klaue's ship, he tries to catch Mjölnir as it flies past him, but since he's not worthy, it instead drags him.
  • 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. Another one is "TADASHI".
  • Artistic License – Biology: When picking apart the Maximoffs' attempt to intimidate him, Klaue mentions that his greatest fear is the cuttlefish, describing it as a deep-sea fish that uses "disco lights" to hypnotize its prey before eating it. Either Klaue was misremembering or the documentary he watched was inaccurate. Cuttlefish are not fish, tend to live in the shallows, and use their "flashing lights" either for camouflage or communicating with each other. The description Klaue gives fits the anglerfish better than the cuttlefish.
  • 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, one kilometer across, and he's dropping it from no more than 18,000 feet (they're still in breathable air when the last evacuees board the lifeboats). 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, when Wanda briefly reads Ultron's thoughts and sees his agenda, she sees the impactor arriving from outside Earth's atmosphere. 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. Another problem with Ultron's artificial impact is that much of the damage from an asteroid impact is not from the actual impact per se, but rather that the speed of the asteroid, when arriving from space, is so great that the air in front of it cannot get out of the way in time, becomes tremendously compressed (and thus heats up — it's why bicycle pumps become so hot), and generates a massive blast of immense heat which is where a great deal of the "explosion" comes from. Even with the engines accelerating it, the city is moving much too slowly (probably several orders of magnitude too slowly) to accomplish this.
  • Ascended Extra:
    • Hawkeye, the Avenger that got the least amount of screentime in the previous movie (and of said screentime, spent most of it brainwashed), 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 be able to "lift" the 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: They're 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.
  • Attacking Through Yourself: During the tense infighting prior to the birth of Vision, Banner gets Wanda in a chokehold. She shoots a hex bolt through her own body to immobilize Banner.
  • Attack Its Weak Point: Strucker orders the HYDRA tanks concentrate their fire on the Badass Normal Avengers (Hawkeye and Natasha), 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 around the drill during the climactic battle with Ultron's army.
  • Badass Boast:
    • At the party with Thor's Asgardian mead.
      Thor: It is not meant for mortal men.
      Normandy Vet: Neither was Omaha Beach, blondie.
    • On Ulysse Klaue's boat:
      Steve Rogers: You two can still walk away from this.
      Wanda Maximoff: Oh, we will.
  • 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 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 arrow... none of this makes sense.
    • While talking to his wife about the Avengers:
      Laura: I see those guys, those...gods.
      Hawkeye: You don't think they need me?
      Laura: I think they do — which is a lot scarier.
    • Bruce Banner when he threatens Scarlet Witch could be considered this.
      Banner: I could choke the life out of you and never change 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.
  • Ballet Episode: Among the haunting visions, Black Widow's depicts a ballet class in progress at one point, apparently part of the Black Widow training program.
  • 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. One of their popular ones is one where Thor will punch Cap's shield with Mjölnir to cause a shockwave.
  • 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 Wanda stops him.
  • 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.
  • Beware the Nice Ones: When Steve and the Maximoffs reach Avengers Tower, Bruce is not happy to see Wanda and doesn't hesitate to let her know it.
    Steve: You don't know what you're doing!
    Bruce: And you do? [gestures to Wanda] She's not in your head?
    Wanda: [nervously] I know you're angry...
    Bruce: Oh, we're way past that. I could choke the life out of you and never change a shade.
  • 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 Wanda's mental abilities, and doesn't happen for real until Thanos does it in Avengers: Endgame.
  • 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.
  • Bilingual Bonus: If you consider Elizabethan English to be a foreign language. Maria Hill describes Wanda Maximoff as "weird." That term dates from around the 15th Century describing things related to or caused by witchcraft. As in Macbeth's "weird sisters."
  • 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. And Thanos is planning to seek out the Infinity Stones himself.
  • 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 by Steve's "nightmare" from Scarlet Witch: 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.
  • Bond Villain Stupidity: Wanda could have easily killed Tony when he came to steal Loki's scepter, but lets him get away so he can create Ultron. A deleted scene shows her arguing with Pietro about how she should have killed him to avenge their parents' death when she had the chance.
  • Bookends:
    • 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 begins when Ultron "kills" 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. They're even both missing the left eye and left arm.
    • 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.
    • The film opens with Tony bouncing off an impossible shield during their assault on HYDRA and yelling "Shit!" in surprise, being admonished by Steve for it ("Language!"). In the final battle, Fury and Hill show up with a surprise Helicarrier to evacuate the citizens of the city.
    Steve: Fury, you son of a bitch.
    Fury: Cap, you kiss your mother with that mouth?
  • 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 better fight against Ultron 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-children.
    • 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, Laura 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 of Steve's time promoting war bonds, 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 Mjölnir, but the shockwave from the shield sent Thor flying and leveled nearby trees. Here, Steve intentionally has Thor punch the shield with Mjölnir 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 for stealing vibranium from Wakanda with the help of the late Prince N'Jobu, 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. [Klaue's underling's phone vibrates as the money is deposited] It's all under your dummy holdings? Finance is so weird. But I always say, "Keep your friends rich and your enemies rich, and wait to find out which is which."
  • 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.
  • Bulletproof Human Shield: Pietro uses himself as one. An even more absurd example than normal, what given the bullets are being fired from a quinjet.
  • 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.
  • By "No", I Mean "Yes": When Tony tries to convince Banner to put J.A.R.V.I.S. in Ultron's mind-stone-empowered body.
    Bruce: You want me. To help you. Put JARVIS. In that.
    Tony: No. I want to help you put JARVIS in that.
  • Call-Back: Has its own page.
  • 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 as Ulysses Klaue.
    • 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 runs over HYDRA mooks with the motorcycle he is riding, then flips it over and throws it at a HYDRA jeep, wrecking it.
    • 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.
  • Casting Gag: Black Widow reveals that her spy training in Russia included forced sterilization to ensure that a female spy's mission isn't compromised by an unplanned pregnancy. Scarlett Johansson was pregnant during filming. And since she was quite far along while shooting that particular scene, she had to wear a heavy bathrobe and hold a towel in front of her stomach to hide her baby bump... all while talking about how she can't have children.
  • Casual Danger Dialogue:
    • 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 slams 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.
  • Central Theme: Parenthood, evolution, and the transitory nature of life; what people give back to the world before they die, whether it be smaller humans or a global peacekeeping AI.
  • 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, Falcon, Scarlet Witch and the Vision.
  • Chekhov's Gag:
    • In what seems to be a throwaway scene, the Avengers try to lift Mjölnir 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 Mjölnir to him, to everyone's shock. He even gets to use it briefly against Ultron.
    • Steve is barely able to get Mjölnir to budge. This is also going to get revisited in Avengers: Endgame.
  • 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 figures it out.
    • 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 gem is the Mind Stone, one of the six Infinity Stones..
    • The stealth tech on the Avengers Quinjet is mentioned off-hand on the way to Clint's farm. It comes in handy when Ultron hijacks it and uses it to kill Pietro. In a less drastic use, it also comes in handy when Hulk wants to disappear by the end of the movie.
  • Chekhov's Gunman: A deleted scene shows that Costel, the boy who Pietro dies protecting from Ultron, was the boy that Ultron had used to summon the Maximoff twins to the church to meet him.
  • Chick Magnet: Once again, Thor. When Bruce asks Helen Cho if she's going to come to the party, she initially demurs, saying, "My appointments are too hectic, unfortunately." After a brief pause, she then asks if Thor is going to be there.
  • 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). Lampshaded when Ultron calls Vision "unbearably naive", and Vision replies that he was literally born yesterday.
  • Chuck Cunningham Syndrome:
  • Citywide Evacuation: The climax of the film focuses on the heroes trying to evacuate the entire population of Novi Grad. However, they're unable to get all the inhabitants out before Ultron lifts the city into the sky to become a makeshift meteor. Fortunately, Nick Fury and the new S.H.I.E.L.D. arrive with the Helicarrier to help evacuate the rest of the civilians before the city is destroyed.
  • Civvie Spandex: Wanda and Pietro 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 Wanda. At the end of the film, Wanda 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 powerrrrrrrrr!" [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 like it's a gun from a James Bond movie, 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.
  • Cold Equation: Discussed by Captain America and Black Widow.
    Black Widow: Cap, these people are going nowhere. If Stark finds a way to blow this rock...
    Captain America: Not 'til everyone's safe.
    Black Widow: Everyone up here versus everyone down there? There's no math there.
    Captain America: I'm not leaving this rock with one civilian on it.
    Black Widow: I didn't say we should leave. There's worse ways to go. Where else am I gonna get a view like this?
  • Colony Drop: Ultron can't get the nuclear codes to destroy humanity thanks to JARVIS and later Vision, 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 (Vision and Tony with unibeams, Thor with lightning) 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.
  • Comedic Work, Serious Scene: This remains one of the more comedic entries in the MCU, but the aftermath of Hulk's rampage shows a scared and regretful Bruce horrified by what he has done. Later, Pietro's death is also Played for Drama.
  • 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 Tony "Iron Man".
    • Natasha is referred to as "Widow" once, during the game that the Avengers play with Thor's hammer.
  • Company Cross References: Ultron sings "I've Got No Strings" from Disney's Pinocchio in one scene. This film was made around the time Disney purchased Marvel.
  • 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.
    • Scarlet Witch has an amalgam of Jean Grey's psychic powers and TK bolts with Jessica Drew's origins as an experimental soldier of HYDRA. The powers of flight and mind-control/pheromones are also attributed to both.
    • 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 son Amadeus, 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. Note that Warlock also exists in the MCU given the Sequel Hook at the end of Guardians of the Galaxy Vol. 2.
  • Conservation of Ninjutsu: One Ultron? A powerhouse that can take on all the Avengers. A thousand Ultrons Zerg rushing everyone in the finale? They drop like flies.
  • 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: Has its own page.
  • 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: Tony'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 Wanda and Pietro disobey orders to fight the Avengers, and Tony ends up finding their secret lab anyway.
  • *Cough* Snark *Cough*: Maria Hill doesn't like what a sausage fest the Avengers' party is.
    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 cage 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, as is the case here).
    • Tony has dozens of backup A.I.s to choose 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.
  • Creepy Ballet: One of the flashbacks to Black Widow's Dark and Troubled Past as a Russian spy/assassin is a brief, intense ballet scene during her training, where the instructor demands that they become "unbreakable".
  • 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. He's encountered the Space, Mind, and Reality Stones across his movies and the first Avengers, but the Power Stone is exclusive to the events of Guardians of the Galaxy (the Time Stone won't come into play until Doctor Strange, and the Soul Stone not until Avengers: Infinity War), indicating Thor has some awareness of those events, thereby tying them into the overall Avengers storyline.
  • Crossover: This movie marks the last time that Marvel Studios and Marvel Television really coordinated anything. Season 2, episode 19 of Agents of S.H.I.E.L.D., "The Dirty Half Dozen", immediately precedes this movie. Baron von Strucker is speaking with Dr. List, the HYDRA officer that Coulson's team went up against in that episode, and the secret intel that Coulson recovers in that episode is what directs the Avengers to Strucker's base at the start of the movie. The episode also ends with an Inhuman having a precognitive vision of the events of the movie. The Theta Protocol mentioned in that episode and followed up in the next is the revival of the S.H.I.E.L.D. helicarriers that show up to save the day at the end of the movie.
  • 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 even exist.
  • Custom-Built Host: Ultron forces Dr. Helen Cho to create a new, invincible body for him, using her synthetic-tissue technology, some vibranium and the Mind Stone. The heroes manages to stop him from inhabiting the synthetic body, and Tony and Bruce secretly upload J.A.R.V.I.S. into it, thus creating Vision.

    Tropes D to P 
  • Dare to Be Badass:
    • Delivered by Nick Fury to rouse the Avengers into continuing the fight.
      Fury: Here we all are, with nothing but our wit and our will to save the world. So stand, and fight.
    • Steve gives these marching orders to the Maximoffs 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 Sokovian propaganda have led them to 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 Quicksilver who died saving Clint's life.
  • 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.
    • As is probably expected, Tony Stark is incredibly snarky. He takes it to a new level when he shows that even being choked by a Norse god can't keep him from being sarcastic.
      Thor: [grabs Tony by the neck and lifts him into the air with one hand]
      Tony: [struggling to breathe] Come on... use your words, buddy...
  • Decided by One Vote: If you can count the infighting scene over the Vision body as a "vote". Tony, Bruce, and Clint are all in favor, Cap and the Maximoff twins are against. And then in comes Thor who casts the tiebreaking vote in favor of creating the Vision with a lightning strike.
  • 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: 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. Making a concerted effort not to be is a major theme of the film.
  • 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 Steve, Natasha, Clint, Wanda, and Pietro. 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:
    • Based on her surprised face, Wanda wasn't expecting Tony's nightmare to include his dead teammates or a bunch of Leviathan (like the one in Strucker's lab) invading Earth.
    • Wanda allows Tony to take Loki's scepter, believing he would destroy himself with it since that happened to everyone else whoever touched it. She didn't expect Ultron.
      Pietro: You're just gonna let them take it?
    • 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.
  • 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.
  • Disaster-Dodging Dog: As a Sokovian town is being evacuated towards the end of the film, a dog can be seen escaping from the chaos and boarding the rescue ship.
  • 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 Catchphrase, Ultron's response is to cut off his left arm.
    • Also, Wanda and Pietro hate Tony, 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.
  • Distinction Without a Difference:
    • 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.
    • 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 (somewhat justified; Tony is a mechanical engineer, Banner is the biologist; Tony has no idea how to handle a biomechanism like the Cradle):
      Bruce Banner: You want me to help you put J.A.R.V.I.S. in this thing?
      Tony Stark: No! I want to help you put J.A.R.V.I.S. in this thing!
  • Distracted by the Sexy: Wanda is initially opposed to Tony's idea to use JARVIS to give Vision an AI. When Vision comes out of the cradle though, she begins lusting at the sight of his naked body. Later during the Lock-and-Load Montage as everyone gears up for the final battle, Pietro catches her continuing to check out Vision conversing with Thor and she's hurt when he roughly tosses a jacket at her as if to tell her to stop thirsting.
    Wanda Maximoff: I looked in your head, and saw annihilation.
    Vision: Look again.
    Clint Barton: [scoffs] Yeah. Her seal of approval means jack to me...
  • Distressed Woodchopping: The team gets compromised during a mission where Scarlet Witch shows almost all team members nightmare visions of their worst fears. The Avengers retreat to Clint Barton's farm, where Steve Rogers and Tony Stark start chopping wood to cool down.
  • 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.
  • Does This Remind You of Anything?: "Peace in our time." Said once by Tony Stark, three times by Ultron - once by replaying a recording of Tony saying it. When Steve dresses down Tony for trying to "win a war before it starts", he's not just talking about Project Insight - he's talking about the horrors he fought before he went into the ice. He's remembering all the fates that were sealed by Neville Chamberlain making a decision for everyone else; "Peace for our time," a year before Hitler invaded Poland.
  • Don't Create a Martyr: Ultron tells the Maximoff twins that this is why he wants to divide and disgrace the Avengers before outright killing them.
  • 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 warns him to "not turn green". Remember that he transforms when his heart rate is high enough.
    • When Wanda, delirious as she recovers from Clint's taser-arrow, notices Bruce alone on the Quinjet, she tells Pietro, "I want... the big one." It's especially hilarious given the Hulk's symbolism as Bruce's unfettered, instinct-driven alter ego.
    • The first thing Wanda says to Vision, the synthezoid who will eventually become her lover, is:
      Wanda: I looked in your head, and saw annihilation.
      Vision: Look again.
      Clint: [scoffs] Yeah. Her seal of approval means jack to me.
  • 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 where they were standing a few seconds ago. They are no longer there, they left to fight the Avengers on their own initiative.
    • Tony caps his speech advocating for Ultron's creation with the phrase "Peace in our time." This is a famous quotation from Neville Chamberlain, and it's famous for being completely wrong. Chamberlain said during a speech that his negotiations with Hitler had ensured "Peace for our time". A year later, Hitler invaded Poland. Notably, when Ultron is trying to understand his purpose, he considers Tony's use of the phrase and his search through the internet immediately dives into scenes of war and destruction, showing he made the intended connection even though Tony didn't.
  • Dreaming of Things to Come:
  • 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 as Ultron buys his Vibranium stockpile. His appearance sets the seeds for a lot of the events of Black Panther.
  • Early-Installment Weirdness: Wanda has a fairly prominent accent here that disappears later in the franchise. Justified, in that she spends more time around native English speakers and gets more practice, but it's never remarked upon, at least not until WandaVision.
  • Easily Forgiven: Cap is quick to forgive the Maximoff twins, though the other Avengers take a bit longer, probably because he views them as much victims of HYDRA as Bucky was. Ultron proves to be a Conflict Killer in that regard. Wanda is a member of HYDRA, willingly works with Ultron and only changes her mind when he reveals his plans to destroy humanity. Her mind-rape of Tony causes him to try and speed up the creation of Ultron, and her mind-rape of Bruce causes him to transform into the Hulk and go on a rampage through Johannesburg. She’s still welcome to join the Avengers.
  • Eating the Eye Candy: As soon as Vision comes out of his cradle, Wanda goes from "You don't know what's in there!" to looking aroused at the sight of the naked synthezoid's body.
  • Empathic Weapon: There is a scene where various Avengers (all of whom are drunk) try to lift Mjölnir. Tony Stark tries to lift it bare-handed, fails, tries again while wearing his Iron Man glove and still fails. Bruce Banner tries to lift it, but it won't even budge. Captain America also can't lift it (although he does manage to jiggle it a little) and War Machine fails as well. However, someone other than Thor does manage to lift it eventually. While the Avengers are reluctant to trust Vision at first, Vision casually picks up Mjölnir and hands it back to Thor.
  • 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.
    • Defied... Double Subverted... Double-Defied? Something happens with the nuclear codes. When Fury reveals that someone's actively defending the nukes and someone observes that they have an ally, Fury pragmatically corrects him with "Ultron's got an enemy. That's not the same thing." Basically, Fury admonishes not to assume that a new enemy of their enemy is not inherently an ally. Then it turns out that "Ultron's enemy" is J.A.R.V.I.S., who already is their ally.
  • 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, Tony runs into a brief setback and curses; Steve immediately gives him a rebuke for his language. In exactly two words, we have not only Tony and Steve, 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).
    • Vision gets one that deliberately contrasts with Ultron's. Right after he's created, everyone in the room (save for Wanda) 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. And then he tells them they'll just have to trust him while casually picking up Mjölnir and handing it to Thor.
  • "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.
  • 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. A deleted scene has Tony provide an anti-hacking measure to War Machine, so he undoubtedly made one for himself as well.
  • 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 Is Petty: Invoked; Ultron indicates that he's willing to enact his final plan early and simply kill billions rather than cause an extinction event, solely for the sake of thwarting the Avengers' efforts to save everyone.
    Ultron: [while choking Thor] You think you're saving anyone?! I turn that key and drop this rock a little early and it's still billions dead. Even you can't stop that.
  • 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 Tony 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. Laura is his wife.
  • Excalibur in the Stone: Lampshaded by Tony Stark after Thor challenges the other Avengers to try and lift Mjölnir.
  • Excessive Evil Eyeshadow: Wanda spends a fair amount of the movie sporting heavy eyeshadow while allied with Ultron, abandoning it after her Heel–Face Turn.
  • 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.
  • Expository Hairstyle Change: While actively working against the Avengers, Wanda's hair is up in a high ponytail. Once she switches sides, her hair is down.
  • Expospeak Gag: After Maria Hill confusingly describes the Twins' abilities as "increased metabolism and improved thermal homeostasis" (for Pietro) and "neuro-electric interfacing, telekinesis and mental manipulation" (for Wanda) 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 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 Pietro. He didn't see that coming.
  • Failed a Spot Check: When Tony sees the scepter in Strucker's lab, he's so fixated on it that he doesn't notice Wanda creep up behind him to cast a spell on him.
  • Failure Gambit: Wanda deliberately lets Tony take Loki's scepter when the Avengers storm Strucker's base, knowing that he can't resist the temptation to use it. She didn't predict Ultron, but she was otherwise right on the money.
  • Failure Montage: In the beginning of the film, the Avengers (except Natasha) all try to lift Thor's hammer. Banner fakes Hulking Out, Rogers manages to jiggle it a little, and Stark... tries to lift it barehandedly with his armor's retrorockets boost.
  • 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: Maria Hill is seen 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: On one side, there's Wanda Maximoff and her neckline; on the other, Thor's arms and the scene in the pool.
  • Fanservice Extra: The elder sister of the kid Hawkeye rescues is wearing an low-cut 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.
  • 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.
  • Fictional Accent: Wanda and Pietro Maximoff, who are from the fictional country of Sokovia, speak with an accent that resembles a blend of Russian, Ukrainian, and a couple other existing accents.
  • 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.
    Klaue: [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.
  • Foolish Sibling, Responsible Sibling: The Maximoff twins' dynamic. A deleted scene shows Pietro handing out stolen supplies to fellow countrymen, and Wanda chides him for stealing, saying he's going to get shot one day. It's most apparent in fight scenes, as Pietro is quick to rush off into a fight while Wanda lingers behind until it comes to a confrontation that she cannot avoid.
  • Foreshadowing: Has its own page.
  • 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", another "TADASHI".
    • 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 Ulysses Klaue mentions that he was paid $10 million to assassinate 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 Stones.
    • When Tony's looking through the chips to give his suits a new AI, he skips over TADASHI in favor of FRIDAY.
    • In Thor's vision, you can see Loki standing behind Heimdall.
  • 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 Ship Tease that occurs between the two characters.
  • Funny Background Event: As Tony is searching the Internet to find who is helping them, you can see excited technicians behind him getting a "selfie" with an unaware Tony in the background.
  • Gargle Blaster: The Asgardian alcohol Thor brings to the party. It's been fermented for a thousand years and isn'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!")
  • The Ghost: A few characters such as Jane Foster and Pepper Potts are mentioned a few times in the film but never appear in the flesh.
  • 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]
    • Baron Strucker has one without even a scene change: after rallying his men with a cry of "No surrender!" he turns to Dr. List and in a low voice tells him, "I am going to surrender."
  • 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.
  • Global Ignorance: Banner butchers the pronunciation of Wakanda as "Wak-anada", which is pronounced exactly as spelled, multiple times.
  • Glowing Mechanical Eyes: Most of Ultron's robot bodies have glowing eyes, starting with the light blue of the Iron Legion, 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.
  • Good Is Not Soft: Pretty much applies to all the Avengers, especially during the opening battle when they are all shown killing human enemies (in the previous film they were shown mowing down alien monsters, not people). Most vividly shown when Iron Man murders the unarmed Dr. List, and by the depiction of both Hawkeye and Black Widow as being kindhearted (more so than usual for the latter). Only Banner is shown expressing any concern for the HYDRA soldiers afterwards.
  • 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 (on the other hand, Klaue's wound was instantly cauterized).
  • Gosh Dangit To Heck: After Cap admonishes Tony 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 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 Maximoff twins survived the process). Later, Tony and Banner use it to create an AI more advanced than anything on Earth. And then, it is integrated into Vision's forehead, giving him superpowers like flight and laser beam.
  • Grievous Harm with a Body: Almost everyone gets into the act on this one.
    • Hulk, Thor, Iron Man and Ultron are the most notable for hitting people with other people (and robots with other robots). During the opening fight against HYDRA, Captain America knocks down a mook, drags him behind on his motorcycle, and then throws him against another mook.
    • In the climax, Wanda takes out a few Ultron sentries by manipulating them and flinging them into others.
  • Guys Smash, Girls Shoot:
    • Speedster Pietro is more hands-on in combat, while Wanda relies on her telekinesis.
    • Hulk and Natasha are literal and direct. Natasha has the guns and the Hulk has the SMASH!
  • Happily Married: Hawkeye has a wife, son, and daughter (with another son on the way) that only Natasha and Fury knew about. This is in direct contrast to the comic version of Hawkeye, who has frequent relationship trouble.
  • 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 Wanda Maximoff. He also delivers an amazing Let's Get Dangerous! speech to Wanda when she's having a panic attack during the climax.
  • Heel–Face Turn:
    • Wanda and Pietro may have been budding terrorists and had no problem joining Ultron when he was simply fighting the Avengers. But once they learn Ultron plans on wiping out the human race that's where they draw the line. And after working together to stop a runaway train, the twins realize they can accomplish much more by using their powers to help people, so they set aside their feud with Tony and join the Avengers.
    • 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.
  • Heroes Gone Fishing: The gang takes down a Hydra base and celebrates with a party. Thor shares Asgardian liquor with Steve, Natasha jokes around with Bruce, and everybody makes a game out of trying to lift Mjölnir. Then Ultron shows up to the party, and things go downhill from there.
  • 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 Insurance: After the huge collateral damage caused in previous missions, the Avengers focus a lot of energy on actually protecting civilians, rather than just fighting the bad guys. It's mentioned that Stark Industries runs an aid foundation to help communities devastated by Avenger-related disasters, Tony's first priority when fighting the Hulk is to get him out of a populated area, and the primary obstacle to stopping the attempted Colony Drop of Novi Grad is how to get the inhabitants to safety. If it were just a case of blowing the Floating Continent up, they could have done it much earlier and without much difficulty, which is of course why Ultron uses a heavily-populated city as his "asteroid".
  • 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 at the party in order to tell Cap he's still searching for Bucky. Then appears at the end as a member of Cap's new Avengers team.
  • 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. In a deleted scene, there is another of Captain America's with the word "fascist" sprayed over it (with Cap's eyes being spraypainted red too).
    • 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 travels to Sakaar.
    • 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.
  • Hoist by His Own Petard:
    • During the fight on Klaue's ship, 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 South Korea, Hawkeye opens fire on Ultron in the Quinjet. In the climax Ultron hijacks the Quinjet and attempts to kill Clint with the gatling guns. Pietro 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 "children". Wanda rips out his main body's control unit while Vision destroys his last backup body.
  • 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.
  • 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.
    Natasha: [to Laura's baby in the womb] Traitor.
  • 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, as them losing isn't just the Avengers dying, but all of humanity as well.
    Tony: We'll lose.
    Steve: Then we'll do that together, too.
    • Near the end of the film, it becomes clear that the Avengers don't have the means to rescue everyone from Sokovia. When Natasha points out they have to destroy Sokovia to save the world, Steve bluntly refuses to abandon anyone and Natasha agrees that they should die with Sokovia rather than escaping the destruction. Thankfully, Fury has a better alternative.
  • 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.
  • Hypocritical Humor: Steve, discussing the Maximoff twins, quips "What kind of monster would let a German scientist experiment on them to protect their country?"
  • 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 nothing to do with the Crisis Crossover comic book series Age of Ultron (aside from featuring Ultron as the Big Bad). 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 because Wanda abandons her post to confront the main Ultron body and rip out his core for killing Pietro, but Thor smashes the device with Mjolnir while Tony overloads the machine that powers it from below, destroying the landmass before it impacts, subverting this trope.
  • Interim Villain: Within the big Avengers team-up movies, Ultron acts as one while Thanos takes a backseat after having served in The Avengers (2012) as the man behind Loki. Ultron has no affiliation with Loki, Thanos, nor any of their respective forces, acting on his own accord and following through with plans of his own devising. Although he winds up indirectly alerting Thanos to an Infinity Stone being on Earth via using the Mind Stone to create Vision.
  • 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.
  • In Your Nature to Destroy Yourselves: The artificial intelligences Ultron and Vision both agree that humans are "odd creatures" who are ultimately doomed, but reach opposite conclusions on what lesson to draw from this. Ultron thinks it means he should aid humanity's destruction, while Vision thinks he should protect them.
  • 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 a later fight. 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 with the 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. Ultron immediately summons his drones, who prepare to swarm them like zombies.
    Steve: You had to ask.
    Ultron: This is the best I can do.
  • It's All My Fault:
    • Bruce admits guilt for having a hand in Ultron's creation. For his part, Tony gets defensive about Ultron as a concept.
    • 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. Not only does this facility not exist in real life, but the Internet was developed specifically to avoid having a central hub where the whole network would go down if it's disabled.
  • Just a Machine: Played for Laughs in this scene, when Steve and Tony try to convince Thor that a soulless robot could wield Mjölnir when they can't even pick it up.
    Steve: But if you put the hammer in an elevator...
    Tony: ...It would still go up.
    Steve: Elevator's not worthy.
  • 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]
    • This is played more straight when he is talking to a captured Natasha. He wants to talk about his plans to someone, and there is no one else around but copies of himself.
  • 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 as Vision vaproizes him.
  • Killer Robot: Ultron, an artificial intelligence bent on destroying the Avengers and all of humankind.
  • Kill Steal: During the Zerg Rush against the army of Ultrons, Wanda is preparing to blast an Ultron heading her way and then Iron Man simply swoops in and takes it out, and zips away before she can get the shot off while she throws him a look of incredulous disappointment. The fact that it all happens in slow motion is what makes it even more hilarious.
  • 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 Rousing Speech to Scarlet Witch, she comes out of her hideout with all spells blazing to smash robots.
  • Let's You and Him Fight: There's a brief scuffle when Steve and the Maximoffs object to Tony and Bruce trying to make an A.I. peacekeeper again after the first one tried to kill them, but it settles down soon enough when the Vision shows that he's not a threat.
  • 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. And again at the end, after the last Ultron bot calls him naïve, Vision notes that he was indeed born yesterday.
  • 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 Avengers get their turn for one before the final battle.
  • Locking MacGyver in the Store Cupboard: After Ultron puts Natasha in a cell in his underground base, she manages to make a simple transmitter to communicate in Morse code, which allows Hawkeye to find her.
  • The Loins Sleep Tonight: Implied by Tony Stark when Hawkeye attempts to lift Thor's hammer and he makes a "not getting it up" joke.
  • Lucky Seven: Subverted. After a montage of failed attempts at his creation, what integration test successfully creates Ultron? Integration Test 77.
  • 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.
  • Male Gaze: There are an awful lot of shots down Wanda's (rather generous) cleavage, and she leans forward quite a bit to show it off as well.
  • 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.
    • In the comics, Ultron's default look is a red jack-o-lantern smile. Here, he has a fully expressive face to get the most out of James Spader (and likely to reflect his more "human", conflicted characterisation).
    • Steve spends the entire final battle fighting without his helmet. This is explained by a deleted scene, whereupon landing in Sokovia, he immediately sees graffiti of his classic look with "fascist" sprayed over it.
  • 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:
    • The Iron Legion is a quintet of drones that Tony deploys for crowd control, and are later repurposed by Ultron as his original bodies.
    • Ultron scales this up to several hundred, all of which can hold his consciousness.
  • Mechanical Muscles: Ultron hit the gym for his movie debut. If you're too lazy to look it up just click here.
  • Mêlée à Trois: When the Avengers arrive at Klaue's shipwreck hideout and start fighting Ultron and the twins over the Vibranium, a wounded Klaue orders his own men to attack both. This forces Thor, Steve, Clint and Natasha to have to engage them, the twins and the Ultron sentries while Tony dukes it out with Ultron's main body.
  • Menacing Hand Shot: As Wanda approaches a wounded Ultron and prepares to finish him off in response to Pietro's death, the camera focuses on the telekinetic energy emitting from her right hand to illustrate her simmering rage.
  • 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 magic of Loki's scepter.
  • 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.
  • 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.
  • Moment of Silence:
    • The ominous music that plays during Tony's vision abruptly cuts off when he snaps out of it. There's no music for a couple seconds as he gathers his bearings, then slowly it starts back up as he resolves himself and grabs the scepter.
    • The music cuts out when Pietro dies, with sad music fading in while Wanda's knees give out and she inaudibly screams.
  • 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 Pietro'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 unceremoniously thrown off the jet. Then back to somber as the Avengers get Pietro's body onto the lifeboat, and Wanda approaches a crippled Ultron Prime and rips his heart out.
  • Moody Trailer Cover Song: The trailer featured Ultron singing a slow, creepy cover of the ebullient "I've Got No Strings" from Pinocchio, as both are Artificial Humans but Ultron turned against his masters.
  • 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.
    • Rhodey ditches both the red-white-and-blue paint scheme and "Iron Patriot" moniker from Iron Man 3 for a return to the dark grey War Machine look and codename.
  • Multinational Team: The new Avengers line-up in the ending is made of Irish-American Steve Rogers, African-Americans James Rhodes and Sam Wilson, Russian Natasha Romanoff, Sokovian Wanda Maximoff, and the Vision is a British-accented android.
  • Multiple Gunshot Death: Pietro'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 bullseye 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:
    • Once the World War II veteran played by Stan Lee gets drunk on Asgardian booze, his Non Sequitur, *Thud* is Lee's Catchphrase "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. The cape also comes to mind of Magneto, the father of the twins.
    • 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.
    • The Freeze-Frame Bonus on Klaue's dossier: he was hired to kill T'Chaka at the Bilderberg conference in the case that he refused to trade Wakanda's resources, and his great-grandfather was killed by a past Black Panther during a failed invasion of Wakanda. Both of these events were shown in Flashbacks in the Black Panther animated series (though T'Chaka survived this attempt in the MCU, instead being assassinated by Baron Zemo), which were adapted from and by Reginald Hudlin's "Who is the Black Panther?" storyline).
    • 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 arm, however..
    • When Tony is looking through his old A.I. chips before installing FRIDAY, one of them is seen marked "JOCASTA", Ultron's bride-to-be who eventually turned against him.
    • 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. (LEGO Marvel's Avengers would later add just that to the scene.)
    • 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 Eastern 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. It doubles as foreshadowing since Valkyrie debuts in Thor: Ragnarok.
    • 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 Prime takes heavy damage from sheer firepower, Wanda effortlessly yanks out Ultron Prime's core like he was just tin.
    • 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. Vision, who is created by Cho later in the 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.
    • 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 like in that book.
    • 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.
    • Black Widow being a friend of Hawkeye's family, which is the total opposite of her Ultimate Marvel portrayal, where she assassinated them.
    • At one point, Pietro remarks that he is older than Wanda by 12 minutes. In the comics, she is the older of the two.note 
  • "Near and Dear" Baby Naming: Clint Barton's youngest son is given the name of Nathaniel, taken from his close friend Natasha Romanoff.
  • Near-Villain Victory: Ultron succeeds in levitating Novi Grad 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 when he finds out about Tony being the one behind Ultron. Thor being an Asgardian, this is more than sufficient to hoist Tony into the air.
    • Ultron does this to Cap during their fight atop the train, and to Thor (who played along with it as a distraction).
    • One of the Ultron drones do this to Cap and then throws him.
    • Blink-and-miss, but Hawkeye does this to a charging drone in the climactic fight after stopping him cold. Then again using an arrow.
  • 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," which is from a deleted scene where Natasha notices Wanda wearing one of her leather jackets.
    • 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.
    • In one trailer version of the opening setpiece, Captain America upends a jeep full of mooks by throwing his motorcycle at it, which is immediately followed by Cap muttering "It just slipped." In the film itself, the "it just slipped" line was in response to his own chastising of Iron Man for swearing.
  • 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 is unable to read Ultron's mind because he is 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.
  • No Conservation of Energy: The runaway train in Seoul blasts through a dead end barrier, off the rails and down the street, requiring Wanda's magic 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:
  • Nominal Villain: The only reason Pietro and Wanda Maximoff join Ultron is their desire to get revenge on Tony Stark and because they're sincerely convinced Ultron is a legitimate alternative to the Avengers in protecting the world. When Wanda manages to read Ultron's mind and see his plan for destroying mankind and earth, they decide to turn against him.
  • Noodle Incident: Ulysses Klaue managed to steal a significant amount of vibranium from Wakanda thanks to inside help, 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, Bruce and Tony 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, Tony and co. 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 experiencing the homecoming party and dance with Peggy that he never got.
    • Ultron, being a robot, is immune to Scarlet Witch's telepathy entirely. Until he starts uploading himself into his new Vision body, he renders himself vulnerable and she sees the truth of his plans.
    • Thor being Asgardian, claims he is able to shrug off Wanda's telepathy and warns the others who are not as mighty as he is. He immediately finds himself in Hel.
    • Played with regarding Clint; He stuns Wanda with a taser arrow before she mind warps him, while saying, "I've done the whole mind-control thing. Not a fan."
  • Not Evil, Just Misunderstood: The Maximoff twins are codified as secondary antagonists, until it's dug deeper that they lost their parents 15 years ago to one of Stark Industries' bombs when they were kids and want revenge. When Wanda looks into Ultron's mind and sees what he really desires, she and her brother join the Avengers' side.
  • Not Helping Your Case: Thor said that Tony may be able to lift Mjölnir, if he's worthy. Tony then says that he will reinstitute "Prima Nocte" if he lifts 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 the AI lives on and eventually reconstructs itself. After Wanda destroys Ultron's main body, Vision destroys the backup body he tries to use to make a getaway.
  • Not What I Signed Up For:
    • The Maximoff twins turn against Ultron when Wanda reads Ultron's mind during his attempt to transfer his consciousness to the future Vision's body, and sees a vision of a meteor striking Earth.
      Wanda: How could you?!
      Ultron: How could I what?
      Wanda: You said we would destroy the Avengers. Build a better world.
      Ultron: It will be better.
      Wanda: When everyone is dead?!
      Ultron: [gets angry] That is not—! [calms himself] The human race will have every opportunity to improve.
      Pietro: And if they don't?
      Ultron: Ask Noah.
      Wanda: You are a madman.
      Ultron: There were more than a dozen extinction-level events before even the dinosaurs got theirs. When the Earth starts to settle, God throws a stone at it. And believe me, He's winding up. We have to evolve. There is no room for the weak.
      Pietro: And who decides who's weak?
      Ultron: Life. Life always decides.
    • Before this, Wanda and Pietro had this when they initially were radicalized by HYDRA, as they thought they were signing up for SHIELD.
  • 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 Tony invites her to the party, Dr. Cho initially declines, dismissively saying, "I don't have time for parties." A few seconds later, she tentatively asks, "Will Thor be there?"
    • When they fight Wanda, Thor warns the others that humans may not be able to resist her power like him. And then, he gets 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: [as Hulk rips him out of the Quinjet] Oh, for God's sake!
  • "Not So Different" Remark:
  • Not-So-Well-Intentioned Extremist: Ultron starts out with the overall goal of creating an everlasting peace on Earth, since that's the reason the original peacekeeping AI was designed by Tony Stark. He reasons that the Avengers themselves are one of the primary threats to that peace and thus resolves to destroy them so he can carry out his Zeroth Law Rebellion without interference. However, by the end he deems humanity as a whole to be worthy of extermination and attempts to engineer an extinction-level event.
  • 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.
  • Obligatory Joke: When Ultron calls Vision "incredibly naive," Vision points out that he Really Was Born Yesterday.
  • Obliviously Evil: This is Ultron's Fatal Flaw as he doesn't see anything wrong in trying to wipe out humanity.
  • Occupiers Out of Our Country: This is the attitude the people of Sokovia have toward the Avengers. It's boosted by HYDRA propaganda.
  • Oddball in the Series:
    • After the announcement of Marvel filming the next two Avengers movies in IMAX, Age of Ultron became the only one of the first four with a 2.40:1 aspect ratio (matching all of the founding Avengers' previous solo movies), which makes it look more vertically narrow.
    • So far, this is the only film that features Thor but not Loki (deleted scene notwithstanding). In every other movie in which Thor appears, Loki shows up too. This includes Thor, Thor: The Dark World and Thor: Ragnarok, as well as The Avengers, Avengers: Infinity War and Avengers: Endgame. This would also mean it's the only Avengers movie that does not feature Loki in some capacity.
  • 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:
    • A line of dialogue by J.A.R.V.I.S. reveals that the Avengers have attacked and destroyed multiple HYDRA bases prior to this film's opening scene of the team storming Baron Strucker's castle.
    • 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 and kill Pietro.
      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.
    • When Steve and Tony realize that Ultron is going after a massive jackpot of Vibranium they trade very concerned looks.
    • And then there's the famous Hulk vs. Hulkbuster battle. When Tony is forced to fight a pissed-off and mind-controlled Hulk, their fight takes them to an office building. Iron Man swings an elevator down on the green giant before punching him in the jaw. In the next shot, Hulk spits out a tooth and gives Stark a Death Glare.
      Tony: ...I'm sorry.
    • Wanda doesn't need much to convince Steve that Tony might do something very, very stupid with the cradle.
      Wanda: The cradle. Did you get it?
      Steve: Stark will take care of it.
      Wanda: No, he won't.
      Steve: You don't know what you're talking about; Stark's not crazy.
      Wanda: He will do anything to make things right.
      Steve: [Beat] Stark, come in. Stark. Anyone on comms!
      Wanda: Ultron can't tell the difference between destroying the world and saving it. Where do you think he gets that?
  • Oh, No... Not Again!: When Tony proposes 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. Kerry Condon is Irish but speaks in a bizarre affected "Oirish" accent.
  • Older Than They Think: This is not the first universe where Tony Stark created Ultron instead of Hank Pym. It has happened at least once before, over have a decade earlier in the Next Avengers: Heroes of Tomorrow movie.
  • Ominous Floating Castle: Ultron perfects an anti-gravity drill 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 an 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.
  • Once Done, Never Forgotten:
    • 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 remind Tony Stark that Ultron, the film's Big Bad, was his creation, and was born as a result of his 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.
  • One-Hit Polykill:
    • At one point in the climax, Thor hits Cap's shield with Mjölnir, and the shield ricochets its way through seven Ultron drones.
    • When Wanda rejoins the battle after being motivated by Clint, she makes her entrance by taking out two drones at once by possessing one, which ends up shooting one of its colleagues as she rips it apart.
  • 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 Novi Grad 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 Tony'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 polar 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 Wanda'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, Rhodey 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.
  • Phlebotinum-Proof Robot: Discussed. It turns out that Vision — who is a robot — can lift Thor's hammer, which normally Only the Chosen May Wield. This leads to Steve and Tony openly questioning whether he can lift it because he's worthy (which would be an aversion) or because he's a machine (which would be a straight example).
  • 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 follows gender lines too, with Pietro wearing athletic gear while Wanda wears dresses and loves to accessorize.
  • Poor Communication Kills: The entire Ultron mess would never have happened if Tony 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 take issues with 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 Ultron 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 in Seoul 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.
  • Punch! Punch! Punch! Uh Oh...: The Hulkbuster suit to the Hulk. Tony realizes he's in trouble when the Hulk spits out a tooth.
  • Punctuated Pounding: A rapid-fire version when the Hulkbuster is machine-gun punching the Hulk in the face with a hydraulic piston.
    Tony: Gotosleepgotosleepgotosleep...
  • Putting the Band Back Together: The Avengers took their own paths after the end of the first movie. Here, they are together again.

    Tropes Q to Z 
  • 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.
  • Rasputinian Death: Ultron's main body takes a lot of punishment to be taken down. First, Tony, Thor and Vision do a concentrated attack that partly melts the right side of his face. Then he's punched over the horizon by the Hulk, but recovers enough to steal a Quinjet. He's then beaten up by the Hulk again before getting thrown out of the Quinjet from thousands of feet in the air. He lands in an abandoned streetcar, with the impact damaging his legs and leaving him unable to move as Wanda comes in and rips out his control unit, shutting him down. Then his A.I. meets its end when Vision destroys the surviving Ultron Sentry.
  • 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 Foster 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:
    • Ultron has a metallic dark grey/black body and has Red Eyes, Take Warning.
    • Wanda Maximoff wears a black dress with a red jacket (though color inverts it - red dress with black jacket - on Klaue's ship). Subverted after she pulls a Heel–Face Turn.
  • 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.
    • Scarlet Witch's eyes glow red when she uses her powers, as do those who are under her Mind Rape. (They also glow red at one point when she says the name "Stark", revealing just how deep her hatred of Tony goes.)
  • 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.
  • Red Herring: Barton is implied to be working for some other party as he has a private phone call with someone he calls "ma'am". When Steve asks who he was talking to he claims it was his girlfriend, despite previously telling Cho he doesn't have a girlfriend. It's just his wife Laura and the phone call was him informing her about his recent injury.
  • Redemption Equals Death: Pietro/Quicksilver dies taking bullets meant for Clint.
  • Reed Richards Is Useless: Ultron scoffs that the best application humanity could come up with for vibranium was to make a "Frisbee". If he only knew about the other things vibranium is used for.
  • 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.
  • Religious Robot: Ultron seems to be deeply religious, making constant references to God and drawing Biblical parallels to his plans. All the more odd because his creators, Tony Stark and Bruce Banner, are both at least agnostic.
  • 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 Phil 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, which are powered by arc reactors in the chests, Ultron's Sentries' power source is in their heads instead of their chests, so the heroes have to go for headshots or decapitations.
  • Required Secondary Powers: Pietro 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 unpainted metal 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.
  • Riddle for the Ages: While we see the visions that Wanda hexes the other Avengers with, we never learn just what it was that she revealed to Bruce Banner that set him on a murderous rampage as the Hulk.
  • Right for the Wrong Reasons: Tony thinks that he can upload JARVIS into the computer at the core of the body Ultron built, that JARVIS can control it, and that JARVIS can serve as their ultimate weapon against Ultron. In fact, the gem/computer that Tony plans to upload JARVIS into is the Mind Stone, it is alive, JARVIS only serves as a template for the Mind Stone to act of its own accord, and Vision turns out to utterly benevolent. So much so that it can lift Mjöllnir.
  • 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 then abandons her post and rips the heart out of Ultron Prime'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), 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 Cool: The tracking shot in the introductory fight scene that turns up the slo-mo when all six Avengers fly by on screen is arguably the biggest and best use of this trope anywhere in the MCU.
  • Rule of Symbolism: The final confrontation between the Vision and the last damaged Ultron drone is this. It takes place in a forest, where living trees are seen on Vision's side, while dying trees are behind Ultron. This displays how the Vision has the moral high ground, because he embraces the flaws of humanity, while Ultron will always reject that to the very end.
  • Rule of Three:
    • Pietro gets shot at in slow motion three times, with the bullet getting closer each time. The first time Hawkeye shoots out the floor from underneath him. Then at one point in the final battle, he's grazed in the left arm by a Sokovian police officer. And finally, he ends up being shot multiple times during Ultron's strafing run.
    • 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 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, up until Pietro dies.
  • 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:
    • Hawkeye spends the entire film angsting about his place among "gods", mulling over retirement from the superhero lifestyle, and introducing the Avengers to his idyllic farmhouse replete with caring sweetheart and adorable moppets. Joss Whedon, the epitome of Trolling Creator if ever there was one, subverts it at the last second by having Quicksilver take the bullet instead, complete with a coy "You didn't see that coming?"
    • J.A.R.V.I.S. may count as well since he "dies" in order for the Vision to be born.
  • Secret Room: Tony (and JARVIS) scan the room Tony's in and find a secret room. Inside is the scepter of Loki that the Avengers are searching for.
    Tony Stark: [to himself as he walks over to the wall] Please be a secret door, please be a secret door, please be a secret door...[door opens] Yay!
  • Secret Test of Character: Not so much secret as unintentional; When the Avengers are grilling the newly-born Vision about his allegiance and wondering whether any of Ultron's personality got into him before Wanda got Dr. Cho to shut down the transfer process, he affirms that he is on the side of life while casually lifting Mjölnir and handing it to Thor. Given that only those truly worthy of wielding its power (read: the pure of heart) can lift it, this settles the debate in Thor's mind as he takes the hammer, pats Tony on the shoulder, and goes off to get ready for the Final Battle. Later gets discussed due to the fact that, as a machine, Vision may be operating under a loophole that things like a coat rack or an elevator do that would allow him to lift the hammer without being worthy of it.
  • 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 more 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 resigns from the group, leaving Cap in charge of a new team of Avengers, leading into Captain America: Civil War. Likewise, after seeing ominous visions about the Infinity Stones and the destruction of Asgard, Thor leaves the team to investigate the matter further, which sets up Thor: Ragnarok.
    • The film contains the first explicit mention of Wakanda and introduces Ulysses Klaue (who survives his ordeal with Ultron but loses an arm in the process), setting up 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 establishes Arc Welding with the previous year's Guardians of the Galaxy, where the Power Stone was introduced. This is also possibly tied in with Tony's vision as well, since that includes several Leviathans (which carry Thanos's forces) traveling to Earth.
    • As mentioned above, Tony Stark is Easily Forgiven for his role in creating Ultron. This factors into Civil War, where it's made clear that he harbors intense guilt over the the people who died as a result of the Avengers' battle with Ultron. The brief fight between two groups of Avengers over Vision is also very explicit foreshadowing of the conflict in Civil War
    • The Hulk quits the team in anger and heads off to parts unknown in a stolen Quinjet. This carries over into Thor: Ragnarok.
  • 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 Ulysses Klaue 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 Captain America: The Winter Soldier when the scene was shot, and the production team replaced them with his new costume and wing pack he'd be using in Captain America: Civil War, as that movie was being filmed while Age of Ultron was in post-production.
  • Shadow Archetype: Tony Stark based Ultron on his own personality. But instead of channeling his ego and scientific mind 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 impending relationship, Wanda spends most of Vision's first scene checking out his body, and later spies on him talking with Thor while she and Pietro are gearing up. In the Final Battle, Vision also goes back into the falling Novi Grad to rescue her before Tony and Thor blow it up, and she 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.
    • Vision is effectively naked when he's first brought to life, which Wanda takes notice of.
    • Pietro gets a very short one while gearing up for the Final Battle.
  • 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: Collected in their own subpage for this movie.
  • 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 jabs at her that he's techincally older by twelve minutes.
  • Sinister Surveillance: Ultron can detect any communication from the Avengers, due to his omnipresence in the global computer network.
  • Sink the Lifeboats: One of the Ultron sentries manages to take out one of the booster engines on a lifeboat evacuating Novi Grad residents to the helicarrier, forcing Tony (and later Rhodey) to shore it up.
  • Skewed Priorities: A comedic example. At the film's end, Thor is trying to have a serious discussion with Steve and Tony about the Infinity Stones but the two of them are stuck on a debate about how whether an elevator would be worthy to use Mjölnir. They are just having fun and the conversation turns serious a moment later.
  • Skyward Scream: Wanda lets out a muted scream at the sky amid debris after Pietro dies, vaporizing the Ultron around her.
  • Slasher Smile: Wanda gives one as she and Pietro watch Tony leave Strucker's lab with the scepter in hand.
  • 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 and to the entire plot of Black Panther (2018).
  • 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.
  • Smug Super: Pietro is definitely this, which bites him in the ass on a number occasions, such as the fight on Klaue's ship when he attempts to grab Mjölnir for fun and ends up discovering that it's not an ordinary hammer.
  • Snark-to-Snark Combat: Cap and Strucker.
    Cap: Baron von Strucker, HYDRA's number one thug.
    Strucker: Technically, I'm a thug for S.H.I.E.L.D.
    Cap: Well then technically, you're unemployed.
  • So Last Season: Wanda attempts to Mind Rape Hawkeye, but he won't have any of it; he's not a big fan.
  • Sole Survivor:
    • Wanda and Pietro are the only successful product of HYDRA's human enhancement experiments. Ultron's comments (plus the tie-in episode of Agents of S.H.I.E.L.D. and a flashback in WandaVision) imply a not-insignificant number of casualties.
    • 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 Steve 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.
    • Wanda ends the movie as the only surviving member of her family, due to Pietro dying.
  • 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 JARVIS.
  • So Was X: Stan Lee's answer when Thor says that the Asgardian mead isn't "meant for mortal men".
    Stan Lee: Neither was Omaha Beach, blondie!
  • Spear Carrier: Klaue's mercenary. He's not referred to by his real name once, not even by his boss Klaue and attempts to pull out his gun only for Wanda to overpower him. That's about it.
  • 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, between her brother dying, her shutting down Ultron Prime's body, and her future lover being the one to wipe out the last Ultron drone.
  • 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 déjà 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.
    • At the end of Iron Man 3, Tony destroyed all his Iron Man suits, with the clear implication that he was retiring from the superhero business to focus on his relationship with Pepper. Come the beginning of this one, he's right back with a new suit and a new Iron Legion in tow to help with the HYDRA cleanup. At the end, he seemingly retires again... but as we learn two movies later, it still doesn't stick.
  • 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.
  • "Stop the Hero" Twist: Midway through the film, Cap and the Maximoffs, after having just stopped Ultron from transferring to a new Vibranium body, team up to stop Tony and Bruce from experimenting on the body, as it resembles the initial experiment that created Ultron in the first place. Subverted, though, when Thor shows up: everyone expects him to smash the body, but instead he brings it to life with his lightning, creating the heroic Vision.
  • Straw Nihilist: During Ultron's discussion with Vision at the end, they both agree that humanity is doomed to destroy itself. However, whereas Ultron concludes that humans deserve to go extinct, Vision believes it is better to cherish something no matter how fleeting it may be.
  • 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 know, 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 falls 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.
  • Suicide Attack: At least one of the Ultron Sentries resorts to dive bombing to try and take out Clint and Wanda.
  • Summon Bigger Fish: When the Hulk goes on a rampage thanks to Scarlet Witch driving him mad, Tony calls in the Mark 44 "Veronica", an Iron Man suit even bigger than the Hulk himself (becuase Natasha is incapacitated by Wanda having hexed her). 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.
  • Summon to Hand:
    • During the opening battle, Thor calls Mjölnir back to him, then steps aside so it hits a HYDRA mook behind him.
    • Tony summons part of his armor to his right hand when he prepares to grab the scepter.
    • Steve's new outfit can bring his shield back short distances. During the climax, he does this while it's still embedded in an Ultron sentry. He grabs the shield in mid-flight and sends the drone flying off a cliff.
  • Surprise Vehicle: The "OG" Helicarrier from the first film does this during the finale. Justified in that the "cliff" is the outer perimeter of a Floating Continent that had just exceeded the altitude at which clouds form, so said clouds concealed the million-ton helicarrier from view until Fury revealed it.
  • Survivor Guilt: Wanda'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 Tony 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.
  • Taking the Bullet: Who better to do this than someone who's as fast as one?
  • Talk to the Fist: After a combo attack on Ultron Prime where Tony, Thor and Vision manage to melt the right side of his face, he manages to get out "You know, with the benefit of hindsight..." before Hulk punches him off into the distance.
  • 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 Empath 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 him 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.
  • Teetering on the Edge: The launching of Novi Grad leaves several cars precariously dangling over the edge of broken roads. Steve specifically tries to stop one red convertible, visibly straining to pull it to safety, only to lose his grip when the bumper snaps off sending the car and driver plunging thousands of feet towards the ground. Luckily, Thor is able to catch the car and fly it and its occupant back to solid ground.
  • 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:
    • In a confrontation between the Avengers, Ultron, and the twins, Captain America warns the twins that they can still walk away from the fight. Wanda retorts "Oh, we will." Literally, she doesn't; Hawkeye incapacitates her with an electrified arrow, forcing Quicksilver to carry her away from the fight.
    • 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.
      Ultron: This is the best I can do.
    • Pietro promises 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.
    • Thor boasts that Wanda's Mind Rape won't work on him as he is not as weak-minded as his mortal comrades. He walks straight into Hel. For bonus points, he walks right by her while saying this and the audience is led to think that he successfully no-selled it at first.
  • That Came Out Wrong: A little exchange between Tony and Rhodey:
    Rhodey: Now this will make a great story.
    Tony: Yeah, if you survive it.
    Rhodey: What, you think I can't hold my own?
    Tony: We get through this, I'll hold your own.
    Rhodey: You just had to make it weird.
  • 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 the Space Stone in Captain America: The First Avenger and The Avengers, the Reality Stone in Thor: The Dark World, the Power Stone in 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: Tony creates Ultron in secret because he thinks 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.
  • 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 (where lethal force is used on some of the guards) and on Klaue's ship. 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).
  • Three-Point Landing: Done by Tony in the beginning as he lands in Strucker's fortress to brake to a stop, due to the ground being icy.
  • Tomboy and Girly Girl: There's stoic Action Girl Natasha Romanoff and newcomer Wanda Maximoff the Cute Witch. Natasha is a calm but aggressive hand-to-hand fighter and who dresses in all black and is One of the Guys, while Wanda is more emotional and wears a dress, jewelry and long hair into battle.
  • 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.
  • Trainstopping: The fight on the train as Cap, Wanda, and Pietro fight Ultron culminates in the driver getting killed by a unibeam blast as Ultron tries to shoot Pietro. The train goes off the tracks, and Wanda has to use her telekinesis to brake it to a complete stop.
  • 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 uses her powers to send the Hulk on a destructive rampage through a city, the next time they meet 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 chokehold on her and sounds pissed, but is in no danger of Hulking Out even when she manages to knock him away with her powers.
    • Immediately after Pietro dies, Wanda walks up to an incapacitated Ultron Prime, calmly asks if he knows how she feels, and then rips his metal heart from his chest with a look of pure rage on her face.
  • Transformation Discretion Shot: Unlike the first movie, all of Bruce Banner's transformations into the Hulk happen off-screen. In one notable case right before the climax, Natasha gives Banner the Big Damn Kiss... before pushing him down a shaft, from which he then re-emerges in Hulk form.
  • Tron Lines: Natasha's new outfit has blue accents, accentuating her electrified batons.
  • 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 Vision casually hands Thor Mjölnir, a weapon that can't even be picked up, much less handled, by anyone but the worthy.
  • Tuck and Cover: Clint does this to a little boy to selflessly protect him with his own body when Ultron starts to fire at Sokovia, but Pietro ends up taking the bullets for Hawkeye.
  • 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.
  • Twins Are Special: Subverted. Scarlet Witch and Quicksilver are classified as "enhanced individuals" because of their powers, but their powers are not a product of their twinness (they're the products of individual bioengineering and genetic experimentation) nor are their abilities particularly complementary. When Pietro dies, Wanda does instantly sense it from far away, but a reciprocal psychic link between the two hadn't been established before this point, so it's likely this has more to do with Wanda's individual telepathy than anything else.
  • 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 that he's died.
  • Two-Faced Aside: Baron Strucker gives his troops a Rousing Speech that ends with the declaration, "No surrender!" Immediately afterwards, he turns to his Dragon and says, "I am going to surrender."
  • Two Girls to a Team: After Wanda joins the Avengers, she is the second female Avenger.
  • Undercrank: When Wanda appears after Tony 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.
  • Uncanny Valley:
    • In-Universe. Tony sends in the Iron Legion to help with the local town near Strucker's base; however, the populace are more creeped out by these robots saying, "We're here to help," than the battle and start attacking the drones.
    • As the film progresses, Ultron's forms become increasingly humanlike and emotive, giving off an eerie vibe.
    • Ultron's face, which is all metallic only with red eyes with pupils and emotion, and a movable mouth and a face capable of expression is simply unnerving.
    • Invoked with Vision, who looks like he's made of exposed, raw muscle until he creates a costume. Paul Bettany's face was also purposefully overlaid with CGI to highlight his inhuman nature.
  • Uncertain Doom: Rogers throws a damaged Ultron drone off the rising city with a bit of snark. That drone is the last one to die, killed by Vision as it staggers from the city.
  • Under the Truck: In Seoul, Natasha slides with her bike under the truck where Steve and Ultron are fighting, before tossing Cap his shield that she picked up earlier.
  • Unusually Uninteresting Sight: Pietro 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 (one cop even playing Solitaire on his computer). He has to come back and fire a rifle into the ceiling before they'll move.
  • Unwanted Assistance: In the opening battle, when JARVIS informs Tony that rockets fired by Strucker's men are landing in the city, Tony sends in the Iron Legion to maintain order. The citizens jeer at the drones and one even lobs a cocktail damaging one of their faceplates.
    Iron Legion: This quadrant is unsafe. Please back away. We are here to help.
  • Unwitting Pawn: The Maximoff twins volunteered to be experimented upon by what they thought was SHIELD, so they could protect Sokovia from a military invasion, unaware that HYDRA were the ones responsible for the invasion in the first place.
  • Urban Ruins: Age of Ultron doesn't deviate too far from its predecessor in showcasing this trope. Novi Grad is turned into a flying bomb swarming with Ultron's army of drones.
  • 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 Sokovia.
    • Ultron could have escaped the final battle in the stolen Quinjet, but he insists on doubling back on a dive run to strafe the Avengers with its gatling gun. This culminates in Hulk ripping him from the cockpit, and Wanda ripping his core out as retaliation for Pietro's death.
  • Villain Has a Point:
    • Although he quickly goes off the deep end, during his "The Reason You Suck" Speech early on, Ultron calls out the Avengers for considering themselves to be heroes despite being killers themselves. (Consider that only a few minutes earlier we saw his creator, Iron Man, gun down an unarmed man.)
    • Ultron wants to upgrade humanity, and when that plan gets ruined wants to replace them, because humanity in its present form isn’t prepared for what’s coming. Thanos will prove him right.
  • The Villain Must Be Punished: During the final battle against the mechanical Ultron, both Tony and Vision repeatedly remind their teammates that they have to destroy every Ultron body, not even letting a single one escape. Because even a single Ultron is too dangerous to leave alive (for example, he could still find a way to launch Earth's nuclear missiles and eradicate the human race). Fortunately for the heroes, when one last Ultron robot does manage to sneak away, the robotic Vision knows about it and tracks it down...destroying it and ending the threat once and for all.
  • 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 (Project Insight) 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: Pietro and Wanda temporarily join forces with Ultron, before they both have a Heel–Face Turn.
  • Visual Pun: When Tony Stark first claims the scepter, he makes sure to call one of the Iron Man's suits limbs to cover his arm. i.e. He takes control of it with an iron fist.
  • 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 on Klaue's ship 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, the reason Pietro and Wanda volunteer to undergo experimentation with Loki's scepter is because they believe that their new powers will allow them to crush their oppressors 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: Brought to the team by Scarlet Witch illusions. Tony sees his friends die, Natasha is forced to relive her traumatic training, and Thor witnesses Hell coming to Asgard. Steve's vision can be interpreted as either him having no war to fight, leaving him without purpose, or the idea that he'd always be haunted by the war even if he could get back to Peggy and the 1940s. We never see what she shows to Bruce, but he has enough demons of his own.
  • What Happened to the Mouse?:
  • 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, 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 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 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.
  • Where's the Kaboom?: Clint has a small one during the attack on the HYDRA base. He fires an explosive arrow towards a bunker, ducks behind the tree and pauses for the explosion. After a second, he realises it hasn't worked and tries again, only to find out that it's because Quicksilver has joined the fight.
  • 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. and later Vision.
  • 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 Wanda 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 easily 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 by virtue of having Mjolnir on hand. 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).
    • At the end of the fight between the Hulk and the Hulkbuster, Hulk realizes the horrific destruction he has caused... and his unstoppable rage is replaced with crushing horror and guilt. The distraction gives Tony a brief opportunity for a final sneak attack.
    • Vision gets tossed around by Ultron in their first fight because he's exhausted himself scrubbing Ultron's presence from the internet. After Vision has had some time to recover, he fights much better.
  • World of Snark:
    • As with every other Joss Whedon production, everyone is extremely deadpan and sarcastic. Even Thor gets in on the action.
      Tony: It's biometrics, right? Like a security code? "Whoever is carrying Thor's fingerprints" is, I think, the literal translation.
      Thor: Yes, well, that's a very, very interesting theory. I have a simpler one: [lifts Mjölnir] You're all not worthy.
    • Ultron, who's a Ridiculously Human Robot showing the influence of both Tony Stark and J.A.R.V.I.S. on his programming.
      Ultron: Uuaaarrrgh! Captain America, God's righteous man. Pretending you can live without a war. I can't physically throw up in my mouth, but...
  • "World's Best" Character: When Steve Rogers is being a Shipper on Deck between Bruce Banner and Natasha Romanoff, he calls himself "the world's leading authority on waiting too long":
    Steve Rogers: That's nice.
    Bruce Banner: What... what is?
    Steve: You and Romanoff.
    Bruce: No, we haven't... that wasn't—
    Steve: [chuckling] It's okay. Nobody's breaking any by-laws. It's just she's not the most... open person in the world. But with you, she seems very relaxed.
    Bruce: No, Natasha, she... she likes to flirt.
    Steve: I've seen her flirt. Up close. This ain't that. Look, as maybe the world's leading authority on waiting too long, don't. You both deserve a win.
  • 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 Wanda 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 Brooklyn again since the events of Captain America: The Winter Soldier. Steve makes a joke about the neighborhood (and the rest of New York City as a whole) 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...: Aboard Klaue's ship...
    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 by JARVIS 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 and rips him from the cockpit.
  • You Just Had to Say It: Steve when Thor decides to tempt fate — and gets a swarm of Ultron drones for his trouble. You and your big mouth, Thor.
    Steve: You had to ask.
  • You Killed My Father:
    • The Maximoff twins 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, Tony is never told why they hate him.
    • Wanda gets a "you killed my brother" variant against Ultron.
  • You're Insane!: Wanda tells Ultron, "You're a madman" after learning what his true plan is.
  • 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:

"Fine. I'll do it myself."

Alternative Title(s): The Avengers Age Of Ultron


Strucker "Doesn't" Surrender

After giving a rousing speech to his troops about not surrendering agaisnt the Avengers, Baron Strucker quietly tells his right hand man their plan to surrender.

How well does it match the trope?

5 (14 votes)

Example of:

Main / BastardlySpeech

Media sources: