The Avengers square off against a group of snake-themed villains called the Serpent Society who have taken hostages in a subway tunnel. They are about to blast them and try to save the civilians when Ant Man shows up and interposes himself between the two sides. He has a personal interest in trying to resolve the situation without violence as the Society were patients of his back in the Big House. Sadly, his attempts at diplomacy end in failure and endanger the Avengers as they try to fight back. The ensuing battle also causes massive amounts of property damage and with Ant Man unwilling to fight, he just gets in the way. Eventually the snakes are taken down but the Avengers call Ant Man out on his actions, which have injured Hawkeye. Pym decides that he can't reconcile the work the team does with his own personal beliefs and resigns.
This upsets Wasp greatly but it is only one of a number of problems the team has to deal with at this point. The Serpent Society claimed to have gotten a message from Madame Viper who, incidentally, is locked up following the takedown of HYDRA Island. Thor is unhappy that he can't get back to Asgard and Stark offers to use his technology to try and find a way to bridge the dimensional gap. Just then, Hulk and Black Panther come back with Red Ghost and his Super Apes in tow. They apparently tried to attack the Fantastic Four using access codes and floor plans for the Baxter Building that they received in an anonymous message. Stark begins analyzing the transmissions and finds out that they came from the Avengers Mansion itself.
By this time it is too late and the true culprit, the last Ultron robot, has already started making its move. It disables Ant Man and Wasp while taking control of Iron Man's armor to fight Thor. Hulk is taken out of the fight when it takes control of a quinjet and sends it flying off and the other Avengers are caught in the training room, which suddenly starts trying to kill them. It turns out Ultron has gone off the deep end, reasoning that peace and order cannot be achieved without eliminating humanity. He was able to rewrite his programming and upgrade his weapons while he manipulated Radioactive Man, the Serpent Society, and the Red Ghost into attacking in order to distract the team. Slowly but surely, the Avengers overcome Ultron's attempts to kill them through strategy and ingenuity (and of course Stuff Blowing Up) and show up to save Wasp but Ultron turns and disintegrates Thor with one blast.
While Stark goes to resuscitate Pym, the rest of the Avengers get pasted by the rogue robot. They are only able to triumph when the Hulk manages to escape from the runaway quinjet and Iron Man returns in his original Mk. I armor. Stark orders every last bit of Ultron technology destroyed but, unbeknownst to anyone, it manages to upload itself into a new body.
The story continues in "The Ultron Imperative"
Tropes:
- Ain't Too Proud to Beg: Thor asks for Tony's help for a way to return to Asgard, after he tried other means. Tony is amused by this humility, but no less agrees.
- And I Must Scream: Ultron takes over Iron Man's armor while Tony is still inside it, and shuts down the armor's audio speakers so he can't speak.
- Armor-Piercing Response: Wasp tries ordering Ultron to release her, but he ignores her. When she asks what Ultron has planned, he goes on at length about needing to eliminate chaos to maintain peace, and what that entails.Ultron: I am not permitted to eliminate you. I am attempting to correct that flaw.
- Big Damn Heroes: Tony arriving in his original suit of armor. Hulk returns soon afterward.
- Big "NO!": Wasp, as Ultron is poised to finish Cap.
- Curb-Stomp Battle: Ultron against Cap, Hawkeye and Black Panther.
- Deus Exit Machina: Both Hulk and Thor could destroy Ultron (as the former does during the climax) much more easily than the others could, so Hulk is sent into space while Thor is presumably vaporized.
- Dynamic Entry: Hulk crashing through the skylight.
- The End... Or Is It?: "Upload complete."
- Everyone Can See It:
- Iron Man reminds Wasp that Hank was only stuck it out this long out of devotion to her.
- While being hectored by Jane about treating his arm, Hawkeye snarks that Thor might need a nurse but says he doesn't.
- Exact Words: Ultron tells a captured Jan that he was programed to not attack her. Unfortunately, the same can't be said for the other Avengers.
- Explain, Explain... Oh, Crap!: Once his armor is back to normal, Iron Man runs a diagnostic and realizes mid-sentence who overrode his control.
- Failed a Spot Check: Ultron became what he is this episode because Hank forgot to reverse reprogram the remaining robots after the Kang invasion. After dealing with this Ultron, Tony orders him to check any remaining Ultron-related hardware and software and destroy it all.
- Foreshadowing:
- Cobra insists that Madame Viper sent the Serpent Society a message. Anyone who saw "Widow's Sting" knows that Cobra is wrong and that something isn't right.
- Thor asks for Iron Man's help in finding a scientific way to return to Asgard.
- From Bad to Worse: After Hulk gets sent away in a quinjet, Black Panther sees the other quinjet moving towards him with weapons activated.
- Gone Horribly Right: Ultron says his purpose is to instill peace and order, and he intends to do that by eliminating humanity.
- Hope Spot: When Hank arrives and uses the shutdown code on Ultron.Ultron: Shutdown code... rejected.
- Irony: Red Ghost was given all the needed codes and schematics to break into the Baxter Building for a devastating assault, only to find the Fantastic Four weren't home. According to Black Panther, he was quite peeved about that.
- Jerkass Has a Point: Wasp argues with Tony that he's not even trying to convince Hank to stay with the team. Tony believes that he has no reason to if Hank feels uncomfortable in continuous fighting rather than relying on pacifism.
- Little "No": Wasp, after finding Hank knocked out in his lab.
- Loophole Abuse: Ultron can't hurt Wasp thanks to his programming. He then states that he can find other means to stop her.
- Make Sure He's Dead: After Ultron is finally powered down, Iron Man tells Hank to destroy every last single piece of hardware and programming to make sure he's gone. Unfortunately, one remaining body is hidden away.
- The Man Behind the Man: Ultron manipulated the Serpent Society and Red Ghost as part of his plans. He also reveals that he was responsible for Radioactive Man's attack in "The Casket of Ancient Winters".
- My God, What Have I Done?: This episode hits Hank pretty hard.Hank Pym: Thor is gone, and I'm the one that gave Ultron the power to do it.
- Not Quite Dead: Thor is seemingly vaporized by Ultron, but he was actually teleported away by the Enchantress.
- O.O.C. Is Serious Business: Thor is still down after having all access to Asgard taken from him. Tony is surprised and amused when Thor held back another argument about human technology causing problems and even ask for his help to get back.
- Poor Communication Kills: Ultron hacks into Tony's armor and makes him fight Thor. Ultron even shuts off the audio speakers to prevent Tony from revealing the truth.
- Properly Paranoid: As the lights start flickering, Black Panther realizes an attack is beginning.
- "The Reason You Suck" Speech:Ultron: My programming has advanced beyond your commands, beyond your weakness.
Ant-Man: Why are you doing this?
Ultron: This is what needs to be done. This is what you could not do. You lack the strength to bring about the perfect world you desire, a world without chaos and violence. - Right Under Their Noses: Ultron was operating this way, keeping the team distracted with various villains while he upgraded himself in the mansion.
- Screw This, I'm Out of Here!: After being berated that his pacifism is pointless against unforgiving villains, Hank decides it is time to leave the Avengers.
- Shut Up, Kirk!:Wasp: This isn't what Hank would want. He programmed you so you couldn't hurt me. Doesn't that tell you anything?
Ultron: Henry Pym is flawed, like all of humanity. You are correct, however. I am not unable to hurt you... yet, but I do not need to hurt you to stop you. - Smite Me, O Mighty Smiter: Tony orders Thor to fire a lightning attack at him so Ultron's interference is shut down, allowing him to reboot his armor.
- Take Me Instead: Hank tries this with Cobra to get him to release his hostages. Cobra instead accuses Hank of being a liar and orders an attack.
- Tempting Fate: Checking the systems after the communications problem, Iron Man says there's just some static and that that's no problem. His armor immediately locks up, and everything else really hits the fan.
- This Is Gonna Suck: After the training room's doors seal them inside, Cap observes they're in big trouble. Hawkeye concurs when the warning announcement isn't done in JARVIS's voice, while Jane asks what was meant about the safety protocols being turned off.
- Villain Ball: When Hank offers to take a civilian's place as a hostage, Cobra flips out and orders a full attack.
- Understatement: After assorted action scenes, Black Panther breaks into the training room to hook up with Cap and Hawkeye.Black Panther: The mansion's computer systems have been compromised.
Hawkeye: No kidding. - We Have the Keys: After Hulk kicks down the doors to deliver the Red Ghost and his apes:Iron Man: Why would you do that? The doors open automatically.
- Wham Line: "I quit."
- Wham Shot:
- Thor is vaporized by one of Ultron's attacks. He is later seen alive and woken up by the Enchantress.
- Wasp turns giant for the first time ever.
- What the Hell, Hero?: Iron Man and Wasp let Hank have it over the opening battle.
- Later, Wasp gives this to the rest of the team for not trying to convince Hank to stay, saying that it's his choice.
