Slorenia, the only sound, the only movement in the devestated country is that of UN troops, moving from building to ruined building – rooting out and destroying the nests of Ultron's necro-cyborgs as they encounter them. No birds sing. No rats scuttle. Nothing else breathes. Except in the catacombs below the city. Five Avengers accompanied these troops here, to avenge a murdered nation and to rescue their kidnapped comrades. They encountered Ultron, in the shattered husk of the former capital city of Tblunka. Encountered him – and in pitched and desperate battle, managed to defeat him. But then, without warning, another Ultron appeared. And another.
'Move, Avengers – move!' Iron Man a.k.a. Tony Stark orders his teammates. Angelica “Firestar” Jones unleashes some microwave energy and announces that she will lay down a cover-barrage, and tells the Black Panther a.k.a. T'Challa to get to safety. 'Thank you' the Wakandan King calls out as he leaps to safety. Thor swings his hammer about and tells everyone to get behind him. 'The God of Thunder shall hold back our foe!' he booms, before asking Captain America a.k.a. Steve Rogers if he is unharmed. Cap's photon shield deflects a blast fired by one of the many Ultrons surrounding the Avengers, and Cap calls back that he is fine, before telling everyone to get back, as Thor has bought them some breathing space. But then, 'It may not be enough' Cap admits, as hundreds of the fierce and deadly robot swarm in around the heroes in spectacular display.
Avengers Mansion, in New York, seven time zones earlier:
It is one in the morning, and in the bedroom reserved for the Avengers' butler, Edwin Jarvis, the loyal servant wakes to the priority alert alarm, which announces that a level A-16, as Alkhema-2 has escaped from federal incarceration at Raphine Base, with extreme loss of life. The priority requests the Avengers' assistance.
Jarvis knows Alkhema is Ultron's twisted “bride”, and how the Avengers captured her. 'And now she's free again?' he wonders, before remembering that the computers don't transmit incoming alerts to his room unless there is no one else in the Mansion. 'And that's impossible' Jarvis thinks as he puts his robe on and rushes down a corridor, telling himself that Justice has been confined to the Mansion due to his broken leg, and has been spending his time in the Records Room researching Ultron.
'Justice? Sir?' Jarvis calls out as he enters to find the room abandoned. Jarvis sees that Justice did not even touch the tea he brought him when he was looking over records of a recent battle, when the Avengers uncovered an AIM base beneath a warehouse in the Bronx. 'But now – a police impound list? Why would that make him bolt from the Mansion like this against medical advice? And where is he going?' Jarvis wonders as he looks at the impound list on the monitor, depicting images of Lord Templar, an AIM operative and the Doomsday Man.
Meanwhile, in Ultron's lair, deep beneath the ruins of the Slorenian Parliament Building, the android Avenger called the Vision is strapped to a table, with a scanner over his head, Ultron stands nearby and looks at a monitor and tells the Vision to relax, as he examines what is displayed on the monitor. Ultron assures the Vision that he cannot escape, and explains that the shackles restraining him nullify his powers of intangibility. Ultron tells the Vision to be content in the knowledge that he will live on, once Ultron has scoured the Earth of biological life, live one as one of the seeds of a purer race, as he combines and recombines the Vision's brain patterns with those of the rest of his “family”, and use them as the basis of a new, robotic race – his race, his progeny.
Ultron looks curious, 'Hmm. What's this?' he asks as he looks at the monitor and announces that the Vision's engram recording is complete, but that like Wonder Man's, it has changed since Ultron used Wonder Man's patterns to create the Vision's mind. Ultron decides that it seems life experience has modified them both, evolving them in different directions from an identical starting point. The Vision makes no answer, indeed in Ultron's cerebral scanning field, he cannot.
But nearby, in another part of Ultron's lair: 'How – how could I do such a thing? How could I even think it -' Hank Pym a.k.a. Goliath asks, wearily, chained inside a stasis tube. To one side of him as Simon “Wonder Man” Williams and the unconscious Wanda Maximoff a.k.a. Scarlet Witch. To the other side are Janet van Dyne a.k.a. the Wasp, and Eric Williams a.k.a. the Grim Reaper. 'Hank, stop!' Jan tells her lover. 'You've got to stop tormenting yourself over this! When you created Ultron you couldn't know what he'd become!' she exclaims. 'You're not responsible for what he does' Jan adds. But Hank tells her that he is, and he always has been. 'Never told you – never told anyone – but when I created Ultron-1, I needed brain-patterns to base his mind on – and what I used – we're my own' Hank reveals to a wide-eyed, horrified Jan.
'Excellent' Ultron declares as he places a green disc that resembles his own face into a panel where five others are – one each for Hank, Jan, Wanda, Simon and the Vision. 'One to go' he declares, a space reserved for the Grim Reaper's brain patterns.
'Nothing to say to that, Jan? There really isn't anything you could say, is there?' Hank remarks. 'Ultron is me. That's my mind – stripped of conscience, or morality – but my mind. It's what I must be, what I must think – somewhere deep inside'. Tears form in Jan's eyes as she thinks 'Oh my God. This is what he's been living with all those years? This is what he found out – right before his breakdown – right before he became Yellowjacket for the first time in his life? The guilt, the shame, the self-recrimination – no wonder he couldn't live with it – no wonder he broke -'. And as Jan's heart goes out to the man she has loved so long...
...'Fall, vile creature! Thou shalt do battle – NO MORE!' booms Thor as he smashes one of the Ultrons into scrap metal by hurtling his trusty hammer through it. The Avengers have found renewed energy, as Cap tells Iron Man that he was right – they are not all adamantium. 'They couldn't be, Cap! I don't think there's enough true adamantium in the world to build this many Ultrons!' Iron Man replies as he fires a repulsor blast at several Ultrons, and announces that according to his scans, most of them are titanium steel, plenty tough as far as it goes, but the Avengers can handle them, while the rest are secondary adamantium, which Thor can smash if he goes all-out. Her costume basically torn to shreds, and the circuitry-suit she wears to help protect her from her powers damaged, Firestar creates a surge of microwave energy and asks 'So we're facing hundreds, maybe thousands of deadly robots – and we've got a chance of survival as long as Thor doesn't get tired? That makes me feel so much better...'
The Black Panther slices one of the Ultrons open and tells Fireststar not to despair, as the Avengers have a way of winning through. T'Challa tells himself that was unnecessary advice, and remembers that Captain America said Firestar's power is enough to threaten her health, her life, and only the circuitry-suit she wears protects her from it. He notes that even with the suit damaged, maybe non-functional, she still fights on, with the spirit of a true Avenger.
Cap transforms his photon shield into a spear and shoves it through one of the Ultrons, pointing out that if even only one of every ten of these monsters is secondary adamantium, that is still too many, even for Thor. 'It took all of us to destroy just one of them! Thor's unimaginably powerful – but even he can't fight forever!' Cap declares. Rumaging through the remains of one of the Ultrons, Iron Man announces that he may be able to do something about that. He states that the only thing that can reshape adamantium is a molecular rearranger, and each adamantium Ultron has one built in, like this one Thor has just destroyed.
Picking the molecular rearranger up, Iron Man explains that every one of them is keyed to a batch of adamantium at the time of manufacture, and won't work on any other. He tinkers with the cables and wires, and holds the device up, it glows with green energy as Iron Man declares that if he can supercharge this one, push it past its tolerances, then maybe he can give Thor a helping hand! The Avengers gather behind Iron Man as he unleashes the energy from the molecular rearranger, which pours out in a green wave, washing across the Ultrons and knocking them back. 'Zounds!' Thor gasps.
And, in Ultron's lair, the villain places Eric Williams back into his stasis tube and announces that it is done. He points out that the Grim Reaper does not seem to have weathered the process as well as the rest of them, not that it matters. 'For I no longer need -' Ultron begins, before Wonder Man interrupts him: 'That's my brother you're hanging back up like a piece of meat, Ultron! You better not have harmed him, or I'll -' Wonder Man threatens Ultron, as the Vision remarks that he is his brother, too, after a fashion, and tells Wonder Man that is neither here nor there at the moment. 'This is madness, Ultron and I cannot allow it – to continue!' the Vision declares as he suddenly phases out of the stasis tube. 'Eh? The Vision – free? But the damping-units should have -' Utron begins as the Vision walks towards him, '-prevented me from altering my density? They did – until just now' the Vision declares, explaining that he has redesigned himself somewhat since they last met, and he now has the ability to interface remotely with computer systems. He remarks that Ultron has very tight security, but he spent his time working through it, gaining enough control to deactivate Ultron's power-nullifying shackles.
'How methodical of you, Vision' Ultron replies, clenching a fist. 'So – does this mean we fight one another?' Ultron asks. 'Not unless you wish it, Ultron. For my part – I only want to talk' the Vision explains. Ultron pauses a moment, as if to consider, then nods. Standing close to Ultron, the Vision tells him that he understands how Ultron feels, because in the final analysis, they are much the same. 'Thinking, reasoning, feeling beings, trapped in mechanical bodies – forever different, forever removed from the rest of sentient life'. Looking at the Scarlet Witch, whose head remains slumped forward in the stasis tube, the Vision adds that he has had reason to think on that extensively, recently, for he has been angry lately – angry and hurt. The Vision adds that he has had to realize that if you love someone, you cannot simply choose to turn it off – even if it hurts. 'Love -?' Ultron starts to say. 'The love, the pain – it's still there, no matter how deep you try to bury it' the Vision explains. 'Huh? He's -' Wonder Man exclaims. 'He's talking about...' Wanda utters wearily as she opens her eyes and looks up.
'I know the depth of your pain, Ultron. Your loneliness, your anger at being created – without a purpose, without a place in the world. But you need not be alone' the Vision states, extending a hand to Ultron, he announces that he will make Ultron an offer – to forget this destructive mania, this insane vendetta, and the two fo them can find a place in the world. 'Our place in the world – together' the Vision offers. 'You mean that? After all I've done, you'd do that for me?' Ultron asks.
'For mankind! For Midgard! Fight on, Avengers – offer them no mercy, no respite!' Thor shouts as his hammer swings through several Ultrons at once. 'Though they come at us by the thousands, the millions, still shall we prevail!' Thor boasts.
Iron Man releases another blast from one of the molecular rearrangers and tells Thor that his sentiments are admirable, but more poetry than truth, he fears. 'You'll last longer than the rest of us... but we've been fighting for hours now... and even you're starting to slow down' Iron Man adds, before realizing that he is dangerously low on power. 'I hate to say it... but this molecular rearranger is shot. Never was meant to work this way anyway' Iron Man announces, explaining that it is just burned out, and it probably wouldn't have worked on true adamantium anyway. Firestar tells him that it doesn't matter, and points out that he and Thor have cleared a path for the rest of them. 'And that gives us a chance!' Cap declares, pointing to a clear path into another part of the lair, he reminds the others that the Panther said Ultron and the other Avengers were this way. 'To take a deep breath, Shellhead – and let's move!' Cap exclaims.
'Yes, Ultron. You created me. In many ways, you are my father. If I can help you – heal you – it is nothing less than my duty' the Vision declares. 'Then – what can I say, but -' Ultron starts to reply, as he extends his arm and reaches his hand towards the Visions, but instead of taking the Vision's hand, Ultron fires two blasts of powerful energy, knocking the Vision backwards across the lair. 'You're a greater fool than I ever imagined! You're soft, pathetic – if you thought such a sentimental ploy would work!' Ultron declares.
The Vision looks up from the floor where he has landed and tells Ultron that he did not expect it to work, but assures him he spoke the truth, and had to give Ultron the opportunity to accept. 'Besides, I needed the time' the Vision adds. 'Time?' Ultron asks. 'Yes- have been continuing to infiltrate your computer systems as we talked' the Vision reveals, and points out that he managed to deactivate the electrical jolts that were keeping the Scarlet Witch unconscious, and to disable the shackle holding the Grim Reaper, who has wisely been feigning helplessness all this time. 'Eh?' Ultron mutters, turning to see the Grim Reaper free from his cell, and holding a weapon in his hand. 'That's right, Rustbucket. And maybe I never ran Williams Innovations, the way my kid brother did, but I've been around manufacturing plants enough to recognize a laser torch when I see one – and no what to do with it!' the Grim Reaper declares, as he fires the torch – not at Ultron, but at the stasis tubes holding the Avengers captive.
'NO!' Ultron cries out as the four Avengers are suddenly freed. 'Awright!' Wonder Man exclaims, before shifting to his ionic form, he picks up the Scarlet Witch and flies towards Ultron, telling him that it looks like things aren't going quite as smoothly as planned. 'Bah! This means nothing to me!' Ultron retorts, and as Hank increases his size to Golaith, the Wasp shrinks down and flies towards Ultron, blasting him with her wasp's sting, Wasp tells Wonder Man not to talk at Ultron, and instructs him to get the Scarlet Witch somewhere she can catch her breath and clear her head – and then hit Ultron. Ultron clenches his fists and energy glows around them, as he reminds the Avengers that he has their engrams now, and therefore has no more need of them. 'You were to die anyway – and now you will simply die all the – sooner?' Ultron asks, stepping towards the Avengers, he suddenly stops in his tracks, as there is a loud KSSSSSSHHHH, then suddenly, part of his lair collapses inwards – as Thor, Cap, Iron Man, Firestar and the Black Panther have arrived! 'Ultron. We would have words with thee' Thor declares. Ultron's eyes flash red, 'You want to die now, too, Thor? All of you? Then come on!' Ultron exclaims. And, above the ruins of Slorenia, an Avengers Quinjet has arrived.
But even if the Avengers had been fresh and rested, they still wouldn't have had a chance. And they know it. 'Iron Man – don't close with him! Not in the shape you’re in!' Cap calls out as Ultron fires a blast of energy, knocking Cap aside. 'CAP!' Goliath calla out, while Thor's hammer strikes Ultron, and bounces off of him.
Ultron reaches back around and grabs Iron Man, tossing him casually into Thor. Firestar suggests that she could melt the floor, delay Ultron by drowning him in molten metal. She pours her microwave energy into the Avengers' foe, but Ultron rips up the ground and sends shards of the floor flying into Wonder Man and Firestar, knocking them back. 'Never, girl! NEVER!' Ultron roars. The Avengers' only hope lies with Wanda, for her to recover and use her chaos-magic on his molecular rearranger. Unfortunately, it doesn't look like the Avengers are going to last that long.
Nearby, the Grim Reaper watches from a platform, 'Hmph. Looks like Earth's Mightiest are going down. Ah well – maybe the Fantastic Four'll stop him' Eric decides. The Vision gets to his feet and thanks Eric for his assistance. 'If you have any insights – any thought on how Ultron might be held in check -' the Vision begins, to which Eric scowls and tells the android Avenger that it is nice to see he is up and around. 'But I didn't do it because I like the Avengers. I did it because I want to live'. Eric warns the Vision not to try any of that mushy brotherhood stuff on him, as he has had a bellyful of it, and it never got him anywhere. 'From now on – the Grim Reaper looks out for number one!' And with that, Eric Williams runs from the lair.
Ultron grabs the Black Panther and suggests they try a test. 'Your new hi-tech vibranium-weave suit – against a double barrelled laser-channelled plasma-blast? Which do you think will win out?' Ultron asks. 'No, Ultron. I said I will not allow this – and I won't. Release him – and deal with me!' the Vision calls out, before asking Ultron to tell him why this new life he intends to create will not oppose him. The Vision then blasts Ultron with his powerful solar eye beams. Ultron drops the Black Panther and turns to the Vision: 'Anything to delay me, eh, Vision?' he asks. 'Solar blasts or intellectual argument, whichever will work better? But none of it will!' Ultron declares, adding that unlike some of the Avengers, the Vision has not been immunized to his encephalo-ray, which makes him nothing but a gnat to be swatted! Energy is then sent forth from Ultron's head, striking the Vision.
The Scarlet Witch stands nearby, 'They're sacrificing themselves – just to buy me time!' She cannot stand very well, but knows that she has to act, has to feel her way past Ultron's deenses with her hex power. Pink energy reaches out from Wanda's hands and surrounds Ultron. 'Eh? The mutant witch -' he begins. 'Got to – no – no, please -' Wanda thinks to herself, as she falters, stumbles, and far from buckling under the mystic pressure, Ultron suddenly laughs, glowing with power. Goliath reaches out to Wanda and asks her what happened. Collapsing to the ground, Wanda explains that she couldn't control it, that the hex went awry, and instead of crippling Ultron, she boosted his power pack beyond maximum efficiency. 'I'm – I'm sorry' Wand utters. 'But I just made him more powerful than ever...'
Thor has recovered and leaps at Ultron, slamming his hammer into Ultron's face. 'Fall, thou machine infernal!' Thor exclaims. 'Though your shell be hard – still, it hath been made by man! And against a god, surely thou wilt break – thou wilt shatter! By the power of my hammer, I -' Thor begins, but Ultron grabs Thor's hammer, 'Oh, I don't think so, Thor' he tells the Norsge god. Red energy radiates around Ultron, who still holds onto the hammer, though Thor has his hands on it, too. 'You've always annoyed me, you know, with your claims of godhood and pretensions to mythology – you're an insult to science – and with the power at my command now, I'll bet I can flay the flesh from even your bones!' Ultron boasts. 'ARRH! Do... your worst, monster! The Son of Odin... doth not yield!' Thor shouts, standing his ground. Suddenly, 'Let him go, Ultron! I created you – and I'll be the one to stop you!' Goliath declares as he slams his fists down onto Ultron. 'Are you still here, father?' Ultron asks, before pointing out that Goliath has fulfilled his purpose. 'You created me. Not go away and rot somewhere' Ultron tells Pym, swatting him away with ease.
Goliath falls back, while Firestar and the Wasp fly towards Ultron, as do Wonder Man and Iron Man. 'Wonder Man – look out! His encephalo-beam can affect you! Let me -' Firestar calls out, while Goliath rubs his head, 'He just – just tossed me aside – like I was nothing! Like he's the true mind – and I'm just the chrysalis – like I'm obsolete!' Hank thinks to himself, when suddenly, he sees something coming down one of the tunnels leading into the lair. 'Giant-Man! Thank God I made it! I only hope I'm in time!' Vance “Justice” Astrovik calls out as he telekinetically carries two tubes into the lair. 'What – what is -?' Goliath asks. Justice reveals that it is Antarctic vibranium, the anti-metal. He adds that it was confiscated from AIM, and it emits a vibratory field, dissolving all metal that it hits. Justice reports that he checked the records, triple-checked them – it has never been tried against adamantium. 'I don't know if it'll work, but -' Justice begins, as Hank takes the tubes, wide-eyed, 'Just give it here, Justice. And... good work' he declares.
Ultron continues to last out at Iron Man, Thor, Wonder Man and Firestar, as the crack of epoxy seals breaking as Goliath pops the cannisters open goes unnoticed by Ultron, as does the low hum of vibranium coming into contact with the air. Suddenly, 'Hey, “Son” - I've got a present for you!' Goliath shouts as he slams his fist, which clenches the Antarctic vibranium, against Ultron. 'What effrontery is th-?' Ultron asks as he falls backwards. Goliath looms over Ultron, holding him down with one hand, while the other, clenching the anti-metal with the other, the enraged Goliath tells Ultron that it doesn't ffeel so good, does it. 'Doesn't feel good at all, I'll bet' he declares. 'The vibrations – are they getting to you? Can you feel them in the pit of your inter-thoracic furnace?' Goliath asks. 'Bah! I'll kill you!' is all Ultron replies as the Antarctic vibranium radiates out into the lair, washing over the Avengers. Cap watches as his photonic shield vanishes. 'The generator that protects it – dissolving!' he exclaims. 'My bracelets!' Wanda gasps as her jewelry disappears. Firestar falls back as her bio—suit is eaten away, while the Black Panther leaps at Iron Man and pushes him down. 'You've got gto get behind concrete – out of the effect field!' he exclaims.
'Well, good!' Goliath tells Ultron as he continues to pummel his nemesis. The vibranium continues to radiate throughout the lair, as Goliath tells Ultron that he has haunted his dreams for years – every death that he has caused, every bad thing he has done, it was Hank doing it, his fault. 'Well I reject you, Ultron! You're not me! You're just a bad experiment – research gone wrong – and here and now – I'm ending it!' Goliath shouts. His voice is raw and ugly, crackling with rage and long-suppressed hatred. His fists pound down over and over, shaking the chamber with their impact. 'Kill -' Ultron utters, before shuddering, and squawking, as his form is torn into scrap. 'My – God -' Wonder Man gasps. 'Indeed' the Vision comments. 'That's Hank? That's the kind and gentle man who -' Firestar utters as Justice goes over to her. 'That's...him, honey...' Justice tells her. 'Hank!' Jan calls out, 'I'm ending -' Hank exclaims, still punching away at the remains of Ultron. Sweat pours down Hank's face. He is wide-eyed, enraged. Then he turns to Jan and the others, 'He's – he's gone -' Hank realizes.
'He is, honey. He's gone. You finally did it – finally beat him. He's really gone' Jan assures Hank, putting her hands on his face, she assures him that he doesn't have to worry about Ultron anymore. Firestar thanks Justice for his cape, which he has put around her naked body. 'It looks better on you than it does on me, anyway' Justice replies, while the Vision watches as Wonder Man comforts the Scarlet Witch.
'Hey... nice work, there. If you hadn't come in -' Firestar starts to tell Justice, who replies that he didn't want to be sidelined, even with a broken leg, he figured maybe he could do something, even if it was just research. 'Well, as far as I'm concerned, you're the hero of the day. That's got to make you feel good – like you finally proved yourself' Firestar tells her fiancé, kissing him. Justice tells Angel not to worry, that he is finally okay about being an Avengers – and it is not because he thought of the vibranium. He remarks that his whole problem was that he hero worshipped the Avengers – he saw them as gods, as perfect heroes, not like he was, with all his doubts and mistakes. 'But if I learned one thing today, it's that the Avengers, for all their feats, all their fame – underneath it all, they're human too. Hoo boy, are they human'.
Hank is still in his Goliath form as he and the Wasp embrace. 'How – how do you feel, honey?' Jan asks him. 'How do I feel?' Hank replies, while nearby, Thor, Cap and the Black Panther secure the vibranium in a canister, rendering it harmless once more and fit for transport. Hank tells Jan that he feels like he just bought back a part of his soul, before he turns to the others and apologizes for getting a little wild back there. 'Anyone would have, Hank. Nothing to concern yourself about' Cap assures him. Hank thanks Cap, then Jan, then everyone for believing in him, when he didn't even believe in himself. 'So – what now?' Hank asks. 'Well, I don't know about you, big boy, but I'd just like to go home' Jan replies. Cap tells her that sounds good to him, and points out that Ultron's scheme has been shattered, and any remaining necro-cyborgs must have been deactivated when the central signals shut down. Cap adds that the UN troops can secure the facility, and that the Avengers will offer any help that is required. But for the moment, they are not needed in Slorenia any longer. Shortly, a Quinjet departs the devastated Slorenia, while Wonder Man and a shirtless Thor fly alongside it.
News travels fast, and by the time the Quinjet reaches the coast, they're sped on their way with exhausted, ragged cheers that ring off the mountains and echo through the air as the remaining soldiers raise their weapons to salute Earth's Mightiest Heroes.
In the catacombs beneath Tblunka, there is silence. Silence and emptiness. Then, a scratching noise, as robotic fingers reach in the debris, and pull forth something. The robotic fingers belong to one of the War Toys, and it hands what it collected to Alkhema, who thanks her War Toys, and holds up the six discs containing the brain patterns of her “family”. She looks at them and remarks that it was so thoughtful of Ultron to record data on non-metallic ceramic and silicon. She declares that it was a good plan, but that he could only take it so far, being who he is. 'From here on, it requires... a mother's touch'.