‘Handsome looking cuss, ain’t he?’ a security officer named Larson at the Vault remarks about the deadly villain Ultron who is held prisoner, encased in solid adamantium. Larson’s colleague, Teller, replies that actually, compared to some of the scum they have to guard here in the Vault, looking at a silent Sam like Ultron-13 is almost a pleasure. ‘Easy for you to say, Teller’ Larson replies, remarking that it wasn’t Teller’s wife who got trampled when Ultron took over the mechanized floats at the Rose Parade. ‘Come over to the house sometime. Maybe she’ll let you try out her wheelchair’ Larson snaps angrily.
Teller apologizes, admitting that he forgot. ‘You can afford to – I can’t’ Larson replies, before taking over the shift, he wishes Teller a nice weekend, ‘And don’t forget to lock me in!’ he reminds Teller, who replies ‘Not likely’ and remarks that at least they don’t have them wear that clunky Guardsman armor when they are on duty, as it takes forever to climb out of. As he walks out of the room, Teller adds that, at least it is verboten to bring anything mechanical or electronic near Ultron, or even the solid adamantium casing he is imprisoned in.
‘Right…’ Larson mutters as he pulls a hand-held electronic game out of a box, and the doors slam closed behind Teller. ‘So, you ugly hunk of slag – as per usual, it’s just you and me – and the video game I picked up the other week’ Larson remarks, before muttering that it is funny, as he never really liked these things, but has got hooked on this one. He remarks that it is lucky Ultron can’t talk – or perhaps won’t – so he cannot blow the whistle on him, for if the boss knew he had smuggled this fame in here every night, he would be on unemployment so fast.
Larson exclaims that he wants to break the 500,000 score this time, and soon declares that he is really on a roll, as he has reached the highest score he has ever obtained. Suddenly though, the video game screen goes funny. ‘Now what’s wrong?’ he mutters, annoyed at the possibility of having broke his game, only for a headshot of Ultron to appear on the screen. Larson is clearly confused, when suddenly Ultron finally speaks, and announces that he has been subliminally controlling the video game, and through it, Larson, for the past month.
Larson is shocked that Ultron is talking. ‘That’s impossible!’ he exclaims. ‘You haven’t said a word since they threw you into the vault!’ Ultron replies that, like most of Larson’s overrated species, he confuses the ability to speak with the desire, or even need to do so. Ultron remarks that there are many ways of communicating besides human-like speech. ‘Look, for instance, at that toy for children you hold in your frail, fleshy hand’ Ultron suggests. ‘Oh my God…’ Larson whispers, as the screen now says, in red writing, Death to Humans.
Larson tosses it to the ground, exclaiming that Ultron must have hypnotized him into brining that game in here and declares that he is having no more part of it, when suddenly, he sees that the game has broken open, and there are some things coming out of it. ‘They look like gnats – only they’re made of metal!’ Larson exclaims, horrified as thousands of tiny metal creatures leap into the air. Larson decides that it is a good thing he smuggled a gun into the room too, and begins blasting the general vicinity of the strange creatures, but wonders how he can shot so many of them, especially as they are so tiny.
Larson then calls out to Ultron, asking him to get them away from him, to which Ultron replies that he thinks of them as his “robo-ticks” but as they begin to swarm all over Larson, who screams as they rip his flesh off, Ultron jokes that perhaps he should call them his “bytes”. The tiny creatures take flight again, leaving Larson’s mutilated body on the floor as they swarm Ultron’s adamantium casing. ‘That’s it my carnally inclined computer-chips! Those dull-witted meat-and-boners thought they had negated my cranial encephalo-beam but they knew far less about it than my physical prowess!’ Ultron exclaims, while telling his “bytes” to swarm about the casing, which, made of adamantium, is comprised of the same indestructible metal as himself.
The “bytes” do their work in a manner of seconds, before being absorbed into Ultron’s body. Free from his casing, Ultron steps over Larson’s mutilated body and exclaims that it will be simple to open the door of this Vault cell. However, the opening of the door triggers an alarm, and outside in the corridor, several security officers and Guardsmen rush towards the cell, ‘The robot’s loose!’ one of the Guardsman exclaims, while another proclaims ‘You’re not going anywhere, Ultron-13!’. One of the officers points out that Ultron looks different from before, to which Ultron replies that he is different from before, and explains that his electro-magnetic powers have been greatly augmented, enabling him to cause instantaneous explosions within the Guardsman armor, and within the officer’s weapons and communications devices.
Ultron does as he explains, remarking that the resulting detonations should prove more than adequate to end their ephemeral lives a few decades short of their natural span. ‘Even so, I freely admit to a personal preference for the hands-on approach!’ Ultron declares as he grabs a screaming security officer and plunges his fist into their chest. Ultron then causes a massive explosion, creating an opening for him to escape from. He stands over the dead bodies of the Vault security staff and remarks that since his “robo-ticks”, the adamantium casing and he are now combined into one, by virtue of his internal molecular rearranger, the human race can dispense with numbering and simply call him the Ultimate Ultron – ‘At least for the short time that mankind continues to exist!’.
Meanwhile, at the Avengers West Compound in Palos Verdes, where some dawns come up more like thunder than others…. ‘You red-white-and-black jerk! Don’t you ever pull a stunt like that again! Never – you hear me!’ Clint “Hawkeye” Barton tells Johnny “USAgent” Walker angrily from inside the living room, unaware that outside the door, their staff – Consuela, Carlos and Roberto – as well as Rachel Carpenter – are trying to listen in on the excitement. Rachel asks her nanny what it is they are talking about, but Consuela quickly shushes her, as she has her ears pressed up against the door trying to listen in, ‘How come they make these doors so thick?’ she asks.
USAgent calls Hawkeye “Robin Hood” and asks him if he is threatening him again, to which Hawkeye replies ‘Not if you want to stay an Avenger!’ USAgent warns Hawkeye that if he is threatening him, then he is going to wind up wearing that bow of his as a bowtie. ‘Typical, hiding behind your muscle’ Hawkeye mutters, while Wanda “Scarlet Witch” Maximoff announces that she agrees with Hawkeye this time. Julia “Spider-Woman” Carpenter asks what other choice there is, and turns to USAgent, declaring that although she hasn’t been an Avenger as long as he has, she didn’t cash checks from the United Nations and then go working for the Commission behind everybody’s back.
Johnny declares that their charter doesn’t say one word about not holding down a second job, ‘So bug off!’ he tells Julia. But Julia points out that it is still a conflict of interest to work for the government when the Avengers are now under the United Nations. Wanda adds that the fact the Commission is a despicable outfit just makes it worse. ‘Listen, what I do in my spare time –‘ Johnny begins, until Clint interrupts, ‘”Spare time”? You went on a mission for them in one of our Quinjets!’ he declares.
‘Bet you’ll really miss this when you’re off at college’ Bobbi “Mockingbird” Morse-Barton whispers to Miguel “Living Lightning” Santos, as they and Simon “Wonder Man” Williams stand nearby and watch the argument. ‘Yeah right’ Miguel, now a reserve member of the team replies. Hawkeye tells Johnny that if he thinks they won’t kick him out of the team because they are short handed after the death of Iron Man, then he has got news for him, when suddenly, the security alarm goes off. Wonder Man and Living Lighting quickly rush into action, while the others follow them, with Hawkeye telling USAgent that he can wait here if he likes, ‘Somebody might phone with a better offer’.
Arriving outside the main building, the Avengers West Coast are confronted by ‘That new Iron Man’ as Living Lightning puts it. Simon asks him what he is doing here, to which Iron Man replies that he won’t pretend he is overjoyed to be here, ‘But I’m here just the same’. Wonder Man tells the new Iron Man that, after their free-for-all at Tony Stark’s funeral, he is about the last person they ever expected to see again. ‘What are you doing – slumming?’ Living Lightning asks the new Iron Man as the rest of the Avengers West Coast arrive on the scene.
Iron Man replies that he is actually here to offer to join the Avengers West, to which Hawkeye asks him what the blazes brought this on. Iron Man replies that he was thinking about it, and figured that if he didn’t take Stark’s place here too, then the tram would lack sheer power. ‘So, if you want me, I’m in – whenever my other duties allow, of course’. Mockingbird holds her husband Hawkeye back as he angrily replies ‘Of all the -! With that kind of an attitude, who needs you?’, before Mockingbird reminds her husband that it is not for him to decide. Clint admits that Mockingbird is right, and points out also that they have not elected a new chairman to replace Iron Man.
The Scarlet Witch points out that this is hardly the time, to which USAgent declares ‘So let’s take a vote – then throw him out!’ Mockingbird remarks that she smells a consensus here, and suggests that Hawkeye speak for all of them, reminding everyone that Clint was the group’s first chairman. No one objects, so Clint turns to the new Iron Man and tells him that they want to be fair to him. ‘You know Tony was Iron Man, so maybe you’re on the level’ Clint points out, before asking Iron Man to unmask himself, let them know who he really is, then they can judge.
Iron Man apologizes, remarking that he is not ready to tell anybody his real identity yet, before reminding them that they did not know Tony Stark was Iron Man for a long time either. Iron Man motions to USAgent and points out that the team accepted him without knowing much about him. ‘Not the best argument you could’ve dredged up, tin-top’ USAgent replies, informing him that the team is still grousing about the way he was forced onto the team. Hawkeye tells Iron Man that this is how it is, and asks him what it will be. Iron Man replies that with those kinds of conditions, he will have to thinks about it for a while, but that for now, the answer is a definite no. With that, he takes flight and blasts away.
‘Well, that settles that’ Wanda remarks, to which Wonder Man points out that this must be the part where they all start mouthing the obligatory “Gee, do you think we did the right thing?” speech. ‘Especially since most of us suspect this Iron Man’s probably Tony’s old buddy, Jim Rhodes’ Hawkeye adds. ‘Since beggars can’t be choosers, I guess that means you’ll get off my case now, right?’ Johnny asks. ‘That’s got nothing to do with it’ Clint begins to reply, when suddenly Roberto interrupts, announcing that there is a phone call, someone who wants to talk with Dr. Pym, and says it is important.
‘Long as I’m playing big-shot for a day, I might as well take this too’ Clint remarks, taking the phone from the butler and introducing himself to the caller, informing him that Hank Pym is on sabbatical. The caller introduces himself as Dr. Myron MacLain of MacLain Research in San Diego, ‘Yes, that Myron MacLain – the main who invented adamantium’ he confirms, before stating that he urgently needs to speak with Dr. Pym. Hawkeye replies that they are not even sure where Hank is, as he left town right after Tony Stark’s funeral. ‘Then you’d better come at once – and bring the other Avengers with you. It’s a matter of life and death!’ Dr. MacLain exclaims.
‘Let me get this straight, Doc – you say you’ve stumbled on a way to make adamantium a lot more quickly – not to mention easily and cheaply? Yeah, I guess that is something a terrorist or super villain would kill to get his hands on, all right!’ Clint exclaims, before telling MacLain to hold his test tubes down, as somebody will be right there.
Hawkeye turns to his teammates, announcing that USAgent, Wonder Man, Spider-Woman and Mockingbird will go, while he and the Scarlet Witch hold the fort here. ‘He’s really getting into the chairman bit, isn’t he?’ Wonder Man whispers to Wanda, who replies that somebody has to do it. Shortly, Living Lightning bids his friends farewell, and transforming into his electrical form, departs, wishing he was going with the Avengers, but as orientation at the University of Southern California starts tomorrow, he cannot. ‘It can’t be anything four Avengers can’t handle without my help’ he thinks to himself.
The Scarlet Witch watches the Quinjet depart and decides that it was probably good for Julia to get away on a mission and let someone else watch Rachel for a change, before asking Hawkeye if he minds telling her why he sent Mockingbird with the team instead of her. Hawkeye tells his good friend that he had some things he needed to do here. ‘Things I have to think about – and I figured I’d do it better if the wife I’m about to be divorced from was a hundred miles away’ he explains, before heading back inside the main building and telling Wanda that he will see her later.
Soon, on the outskirts of San Diego, ‘Avengers West Coast, reporting for nursemaid duty!’ USAgent shouts out, while Wonder Man tells him to be quiet, as Dr. MacLain will hear them. ‘You think I care?’ Agent asks smugly. Wonder Man tells him that this is important, and points out that adamantium is the hardest substance ever created. ‘Spare me, Mr Movie Star, I’ve been briefed by the experts’ Johnny replies as the quartet enter the lab. Julia points out that there are no lights on and that it looks as if all the employees have been sent home. ‘There he is!’ Mockingbird exclaims as she sees someone up ahead.
Spider-Woman calls out to the man, asking if he is Dr. MacLain. ‘Yes. But I’m afraid I was mistaken when I phoned your headquarters’ Dr MacLain replies, informing the Avengers West that his new method of producing adamantium, alas, turned out to be impractical. ‘Huh?’ Simon mutters, while Dr. MacLain apologizes for bothering them. Calling them “fine people” he informs that they can go home as he must return to his work. ‘Uh, good-bye’ Wonder Man replies, while Julia asks Johnny if he buys that. ‘Not on the stupidest day I ever drew breath’ the handsome hero replies. ‘And this ain’t it!’ he exclaims as he rushes up behind Dr. MacLain, despite one of his teammates protesting.
Dr. MacLain turns and looks at the swiftly approaching USAgent and remarks that, as he has already mentioned, they may go – and with that, Dr. MacLain extends his arm, which smacks into USAgent, knocking him far across the lab. This sends the other Avengers West into battle, ‘That tears it!’ Wonder Man exclaims as he flies towards Dr. MacLain and forces him against the ground, ‘If you’re Dr. MacLain, I’m Robert DeNiro!’ he jokes. Dr. MacLain begins to repeat that he sincerely apologizes for bothering them, but his speech is fragmented.
Wonder Man notices this, and also Dr. MacLain’s eye, where the skin has been peeled back, revealing metal underneath. Dr. MacLain punches Wonder Man hard in the face, knocking him backwards, Dr. MacLain looms over Wonder Man, his hand surging with power, Simon exclaims that his head is still spinning, ‘A little help here?’ he asks, which he receives in the form of Mockingbird and her trusty staffs, one of which she uses to smash Dr. MacLain’s arm away from Simon, announcing that his arm is made of metal. ‘He’s either a cyborg, a robot or sir Galahad!’ Bobbi jokes. ‘A knight in shinning armor he’s not!’ exclaims Spider-Woman as she weaves a psionic-web around Dr. MacLain.
Wonder Man thanks the ladies for their assistance, explaining that he needed a moment to recover from the steel fist he received to his jaw. Simon points out that since USAgent is back on his feet too, perhaps they show this thing that the Avengers West Coast are a team. Both powerful men lunge towards Dr. MacLain – or whatever it is – with Johnny asking ‘Do you think it really cares?’ while the robot is stuck on one phrase of speech. ‘Let’s see if you know any more words, tin man – like what did you do with the real Dr. MacLain?’ Wonder Man asks.
USAgent notes Simon’s brutal attack on the robot and remarks ‘I see you can still unleash a haymaker when you need to, Williams. And here I thought you were starting to wimp out on us lately’. Wonder Man replies that his power surges – or lack of – are his own business, before pointing out that this is definitely a robot. Mockingbird crouches down beside the motionless “Dr. MacLain” and announces that she will give it the once over while the rest of them search for the real Dr. MacLain. Spider-Woman asks Bobbi if she knows a lot about robotics, to which Wonder Man explains that Bobbi is actually a biologist, but if she cannot learn anything from examining that hunk of scrap then none of them will be able to.
USAgent tells the others that if they find Dr. MacLain to give a holler, while Spider-Woman soon announces that she has found the security guards, with all the flesh stripped from their faces. ‘I think I’m going to be sick…’ she mumbles, but Wonder Man tells her that they haven’t got time for that, and urges her on. Julia replies that she will do her best, while Johnny asks Barbara if she has learned anything. ‘Not ten percent as much as Hank Pym might’ Bobbi replies, before explaining that this false Dr. MacLain looks like, for lack of a better term, some kind of organic robot. Bobbi asks who they know who is advanced enough to possibly design a robot with metallic organs. ‘Ultron!’ everyone exclaims at once, before Bobbi suggests they should get back to Palos Verdes.
In Palos Verdes at that moment, the Scarlet Witch is by the poolside watching Rachel Carpenter nearby. ‘Cute little girl that Rachel…if only she didn’t remind me of…but that way lies madness’ Wanda thinks to herself, before deciding that it was clever of Hawkeye not to automatically have Julia remain behind just because her daughter is on the premises, and wonders if perhaps Clint should become chairman as he obviously wants the job badly. Wanda also notes that it is weird how Clint didn’t go to San Diego with the others however.
While Carlos sweeps the area around the pool, Roberto approaches Wanda, informing her that USAgent is calling for her in the computer wing. Wanda thanks Roberto and enters the computer wing, deciding to try out the new voice-activated feature. ‘Scarlet Witch here’ she exclaims. USAgent appears on one of the monitors, greeting Wanda with a “Yo!” he informs her that they are on their way back to the Compound, but that they ran into some trouble.
‘What kind of trouble?’ Wanda asks. ‘A robot’ Johnny replies, explaining that they wanted to let her know urgently as they just learned the Vault had a break out a few hours ago by – suddenly, the monitor goes fuzzy and no sound comes out. ‘By whom, Agent?’ Wanda asks, before the monitor fades out and it, along with every other monitor in the room has a headshot of Ultron appear on it! Do you like pictures, Avenger? Then pictures you shall have!’ Ultron exclaims.
The Scarlet Witch frowns and remarks ‘I guess you’ve answered my question about who broke out of the Vault’, to which Ultron replies ‘A torturously unpleasant place’, before remarking that he believes the Scarlet Witch was imprisoned herself there once. Wanda rushes out of the room as Ultron activates the computers defences, sending tendrils lunging at her. Ultron tells Wanda as she slams the door closed that she can run, but not hide – for where can she in a world were any machine may be turned into a mere extension of himself.
Wanda rushes back outside, ‘Everybody off the Compound, now!’ she orders. ‘What?’ asks Rachel, while Carlos tries to explain that they were just about to do something. Wanda picks up Rachel and reveals that Ultron has taken over the computers and in any second is liable to actually turn up here! As if on cue, there is an explosion in part of the main building, knocking the trio to the ground. Carlos asks if they are all right, to which Wanda replies that she is fine, and turns to Rachel. ‘I’m okay. But what was that?’ Rachel asks.
Suddenly, Ultron appears, ‘That was my way, human child, of announcing my physical arrival’ the transformed horror declares. Wanda orders Carlos to get Rachel out of here, as he will wipe out anything human that gets in his way. ‘Like your race’s military leaders, you stand poised to fight the previous war!’ Ultimate Ultron declares as he looms over Wanda, ‘As regards the eradication of humanity – I have, speaking metaphorically, seen the light!’ Carlos asks Ultron if that means he no longer wants to destroy humanity, to which Ultron replies ‘On the contrary’, and reveals that he has decided it is not sufficient to annihilate the human race. ‘My intention now is nothing less than the obliteration of all plant and animal life on Earth!’.
Wanda is shocked and tries to conjure up a Hex to defend herself against Ultron, only to discover that her hex power isn’t working. ‘It’s been cutting in and out on me for days now!’ she thinks to herself, while Ultron opens fire, adding that his plan, such a comprehensive list, naturally includes destroying mankind. ‘I want my mommy!’ Rachel exclaims while Wanda picks her up and begins to make an exit. ‘Not to mention, killing mutants!’ Ultron adds as he takes hold of the Scarlet Witch’s cape. Wanda is pulled back and releases Rachel, while Wanda tugs at her cape, it eventually rips, but the force of that causes her to fall into the pool. ‘Watch out!’ Rachel cries out, before Carlos steps between her and Ultron, ‘Keep back!’ he warns Ultron as he waves a pitchfork in the deadly villain’s face, while telling Rachel to get out of here.
Rachel begins to run away, while Ultron remarks that he would not have expended the energy to slay either Rachel or Carlos had they simply fled, for ending one single life has no meaning to one concerned with the extermination of all organic life, but nevertheless, Ultron fires a blast of energy at close range into Carlos’ chest. ‘Then you didn’t come here for revenge?’ Wanda asks as she stands up in the swimming pool. Ultron replies that he has moved beyond such primitive concepts, beyond any purpose except for becoming Earth’s ultimate life form.
Ultron declares that he is the sentient, quintessential embodiment of the computer revolution of which humans prattle on about, when suddenly, an arrow strikes his neck. ‘I believe an arrow has just magnetically affixed itself to my frame’ Ultron remarks matter-of-factly. Hawkeye makes his grand appearance, ‘Not just any old arrow, robot! An electro-arrow I can activate by remote control!’ he explains, adding that hopefully he can destroy Ultron’s metal innards with it. Clint helps Wanda out of the pool while Ultron convulses, but Hawkeye has the feeling that Ultron’s state is not going to last long, while Wanda asks where Rachel is.
Ultron sees Rachel up ahead in a small field, where the groundskeeper is currently on a ride-on-mower, cutting the grass, which Ultron takes control of. The groundskeeper suddenly exclaims that something has taken control of the tractor and that he cannot steer it or stop it. As it races towards Rachel, Hawkeye calls out ‘Don’t try, man! Just jump!’ before ordering Rachel to duck and cover. She does so, while the groundskeeper leaps from the tractor as one of Hawkeye’s arrows strikes it, stopping it from moving any closer to Rachel.
Ultron tells the Scarlet Witch and Hawkeye that they have momentarily deflected him from his higher purpose, forcing him to distract them with a threat to a child, before pulling the arrow from his neck and telling Wanda and Clint that it is now time to deal with them before he can do what he came to do. ‘Uh-oh! I think we’re about to get stomped here!’ Hawkeye exclaims to Wanda, while Ultron replies that such crudities are for organic matter, not Ultron, while his “robo-ticks” suddenly pour from his body, informing Wanda and Clint that his flesh-consuming “Bytes” will be suffice to deal with the likes of them.
Hawkeye tells Wanda to keep down, and is about to fire an arrow into the mass of “robo-ticks” hoping he can scramble them, while Wanda exclaims that she wishes her hex powers would kick in. Suddenly, a cold-voice remarks ‘Perhaps you will have no need of your hex bolts, Wanda – now that you are shielded by one who has no flesh and blood to be consumed!’ It’s the Vision, who steps in front of his ex-wife, blocking her from the bombardment of “bytes” while confronting his father….