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The Ultron Imperative is the twenty-third episode of Season One of Avengers: Earth's Mightiest Heroes and the overall series.


Ultron-6 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 (Excluding Captain America, because he's wounded) 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 because he's not worthy; like he tried to lift Mjolnir in "Hulk Vs. Thor" where Loki was controlling Hulk to kill Thor and all Asgardians.

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.

As the Avengers and Hill attack Ultron, he simply absorb every hit using an energy shield while broadcasting a speech stating that mankind was too weak to survive in the environment it created, and plainly stating that all life on Earth will soon cease to exist. At the Avengers Mansion, Hawk-Eye and Black Panther continue to battle the Iron Man armors while Ant-Man work on a device. Just as the Iron Man armors are about to finish off Hawk-Eye and Panther, the two are saved by Thor, who demands to know where Ultron is.

At the Helicarrier, Ultron finally goes on the offensive, knocking out Wasp and Hill and tearing off Iron Man's helmet. As he prepares to kill Iron Man, Stark refuses to back down and decides to face death with dignity. However, he is saved by the arrival of Thor and the rest of the Avengers. Though surprised by Thor's survival and heavily damaged by Mjolnir, Ultron instantly repairs himself and engages Thor in combat. As the two clashed, Stark asks Hill if she can stop the missiles. Hill replies that Ultron locked her out of the system, and Stark promises that he will unlock the system and the Avengers will save the world.

Ultron quickly begins overwhelming the Avengers with his various weapons and self-repair ability. Wasp confronts Ultron, saying that he cannot hurt her. However, Ultron grabs her, replying that this flaw was only present in Ultron-5, and that he, Ulron-6, no longer has it. Before he can harm her, Ant-Man flies into his head in ant-size, and Thor frees Wasp. With only three minutes until the missiles hit, Stark desperately tries to order them to self-destruct.

Ant-Man begins to upload something into Ultron's electronic brain. Ultron speaks to Ant-Man, saying that he is aware of Ant-Man's presence, and that he can simply upload his programming to another body if this one is destroyed. Ant-Man replies that he knows. As Ultron defeats Thor and Stark still fails to destroy the missiles, Ultron boasts that no virus can harm him, to which Ant-Man replies that he was not uploading a virus, he was uploading logic. Soon after, Ultron shuts down. With only two seconds to spare, the missile detonation command finally goes through, saving the world.

Ant-Man explains that since Ultron's programming was based on a human mind, he was just as flawed as the rest of humanity and therefore cannot exist in his own imperative. Wasp hugs Ant-Man, saying that he saved the world, but Hill interjects that he was the one that put the world in danger in the first place by creating Ultron and she fired him, because Nick Fury has got no use for hot-shot amateurs. Stark tries to defend Ant-Man, but he simply agrees and walks away, because he's kicked out of the team.

Back at the Avengers Mansion, Thor explains to Stark how despite her fury, the Enchantress simply sent him back to Midgard, saying it would be a fate worse than death. Thor fears that a danger greater than Ultron may be coming as Stark gazes into the burning fireplace.



  • The final scene of the episode may be a subtle reference to Surtur, who is a god of fire.
  • Captain America does not appear in this episode, because he could have been wounded after the battle from the previous episode.