Recap / What If…? S1E8 "What If… Ultron Won?"

"What If… Ultron Won?"

"If a hunger like that were to be unleashed upon the multiverse… even I cannot imagine the horrors that might follow."

Alternate take on: Avengers: Age of Ultron

"We've seen this before, a universe in the final days of destruction. But this particular story… This, this one breaks my heart."

— Uatu

In a timeline where Ultron succeeded in uploading his mind into the body that would have become Vision and gained the power of all six Infinity Stones, he became a force no power in the universe could stop. However, after obtaining a new sense of awareness, Ultron decides to continue his primary goal. Far beyond his universe.

Meanwhile, Clint and Natasha, the last living beings in the universe, travel to Russia for one last bid to stop Ultron.

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"What If… Ultron Won?" contains examples of:

• Achievements in Ignorance: Subverted example, since neither Natasha nor Clint can be expected to know anything about this, but Natasha's call to Avengers Tower only makes sense if the two don't know that Ultron has assembled all six Infinity Stones and decimated the entire universe by this point - otherwise, alerting the hivemind to their location at all would probably just result in Ultron teleporting right to them with the Space Stone and killing them instantly, since with literally everyone else in their universe dead, they'd be Ultron's highest priority for receiving "peace in our time." What they also don't know, however, is that Ultron has left their physical universe by then, meaning that he can't communicate with the hive and thus doesn't end up dealing with the pair himself, giving them the opportunity to upload Zola into a Sentry - the catch being that they'll still need to wait for Ultron to return to their corner of the multiverse for Zola to do his thing.
• Adaptational Badass:
  • Ultron by way of acquiring first Vision's body, and secondly all six Infinity Stones.
  • Second, the stones themselves. In the comics, they only work in their own universe. Here they work just fine in other universes and even within the Watcher's extradimensional realm. Though Word of God states that Ultron is using the stones to enhance himself rather than affect the universe he's in - Ultron himself is obviously from his own universe, and thus can be affected by his own set of Infinity Stones, giving him the capabilities that we see here and in the following episode when he is outside of his universe.
• Adaptational Early Appearance: Thanos arrives on Earth with five of the Infinity Stones way earlier in this universe.
• After the End: The episode starts with Black Widow and Hawkeye in a ruined Moscow, sometime after Ultron launched nukes all over the world and killed most of the population.
• Adapted Out:
  • During the shot where Uatu explains how Vision was created in the Sacred Timeline, Wanda and Pietro Maximoff are notably absent, despite being present during that scene in Age of Ultron. Unless their absence is what led to Ultron gaining the upper hand in the first place…^note This would fit within the timeline of Age of Ultron if Ultron decided to kill the Maximoff twins rather than recruit them - this would've prevented the Hulk's rampage in South Africa, but their absence in Seoul would likely facilitate Ultron being able to upload himself into the cradle sooner without Wanda realizing he's an Omnicidal Maniac and freeing Helen from the Scepter's control. It also explains Ultron's Adaptational Villainy, since even if they weren't quite Morality Pets, the Maximoff twins were humanizing influences for Sacred Timeline Ultron.
  • Falcon and War Machine are also excised from this episode, despite them both appearing in Age of Ultron. The latter in particular was instrumental in stopping Ultron in the climax of the movie, making it odd that he doesn't get so much as a Dead-Hand Shot like the rest of the fallen Avengers.
• All for Nothing: The entire premise of the episode was trying to upload Zola's consciousness into Ultron's hive mind. Thanks to him becoming aware of the multiverse and attacking Uatu in his own dimension, he wasn't in range for the upload to work, making the whole trip, and by extension, Clint's Heroic Sacrifice, meaningless.
• Allohistorical Allusion: In Endgame, Natasha chose to fall to her death to give Clint a chance to save the universe. Here, it's the other way around. As if to highlight this parallel, their mission involves a founding HYDRA member who holds the key to saving the universe.
• Alternate Universe Reed Richards Is Awesome: Steve Rogers is being sworn in as president in one of the universes.
• And Starring: Benedict Cumberbatch as Doctor Strange Supreme. The credit also appears at the beginning of the end credits, instead of at the end of the opening credits with all the other stars' names, to keep the ending a surprise.
• And Then What?: After Ultron finishes nuking the Earth to a cinder, he moves on to the rest of the planets. Once the entire universe is scoured of all life and only Ultron is left, he suffers a breakdown upon realizing there’s nothing more for him to do. Unfortunately, moments later he hears the Watcher and learns of the Multiverse, and thus finds a new purpose in wiping out all life in every timeline.
  Uatu: The realisation nearly broke the machine. With his mission complete, Ultron was just a program without a purpose. The victor without a war, sentenced to spend all of eternity… alone.
  Ultron: Who… Who said that?
  Uatu: Basking in the boundless silence of his universe, Ultron ascended to a previously unattainable level of consciousness. He became aware of another. He became aware… of the…
  Ultron: I see you.
• Answer Cut: After Zola explains that Ultron must be somewhere beyond the limits of their universe, Natasha asks "then where is he?" Cut to Ultron battling Uatu in his trans-dimensional mirror realm.
• Apocalypse How:
  • Ultron unleashes a bunch of them all over the place! First, he inflicts at least a Class 4 on Earth via total nuclear holocaust (probably a Class 5, considering the cause of the apocalypse and the fact we never see a trace of plant or animal life amid the city ruins). Then after Ultron takes his genocidal campaign universal, he inflicts a series of Class X's on multiple familiar worlds — and at one point he even creates a blast of power that seemingly causes a Class X-2 to Xandar's star system — until all sapient life in his universe (possibly even all life of any kind period) is functionally extinct, with only Hawkeye and Black Widow known to survive. And after Ultron escapes into the multiverse, in one universe he seemingly causes a Class X-3 when he chomps down on an entire galaxy.
  • Once Ultron becomes aware of The Multiverse, he intends to repeat the process on all other universes!
• Apocalyptic Montage: Ultron travels throughout the universe destroying several intergalactic worlds shown in the MCU: Asgard, The Sovereign, Ego, Sakaar, and Xandar. All the others were Killed Offscreen.
• An Arm and a Leg: Once Zola possesses an Ultron sentry, Natasha shoots its legs so as to diminish the probability of him betraying them.
• Armor and Magic Don't Mix: Averted. Both Ultron and Uatu form magic suits of armor, though in Ultron’s case it doesn’t seem necessary until he battles Uatu.
• Artificial Limbs: Clint has a cybernetic limb.
• Asshole Victim: Thanos and Ego are quickly dispatched by Ultron but given what they are like nobody will feel too sorry for them.
• Audience Surrogate: While Black Widow and Hawkeye are searching through the archives for a means to defeat Ultron, The Watcher sees that Hawkeye is just a few boxes away from the one containing a file on Arnim Zola which he knows is the only thing that could possibly stop Ultron. Due to his Non-Interference policy; he has little other choice but to just constantly say aloud that the answer they need is right there if only they grab it in that moment.
  The Watcher: The Answer is right there!
• The Backwards Я: The KGB's file on Arnim Zola is labelled "AЯNIM ZOLA".
• The Bad Guy Wins: Exactly What It Says on the Tin. Ultron not only defeats the Avengers, but also wipes out nearly all of humanity on Earth. After killing Thanos and gaining the rest of the Infinity Stones, he then sets his sights on the universe… and beyond.
• Badass Boast: While fighting Ultron, The Watcher claims he cannot alter the natural order of things. Ultron's response?
  Ultron: I am the natural order of things.
• Badass Normal: Hawkeye and Black Widow, the two non-superpowered Avengers, managed to outlast every other being in the Ultron-dominated universe, including living gods like Thanos, Ego, and Captain Marvel. Natasha was also able to use Red Guardian's shield against Ultron's sentries in a way that would make Steve Rogers proud.
• Beneath Notice:
  • Strange Supreme’s universe is an empty void except for the small piece of land that Strange could preserve after what he had done, making it insignificant enough to escape Ultron’s notice and allowing Uatu to hide (and recruit Strange).
  • Inexplicably, Ultron doesn't bother to destroy his original home-Earth beyond reducing it into a near-lifeless ruin.^note One likely explanation is he kept some sentimental feelings towards the Earth where he was created, considering how wildly emotional Ultron shows himself to be.
• Beyond the Impossible: Uatu states that Ultron breaking into his realm shouldn't have been possible.
• The Big Board: Thunderbolt Ross watches all the nuclear launches on this.
• Bloodless Carnage: When Thanos is lasered in half, he doesn't appear to have any internal organs, as if Ultron had sliced through a giant piece of bologna. Possibly justified through the intense amount of heat a laser blast from the Mind Stone must give off, which would cauterize any wounds like a lightsaber.
• Boring, but Practical: Like Thanos in Infinity War, Ultron primarily makes use of the Power and Space Stones during his genocidal campaign, and his main use of the Reality Stone from the few instances he's seen specifically using it is simply to create his army of Sentries. He seems to favor any of these over even the Time Stone, which probably has the most outright potential of any of the Stones.
• The Bus Came Back: Strange Supreme from Episode 4 returns, becoming the first variant of a hero in the series to make another appearance.
• Call-Back:
  • Uatu seeks out Strange Supreme, who was last seen in Episode 4, to help him defeat Ultron. The episode's final shot is also similar, being that it zooms out from Strange Supreme's crystal prison, albeit slightly faster than originally.
  • The scene with Ultron defeating the Avengers is reminiscent of Iron Man's vision in Age of Ultron, including Captain America's shield being shattered, Mjolnir on the ground, Hulk slumped over, and Iron Man being the last one standing (though he is killed soon after).
  • Ultron uses what appear to be nanoparticles to assemble his own "Infinity Gauntlet" after taking the Stones from the Gauntlet that Thanos is wearing, much like his "father" in Endgame.
  • The bunker where Clint and Natasha find Zola is the same one where Tony fights Steve and Bucky after finding out about his parents. They also have to ascend the bunker while a threat is following them, like Steve and Bucky did trying to escape Tony.
  • The scene where Natasha wields Red Guardian's shield against the Ultron drones.
  • Once Infinity Ultron establishes himself in Uatu's domain, he watches the crystalline multiverse with red streaks flaring across it in a manner similar to how his coding was portrayed in Age of Ultron.
  • In order to move Zola's consciousness from the bunker, Clint has to transfer him to one of Ultron's drones, via a special 'hacking arrow' that Hawkeye used in the first Avengers film (while brainwashed).
  • The shot of Ultron knocking The Watcher through his dimension into a universe with the realm shattering like a mirror directly mirrors a shot from Mysterio’s illusion scene in Spider-Man: Far From Home.
  • Another villain wielding Infinity Stones insinuates that he has a strong will to another character wielding magic like in Avengers: Infinity War. The magic wielding character then asserts that his will is stronger than the villain thinks.
• The Cameo: A number of characters that weren't present in Age of Ultron make appearances throughout the episode, including General Ross, Captain Marvel, the Guardians of the Galaxy, Ego, Korg, and the Grandmaster.
• Color-Coded for Your Convenience: The Ultron sentry taken over by Zola has its red glow replaced by the same shade of green as Zola's face monitors.
• Cerebus Call-Back: In Age of Ultron, his rise is treated as having potentially cosmic significance, and prompts Thor to seek out a vision regarding the Infinity Stones. While this seemed potentially hyperbolic at the time, given his defeat, and the warning of the Stones was treated as foreshadowing of Infinity War, this episode highlights that they were both entirely serious and very relevant to the situation at hand.
• Company Cross References: Lucasfilm sure gets a lot of love in this episode:
  • The KGB archives remind Clint of Raiders of the Lost Ark.
  • Clint also makes a reference to the Death Star plans.
  • One of the worlds that Ultron and Uatu land on during their fight looks like the fiery planet Mustafar from Star Wars. The building in the center of the shot closely resembles Darth Vader's fortress.
• Continuity Nod:
  • Ultron's massacre of the Avengers before launching nukes across the world appears to take place in the Nexus, which is where Tony went in Age of Ultron to determine the source of Ultron's difficulties accessing nuclear launch codes.
  • The Infinity Stones are treated much closer to their comic counterparts than the MCU versions. In the MCU, while the Stones have incredible power, it's nearly impossible for anyone to use them directly without that power destroying them in the process (Thanos and The Hulk were the only two to survive wielding all six at once, and even then they were severely injured despite having a mechanical implement to use them). But in the comics, the stones don't usually place any such strain on the user, and they can pretty much do anything they can think of without harming themselves. However, since Ultron is a robot and not a living creature, it's possible that the destructive power of the Stones simply doesn't affect him.
• Continuity Snarl: Given that the episode follows the Sacred Timeline up to Ultron gaining Vision's body, the sequence of events that leads to the other five Infinity Stones winding up in the possession of Thanos raises numerous questions:
  • The Power Stone was in the possession of the Nova Corps on Xandar, but there's no indication that Thanos attacked the planet to retrieve it.
  • The Space Stone was being kept in the vaults on Asgard, yet Asgard is similarly pristine.
  • Thanos has somehow collected the Time Stone before showing up to confront Ultron, which isn't as unreasonable since the Ancient One may have been killed when Ultron nuked the planet.
  • The events of Guardians of the Galaxy Vol. 2 are shown to run concurrently with the episode as the Guardians are shown trying to defend the Sovereign from Ultron's attack, which means that Gamora is still alive and Thanos has not sacrificed her for the Soul Stone, leaving it unclear as to how he could have even found Vormir, much less obtained the stone without the necessary sacrifice.
    • While finding Vormir is still a question, it's possible that he was able to sacrifice Nebula as a substitute.
  • At the end of the last episode, Uatu was caught-off guard by Ultron suddenly appearing in Party Thor's universe, which would suggest those events took place first in Uatu's personal timeline. Yet in this episode, he observes and is shocked by Ultron's rise to a multiversal threat. Either he was aware of Ultron's intrusion first and shouldn't be surprised that this Ultron became a threat, or he should have known of this version of Ultron in the previous episode and shouldn't have been as surprised by his appearance. Or it might be a hint that there are multiple versions of the Watcher.
    • Alternatively, it may be that Uatu, having witnessed this Ultron's appearance in Party Thor's universe, attempted to back-track to determine where he came from and establish his history, only to be taken by surprise when Ultron proved to be aware of his presence.
• Creator Cameo: Many of the files that Natasha and Clint search through bear the names of various crew members who worked on the show and/or other MCU titles.
• Crucified Hero Shot: Uatu does one when forming his magical Instant Armor suit.
• Curb-Stomp Battle:
  • After Ultron lays waste to Earth, Thanos steps out of a portal, no doubt intending to take the mind stone. Ultron bisects him with the mind stone in half a second.
  • Ultron goes on to rampage across the universe, wiping out the Guardians of the Galaxy, Ego the Living Planet, and Captain Marvel. While Captain Marvel lasts longer than the others, it's only because she took Ultron by surprise, and when he finally does fight back, it's still a complete stomp.
• Curb Stomp Cushion: As mentioned above, Captain Marvel is the only one who put up a decent fight against Ultron.
• Death by Cameo: Several characters are only seen for a glimpse before Ultron kills them, including the Avengers, the Guardians of the Galaxy, Ego, Korg, and the Grandmaster.
• Death Seeker: Clint seems to have become one during the struggle against Ultron due to a combination of Heroic Fatigue and depression over the loss of his family. He flat out tells Natasha that his will to live is wearing thin, and later tells her that he's done fighting just before he makes his Heroic Sacrifice.
• Didn't See That Coming: Very few mortals, like Strange Supreme, are aware enough to notice Uatu. So he never expected someone like Ultron to gain enough awareness to actually see him and the multiverse.
• Earth-Shattering Kaboom: Ultron shatters Xandar and some nearby planets while fighting Carol. He also blows up Ego the Living Planet.
• Eiffel Tower Effect: Natasha and Clint land near a ruined Saint Basil's Cathedral at the end of the Action Prologue, meaning they've landed in Moscow, Russia.
• Embarrassing Middle Name: Clint's middle name is Francis, a family name from his mee-maw. Natasha smirks when she learns it.
• Enemy Mine:
  • Clint and Natasha recruit Zola to help them stop Ultron.
  • To the extent that they can be considered enemies, Uatu has to turn to Strange Supreme for help, who's more than a little smug about Uatu breaking his vow. However, the unknown length of time that he's spent in isolation is implied to have mellowed Strange out, putting him closer to the hero that he once was.
• Even Evil Has Standards:
  • Zola refers to both Ultron and Red Skull as "genocidal megalomaniacs".
  • The Grandmaster looks on at the attack on his gladiators with fear and horror as Ultron attacks them.
  • Omnicidal synthezoid he may be, Ultron effectively calls Uatu a voyeuristic pervert with Bystander Syndrome while delivering a "The Reason You Suck" Speech.
• Eviler than Thou: Ultron proves himself to be the most destructive and successful villain of his universe, putting would-be genocidal figures like Thanos and Ego to shame in terms of the scale and execution. As if to drive home the point, Ultron kills both of them with ease.
• Evil Versus Evil: Ultron's campaign puts him on a direct collision course with Thanos and Ego, both of whom he easily defeats.
• Evil Learns of Outside Context: Ending life on Earth causes Ultron to expand his scope to the universe and, when he's done with that, he has an existential crisis until he becomes aware of the multiverse and yet again continues his omnicidal rampage.
• Explain, Explain... Oh, Crap!: After Infinity Ultron achieves his idea of peace, Uatu explains that his possession of all the Infinity Stones allowed him to sense another being… Uatu himself. He doesn’t realize the scale of what he just said until Ultron says that he can see the Watcher, which causes Uatu to freak out.
• Extradimensional Emergency Exit: The Watcher puts up a hell of a fight during their battle across the multiverse, but is ultimately forced to retreat, catapulting himself into another dimension right before Ultron can land the final blow.
• Fake Arm Disarm: Hawkeye's mechanical arm is shot off by Ultron's bots.
• Fantastic Nuke: Ultron develops these to destroy the civilizations of the known universe.
• Fighting Across Time and Space: Ultron and Uatu's fight spans across multiple worlds in the multiverse, to the point where each punch from Ultron takes them to a different world.
• Five-Second Foreshadowing:
  • In the opening battle, Hawkeye performs a number of truly ridiculous archery maneuvers even by his standards, before it's revealed he now has a cybernetic arm allowing him to pull off such feats of speed and accuracy.
  • When Ultron is standing over the universe after his genocide, we get an up-close view of his face as he closes his eyes and contemplates to himself. As soon as the Watcher starts narrating, Ultron opens his eyes and begins to look around. Sure enough, as soon as Uatu finishes talking…
• Foreshadowing: Ultron is shown brooding at Avengers Tower right before Thanos shows up, implying that he's become contemplative about his purpose now that he's achieved "peace in our time" as he knows it, until Thanos appears and indirectly makes Ultron aware that there's a whole universe of people awaiting his genocide. Later resuming this same contemplation with the omniscience granted by wielding all six Infinity Stones ends up having drastic consequences for the multiverse.
  • When Uatu narrates the events of Infinity Ultron's Earth, when describing how Ultron found there was only one solution to bring peace on Earth, Ultron immediately follows with his line, "The elimination of all life!", essentially explaining his own plan and almost as if he's interrupting Uatu to explain it himself and joining Uatu in narrating. While this could have been done for narrative flow, this is the first time in the series this has happened. Also, if you watch closely, Ultron's head turns slowly towards the audience. Come the middle of the episode, Ultron communicates directly with the narrator himself.
• The Fourth Wall Will Not Protect You: In-Universe example. Uatu generally just observes and shouldn't be able to be seen or heard by the worlds that he views (save by Strange Supreme, but that was only due to the Time Stone and the growing power that he stole). But with Ultron wielding all six Infinity Stones, he was practically a cosmic superbeing. Once he succeeded in destroying his universe and things became quiet, he managed to hear Uatu's narration and see him, much to Uatu's shock and horror.
  • It gets worse. For all Uatu's omnipotence within the Void between Worlds, he not only didn't foresee Infinity Ultron's arrival in Party Thor's universe; but when he watched how this all came about he didn't realise the stones allowed Infinity Ultron to perceive him until Ultron turned to look directly at him. And then he does what no other being has ever done before, and invades the void. It's Samara/Sadako all over again!
• Funny Background Event: In the background screen in Times Square of one of the worlds where Ultron and Uatu fight, Steve Rogers can be seen being inaugurated as President of the United States.
• Futuristic Pyramid: One of the universes Ultron and The Watcher fight in has them.
• Gave Up Too Soon: Clint grabs the box containing Zola's file, but gives up before searching through it because of the apparent impossibility of finding something relevant in the massive hard-copy archives, much to Uatu's dismay. Luckily for him and Uatu, Natasha not only talks him out of giving up, but also picks up the box and finds the file herself. She even lampshades how he quit too soon.
  Clint: You found it?! That was my box.
• Godzilla Threshold:
  • Natasha decides that the only way to defeat Ultron is to revive Arnim Zola and upload him into Ultron's hive mind.
  • Three of them practically in a row after Ultron discovers the multiverse: the fact that he's done this pushes Uatu to the brink of breaking his code. And when Ultron finally breaks from his universe to conquer the others, his first act is to attack Uatu himself, forcing the Watcher to break his oath and directly intervene. And, finally, after Uatu is defeated by Ultron he has to turn to Strange Supreme for help, the only being he knows to possess power anywhere near that of Ultron.
• Half the Man He Used to Be: Ultron cuts Thanos in half with a beam from the Mind Stone.
• Heroic Fatigue: Clint is showing a lot of wear and tear, both physical and mental, and is on the verge of completely giving up.
• Heroic Sacrifice: To give Natasha and Zola time to escape the Siberian Bunker, Clint uses an explosive arrow on the Ultron drone horde to destroy both them and himself.
• Hero Killer: Virtually no hero stood a chance against Ultron. He not only killed most of the Avengers in their final battle, he also killed heroes across the cosmos, including the Guardians of the Galaxy and Captain Marvel herself. By the end of the episode, the only hero left in Ultron's universe is Black Widow.
• Homage: Ultron's launching of the world's nuclear weapons mimics the ending of Terminator 3: Rise of the Machines, where the A.I. similarly destroys the the world. Captain Marvel even refers to Ultron as Skynet.
• Hope Spot:
  • Captain Marvel seemed to be able to fend off Ultron, and tries to destroy him in the core of Xandar. But he manages to regain his bearing and destroys her and Xandar's entire solar system in one fell swoop.
  • Uatu desperately hopes from afar that Black Widow and Hawkeye find Zola's file, as it holds the key to stopping Ultron from continuing his omnicidal war across the multiverse. He is relieved when they find it… until Ultron suddenly breaks through the universe barrier, keeping the hive mind well out of reach from Zola to upload his mind into.
• Humans Are Special: Part of Uatu's pleading with Clint to keep going is him saying that he's seen humans rise again across countless universes, and that makes them special in their ability to persevere.
• I Am the Noun:
  Ultron: All those worlds, all that suffering, and you just watched.
  Watcher: I swore an oath. I cannot exert my will on the natural order of things. I cannot intervene.
  Ultron: I am the natural order of things.
• I Can't Believe I'm Saying This: Uatu says this verbatim when coming to ask Strange Supreme for help.
• Instant Armor: Both Ultron and Uatu form armor suits through magic.
• Interactive Narrator: Just like Episode 4, someone actually notices Uatu narrating the story. Unlike Strange Supreme who noticed him and simply begged for his help, Ultron has much more sinister motives in mind with this knowledge.
• Invisibility Cloak: Hawkeye uses one to get the drop on the sentry-drones when they locate his vantage and land nearby.
• Ironic Echo: The Watcher previously refused to help Strange Supreme when the latter begged for help. Now he's forced to ask for his help, which Strange Supreme relishes.
• Joker Immunity: It's revealed that Zola had made several copies of his artificial consciousness, both to help HYDRA operatives across the globe, and to serve as backup in case he is discovered and/or destroyed (like in Captain America: The Winter Soldier). The Zola computer in Siberia is the last one remaining in this timeline, but it indirectly implies that Zola in the Sacred Timeline might have cheated death once again (although that one might've been destroyed in Captain America: Civil War when Zemo went to Siberia).
• Know When to Fold 'Em: Seeing the threat Ultron poses to the Multiverse, Uatu is left with no other choice but to put aside his oath and interfere and most reluctantly, ask Strange Supreme for assistance.
• Kirby Dots: Shows up, along with several other Kirby trademark visual effects, during the Watcher's fight with Ultron.
• Lampshade Hanging: Right after the dialogue draws attention to the blatant facsimile of the warehouse shot from Raiders of the Lost Ark, the camera immediately passes over one of the warehouse lampshades, as if to say, "We know you know we're lampshading this."
• The Last Man Heard a Knock...: Ultron contemplates being the last being in the universe for all eternity before realising The Watcher is watching him and there's a whole multiverse to conquer.
• Last of His Kind:
  • The A.I. Zola in the Siberian HYDRA base is the last one left in the world, as Nat and Clint bring up when they threaten to destroy Zola's mainframe if he refuses to cooperate. Terrified by this prospect, Zola agrees to help them.
  • It's heavily implied that Natasha is the last surviving human after the death of Clint, possibly the last organic sapient being left in her entire universe.
• Let's Get Dangerous!: Uatu summons golden armor to fight Ultron seriously. It's a fairly even fight for the most part, though Ultron does get the better of him by the end.
• Locked Out of the Loop: This iteration of Zola wasn't conscious for the events of Captain America: The Winter Soldier and is thus caught off-guard when both Clint and Nat already know who and what he is.
• Loophole Abuse: According to Word of God, Ultron's Infinity Stones, like a majority of their own alternate universe counterparts, cannot function outside of their native universe. However, Ultron manages to circumvent this because any upgrades and power boosts Ultron performs on his body with the Stones do carry over between universes.
• Luckily, My Shield Will Protect Me:
  • Black Widow wields Red Guardian's shield against Ultron's minions.
  • Uatu forms a shield of energy during his fight with Infinity Ultron.
• Made of Bologna: When Ultron bisects Thanos with a beam from the Mind Stone, Thanos's insides are a uniform red.
• Moral Myopia: Downplayed. Ultron calls out Uatu for watching the suffering in multiple worlds and multiple universes and doing nothing to stop it when he is planning on wiping out all life in said universes. This would initially seem hypocritical on his part, but it makes sense in the context that Ultron's intentions are to bring 'peace in our time' but the very reason why he became an Omnicidal Maniac in the first place is that he sees said life as the ultimate threat to that peace. Uatu was not actively trying to end said suffering according to Ultron's twisted philosophy, so Ultron saw fit to berate him for it, since under said philosophy he holds the moral high ground.
• Moving the Goalposts: Ultron was created to bring "peace in our time", and while this meant protecting the Earth from alien threats, Ultron logiced his way into thinking that the best way of attaining peace would be to eradicate all life on Earth. When Thanos shows up with the other Infinity Stones, he then decides that the best solution in fulfilling his directive is repeating this process onto every other life-bearing planet in the universe. And then he decides to do this to the rest of the multiverse when he notices Uatu. In both times he fulfilled his missions to eradicate life on Earth before meeting Thanos and wiping out the universe before meeting Uatu, he gives a sigh that is both peaceful and forlorn, hinting that he is only doing what he's doing because he wouldn't know what to do with himself if he didn't.
• Musical Nod: Thanos' theme briefly plays when he appears in the episode.
• Mythology Gag:
  • One of the universes that Ultron and the Watcher fight in is a timeline where Steve Rogers became President of the United States of America, which was the premise of What If? Volume #1 Issue #26, and of Ultimate Comics: The Ultimates #15.
  • During his fight with the Watcher, Ultron grows himself so large that he's able to take a bite out of an entire galaxy, an act that would make Galactus proud.
  • Hawkeye and Black Widow are survivors of Ultron's conquest and are seeking a way to shut him down. In the Age of Ultron comic, the two are also among the few survivors and pivotal to finding a way to stop Ultron (though Hawkeye and Black Widow were not paired together, and instead were with Spider-Man and Moon Knight respectively).
  • Arnim Zola takes over the body of an Ultron Sentry, giving us another reference to his robot body from the comics.
  • The armor with multiple eye slits that Ultron wears once he takes all the Infinity Stones, as well as his drone swarm sweeping the universe, looks like when he became the Hive Queen of the Phalanx in the comics including the cape. Fittingly he immediately attacks the Guardians of the Galaxy after adopting this appearance as in the comics, the team formed to stop Ultron during that event.
  • Uatu refers to Ultron's crusade as a "hunger" that threatens the entire multiverse, a description fitting the Hunger Gospel (the zombie virus from Marvel Zombies). And much like the Gospel, Ultron attacks Uatu in his residence and forces him to act.
  • Hawkeye being a weary Handicapped Badass fighting his way through a post-apocalyptic world alongside a fellow survivor up until his demise brings Old Man Hawkeye and his arc in Old Man Logan to mind.
• Neutral No Longer: Once Ultron sets out to destroy the Multiverse, Uatu finally breaks his vow to fight back against him.
• Never My Fault: Averted. While Strange Supreme clearly gets a kick out of Uatu admitting that he has to break his vow of not interfering (considering that Uatu left him to rot in the name of that vow), he still refers to his situation as "a prison of my own making", showing that he recognizes that what happened to him and his universe was his own fault.
• Nice Job Breaking It, Hero: Ultron's conquest of the multiverse started because, like Strange Supreme, he was able to sense the Watcher as he was narrating about him, snapping him out of his existential crisis.
• No-Holds-Barred Beatdown: Infinity Ultron dishes out one of these to Uatu, beating him so hard that every punch causes the two to travel through a different universe.
• Non-Linear Character: The Watcher was surprised by Ultron's sudden arrival in the previous episode, but in this one witnesses his rise to power and eventual intrusion into the multiverse.
• No Water Proofing In The Future: Justified. Clint threatens to destroy Zola by dumping water into the computer housing his consciousness, which here appears to be a fairly standard tower PC that wouldn't be hardened against such hazards.
• Nuke 'em: How does Ultron achieve global peace? He activates every nuke on the planet to wipe out nearly all life.
• Oh, Crap!:
  • Uatu narrates Ultron becoming aware of another presence after wiping out all life in his reality… then realizes that he's talking about himself.
    Uatu: He became aware of another. He became aware…of the…?
    Ultron: I see you.
    (Uatu exclaims, recoiling in shock)
  • Zola loses any composure when his camera spots Clint preparing to dump water on the computer housing his consciousness.
  • Black Widow and Hawkeye have this reaction when Zola's signal fails to stop the Ultron drones.
• Omnicidal Maniac: Ultron succeeds in wiping out the human race on Earth by starting a nuclear holocaust. And when he discovers the other Infinity Stones after killing Thanos, he realizes that he could continue bringing his "peace" to other sapient worlds, and thus engages in a universal genocide that puts Thanos to shame. And when he discovers the multiverse through Uatu's presence, he plans to repeat his murderous campaign across every single universe.
• O.O.C. Is Serious Business:
  • Uatu freaks out upon realizing that Ultron can sense him and will likely destroy the multiverse if he can figure out how. He's so freaked out that he's extremely tempted to intervene so Black Widow and Hawkeye will find the secret to defeating him. When Ultron actually breaks into his realm, Uatu fights him and is ultimately forced to start recruiting allies to stop him, starting with giving Strange Supreme the chance of redeeming himself.
    Uatu: [after Ultron sees and attacks him] I have seen everything that has ever happened. Ever will happen. Ever could happen. And yet… What the hell is this?!
  • On a more minor note, seeing the unflappably goofy and arrogant Grandmaster reduced to a state of utter horror as Ultron destroys Sakaar helps hammer in just how dangerous Ultron has truly become.
• Point of Divergence:
  • The pivotal event in this universe is Ultron succeeding in placing his mind in the Vision's body. As mentioned in Adapted Out, this seems to be a direct result of Ultron deciding not to recruit Wanda and Pietro.
    Uatu: The end of the world began with one man's dream. [Tony Stark: I see a suit of armor around the world.] He saw a world of peace. With the Mind Stone, Tony Stark created Ultron. But Ultron saw only one path to peace. [Ultron: The elimination of all life.] From puppet to puppet master, Ultron required one thing. An organic body to call his own, one that fused the powers of man, machine, and mind into one. In your universe, the Avengers stole the Cradle and used it to create the hero, Vision. But in this universe, Ultron got his wish. With the infinite power of the Mind Stone, Ultron began to lay waste to the planet. But the Age of Ultron was only beginning.
  • With Thor dead, Asgard appears to have avoided the events of Thor: Ragnarok completely. That being said, it still doesn't save Asgard from being destroyed, by Ultron this time instead of Surtur.
  • Thanos's arrival on Earth with all the Infinity Stones except the Mind Stone means that his retrieval of the Stones happens years earlier (or the events of Age of Ultron happen years later), and that Thanos acquires them in much different ways, given what is shown during Ultron's destruction of intergalactic civilizations.
    • Ultron destroys Asgard, where the Tesseract should have been, but there is no sign that Thanos attacked Asgard to retrieve it.
    • When Ultron attacks the Sovereign, he fights the Guardians during their mission at the beginning of Guardians of the Galaxy Vol. 2, which includes Gamora. Thanos had to kidnap Gamora to find the Vormir, then sacrifice her for the Soul Stone. Not to mention, GotG Vol. 2 was supposed to have already happened before the point of divergence anyway, as mentioned below.
    • Ultron destroys Xandar, which Thanos destroyed in the Sacred Timeline to retrieve the Power Stone.
    • And even Earth should’ve felt Thanos’ presence in some form whenever he got the Time Stone, given that it was on Earth the entire time and was guarded by the Masters of the Mystic Arts, unless Thanos picked it up in the brief period between the nukes falling and confronting Ultron for the last stone.
• Poke in the Third Eye: After wiping out all life in the universe with the Infinity Stones (except for two Avengers he missed), Ultron stands alone as Uatu narrates his fate… until he realizes that Ultron can see him through the dimensional threshold and has now become aware of the multiverse.
• Pre-Asskicking One-Liner: Uatu to Ultron after he forms his magic suit of armor, though it’s a pretty evenly matched fight between them.
  Ultron: I will bring peace. It is my purpose. You lack the will to stop me. [Fighting continues, with Uatu pushing back against Ultron's blast and then forming his suit.]
  Uatu: You cannot compute the power of my will.
• Precision F-Strike: In response to Ultron being able to perceive him, Uatu states, "What the hell is this?!"
• Prequel: In a sense. Following on from his surprise reveal in the previous episode, this episode serves to explain how Ultron came to launch his attack on the Multiverse.
• President Superhero: During their Multiverse fight, Uatu and Ultron arrive in a world where Steve Rogers is being inaugurated as President of the United States.
• "Ray of Hope" Ending: For a given definition of "hope". Ultron's rampage going multiversal, and threatening the Watcher in his own realm leads to Uatu deciding that the situation crosses the Godzilla Threshold, and returning to Strange Supreme's almost-collapsed remnant universe to seek the sorcerer's help in defeating Ultron. Moreover, there are still heroes to be mobilized from surviving alternate universes who could help take down Ultron.
• The Reveal: Infinity Ultron's appearance at the end of the previous episode wasn't an unforeseen consequence of Loki not being adopted by Odin, but rather an intrusion from another timeline altogether.
• Self-Deprecation: This episode takes a rather humorous jab at the MCU's tendency to interject jokes and quips into tense, depressing, or otherwise inappropriate situations.
  Natasha: Clint? Clint? [gesturing towards her newly-acquired shield] Is this my color?
  Clint: [flatly] Come on. Don't try to make this fun, Nat. My will-to-live meter is flatlining, okay?
• Sequel Hook: Infinity Ultron is threatening the Multiverse, leaving Uatu no choice but to ask Strange Supreme for his help, leading to the events of the season finale.
• Series Continuity Error: The events of Age of Ultron and Guardians of the Galaxy Vol. 2 are seen taking place subsequently, with the Guardians fighting on the Sovereign like in the later movie and Ego still alive. However, the former takes place in 2015 while the latter took place the previous year. Though this may be justified due to the deviations caused within The Multiverse.
• Shout-Out:
  • Carol calls Ultron "SkyNet". She then snarks "I've seen the killer robot movie, and I don't think it needs a sequel", which could also be read as a jab to the Terminator franchise's infamous case of Sequelitis after the second movie. The scene where Ultron launches Earth's nukes also parallels a similar scene from Terminator 3: Rise of the Machines.
  • The simultaneous worldwide nuclear launch additionally mirrors such a scene from X-Men: Apocalypse, although in that case, the missiles and warheads remain in orbit rather than initiate a nuclear holocaust.
  • The destruction of Asgard is done very similarly to the destruction of Los Angeles, New York, and Washington in Independence Day, with Ultron's sphere firing a laser at the Royal Palace until the entire realm is destroyed.
  • Natasha's amusement at finding out that Clint's middle name is Francis seems reminiscent of a certain other Marvel franchise. (It's probably not a coincidence that their actors used to be married.)
    • The scene could also be taken as a nod to the animated film, Next Avengers: Heroes of Tomorrow in which the titular Next Avengers react with humor to the discovery that Sixth Ranger Hawkeye's real name is Francis ^note Like this episode, the film takes place in a post apocalyptic setting where Ultron killed the Avengers and took over the world. Futhermore, like the MCU, the film attributes Ultron's creation to Tony Stark, not Hank Pym.
  • When Ultron breaks into Uatu's realm and attacks him, they end up on a planet in an unspecified universe. The planet bears an uncanny resemblance to some of the planets that appeared in Star Wars: The Clone Wars, particularly the setting of "Ambush", the very first episode in the series.
  • Many of the shots of Ultron's sentries being deployed, or hovering, or attacking en-masse, are somewhat reminiscent of similar shots of the Sentinels in X-Men: Days of Future Past.
• Small Role, Big Impact: Thanos only appears briefly to try to steal the Mind Stone from Ultron before the latter effortlessly kills him and takes the other five Infinity Stones, leading to Ultron beginning his attack on the rest of the universe.
• Stupid Sacrifice: Hawkeye sacrifices himself so that Natasha and Zola can escape, but it's not clear that he needed to do this for them to escape. Hawkeye is more suffering from Heroic Fatigue, motivated by his depression over his family's death.
• Take That!: When Carol fights Ultron, she refers to him as 'Skynet' and quips that she has seen "the killer robot movie" before saying that it doesn't need a sequel.
• Theme Music Power-Up: A heroic version of the main theme plays when Uatu starts fighting back against Ultron and summons his Instant Armor.
• This Cannot Be!: Uatu is caught completely off-guard when Ultron breaks into his realm.
• Three-Point Landing: Nat does her Signature Move twice: fighting Ultron’s bots at the beginning of the episode, and then when jumping away from the exploding Ultron bots in Siberia.
• Throwing Your Shield Always Works: Natasha successfully uses Red Guardian's shield against some of Ultron's sentries.
• Time-Passes Montage: Natasha and Clint's search through the archives.
• Truer to the Text: This episode is a more serious adaptation of Age of Ultron than the movie, which only shared a title^note Though it's important to note that the two works sharing a title is actually a coincidence, as they were both being written around the same time. Ultron in particular has foregone any well-intentioned delusions in favor of a cold, calculating desire to wipe out all life in the universe and later the multiverse, like his comic book counterpart.
• Turned Against Their Masters: The Point of Divergence flashback shows Ultron successfully killing Tony Stark, one of his creators. It can be implied he killed Banner too because he successfully defeated Hulk too in the same scene.
• Unwitting Instigator of Doom: Uatu prattling on about Ultron's accomplishments, feelings, and thoughts after he destroys his universe causes the android to become aware of both the Watcher and the multiverse at large. This allows him to set his sights on a new goal, with the intention of destroying everything in every reality.
• Victory Is Boring: Once Ultron has destroyed all civilizations in the universe, he no longer has a purpose. That is, until he hears Uatu speaking…
• Villain Has a Point: Even if the Watcher swore an oath not to interfere with any of the alternate realities, Ultron is not wrong about how he has so much power and sees all those worlds suffering, but he does nothing but watch events play out instead of trying to help. Plus… simply watching many a universe is considered pretty creepy.
• Villain Killer: In addition to killing the heroes, Ultron has killed many villains in his murderous campaign for peace. Thanos, the Grandmaster, and Ego are shown to fall to the android's might. By the end of the episode, Arnim Zola is the only supervillain left to challenge Ultron.
• Villain Respect: During their fight in the core of Xandar, Ultron tells Captain Marvel that she has spirit. This doesn't stop him from proceeding to effortlessly vaporize her along with the entire planet.
• Villainous BSoD: Ultron falls into one after wiping out the universe, as it hits him that he has nothing left to do after successfully annihilating the universe; he almost seems sad. Unfortunately, it doesn't last.
  Uatu: The realization nearly broke the machine.
• Vocal Evolution: Ross Marquand’s take on Ultron is a lot less deep and raspy than James Spader’s and is more youthful sounding, veering into Soft-Spoken Sadist and Cold Ham. However, in the beginning, when Ultron is speaking through his original android body, Marquand’s voice is close to Spader’s take on Ultron and when he successfully inhabits Vision’s body, his voice becomes a lot less deep, implying that this was an intentional decision by Marquand or the voice director.
• Wham Episode: From a bleak post-apocalypse mission for hope, into a surprise Continuity Creep where the last two episodes of the season actually are a Story Arc about stopping the Big Bad!
• Wham Line: Much like in episode 4, Uatu is narrating in the background when suddenly…
  Ultron: Who, who said that? [turns around looking directly at Uatu] I see you.
• Wham Shot: While Uatu is narrating what happened after Ultron completed his mission. Ultron opens his eyes while Uatu is speaking and starts looking around. Ultron can hear him.
• What the Hell, Hero?: During their fight, Ultron calls out Uatu for being a passive observer of countless atrocities across the Multiverse:
  Ultron: All those worlds, all that suffering, and you just watched.
• Where Does He Get All Those Wonderful Toys?: Even after the apocalypse, Hawkeye still has arrows that are equipped with force fields and others that have the tech necessary to upload the Zola program and then download it into an Ultron bot.
• Who's Laughing Now?: Strange Supreme's reaction to Uatu hiding out in his destroyed universe. Uatu refused to break his oath to save Strange Supreme's universe. Strange managed to find some glee in his current state now that Uatu must interfere to save the entire multiverse.
• Wizard Duel: The fight between Uatu and Ultron is an epic battle of space magic vs. space Magitek that ultimately spans across the Multiverse.
• The Worf Effect: Ultron shows off just how powerful his Infinity Vision form is by killing the most powerful characters in the universe, including Thanos (who has five Infinity Stones), the celestial Ego, and Captain Marvel, and then moves up to the Watcher, fighting him as an equal and eventually prevailing.
• Worf Had the Flu: Bryan Andrews stated that Thanos’s death wasn't due to Ultron's power, but rather due to this alternate Thanos being far more overconfident and prideful than his Sacred Timeline counterpart, and thus let his guard down. He also implied that it's very possible timelines exist where Thanos wasn't overconfident and killed Ultron.
• You Can See Me?: The Watcher is horrified to realize that Ultron's power has grown to the point that he is aware of the Watcher's presence.

---

Uatu: I'm out of options. That thing has left me no choice.
Strange Supreme: Been there. Been living the dream alone in a prison of my own making ever since. Are you ready to break your oath?
Uatu: You want me to say it?
Strange Supreme: Oh, yeah. Oh, yeah. I wanna hear you say it.
Uatu: Okay. I can't believe I'm about to say this. I see now. I need your help.