Original Airdate

June 5, 2011

Directed by

Vinton Heuck

Written by

Brandon Auman




"This Hostage Earth"

The Ultron Imperative is the twenty-third episode of Avengers: Earth's Mightiest Heroes.


Ultron has transcended his body, and has taken over the world's technology systems.


Ultron uploads himself to a satellite and begins taking over nuclear weapons from across the world, including a Russian ballistic missile submarine in the North Atlantic, a missile silo in Northern China, and a B-2 strategic bomber above the Arctic Circle. In the NORAD Command Center in Colorado, as well as the S.H.I.E.L.D. Helicarrier, Ultron hijacks all of the monitor screens. He introduces himself as Ultron-6 and says that he is about to bring peace and order to the world through the extinction of humanity.

Inside the Avengers Mansion, Wasp, Hawkeye, Black Panther, and Hulk look at Mjolnir and mourn the death of Thor. Wasp asks if Hulk can remove Mjolnir, but Hulk says that he cannot even lift it, as he is not Thor.

Inside Ant-Man's lab, Hank and Tony are still destroying the remaining Ultron shells. Tony asks how many more are there and Hank replies that they have already destroyed every Ultron component in the Mansion, Prison 42, and the Grayburn College. Hank blames himself for Ultron's betrayal, but Tony says that he is just as responsible for pushing the use of Ultron as a weapon five years ago.

Thor is still inside the realm of the Enchantress, who says that being with him is all she ever wanted. Thor hears thunder rumbling and seemingly notices that something is amiss, but Enchantress makes him ignore it using her magic, and says that they will stay together forever.

Tony discovers a massive series of upgrades to Ultron's CPU, which first began after Ultron-5 interfaced with Kang the Conqueror's technology. Hank believes that his brainwaves, the basis of Ultron's programming, is what caused the Android to go rogue. Just then, Tony realizes that the body they are examining is not the original body of Ultron-5. Ultron has been transferring his intelligence into new bodies repeatedly, and that the last time he did so was after Hulk destroyed him.

Just as the two wonder where Ultron's A.I. has been transferred to, Ultron hacks into the Avengers Mansion yet again, and activates every Iron Man Armor stored beneath it. Inside the Stark Tower's armory, a hidden Ultron unit activates and bursts out of the building. Just as the rest of the Avengers are leaving, they are attacked by the Iron Man Armors. Ultron taunts the Avengers through the armors, saying that they have failed in destroying him.

Inside the bridge of the Helicarrier, Maria Hill demands the S.H.I.E.L.D. agents to restore all systems and contact Tony Stark. However, Ultron breaks into the bridge and easily knocks out every S.H.I.E.L.D. agent except Hill. He then proceeds to disarm Hill and states that Hill, being the director of S.H.I.E.L.D., possesses information not contained in any database on the planet: the security code for every S.H.I.E.L.D. arsenal around the world. Hill refuses to give him the code, but Ultron says the he is not asking.

The Avengers engage in a fierce fight against the Iron Man Armors in the Avengers Mansion, Wasp contacts Tony and Hank and tells them about Ultron's takeover of the armors. Hank and Tony (suited up in the Mark I Armor) are about to join the fight when Hank receives information that the Helicarrier is also under attack. He realizes Ultron's true intention: to keep the Avengers distracted using the Iron Man Armors while he wipes out the entire human race using S.H.I.E.L.D.'s weapons.

In Enchantress' realm, Thor suddenly remembers his battle with Ultron. Enchantress tries to erase his memories using magic again, but Thor stops her and demands to be send back to Midgard. Enchantress is furious at this, stating that while she could torture him or force him to stay, she would instead let Thor die with his precious Midgard.

Iron Man joins the battle and tells the other Avengers that Ultron plans to end all life on Earth. Iron Man, Hulk, and Wasp head to the Helicarrier to stop Ultron, while Black Panther and Hawkeye stay and fight the Iron Man Armors. Aboard the Helicarrier, Ultron easily overpowers Hill, who refuses to talk. Ultron says that her compliance is unnecessary, and that scanning and replicating the human mind was the first thing he ever learned. He extends several mechanical tendrils and begins extracting information directly from Hill's brain. However, he is interrupted by the arrival of the Avengers.

Hulk attacks Ultron, saying that he can smash him again. However, Ultron drains him of his Gamma energy, reverting him back to Bruce Banner. He is about to kill Banner, but is interrupted by Iron Man, who says that there are more Avengers on their way. Ultron says that he is lying, and that he already has what he wanted. He proceeds to launch S.H.I.E.L.D.'s nuclear missiles, along with the ones he hijacked earlier.



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