Thor flies in just as several Avengers are loaded into ambulances. A doctor states that a sever neuro-shock has killed the Beast, Scarlet Witch, and Captain America. They're not sure the state of the Vision. Thor enters the mansion where he encounters Black Panther and Wonder Man who are trying to recharge Iron Man's armor. Black Panther quickly explains that they were first attacked by Hank Pym who thought he was still the Ant Man, and then later by Ultron. Thor pledges to help them seek vengeance.
Hank Pym is slowly waking up to the metallic form of Ultron standing over him. Ultron quickly says that he rescued Ant Man from his enemies and that now he must help save Jan's life by transferring her life-force into a metallic body until her true body can be repaired. Hank agrees to help, but does not know that Ultron has rigged it so that once completed, the process can never be reversed. Hank starts the machine.
Back at the Cheery-O's Dude Ranch, Two-Gun and Hawkeye are playing poker with Mr. Rockwell who is trying to remember a phone message he was supposed to deliver to Hawkeye. Hawkeye tells him not to sweat it and leaves to go help him feed the horses. Just then the phone rings, but Two-Gun shoots it because he doesn't know he's supposed to answer the thing. Thor and Wonder Man are vexed as to why they can't get hold of Hawkeye. "Is he worth all this grief?" asks Wonder Man. Thor says "When thou hast proven thyself a thousandfold thou mayest question the 'worth' of Hawkeye my friend! I will disregard thy careless remark --- this time!"
Iron Man and T'Challa are combing the city searching for some clue as to where Ultron is keeping Hank and Jan. T'Challa recalls the Avenger's history and remembers that Ultron is a mechanized manifestation of the Oedipus complex. The classic literature recalls that Oedipus murdered his father in order to marry his own mother. The pieces are starting to fit!
In Ultron's lab, the transference is reaching a critical phase. The metal woman starts to move! Ultron is practically jumping for joy! Jan starts to regain consciousness and starts to plead when she hears Hank's voice. She feels her life force ebbing away and entering an intricate web of cybernetic circuitry inside a vessel of steel. Jan begins a sentence, but it is the metal body that finishes it. We see a couple of ants on the floor...
Iron Man picks up the Black Panther and they head back to the mansion where Wonder Man is frustrated by waiting. Suddenly a swarm of ants stream in, but instead of attacking, they form the letters "STARK LI" on the floor. Thor and Wonder Man assume that the message must be from Hank Pym, so Thor contacts Iron Man who says that the message can only mean "Stark, Long Island" where Tony Stark owns an aerospace research center that had been abandoned due to budgetary reasons. Iron Man, Black Panther, Wonder Man, and Thor all head for Stark Long Island. Wonder Man is a little concerned because Thor has no qualms about death, but Wonder Man's recovery from his seeming "death" is too recent and this is where he first starts to doubt himself and his abilities.
At the aforementioned abandoned aerospace center, the transference is almost complete. Once complete, Ultron will have no more use for Hank and is contemplating his demise. "Turn, Ultron! Face me!" The Black Panther shouts. Ultron tells him that he is a fool for showing up alone. "He is not alone, monster" as Thor throws his hammer to create an entrance for himself. "Not by a longshot" as Iron Man creates another entrance with his repulsor rays. Wonder Man drops in from the ceiling now making it four! Ultron is amazed to see Wonder Man who should be in a coma after being struck by the encaphalo beam. The Avengers realize that their comrades are NOT dead, merely in comas, but Ultron states that they will indeed die within hours unless the coma effect is reversed. Ultron then lets loose the beam at Thor, but Iron Man intercepts the beam and falls. "He's dead Thor! Just as you would have been!" "Shove it Ultie! This armor's made to take worse than that!" as Iron Man looses the full power of his repulsor rays. This sends Ultron reeling, but it is not nearly enough. Thor and Wonder Man then strike physically, but Ultron sends them both flying. Black Panther goes over to where Hank Pym is still working the transference machine telling him that the pretense can be dropped. Hank turns and states that the process is now on automatic and he is free to help Ultron destroy the Avengers. T'Challa lays him low with a flying kick before Hank can shrink out of sight. It was not Hank that sent the ants.
Wonder Man is still fighting, but he's thinking too much as he fights and this makes him sluggish. He's worried that since Ultron was able to hurt him before, that Ultron could be capable of killing him. "I-I don't want to die again!" Thor's hammer flies out and lands another blow. The two of them press the battle onward. Black Panther and Iron Man are at the controls of the transference machine trying to turn it off. The controls are locked, and Iron Man has an idea how to get Ultron to unlock the controls. He grabs the metal woman and tells Ultron he'll destroy it unless he is given the release code. Ultron tries to bluff, but then gives in. Thus, after he has told them the code, Ultron flies off through the ceiling vowing "You will pay dearly for this 'victory' Avengers".
Black Panther is concerned at the method Iron Man used in their victory. "There is little honor in a victory that is won by..." "Stow it panther! Like you said.. it worked!" They revive Jan and tell her it was a good thing that she was able to send the ants with their message. Jan is bewildered and says that she couldn't send any message because Ultron had taken her cybernetic collar. Hank is still in the throes of madness, and Iron Man promises to study Ultron's machines in order to restore Hank's mind. Thor says: "The riddle remains, tho' WHO summoned us hence?" Black Panther ponders that it would have to be someone sympathetic to Jan's plight and having access to cybernetic circuitry. "Iron Man called Ultron's creation a thing-- that wasn't really Jan... But in her brief, half-living existence, perhaps she was more human, more like Jan than even Ultron suspected!"