The Avengers: Earth's Mightiest Heroes

Shto?

Director Hill, we've got a problem.

We're losing all systems. Something is--

I am Ultron-6,

A cybernetic intelligence created by doctor Henry Pym.

My imperative is to bring peace and order to this world.

I am about to fulfill that imperative.

For the extinction of humanity begins now.

This can't be happening.

I can't believe he's gone-- That Thor is gone.

Should-- should we move his hammer?

- Hulk maybe-- - Can't move it.

Can't even pick it up.

- Why not? - Because I'm not Thor.

How could this happen?

- I can't believe that Hank-- - What?

You can't believe that your boyfriend's pet robot went nuts?

That it put Captain America in the hospital and almost took down the whole team?

We were lucky. Thor wasn't.

I can't believe this is happening.

How many others are there?

This is the last of them.

That's every Ultron component that was at the mansion.

42 is clear, so is the lab at Grayburn College.

I just don't understand what went wrong.

Ultron was supposed to be a force for peace,

- for order. - Hank, this isn't your fault.

I was just as responsible. I pushed using Ultron as a weapon from the start.

The work we did at Stark Industries, before you left--

Ultron was my responsibility.

I'm the one who allowed this to happen.

I just--

I just don't understand how I could've created something that would do this--

Something that would kill Thor.

Ooh, this is why I saved you, my love.

This is all I ever wanted.

To the two of us alone,

to the two of us alone.

We will be together. Forever.

There was a massive series of upgrades in Ultron's CPU.

I'm trying to pinpoint the cause.

Tony, I map human brain patterns onto a machine.

Any one of a million things could have gone wrong, It's a completely new--

It's me. I used my own brain waves as a template--

A starting point to create Ultron.

My mind made it go bad.

The first sign of deviation came after Kang's invasion.

And Ultron-5 did interface with Kang's tech. Maybe--

Wait. This isn't Ultron-5.

- What? - This body, it's not the original one.

The programming has been uploaded into it according to this data stream.

Ultron's been transferring its intelligence into new bodies, over and over.

The last time it did it was an hour ago.

- That's after we destroyed it. - Yeah,

so where did it transfer its A.I. to?

Stark, what are you--

That's a lot of Iron Mans.

You attempted to destroy me, Avengers.

Ultron?

You failed.

I want all systems back up, right now.

And, Sitwell, get me Tony Stark.

Maria Christina Hill, director of SHIELD.

As such, you are in possession of information not contained in any database on the planet.

The security codes for the worldwide SHIELD arsenal.

And you think I'm gonna hand them over to you?

You misunderstand.

I am not asking.

- Hawkeye! - Whoa!

Tony, it's Ultron.

He's taken over your armor. All of them!

I'm coming with you.

No, stay here. Destroy the rest of the Ultron pieces.

- We have to make sure-- - Wait.

The SHIELD helicarrier is under attack.

- It's Ultron. - We would Ultron attack SHIELD?

He's programming. What he said before.

The only way he can achieve his goals is through the extinction of humanity.

Shield has the ability to do that.

Ahh! Thor, wait!

Have at thee, machine! No!

This-- this is not right.

- My love? - I--

I was in battle.

There was a flash of light.

Do not be troubled, Thor.

Such memories will go--

You will return me to Midgard now, witch.

Or by Odin you will know my fury.

I am trying to save you, fool.

I do not want your help or your affection.

But if you wish to fight me, I will oblige you.

I could hurt you. Torture you.

I could force you to stay.

But if you love your precious Midgard so much,

then you can go die with it.

Guys? A little help here.

Get out of my suit.

Your armor, like all of humanity, is obsolete.

Accept your end.

Yeah, I don't think so.

What's happening? I thought Ultron was destroyed.

Yeah, so did I. The real Ultron is attacking the SHIELD helicarrier Right now.

- We've got to stop him. - Stop it from doing what?

What does he even want?

It wants to end all life on earth.

Oh.

You go, take Hulk and Wasp.

Panther and I will finish up here.

- Clint-- - Go!

Yeah, I know, I'm dumb.

Never. I'll never tell you.

As I said, your compliance is unnecessary.

Scanning and replicating the human mind was the first thing I ever learned.

Gonna enjoy this, robot. This is for Thor!

I cannot be defeated, monster.

But I do not expect you to understand that.

I smashed you before. I'll smash you again.

No, you will not.