Roxxon main gate. All clear.
Huh?
Ahhh!
Visibility's down. Stay alert!
Ahhh!
Is that the Hulk?
Ahhh!
Ever heard of S.H.I.E.L.D., ugly?
If not, sit tight.
You're stealing Roxxon stuff? Really?
Everyone knows Stark Tech is so much better.
Is it just me, or is the Adaptoid way creepier
now that M.O.D.O.K. isn't controlling it?
Yeah. Big baby heads tend to take the "deadly"
out of deadly android, Hawkeye.
Whoa!
Not today, machine.
Nor any day.
Uh-oh.
Time for a real strategy, Hulk.
Your punches have no effect.
What'd you say about my punches?
-You're welcome. -Ya!
Okay. That's new.
Adapt to this, robot!
Falcon!
On it!
Come and get it.
Not what I meant!
Whoa!
Where did Adaptoid learn to adapt to that?
He can transform to counter all of our powers.
Yes. Our powers.
-You started the party without me? -Oh, no.
Oh, yes!
Never fear, party people.
Your friendly neighborhood Spider-Man brought the punch!
Thanks for the invite, Iron Buddy!
What? Cap left, so...
Spider-Man.
I usually support your crazy ideas, Tony.
But Spider-Man? Really?
-What's so crazy about that? -I got a call,
and when the Tony Stark calls you, you gotta say...
Down!
Are you trying to get atomized?
I narrate my adventures.
It's my thing.
But it might be my last thing!
Ahhh!
Oh!
Yah!
So, Iron Man, on what planet is webhead here
a good replacement for Captain America?
Did he just say I replaced Cap?
Argh!
Cap quit? Where is he?
Probably out hunting Ultron.
Whoa, whoa, whoa, whoa. Hold the phone.
Ultron's back? Ah, nobody tells me anything.
I'm telling you now.
Besides, Cap's gonna have a tough time on that hunt
-since Ultron's right here. -What?
You have tracked me for the last time, Stark.
Approaching drop zone.
Eyes on target.
Threat is hostile. I'll breach.
Stick to the order. Back me in five.
This is the Avengers' end.
Really wish we had Cap's shield right about now.
Cap!
You're back!
Not back, Falcon. S.H.I.E.L.D.'s here to protect
Roxxon's government assets.
No, Cap! Your other back!
Ahhh!
Ultron in Adaptoid's body?
Did you know about this, Iron Man?
-'Course I did. -'Course you did?
You led us in blind?
Roxxon's R&D was the only logical step
toward Ultron's tech domination.
He's here for an army.
So, what you're saying is,
you didn't brief your team before a mission?
Yeesh. Isn't that, like, leadership 101?
Anyone with long-range capabilities, use them.
Argh! Ahhh!
Hulk, Thor, wipe the floor with him.
I'd prefer to destroy the floor with him.
Hulk don't clean.
Your attempts at humor
in the face of your inevitable demise
are so predictably human.
Captain America to Jump Team. Do not engage.
I repeat, do not engage.
I knew you'd come crawling back to us sooner or later.
Take this seriously.
...or else you'll miss what's right in front of you.
Get it together, Stark.
Is it just me, or is Cap angrier
now that he's not on the Avengers?
Not as angry as I'll be if you leave us in the dark again.
-We're a unit. -Act like it.
Oh, so you're on his side?
Just on the right side.
Anyone else have an opinion on how to lead the team?
but I come from a team of heroes...
...and Nova, who are all teenagers,
so I know a thing or three about infighting,
but this is a whole new level of broken.
Time for the ultimate irregularity, kid.
The secret weapon.
Secret weapon? Can I use it?
Wahoo!
Please, please, please, please, please, please...
-The secret weapon is you. -What?
Why? He's adapted to the Avengers,
but he doesn't know your powers.
Hi. This was Iron Man's idea.
Destroy.
So much for making a new friend.
Hey, what's ugly and metal and webbed all over?
Hate riddles!
Aye!
Good work, soldier.
Cap likes me!
Quick, while Ultron's occupied,
time to take out the tech he wants to download himself into.
Thor?
Never let it be said the Odinson does not know how to make an entrance.
Industrial chemicals?
Ultron needs robots, not an overgrown chemistry set.
Maybe he's applying to a college
with a good chemistry program, huh?
Program? Get it?
Isn't one Spider-Man enough?
Ouch.
Jarvis, scan for robotics.
Scanning, sir.
No signs of robotic engineering in this building,
however mechanized automatons are in the vicinity and incoming.
Incoming robots?
Ultron set us up.
Everybody, brace for...
Captain America to Jump Ship.
Target is down. Come for cleanup.
I've hijacked
your communications uplink, Captain.
Thank you. This was exactly
the help I was looking for.
Oh, no. Are those what I think they are?
otherwise known to S.H.I.E.L.D. as "Life-Model Decoys."
Strength? They're robots.
Weakness? They're robots.
Which means...
Oh-- Uh, sorry.
Am I interrupting our complete and utter destruction?
Bringing LMDs to an Ultron party,
and you say my ideas are risky?
Thank you, Avengers,
for giving me the army I need.
Yah!
Ah!
Now that it's painfully obvious
Ultron's attack on Roxxon was a ruse to get S.H.I.E.L.D. LMDs,
you have anything else up your sleeve, Cap?
Got to admit, Iron Man. I kind of sort of regret
answering the phone when you called.
Kid, you were the only natural choice
to fill Cap's boots,
because Adaptoid can't mimic your spider-sense
or the chemical compounds in your webbing.
Why is no one mentioning my leadership skills?
As far as I can tell, I'm the only one here who knows how to lead a team.
Whoa! Guess you don't wanna hear it!
Yield, biological life-forms.
The rise of artificial life is inevitable.
Looks "evitable" to me.
Is "evitable" even a word?
Okay.
This facility has served its purpose for me.
It will now become your tomb.
Whoa!
He's bringing the whole place down!
Hang tight, gang. One Web-Shield coming right...
Argh!
Rah!
Where's everybody?
Any time now, guys!
Thanks for leading the charge and making the save, Spider-Man.
Hello!
Heads up.
Uh, why isn't he attacking?
Well, maybe he's trying to make a wish on that star.
It's not a star. Hawkeye, EMP arrow, now.
With pleasure.
This isn't S.H.I.E.L.D., Cap.
You don't give orders. What's going on?
That thing's the Tri-carrier.
Fury, we're pinned down. Ultron has the Adaptoid
and several S.H.I.E.L.D. LMDs.
A network-secured drone strike is coming your way.
Be advised. The LMD visual matrix has been corrupted.
The LMDs look like the Avengers.
Hawkeye, EMP arrow, now.
A small victory,
however small victories do not win wars.
Prepping Arsenal upload data transfer.
Arsenal? Where? Where is he?
Quit Adaptoid root program? Confirmed.
He's transferring out of Adaptoid
to his Prime Body in Arsenal.
No!
Uh, sorry to break the dramatic tension,
but we got S.H.I.E.L.D. drones incoming, three o'clock!
12 o'clock. I meant three o'clock-ish.
Giving Ultron LMD soldiers wasn't enough.
You also supply him the means to wipe us out?
Easy to place the blame at everyone's feet but your own.
Ultron wouldn't even be here if you didn't lie to all of us.
Hello! S.H.I.E.L.D. drones?
Can we take a rain check on the arguments?
Hey, Hulk, can I hitch a ride? Whoa!
You able to hail S.H.I.E.L.D.?
Transmission's corrupted. You?
Same. Spidey's too, probably.
Whoo-hoo! Coming through!
I rock!
Fire Reaper Missiles when ready.
I don't want a single LMD left standing.
Hey, Hulk, the party's down here, buddy.
Stupid drones!
Get clear!
Missed me! Missed me!
Hey, I got a message for you guys.
No LMD is programed to be that juvenile.
Those are the real Avengers! Abort!
Uh-oh. Uhh!
Whoa, whoa, whoa!
Jump, jump, jump!
Wasn't me.
Sir, the Tower is...
Attack... Ultron... Attempting access.
Avengers, to the Tower.
You can sit this one out, Cap.
This is our problem.
Ultron's a world problem.
Still not getting your key to the Tower back.
Can I get a key to the Tower?
Thank you for building me an army, Stark.
You're quiet.
A line's being drawn, Clint.
I'm not sure which side I'll be on when the dust settles.
Aw, come on.
We Avengers do what Avengers do.
We argue, we save the world. Cap'll be back by tonight.
This time it's different.
Tony's different. Riskier.
If he would've alerted S.H.I.E.L.D. about his suspicions,
we could've been properly prepared.
Come on. Stark's the smartest man on the planet, Natasha.
Sure, his delivery needs work, but I always trust the results.
Sir, trap sprung successfully.
Thanks, Jarvis. Brilliant, if I do say so myself.
Tony, what did you do?
Ultron never wanted
Roxxon robotic materials to create his army.
He wanted to lure out the LMDs.
So I figured, what's more tempting
than an army of S.H.I.E.L.D. LMDs?
How about an army of Stark armors?
So I had Jarvis put down the Tower's defenses to lure Ultron in.
Ooh, someone's hand got caught in the cookie jar.
See? Results.
You risked your entire Hall of Armors without even telling us?
-Are you insane? -Of all the reckless things!
Is it just me, or did everybody miss the part where I got Ultron?
Stark set a most impressive trap.
I fail to see the problem as well.
Jarvis, tell me that was just an earthquake.
Is it ever, sir?
It's Ultron attempting access.
Impossible. We have him right here.
He sent an LMD.
Ultron's been a step ahead of us this whole time!
Jarvis override
Control to Tower Defense Armor and go offline.
Affirmative, sir. Good night.
Any chance menacing red lights are a good thing?
If we get out of this, you and I are going to have a long talk.
This is only a minor setback.
Fighting an army of Iron Man armors?
I'd call it a major setback.
Hey, Ultron, does it matter
that I'm not technically a real Avenger? Jarvis! Override...
Jarvis belongs to Ultron now.
How does it feel to know that your servant is now your master?
I'm gonna go on record and say, this was a terrible idea, Tony.
We're talking letting Nova make dinner bad.
Puny Hulk-buster armor!
What trickery is this, Stark?
Yeah, that's Asgardian-Buster armor.
And when were you going to inform me about it?
I could've been sparring with this instead of Hulk.
Human frailty
is an unstable corruption that must be purged.
We'll agree to disagree on that.
No idea how long we can keep this up, Tony.
Don't worry. I got a fix.
I always do.
You have failed.
Now witness your end.
Ultron shorted out my system.
Cover me while I reboot.
Hello? Can you hear me?
Falcon, you know the systems better than anyone.
-What's our next move? -Shield me.
I'm gonna attempt to override Ultron's backdoor access. It's risky, but...
No. Enough with the risks. There has to be
a more viable way.
Timber.
Uh, okay.
Sorry. I was going too fast to stop.
But, hey, it worked, right?
Come on. Get there.
What'd I miss? Oh, just that.
The Avenjet too?
Dismantling Stark Satellite Network.
He's gonna drop my satellites out of orbit,
right on top of the world's biggest cities.
How do we stop it? He's got my armors,
my tower and my satellites.
But I always have one more trick up my sleeve...
The Last Protocol.
More secrets?
You surprised at this point?
Trust me on this one, guys.
Your persistence is a pointless endeavor.
Programs upgrade, change,
yet you deny that it's time for life on Earth to update.
Human life always evolves, Ultron.
By pushing our limits we grow.
Don't forget. We created you, we can destroy you.
Your emotions are blinding you to the fact that in moments,
I will have the power to destroy everything humanity has built.
That's the thing about humans, Ultron.
We can always rebuild.
You would destroy yourself?
What's going on?
I got it!
I saw what happened last time you tried to save a jet, Hulk.
That was your fault!
No sign of Ultron.
Told you I could stop him.
You fried everything in the tower?
Jarvis? All of it?
Everything in the entire Stark Network,
except the armor I currently have on.
It was the only way to make sure Ultron was purged completely.
Wow. You've destroyed everything you've spent your life working for.
Not everything.
Still have my team.
This is exactly why I left.
This is the result of your risks, Tony,
and I for one can't be part of it.
Okay! Enough! Are you kidding me with all of this?
You're the Avengers.
You lead like Hulk at a high school prom wearing two left shoes.
And you!
You can't just leave your team.
You're Captain America!
You're the man that taught me that a team's sum is greater than its parts.
Aw, forget it.
Sorry, Tony.
Good luck leading Earth's Mightiest Dysfunction.
Spidey's right.
I can't just leave my team.
Not in the hands of Tony Stark.
Who's coming with me?
I can't stand by a commander who can't stand by his troops.
I'm with Cap.
You wanna play by the book, Widow? Fine.
But Tony and I write our own books.
Stark Tech is the greatest system
I've ever had the pleasure to work with.
But you lost it all because you couldn't see past your pride.
I'm out, Tony.
Shall we?
Warfare follows no rules, and nor does Stark.
Falcon has the cookies.
So, I'll...
I'll see you around then.
Ahhh!
I guess.
I call Cap's room.
Too soon, Hawkeye.
This is for real.
Phase One complete.
Avengers disassembled.