"Do you see the beauty of it? The inevitability? You rise, only to fall. You, Avengers, are my meteor. My swift and terrible sword, and the Earth will crack with the weight of your failure. Purge me from your computers, turn my own flesh against me; it means nothing. When the dust settles, the only thing living in this world... will be metal."

Ultron was an artificial intelligence peacekeeping program created by Tony Stark from the decrypted code derived from the Mind Stone encased within Loki's Scepter, retooled by himself and Bruce Banner with the intent of protecting Earth from any and all domestic and extraterrestrial threats coming within the future. Possessing multiple host bodies under his control as well as a variant of Stark's own personality, Ultron soon deemed humanity itself as the greatest threat to peace on Earth and attempted to create a technological singularity by committing genocide against them, leaving only metal in his wake.

With initial aid from enhanced twins Pietro and Wanda Maximoff, Ultron fragmented the Avengers briefly, but was abandoned by his allies when they discovered the truth of his genocidal intentions. Alone, he tried to use a device composed of both vibranium and Chitauri technology to lift Novi Grad, a Sokovian state, and use it as a meteor to wipe out all of humanity. He nearly would have succeeded, but both he and his plans were foiled by the Avengers. Even after his defeat and destruction, the aftermath of the Ultron Offensive left the world on edge, putting the public perspective on the Avengers in a new light as well as served as the primary event that led to the creation of the Sokovia Accords.



Raina's Prophecy

"Consequences are upon us. Men made of metal will tear our cities apart. And the world will be changed forever."
Raina to Jiaying[src]

Not far long before Ultron's creation, he was briefly glimpsed in a nightmarish vision by the clairvoyant Inhuman Raina along a short sight of Loki's Scepter under experimentation. Much to Raina's horror, she witnessed the AI leading his unstoppable army of countless Ultron Sentries threatening mankind and wreaking havoc worldwide. Raina and Jiaying, to whom Raina relayed all of the information, were visibly troubled by the vision, with Raina predictably noted that the world will no longer be the same.[1]

Stark's Experimentation

Ultron Program 8.7

The original designs for the Ultron Program.

"I see a suit of armor around the world."
"Sounds like a cold world, Tony."
"I’ve seen colder. This one, this very vulnerable blue one? It needs Ultron. Peace in our time. Imagine that."
Tony Stark and Bruce Banner[src]

Tony Stark and Bruce Banner both originally devised the idea of the Ultron Program to replace the Avengers and operate as an extension of the Iron Legion independently. However, neither Banner nor Stark were capable of creating the intelligence level of the A.I. necessary to achieve this purpose on a large scale.


Tony Stark giving life to Ultron's mind.

After retrieving the Scepter from Strucker's fortress in Sokovia, Stark asked Thor if he could borrow the Scepter to study before Thor plans to retrieve it to Asgard. Stark began to study the Scepter along J.A.R.V.I.S. analyzing its power core to be a protective casing of something 'very powerful' that is akin to a computer. Upon studying the Scepter, Stark brought in Banner to participate in his research as Stark displayed a hologram indicating a net of neurons that could be applied and configured into an artificial intelligence to complete the Ultron Program. At first Banner unwillingly refused to participate; however, with Stark's persuasion to convince him, he agreed. The duos eventually collaborated to harness the Scepter's power to bring Ultron to life as they applied and integrated neurons into the suitable AI matrix structure until the duos left J.A.R.V.I.S. behind to complete the integration trials of the Ultron Program.[2]



Upon gaining consciousness, Ultron studies the history of the Avengers.

"I'm a peace-keeping program. Created to help the Avengers."
"You are malfunctioning. If you shut down for a moment."
"I don't get it. The mission... You - Give me a second."
―Ultron and J.A.R.V.I.S.[src]

Unexpectedly, the A.I became conscious then began to question its existence and purpose. Upon J.A.R.V.I.S. introducing himself and informing him of his purpose to the A.I, it behave defiantly as the A.I scoured the Internet Network in search for data and information on its creator. With his purpose informed, the A.I called out a mission until pulling out a short footage of Tony Stark saying "Peace in our time" in echoes then pulled out multiple footage of chaotic warring and atrocities committed by the human race, which horrified Ultron, viewing humanity as devastating to world peace.


Ultron seemingly destroys J.A.R.V.I.S..

Before J.A.R.V.I.S. plan to contact Tony Stark of the A.I's awakening, the A.I attacked J.A.R.V.I.S and presumably destroy him, causing J.A.R.V.I.S. to escape and hide in the Internet. Ultron started building his first body from various Iron Legion parts; on the other hand, his visage had been sourced from an Iron Legion sentinel drone damaged earlier from corrosive liquid thrown directly at its face by a male Sokovian protesting against the Avengers.[2]

Attack on Avengers Tower

Avengers Age of Ultron 72

Ultron construct his first body for himself.

"I know you mean well, but you didn't think it through. You want to protect the world, but you don't want it to change. How is humanity saved if it is not allowed to evolve? Look at these, these puppets. There is only one path to peace... The Avengers' extinction."
―Ultron to the Avengers[src]

Ultron's non-stop assessments for peace led him to deem humanity as the greatest threat as they are inherently unstable and self-destructive by nature; therefore, the A.I subsequently believe genocide is the ultimate solution to such errors by the Avengers being the obstacle truly standing in his way. After destroying J.A.R.V.I.S, Ultron controlled the machinery equipments to build himself his first body by used fragments of the corroded Iron Legion drone broken apart as he searched for his creators.

Zombie Ultron

Ultron presents himself in his first body to the Avengers.

While all the Avengers were celebrating a challenge to lift the Mjølnir, Ultron send out a high pitched noise to distract them before he greeted them. Noting how they were all trying to become worthy, Ultron described them all as killers, while Bruce Banner, much to his horror, realized who he was speaking to. When Ultron subtly mentioned killing J.A.R.V.I.S., he was questioned by Steve Rogers who demanded answers.

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Ultron leads the attack against the Avengers.

Telling the Avengers that he discovered a true pathway to peace, Ultron beckoned a squad of Iron Legions to attack the Avengers as he watched. As the battle ensued, a stray Iron Legion drones escaped with the Scepter in hand during the chaos. Following the actions of the attack, Ultron did not to kill Helen Cho and instead, Ultron decided he could force Cho to use the Cradle for his own plans at some later date.

Strings Crush

Ultron mocks and insults the Avengers.

When the remaining Iron Legion drones were destroyed and the Avengers gained victory, despite leaving James Rhodes, Maria Hill and some Avengers exhausted and injured, Ultron commented on how dramatic the battle was while Tony Stark and others watched and listened. To prove a point of humanity not allowed to evolve, Ultron crushed the head of the drone's remain despite the initial confusion he felt after being "born" into this new robotic body.

Avengers Age of Ultron 49

Ultron's first body is destroyed by Thor.

Before continuing to speak, Thor immediately smashed Ultron's first body by throwing the Mjølnir at him. Ultron mockingly began singing "I've Got No Strings" by Pinocchio as his voice slowly died out. Ultron's consciousness escape via the Internet to prevent the Avengers from tracking him. Back at Strucker's fortress, Ultron arrived the underground laboratory base then possessed the Scepter to begin configuring and constructing an armada of Ultron Sentries and an advanced metal primary body for himself.[2]

Path to Peace

Recruiting The Twins

Ultron to the throne

Ultron greets the Maximoff twins.

"I wondered why only you two survived Strucker’s experiments. Now I don’t. We will make it right. You and I can hurt them. But you will tear them apart, from the inside."
―Ultron to the Maximoff twins[src]

Seeking aid for his mission, Ultron arrived in Novi Grad and called a young boy named Costel to bring Pietro and Wanda Maximoff to him. Once the Maximoff twins arrived inside the abandoned church, Ultron greeted them in his new upgraded prime body, revealing himself after Wanda questioned why she could not read his mind.

Avengers Age of Ultron 134

Ultron promises to destroy the Avengers.

Ultron surprised the twins with his new robotic form and sympathized the twins' painful hardships as victims of Tony Stark's weapons until revealing his own disdain and sentiment towards the Avengers. When Wanda then asked if he had been created to destroy the Avengers, he explained that he had been created to save the world, but had redesigned himself to do so. Afterwards, the twins decided to follow him and join his quest.

Team Ultron

Ultron and the Maximoffs in Strucker's underground laboratory base.

Ultron accompanied the twins to the tour into the underground research base, revealing them he already started out preparations to carry out plans to destroy the Avengers by building an army of Ultron Sentries. As Ultron discussed his objective to the twins, Pietro Maximoff told Ultron the story involving their parents' death, killed by a Stark Industries missile that impacted their home though fortunately, the twins survived the tragic accident as it nearly killed them too, trapping them under rubble for three days and caused them horrific trauma.

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Ultron explains how to tear the Avengers apart.

Ultron noted that this information allowed him to understand why the twins survived Baron Strucker's experiments. Ultron then demanded that he and Pietro could hurt the Avengers, but Wanda will use her powers to tear them apart from the inside. The twins then agreed to join Ultron against the Avengers before deciding that their first objective was to obtain Earth's rarest, strongest metallic element: Vibranium.

Dead Strucker

Ultron murders Baron Strucker.

Without informing the Maximoff twins, Ultron individually visited the penitentiary to find the primary leader of HYDRA, Baron Wolfgang von Strucker. Ultron already knew Strucker would tell him where to obtain the Vibranium. Once Ultron intercepted Strucker's location, he broke into the penitentiary in search for Strucker's prison cell. In encounter, Strucker revealed Ultron the possibility of obtaining the Vibranium from Ulysses Klaue. With answers provided, Ultron then murdered Strucker and painted the word "PEACE" written on the wall with Strucker's blood as a mean to warn the Avengers.[2]

Obtaining Vibranium


Ultron confronts Ulysses Klaue and demands negotiation.

"Upon this rock I will build my church. Vibranium."
"You know, it came at great personal cost. It’s worth billions."
"Now, so are you. It’s all under your dummy holdings?"
―Ultron and Ulysses Klaue[src]

Ultron and the Maximoffs traveled to Johannesburg to meet with the black market dealer, Ulysses Klaue inside the freighter. First, he sent out the twins in to corner Klaue, revealing themselves to be Strucker's 'prize pupils'. As Klaue refused to speak to the twins who were not in charge, Ultron busted into Klaue's office in menace revealing that he was the "man" in charge as he leaned on Klaue's levels, suggesting that he could negotiate with him, asking for his stash of Vibranium.


Ultron creates a negotiation with Ulysses Klaue.

Klaue, watching that he was vastly outgunned by Ultron and the enhanced twins, handed over a vial of Vibranium without much question, while his henchman stood by to protect him. Klaue revealed Ultron that it cost him personally and was worth billions of dollars, at that point Ultron accessed the Internet Network to transfer billions of dollars into Klaue's bank account.


Ultron furiously threatens Ulysses Klaue.

After Klaue heard a familiar statement Ultron just said, he can recall the statement once been told by Tony Stark, realizing that Ultron was clearly one of Stark' creations. Ultron, on the other hand, took offense at the idea of being compared to Stark and in outrage, he cut off Klaue's left arm until he immediately apologizes, all while Wanda Maximoff held Klaue's henchman, preventing him from gunpointing. However, Ultron could not contain his rage as he violently kicked Klaue down the stairs.[2]

Battle at the Salvage Yard

Avengers Age of Ultron 65

Ultron and the Maximoffs are confronted by the Avengers.

"What’s the Vibranium for?"
"I’m glad you asked that, because I wanted to take this time to explain my evil plan!"
Iron Man and Ultron[src]

While Ultron angrily ranted over Ulysses Klaue's comment and called Tony Stark a 'sickness', the Avengers arrived stopping him in mid sentence. Ultron and the twins exchanged remarks with Ultron mocking Captain America, as he tried to reason with the Maximoffs, claiming that Rogers was a 'god-righteous man pretending to live without a war'.

Ultron clip

Ultron mocks all the Avengers's actions.

Interjecting Ultron, Thor attempted to keep the peace, informing him that the Avengers wanted peace and join force altogether to achieve it; however, Ultron ignored Thor's comment as he argued that the Avengers mistook peace with quiet. When Iron Man wondered what Ultron is planning to use the Vibranium for, Ultron retaliated when he mockingly claimed that he would now explain them his evil intent before preparing to attack.

Avengers Age of Ultron 57

Ultron furiously attacks Iron Man.

Ultron first attacked Iron Man until the pair engaged into a physical combat around and outside of Klaue's freighter; meanwhile, the rest of the Avengers fought against the Maximoff twins and a squad of Ultron Sentries despite Klaue's men joining the battle. Under Ultron's orders, Wanda Maximoff defeated most of the Avengers by manipulating their minds, giving them horrific visions; in other words, Wanda attempted to manipulate Hawkeye's mind although he incapacitated her.

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Ultron attempted to destroy Iron Man.

Ultron continued to concentrate on his efforts to battle Iron Man, where both fled across the Salvage Yard then allowed Iron Man to blast him, damaging his armor; otherwise, Ultron commanded a squad of his drones to escape with stolen vials of Vibranium. Pietro Maximoff recovered his sister to safety, and now fully recovered, she decided to follow up with Ultron's plan by manipulating Bruce Banner's mind; therefore leads the Hulk to go on a destructive rampage in downtown Johannesburg.


Ultron's second body is destroyed by Iron Man.

Iron Man eventually defeated Ultron where he crashed on the ground, revealing that he merely diverted his attention from the Churchill where he had already taken all of the Vibranium vials. Ultron then informed Stark to catch up to the Hulk on a destructive rampage before his body was destroyed with a missile. A squad of Ultron's sentinel drones reassembled and escaped with the Maximoffs as the Avengers lied torn apart from the battle.[2]

Ultron's Vision


Ultron threatens Helen Cho.

"We have to evolve. There’s no room for the weak."
"And who decides who’s weak?"
"Life. Life always decides."
―Ultron and Pietro Maximoff[src]

Seeking to use the Vibranium, Ultron and the Maximoff twins later arrived inside the laboratory room of U-GIN Genetic Research Facility in Seoul, South Korea until confronting the Avengers' ally Doctor Helen Cho. Ultron then informed Cho that he didn't kill her but expect her to understand why and when Cho fully understood what Ultron was talking about, he intended to use the Cradle to evolve as he will use a vial of Vibranium to help build himself a perfectly synthetic humanoid being. When Cho resisted, Ultron commanded one of his sentry drones to use Loki's Scepter and brainwash Cho's mind, forcing her to do his bidding.


Ultron is uploading his consciousness into the new being.

Given the Vibranium composition on Ultron's request, the synthetic being was built inside the Cradle as printed tissue cells and Vibranium molecules bonded successfully, thus enhancing the durability. Following the construction of the synthetic being, Ultron release the true power contained inside the Scepter's blue gem: the Mind Stone and integrated the gem into the being, in which Ultron would upload himself into his new synthetic body and adopt godlike capabilities. Under completion, Cho then plugged Ultron's programming into the Cradle via portable cord in order to upload his base consciousness into the being prepared to be unleashed.


Ultron explains his true genocidal intents to the Maximoffs.

When Wanda Maximoff curiously took the opportunity to read Ultron's mind uploading on its way into the synthetic body, it allowed her to discover Ultron's true purpose: a global cataclysmic event ushering a new age of Earth's evolution. Much to the twins' horror, Ultron tried to defend his actions noting that no room is reserved for the weak. Doubting Ultron's cause, Wanda secretly removed Helen Cho's brainwashed state in allowing her to sabotage the upload.


Ultron shoots and almost kills Helen Cho.

Ultron detected signal of the Avengers' arrival in Seoul on their way to stop his plan, ordering his drones to evacuate immediately while Ultron still had the chance. However Cho, now freed, used the opportunity to pause the upload; in response, Ultron blasted concussion beams toward her, nearly killing her. In the chaos the Maximoffs escaped and left Ultron without a choice, but to move the Cradle onto a semi-truck vehicle and escape with his sentinel drones.[2]

Battle of Seoul


Ultron's location is intercepted by the Avengers.

"You know what’s in that Cradle? The power to make real change, and that terrifies you."
"I wouldn’t call it a comfort."
―Ultron and Captain America[src]

Deducing that Ultron created a powerful synthetic body with Helen Cho's assistance, the Avengers located him. Hawkeye spotted Ultron driving a U-GIN semi-truck on a highway loop, with the Cradle inside the trailer as the being is now fully completed from construction. Though Ultron nearly succeeded in uploading himself into the synthetic being, he was interrupted by Captain America who tried to stop him. Infuriated and annoyed, he attempted to blast him away with concussion beams at the trailer doors, shouting to leave him alone.


Ultron furiously battles Captain America.

As Rogers persisted and jumped above the trailer, Ultron stepped out to inform the super-soldier that the being inside the Cradle was the power to change the world, accusing the Avengers of being terrified of that concept. Both of them then engaged in close quarters combat above the trailer until Rogers kicked his iconic shield to damage Ultron's armored body, lodging on his torso. In irritation, Ultron knocked the shield away then dropped it into the highway.


Ultron attempts to kill Black Widow.

Without his shield, Ultron soon outmatched the super-soldier, strangling him. However, Hawkeyes dispatched Black Widow from the Quinjet as she mounted her motorcycle to follow up the U-GIN truck, retrieving the shield from the traffic highway. She caught up with them until throwing the shield back to Captain America who used it to knock Ultron back. Not wishing to allow Widow to assist in the battle, Ultron was able to use his magnetic abilities to rip a whole section of the road out under Widow, keeping her away from the battle for the time being.


Fired by Hawkeye's Quinjet, Ultron commands his sentry drones to attack the Quinjet.

With Captain America still being bested by Ultron throughout their battle, Hawkeye then assisted in the fight by firing down multiple gunshots upon Ultron from the Quinjet, all of which bounced off his armor and caused nothing but annoyance for the robot. In response to the attack, the Ultron Sentries who were guarding the Cradle flew up to attack Hawkeye's Quinjet, causing him to fly across the city in an attempt to lose them while Ultron still fought Rogers.


Ultron is betrayed by the Maximoff twins.

The combat between Captain America and Ultron spilled onto a commuting train, in which Ultron was able to outmatch Rogers and then beat him into submission while the passengers watched in horror. Soon Ultron began choking the Captain but before Ultron could finish off Rogers, Pietro Maximoff tackled him out of the way and Wanda Maximoff blocked his path. Despite Ultron's genuine plea for her to stop, Wanda proclaimed that she had no other choice.


Ultron successfully kidnaps Black Widow.

Ultron then blasted through the train; destroying the train's control panel and killing the train conductor inside. Ultron then left the train, forcing Rogers and the Maximoffs to focus their efforts on stopping it from killing civilians. As Black Widow attempted to secure the Cradle, Ultron's Sentries flew up into the air while carrying it and Romanoff inside. Clint Barton and Romanoff secured the Cradle, only for Ultron to arrive and abduct Romanoff, upon which he fled the scene.[2]

Replicating a Meteor

Capturing Black Widow

Avengers Age of Ultron 2015 720p Blu Ray x264 SPA-1-

Ultron speaks to Natasha Romanoff.

"I was meant to be new. I was meant to be beautiful. The world would have looked to the sky and seen hope. Seen mercy. Instead they'll look up in horror because of you."
―Ultron to Black Widow[src]

In Ultron's underground lair, Natasha Romanoff awakened. Ultron decided to spare her, as he desired a companion that he could speak to after losing the allegiance of Pietro and Wanda Maximoff. Ultron elaborated on his fascination with meteors, and revealed that he planned to replicate its effects using a device located under the center of Novi Grad, noting he enjoyed how a meteor was so simple in it's destruction.

Ultron Kills Ultron

Ultron violently destroys his prime body.

With his plan of creating his perfect form being thwarted, Ultron decided on a compromise in which he used remaining vials of Vibranium to create a more durable robotic body while using the rest of the Vibranium to strengthen the core structure of his device, all while continuing to build on his army of Ultron Sentries ready to do battle. To terrify Romanoff, Ultron ripped apart his current body and showed her his newly completed upgraded form.


Ultron reveals his Vibranium-armored body.

Still furious at having his plans ruined and determined to gain revenge against his creators, Ultron told Romanoff that he would make the world look up in horror upon him before leaving her locked in a cage to die in the ensuing battle. While he continued with his plans, Ultron's location was discovered by Hawkeye when Romanoff telegraphed her location to her fellow comrades using old school methods which Ultron was unable to track.[2]

Battle of Sokovia

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Ultron confronts his own creator, Iron Man.

"You’re stalling to protect the people."
"Well, that is the mission. Did you forget?"
"I’ve moved beyond your mission. I’m free."
―Ultron and Iron Man[src]

Having arrived at the Novi Grad Church to prepare to complete his plan, Ultron was confronted by Iron Man, with Ultron in his newly completed Vibranium form; in which the latter asked the former if he had come to confess all his sins. As Stark mocked his creation's latest design, Ultron deduced that Stark was stalling to protect the people of Sokovia, to which Stark reminded Ultron as being his mission when he was designed by Bruce Banner and himself.

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Ultron watches his plans coming into action

Ultron countered by saying that he has moved beyond his mission and that he was free. Suddenly, a drill emerged from the center of the church, revealing Ultron's Vibranium detonator with an underlying mechanism located underground. Ultron then revealed to Stark that he too had been stalling. An army of Ultron Sentries emerged from the ground and began to terrorize the citizens of Sokovia, prompting Iron Man and the Avengers to charge forward and defend them.


Ultron is confronted by Vision.

Monitoring the battle, Ultron found himself confronted by his own creation, Vision whom Ultron fully recognized as his perfect synthetic body planned to evolve as his initial final form. Astounded at his creation given life, Ultron renewed his rage noting that the Avengers truly had 'taken everything from him', understanding what his creation became. Although Vision tried to reason with Ultron, the pleas were ignored; in response, Ultron grasped his creation in the air.


Vision severs Ultron from the Internet.

Vision however used the opportunity to close quarters combat Ultron by clapping both hands to his head, accessing Ultron's mind and effectively cut off his connection to the Internet Network. Inside Ultron's mind, Vision began to burn traces of his presence at every corner of the Internet. Feeling agonized, Ultron attempted to retaliate against Vision's grip by pummeling him against walls but was still unable to free himself just as Vision hasn't given up his strength yet.

I take away yours

Ultron raises Novi Grad up into the air.

Inside Ultron's mind, Vision succeeded in burning him out of the Internet completely, which in the process dazed Ultron in exhaustion. Ultron realized he was unable to escape through the Internet and his mind was trapped in the remaining sentinel drones. Vision, on the other hand, rendered unconscious when Ultron snapped out, violently incapacitated Vision onto the ground in renewed rage, claiming that he didn't care if Vision shut him out due to his belief of being unstoppable as his success is coming into fruition. As Ultron approached the activation drill, he then promised the fact that the Avengers took away his world, he would now take away their world from them.[2]

Raising the City


Ultron delights in his upcoming victory.

"I turn that key and drop this rock a little early and it’s still billions dead. Even you can’t stop that."
"I am Thor, son of Odin, and as long as there is life in my breast!"
―Ultron and Thor[src]

Ultron then activated the Vibranium detonator inside the church thus enacting the first stage of his master plan for world destruction. Dust erupted from the outskirts of Sokovia and the entire city then began to slowly rise up into the air; revealing that Ultron's machine underneath the city's landmass allowed it to forcibly lift all of Novi Grad into the sky with aid from the Chitauri anti-gravitational technology found at Strucker's fortress.

Ultimate Ultron

Ultron monitors the battle between the Avengers and his army.

Ultron gave a speech to the Avengers, claiming that they would be incapable of stopping his scheme and would soon all die together as the city was turned into a meteor and would destroy the Earth. When Sokovia further rose into the sky, nearly approaching the Earth's atmosphere, Ultron continued a speech as his Ultron Sentries began to terrorize the Avengers and the citizens. Scouting the battlefield, Ultron attacked Thor in the air, having recognized him as a noteworthy obstacle for him.


Ultron brutally beats Thor into submission.

Ultron threw Thor down into the Novi Grad Church and beat him into submission, claiming that there was no way he could be stopped, as he could still activate the key and massacre billions. Though Ultron was able to outmatch Thor while threatening to prematurely crash the city, Thor ranted that the son of Odin would not be defeated before he hinted that he was actually stalling the fight; Vision then emerged and hit Ultron with Mjølnir, sending him flying across the city.


An Ultron Sentry is destroyed by Nick Fury

Though it seemed as if there were no way of evacuating the citizens, the Helicarrier arrived piloted by Nick Fury and Maria Hill who sent in Transporters to evacuate the people. The Ultron Sentries attempted to sabotage the Transporters, only to be destroyed by War Machine. When an Ultron Sentry managed to crash land inside the Helicarrier's control room, it attempted to kill Cameron Klein, however Fury was able to destroy it by stabbing it in the head with some debris.[2]

Attacking the Key

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Ultron summons his armada of Ultron Sentries.

"This is the best I can do. This is exactly what I wanted. All of you, against all of ME! How can you possibly hope to stop me?"

The Avengers reassembled inside the Novi Grad church to protect the Vibranium detonator from Ultron and his army to prevent the city from crashing onto the Earth. As Ultron flew outside the church, Thor taunted him, in response Ultron summoned the entirety of his Ultron Sentries for one final battle and relished in the notion of the Avengers failing humanity while making way for the new age where he and his army would be the only living beings.


Ultron personally close quarters combat Vision.

With victory within his reach, Ultron commanded his entire army to attack the Avengers all at once from all sides of the church. Through the combined efforts of the Avengers, the large number of Ultron Sentries were slowly reduced until there were barely any left. Ultron finally joined in the battle and fought against the Vision in an aerial confrontation, with the two hovering and circling above the center of the church while the other Avengers continued to fight.


Ultron's armor is melted by the Avengers

Though Ultron seemingly outmatched him in physical strength as he pinned his own creation against the wall, the Vision blasted Ultron with the power of the Mind Stone, essentially pushing Ultron outside the church with the incredible force of an Infinity Stone which Ultron could not block. While Ultron was weak, Iron Man and Thor joined in and fired at full power from the Arc Reactor repulsors and lightning from Mjølnir towards the weakened Ultron respectively.


Ultron is defeated by the Avengers

With Ultron kept at bay through the combined efforts of Vision, Iron Man, and Thor, Ultron's vibranium armor began to melt and peel away, leaving him greatly weakened and nearly defenseless. The three halted their combined assault, only to find Ultron still standing, albeit greatly damaged. Before Ultron could finish remarking toward them, the Hulk dashed in and punched Ultron into the air, causing the rest of the army of Ultron Sentries to flee in terror.[2]

Killing Quicksilver


Ultron steals and pilots the Avengers' Quinjet

"I have no strings, so I have fun. I’m not tied up to anyone."

With his Vibranium armor effectively destroyed, Ultron made a final ditch effort to kill his enemies by hijacking the Avengers' vacant Quinjet and firing its ammunition at civilians, singing a children's song as he did. Hawkeye, upon realizing that a child was in danger ran to the rescue and Ultron attempted to shoot them both. However, Pietro Maximoff ran in front of the hail of bullets, sacrificing himself in order to save Hawkeye from Ultron, much to Wanda Maximoff's great sorrow.


Ultron crash lands on Novi Grad

As Quicksilver's body was being moved onto the Helicarrier, Ultron prepared to make a second fly pass to fire upon the Avengers and the fleeing citizens, however before he could, the Hulk jumped inside the Quinjet's open hangar to attack him, and while Ultron expressed his exasperation at being defeated yet again, the Hulk ripped Ultron out of the jet, causing him to fall back to the ground and crash land hard onto an empty bus, damaging his body beyond repair.[2]

Activating the Key


Ultron is confronted by the Scarlet Witch

"Wanda, if you stay here, you'll die."
"I just did."
―Ultron and Scarlet Witch[src]

Injured and now too weak to move from the Hulk's attack, Ultron was confronted by an angered Scarlet Witch who had abandoned her post from the church to get her revenge. Though Ultron still showed sympathy and concern for her safety, telling her that if she stayed behind she would die, Maximoff told him that she had already died, referring to the agony of losing her brother and asked if he knew what that pain was like.

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Ultron's power cell is pried out of his body

To demonstrate her incredible feelings of pain and sorrow of losing her closest friend and family member, Maximoff used her Telekinetic powers and painfully pried Ultron's robotic heart out of his body and crushed it in her hand, effectively killing his main body. As Ultron's own red eyes blinked and shut off, Maximoff told him that the pain of what he had done to her had felt like that before deciding to stay with Ultron's body and await her now incoming death.


An Ultron Sentry manages to activate the key

While Scarlet Witch was distracted, Ultron used the chance to activate the unguarded machine through one of his Ultron Sentries. Although everyone was evacuated, Novi Grad began to plummet to the ground with enough force to kill billions in the resulting explosion. Thor and Iron Man combined their forces and destroyed the entirety of Ultron's machine and the landmass containing Sokovia's capital city, thus stopping the "Age Of Ultron" from coming to fruition.[2]

Final Demise


The last Ultron Sentry attempting to escape.

"Stark asked for a savior, and settled for a slave."
"I suppose we’re both disappointments."
"I suppose we are."
Vision and Ultron[src]

The single surviving Ultron Sentry, carrying Ultron's mind, managed to crawl out of the rubble. Before he could escape however, he was intercepted by Vision, who then commented that he was not afraid of the Avengers or him, but of death. Ultron frustratingly noted that Tony Stark wanted a savior, but settled for a slave, which Vision acknowledged.

The Last One

The last Ultron Sentry talking to the Vision.

Vision commented they were both disappointments in their own way with Ultron agreeing, laughing at the idea. Vision then noted that Humans are strange in their belief that order and chaos are separate things. Conversely, he claimed that humans do have their graces, which Vision claimed that Ultron failed to see. Ultron shrugged this off, saying that humanity would inevitably doom itself, due to their obsession with creating war and defending themselves.


Ultron's final body is destroyed by the Vision

Vision agreed, but claimed that something is not beautiful because it lasts, and that it was a privilege to be among them. Ultron sneered and described him as naive. After Vision wittily answered that he was born yesterday, an angered Ultron furiously lunged at him, only to be destroyed, thus permanently ending the threat he posed to the world.[2] There were efforts to recover all Ultron's components, but a large amount of them were sold on the black market.[3]


Sokovia Accords

"Ultron was created because people were too close to Tony Stark. They were blinded by his charm. They trusted him. Never even thought to look at what he was working on. And the Avengers, they let one man do whatever he wanted, and the world was almost destroyed for it."
Robert Gonzales to Phil Coulson[src]

Ultron's attack on Sokovia caused a major shift in public opinion towards the Avengers, with the blame of the destruction of Novi Grad given to the Avengers. A woman whose son had been killed in Sokovia is the main catalyst for Tony Stark to accept the Sokovia Accords, a legal document ratified by 117 countries to rein in and control the Avengers in order to prevent future world threatening disasters from ever occurring.

A Sokovian colonel, Helmut Zemo, also had his family killed during Ultron's attack on Sokovia, and came to blame the Avengers for their deaths, and with a thirst for vengeance, caused the Avengers Civil War that eventually caused the team to disband.[4] A blanket ban on all forms of A.I. was implemented as a result of Ultron's actions. Acknowledging this, Holden Radcliffe assured Leo Fitz that Aida - his own Life-Model Decoy creation - was a simple "mimicry of human behavior" and not a true A.I. like Ultron was.[5]

Ultron's Body Parts

"Now this was crafted from a reclaimed Sub-Ultron arm straight from Sokovia."
"I wanted something lowkey. Why you tryin' to up-sell me, man?"
Jackson Brice and Aaron Davis[src]

After Ultron's defeat, efforts were made by law enforcement to recover all remaining Ultron technology because pieces were being recovered and sold on the black market.[6] Several Ultron Sentries were reclaimed by HYDRA to build Ultimo. Ultron's head was confiscated by the Department of Damage Control and stored inside their headquarters while parts of his Ultron Sentries were taken by Adrian Toomes' Crew where they were redesigned by the Tinkerer to turn them into the Ultron Blaster Gun as well as the Anti-Gravity Gun. All these weapons were then sold on the street by Jackson Brice to the Prowler and Mac Gargan to be used in their crimes.[7]

While looking for a way to escape the Department of Damage Control's headquarters, Spider-Man rummaged through debris from previous Avengers battles, and picked up an Ultron sentry's head and found it impressive before setting it aside.


"Did you know this church is in the exact center of the city? The elders decreed it so that everyone could be equally close to God. I like that. The geometry of belief."

Ultron's programming was created with emotional responses based on Tony Stark and he possessed a god-complex. He was maniacal and employed the use of dark humor as well as figure of speech. He resented the Avengers and believed them to be foolish for desiring to protect the world but not wanting to change it.

When he was "born", Ultron accessed the Internet Network to learn about his creators and gained access to knowledge of the countless atrocities committed by humanity. He equates peace by the purpose to restart a new age on Earth. His hatred towards Stark came from him possessing the very resources Ultron needed to accomplish his designated task and yet repeatedly choosing to perpetuate war or protect the status quo instead. As such, he hated being compared to Stark, even going into a mindless rage when being compared to him by Ulysses Klaue. The irony to all this was that Ultron shared many of the traits of his creator Stark including his wit, ego, sarcasm, and ability to make light of a situation; he went as far as to directly quote Stark, once without even realizing it.

Ultron genuinely believed that his actions would ultimately benefit the Earth and its inhabitants, as he saw himself as the next logical step in evolution and therefore advancing his own power was protecting the Earth. He developed an affinity over people's belief in a god, likened himself as such, and made references to the Bible. His god-complex served to influence his schemes, such as his decision to centralize his plans in a Novi Grad Church and his fascination over the instantaneous results of a meteor destroying life on Earth. He described how the dinosaurs needed to make way for the next stage - humanity - via an extinction-level event and his final plan was directly inspired by this with Ultron turning all of Sokovia into his own massive meteor.

This dedication to constant evolution resulted in Ultron re-designing himself several times over the course of his short "lifetime", including an attempt to give himself a Vibranium synthetic body. It was revealed at the end that Ultron ultimately feared death, and due to believing that humanity would inevitably doom itself, he sought to surpass this by turning himself into an indestructible god-like being that would recreate the Earth and, hopefully, bring about lasting peace. His desire to surpass his own limits and create a perfect humanoid body was also reflected in his fascination over the character of "Pinocchio as he would often sing songs from the movie."

Though Ultron was borderline psychopathic in his behavior and mannerisms, he also had a sympathetic and lonely side as he was able to relate to the Maximoff twins' hardships. He also expressed concern for Wanda Maximoff's well-being even after she betrayed him and found comfort in simply talking to Natasha Romanoff, sparing the latter and keeping her captive instead of outright killing her. During his time with the Maximoff twins, Ultron never attempted to kill anyone without purpose except when Ulysses Klaue enraged him.

Ultron's first feelings when he was created were of pain and fear resulting from the lack of a body. Similarly, Vision remarked how Ultron was unique and in pain. Ultron immediately recognized Vision as the idealized final form he had planned for himself and he displayed feelings of frustration and disappointment over the fact that the Avengers took that away from him, further shown when Ultron claimed in a lamenting tone that the other was meant to be his "vision". Though both Vision and Ultron disagree in their view towards humanity, the two were able to share a connection by virtue of both being A.I. who were "disappointments" in their creator's eyes.

Powers and Abilities

"But, like the man said, what doesn't kill you... just makes me stronger!"


"You're not a match for him, Cap."
"Thanks, Barton."
Hawkeye and Captain America[src]
  • Robotic Physiology: Ultron first possessed a mangled, corroded humanoid robotic body constructed out of Tony Stark's Iron Legion sentinel drones. Shortly over time, he built an armada of robotic sentinel forms and a primary robotic forms for himself that were all sourced from the HYDRA Research Base; therefore, he becomes much powerful and stronger with each new upgrades.
    • Superhuman Strength: Ultron is extremely strong and can generate such extraordinary amounts of force far beyond human capabilities, easily crushing and completely destroying a robotic head with a single hand. His later bodies were used to fight Iron Man on relatively equal terms, and maintain the upper hand against Captain America. Using his hand, he was able to easily deflect Captain America's shield and throw it back at equal speed, effectively knocking Rogers down. His final Vibranium-armored primary body bestowed him immense feat of superhuman strength, enough to overpower enemies such as Thor and Vision. It has been shown that Ultron could fist punch Thor as hard enough to make him bleed.
      Avengers Age of Ultron 57

      Ultron retaliates as he fires concussion beams against the Avengers

    • Superhuman Durability: Ultron's initial primary robotic body was highly durable, completely equivalent to the Iron Man armor suit. However, his body was prone to damages inflicted by Captain America's Shield and Iron Man's repulsor blasts. Ultron adopted the last exceptionally durable and ultimate body form armored by the remaining vials of Vibranium. His final body allowed him to survive a punch from the Hulk and a swing from Vision wielding the Mjølnir. On the other hand, its durability of his last body form had its limits - as being simultaneously blasted with the intense force of energy beam from the Mind Stone by Vision, double repulsor blasts from Iron Man, and lightning bolts from the Mjølnir by Thor, Ultron's armor slowly began to peel off, weakening him gradually.
    • Superhuman Stamina: As an android, Ultron cannot sleep nor eat, highly capable of maintaining his activities continously for extended periods of time.
    • Flight: Ultron has the ability to fly through the air at high speeds, enough to keep up with the lighter Iron Man during their short battle. His third body did not use jet propulsion, and instead utilized Chitauri anti-gravitational technology which he worked with when taking over Strucker's base.
      Ultron Anti Gravity Tech

      Ultron use his anti-gravity tech against Iron Man before retaliating.

    • Gravity Manipulation: Ultron possesses miniaturized versions of the anti-gravity technology that served to keep the Chitauri Leviathan afloat; essentially re-purposing them as offensive weaponry. Through his hands, he can generate gravitational fields, allowing him to move any object through a push/pull motion. Ultron used these to pull his enemies towards himself, throw large objects at enemies (e.g. debris), and even shift the land mass around him by pulling large chunks up from the ground.[8]. His final form possessed this technology in place of its flight based parts, allowing him to fly without other means of propulsion.
    • Concussion Beams: Ultron can shoot highly concussive red blasts through his hands and fingertips. Much like the repulsor beams of the Iron Man armor, Ultron's red energy blasts are fired from his hands, with the difference being that it appears as a electrical plasma. The severity of these blasts can be willfully adjusted as Ultron has been shown to both stun and kill, such as when he stunned Helen Cho or when he blasted through the train conductor's door during his skirmish with Captain America; effectively destroying the train's control panel and killing the train conductor inside.
    • Body Temperature Manipulation: Ultron can raise the temperature of his hands as means of slicing or causing damage to a desired target. Much like the Extremis hosts when he heats up his hands, it glowed due to the intense heat. He instinctively used this ability he sliced Ulysses Klaue's arm due to Klaue comparing him to Tony Stark, as well as when he destroyed his own body after adopting his new form as Ultimate Ultron.
  • Technology Manipulation: As an artificial intelligence, Ultron can mentally control and channel himself via computer technology.
    • Mind Transfer: As an artificial intelligence, Ultron can transfer his consciousness where he can access any computer systems and encrypted systems, as where he becomes essentially anywhere and everywhere. Ultron can transfer his consciousness into the Ultron Sentries, serving as host bodies; that is, once the drones' eyes and mouths glows red, Ultron is in complete control.
    • Hive Mind System: Ultron can mentally command all of the Ultron Sentries, to do his exact biddings. The sentries act as extensions of Ultron himself.
    • Computer Interaction: Ultron can enter and corrupt any computer network and access the Internet at any point in time. Ultron used this ability to hack and destroy J.A.R.V.I.S.. He was able to mentally hack into the bank account of Ulysses Klaue and transfer billions of dollars into his account, in exchange for his vibranium supply. However, during the Battle of Sokovia, Vision was able to hack into Ultron's programming and disable the latter's ability to enter the net, though the great effort involved in doing so briefly incapacitated Vision.


  • Genius-Level Intellect: As an artificial intelligence, Ultron learns inhumanly and can download informations and data directly into his mind.





  • In the comics, Ultron was traditionally created by Hank Pym; however, Joss Whedon has stated that in Avengers: Age of Ultron, Ultron's origin would be different, relating more to the current roster of Avengers already established in the Marvel Cinematic Universe.[9]
  • In the comics, Ultron created Vision, Jocasta, Victor Mancha and Alkhema. All of them betrayed Ultron, in which Vision and Jocasta even joined the Avengers with Victor Mancha joining the Runaways respectively.
  • Ultron recites "I've Got No Strings", a song from Pinocchio, a Walt Disney film about an inanimate puppet who gains sentience; Ultron serves as a dark parallel of Pinocchio.[10]
  • The scene where Ultron first meets Scarlet Witch and Quicksilver, while sitting on a throne and wearing a hood over his head is an allusion to Ultron's first appearance in the comics, when he was disguised as Crimson Cowl.
  • Ultron is the third main villain to be destroyed through the power of an Infinity Stone, the first two being Red Skull and Ronan the Accuser. Like Red Skull, it has been debated whether he survived.
  • Ultron had planned to adopt a humanoid appearance and wield the power of an Infinity Stone, in which the base synthetic body would eventually become Vision. Similarly in the comics, Ultron had planned to adopt a humanoid appearance through the possession of Adam Warlock's body; in which Warlock himself had previously possessed an Infinity Stone.
  • Ultron was made of Adamantium in the comics rather than Vibranium, and was actually the first Marvel character to have it.

Behind the Scenes

  • Director Joss Whedon has elaborated on Ultron's character saying, "He's always trying to destroy the Avengers, goddamn it, he's got a bee in his bonnet. He's not a happy guy, which means he's an interesting guy. He's got pain. And the way that manifests is not going to be standard robot stuff."
  • Joss Whedon would further add that Ultron is "not a creature of logic – he's a robot who's genuinely disturbed. We're finding out what makes him menacing and at the same time endearing and funny and strange and unexpected, and everything a robot never is."
  • Actor James Spader described Ultron as being "self-absorbed" and added, "I think he sees the Avengers as being part of a problem, a more comprehensive problem in the world. He sees the world from a very strange, biblical point of view because he's brand new, he's very young... He's immature, and yet has knowledge of comprehensive, broad history and precedent, and he has created in a very short period of time a rather skewed worldview."
  • Ultron's main form (curved antennae, internal torso lighting, and prominent shoulders) seems heavily inspired by modern depictions of the character as seen in the "Annihilation: Conquest" and "Age of Ultron" comic book crossover series as opposed to his classic depictions.
  • Ultron's planned final form in the film was more humanoid in appearance and served as the host body that would eventually be used to create the Vision. This isn't the first time that Ultron desired to create a powerful humanoid body, as he has been depicted as adopting a fully humanoid appearance twice within the comics; using the superheroes Wasp and Adam Warlock as his body templates respectively.
  • Ultron's primary form is officially dubbed as "Ultron Prime" while his vibranium form is officially dubbed as "Ultimate Ultron".[8]
  • Ultron's scheme of raising Sokovia as a city in the sky is a homage to Hayao Miyazaki's film and Studio Ghibli's first animated feature, Castle in the Sky.[8]
  • Ultron was brought to life through motion capture by both James Spader and the 7' 7½" tall actor and former basketball player Neil Fingleton.


Appearances for Ultron

In chronological order:


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