Flanked by the other Avengers, the Wasp asks the female Ultron if she can ask her something. Standing still in the dust, Ultron approaches her calmly and replies with a single word: yes. As Wonder Man and Ms. Marvel are panicked, but keep their thoughts to themselves, Janet asks how Ultron is controlling the weather, because that’s not in her programming – though Janet admits to herself she doesn’t know that for sure. Ultron smiles back that she has new interface tools at her disposal. Janet and Simon both think they don’t really know what that means.
Speaking up, Black Widow suggests Janet asks Ultron about Tony. Ignoring her, Janet asks what Ultron wants but, surprisingly, she doesn’t understand that question. Janet angrily disagrees and repeats she wants to know what Ultron wants to make this stop doing this, whatever it is. Rather than answer, however, Ultron silently stares at the Avengers.
Ms. Marvel whispers to her teammates it’s time for them to retreat, which Ares of course is against. Carol reminds Ares of the mess he just made, and he’s a god… right? They tried to fight. Now they have to go and make a tactical plan. And he’s the God of War. He can help make a plan that enables them to win. Ares shouts the war has already started, whether Carol chose to fight it or not. He knows Tony Stark is her friend but he’s dead already! Carol isn’t sure about that yet. Ares tells her to look around. Carol explains to Ares they’re just retreating, not quitting.
Sentry suggests that he’ll stay and at least try to contain this thing, while the others go to make a plan. Carol asks Bob if he’s sure he’s up to hit, to which he explains Ultron’s lightning isn’t bothering him. And at least the others will get out of here safely. Wonder Man wants to stay as well, but Carol won’t let him, claiming he’ll be needed where they’re going, a statement Simon does not understand.
Still eying Ultron, Sentry promises he’ll be fine. If it’s too much, he’ll bail. Carol tells Sentry to remember what they talked about, and he says he knows. And Carol doesn’t want Bob to throw Ultron into the sun until they find out if Tony is really gone. Sentry mocks he doesn’t throw everything into the sun.
The Avengers leave, and Sentry offers Ultron one last chance to give up. Ultron accesses Sentry’s file and reads the hero’s real name is Robert Reynolds, and that he has the power of a thousand exploding suns. She wonders what it will take to kill someone like him. Sentry angrily flies towards Ultron, and lightning bolts appear behind him in the sky. However, as he reaches her, the Sentry is punched into the pavement by a powerful blow from Ultron’s fist.
In the air and flying away as she holds Ares, Carol looks behind her, and can see the shockwaves coming from the heavy battle. At the battle field, Sentry slams Ultron into a high building, causing her to fall against windows and shattering them, shards raining down to the street below. Ultron quickly recovers though and again punches Sentry into the ground. He refuses to give up and stands up again, and furiously glares at Ultron. She just smiles quietly at him. Another hard punch in Ultron’s face follows.
Still standing, Ultron mocks there is no place for the Sentry in this new world. She tells Bob he has the ability to leave this planet and start his life again elsewhere and suggests he takes that opportunity. Sentry flies to Ultron and slams her into a store. And like before, this doesn’t stop her at all.
Meanwhile, at the SHIELD Helicarrier, 10.000 feet above Manhattan…
While the Avengers have almost made it aboard, a SHIELD agent asks Deputy Commander Hill if she can take a look at something. An angry Hill doesn’t know what she should be looking at first, because there have been a lot of terrible things going on in the last fifteen minutes.
Outside, a warplane gets hit by one of the many lightning bolts. The pilot managed to eject but is now in free fall. Wonder Man luckily sees it happening and rescues the pilot, on which Carol compliments him. Once inside the Helicarrier, the Wasp immediately asks for a phone.
Camp Hammond, New York…
Hank Pym stares outside and notices how hard it is raining, joking that perhaps Thor came back. The phone rings, and someone asks Hank if he’s going to answer it. Hank doesn’t think so, because everyone he wants to talk to right now is in the room he’s standing in. Hank turns around, and stares at a very sexy looking Tigra, reclining seductively on a coach, waiting for him. She calls Hank a sweet-talker. Hank admits to Greer he’s really glad they did this, but she prefers he calls her Tigra. He didn’t realize she wanted him to call her Tigra now. Especially now, Tigra purrs.
A bit unsure how to react, Hank again says he’s really glad they did this. Tigra playfully grabs Hank by his tie, pulling him closer to her body. She asks if he’s worried about his ex-wife. Hank denies, claiming that they’re done now. Tigra asks if he’s sure about that, because they “have been done” before. Hank promises that they’re done done. Long done. Very done. So done.
As they move to kiss, Hank and Tigra hear noises outside Hank’s door, followed by loud knocks. The phone begins to ring again, after which Hank’s computer announces he’s just received a new e-mail. Still, he ignores everything. On that moment, the door gets smashed open! Soldiers rush inside the room and point their guns at Hank, who gets up from his bed with his pants down, and raises his hands up in the air. The leader of the soldiers mentions to Hank that his ex-wife needs to see him. Hank starts to sweat and, behind him, Tigra, holding a wine bottle in her hand, looks angrily at him.
Aboard the SHIELD Helicarrier…
Scientists have placed Ms. Marvel into a machine, where they test the powerblast she absorbed from Ultron earlier. One of the scientists says it was a smart move of Carol to let the energies be examined by them. To this, Black Widow mocks in herself it was her idea, not Carol’s. Wonder Man asks if Carol’s going to be okay. The scientist thinks so and wants to know why Simon is so interested. Before Simon can explain, another scientist explains to Hill that they’ll be able to, hopefully, strip the energy model down, cross-reference it and then counter it. Hill wants to know how long that will take.
The scientist asks Janet if it’s true what she said about this Ultron AI model “appearing” where Tony Stark stood. Janet corrects that he/she/it actually took over Tony’s form. Ares believes that Ultron could have taken Stark’s form, but Janet is headstrong in what she thinks. She explains that she has been around stuff like this before. Ultron really formed herself out of Tony. She thinks in herself she wishes they would stop arguing with her. Janet further says Ultron seems to be using Tony’s armor and his biological skin and so forth, and just, made herself. Simon wants to know if Ultron is Tony, or if Tony is in there. Natasha wonders if there’s even anything left of Tony. Hill also noticed after that, Ultron turned into Janet.
Looking through her cell, Carol asks her teammates how the Sentry is doing. They look through some screens, and Natasha SHIELD should start selling tickets for these kinds of things.
Outside, Ultron punches the Sentry once again. She turns around, and quietly smiles again.
On that moment at SHIELD, there’s a blackout, causing concern. The video screens images turn into snow and, a moment later, suddenly displays the image of the original, male Ultron robot! Already out of her machine, Carol joins the SHIELD agents, who report via the comm system that they’re under attack.
Below, Sentry fights Ultron with everything’s he’s got left. However, Ultron blocks his attack with her fists, and informs him that his physical defeat has been calculated…and executed. She knees the Sentry in his chin, drawing blood from his mouth. Suddenly, something more important draws his attention, as he looks up, only to spy the SHIELD Helicarrier in freefall.
Inside the carrier, Carol orders Simon to move. Outside, Sentry flies towards the huge vehicle and grab it at its bow, hoping to slow its speed. He does his best to hold it up, but the heavy machine still scrapes across some buildings, doing a lot of damage. Refusing to give up, Bob keeps using his strength to hold the carrier up. Luckily, he is aided by Ms. Marvel and Wonder Man, and they all use their combined strength to safely land the carrier on the Long Island Expressway.
Inside the carrier, the screens have returned to turn snow again, though some continue to display the image of the male Ultron. Additionally, the helicarrier’s impact has taken out Hill, who lies unconscious on the floor. From this chaos, the SHIELD agents panic and want to know who’s in charge now, besides Tony Stark and Hill, who is actually the ship’s first officer. Addressing all present, Janet asks if there’s a level ten aboard. Another agent claims that Nick Fury is the only level ten he ever heard of. Natasha corrects that, actually, she’s a level ten as well. In that case, that same agent asks Natasha, what should they do?
Rendered speechless, the sweating Natasha tries to figure it out herself. A moment later, suddenly with full confidence, she orders all the agents to their battle stations. They’re at a full-scale worldwide white alert! She wants full reports from all stations. She wants full analysis from all departments! And she wants a solution to their problem five minutes ago! All the world leaders are to be informed immediately that they are under attack and they should head to their emergency bunkers. Natasha thinks in herself they need some heroes. All the members of the Initiative need to be informed that they are on high alert and to await further instruction. She thinks they need a big brain. They need to find Reed Richards! And she wants to be informed when this ship will be back up in the sky.
Back onboard, Carol asks Janet if Natasha’s in charge now. Janet smiles she is, and thinks in herself she’s not doing a bad job either. At the back of the room, Ares stares at the ordering Natasha and quietly admits to himself he loves her. Natasha orders the Avengers they’ve lost visual on Ultron and they need to head out.
The Avengers fly out, and Sentry wonders about the world’s weather. He wants to know how Ultron’s controlling the entire world’s weather. Carol was wondering the exact same thing, and thinks it’s like one weather pattern here and another there, like Storm from the X-Men does, as they’ve seen in the past. Simon remarks this is a lot different, and Carol agrees. To herself, Carol has to chin herself up by saying she’s still in charge. Arriving back on the forming battle field, the Avengers are shocked to discover Ultron… gone? Carol can’t believe she actually lost Ultron, and says in her mind that this is the worst first day as Avengers leader… ever.
Sentry warns the guys about something else. Below them, they find a sobbing Mole Man over the loss of his melted creatures. Sentry asks the agents of SHIELD if they can see Ultron is gone. Above the Avengers, helicopters appear with Hank Pym aboard. Hank looks at all the damage Ultron has done to the city, and wants to be put down. But an agent won’t do that, informing Hank that he is wanted elsewhere.
Through intercom, Natasha informs Carol they’re sending a SHIELD containment crew to take the Mole Man off their hands. And she orders not to engage him. Suddenly outside, Ares notices something flying towards them… at top speed! Natasha silently curses and orders Ares to be ready. He mentions that he’s fully healed and ready to really hit something. Natasha orders the Sentry to come back to the carrier. She orders the agents to point their weapons to the flying object, and they do as told.
And, startling enough, the flying object is none other than… Iron Man’s original armor?!? With a robotic voice, the armor has a message for the Avengers. If they are receiving this, it means that Tony Stark is dead. And they should listen very carefully to what the message has to say…