The Avengers: Earth's Mightiest Heroes Wiki

Ultron-5 is the twenty-second episode of Season One of Avengers: Earth's Mightiest Heroes and the overall series.


Ant-Man, tired of the unending violence, quits the team while Ultron attempts to bring about peace.


In a subway station, the Avengers confront the Serpent Society, who have taken hostages. The Avengers are about to attack before they are stopped by Ant-Man, who tried to convince both sides to resolve the conflict peacefully. He reveals that most of the Society, including King Cobra, were once his patient in the Big House, and attempted to negotiate with them.

King Cobra is completely uninterested in talking, however, saying that Madame Viper and HYDRA will soon arrive to support them. Completely unaware that HYDRA has already been destroyed. Hawkeye tells him that Madame Viper is already under S.H.I.E.L.D. custody and that HYDRA is no more. King Cobra is surprised, mentioning a "message" he received. The other Avengers tell Ant-Man to move out of the way, and Hank offers to replace the civilians hostages with himself. Unfortunately, King Cobra, convinced that the Avengers are lying, orders the Society to attack.

The Avengers eventually defeat the Society, but they managed to escape. The rest of the team berates Hank for letting the villains get away, but Hank simply shrinks down, saying that he is quitting.

Back at the Avengers Mansion, Hank packs his belongings and prepares to leave, saying that he never wanted a life of violence and that humanity may be failing as a species. Ultron agrees, saying that humanity's tendency for violence and chaos cannot be overcome. Iron Man tries to convince Hawkeye to have Jane Foster tend to his wounds, and Thor comments that Hawkeye has the spirit of a true warrior. The Wasp asks Iron Man to convince Hank to stay, Iron Man replies that they cannot force him to stay, but Wasp argues that Hank is a vital member of the Avengers. Tony tries to convince Wasp, saying that the only reason Hank joined the Avengers is because of her and that being a scientist and a pacifist, Hank never liked the idea of being a superhero to begin with. Angered, Wasp decides to talk to Hank by herself.

Tony remembers what Cobra said about receiving a message from Madame Viper, and wonders who sent it. Thor tells Iron Man that he has been unable to break the barrier between Earth and Asgard, and asks if he can return him to his home with technology. The two are interrupted by Hulk and Black Panther, who have brought in Red Ghost and his Super-Apes.

The Black Panther informs the others that they intercepted the Red Ghost while he was trying to attack the Fantastic Four, who were not home at the time. However, he notes that the Red Ghost received schematics and security codes of the Baxter Building from an anonymous source.

The Wasp tries to convince Hank to stay with the Avengers, but Hank is adamant to leave, believing that there is a better way to help people, one that does not involve violence. Tony traces the transmission Red Ghost received to the Avengers Mansion, but all of a sudden, the Avengers Mansion's system malfunctions. Back in Ant-Man's lab, Ultron knocks out Hank without warning and captures the Wasp.

Iron Man connects his Mark VII Armor to the Mansion's computer in an attempt to correct the problem, but the armor springs to life without command and begins attacking Thor. Hulk and Black Panther are loading the prisoners into a Quinjet when it suddenly blasts off into space with Hulk inside. In the meantime, another Quinjet begins firing at Black Panther. 

Iron Man is powerless to resist or talk to his friends as communications are shut down. Their fight is soon taken outside. Hawkeye, Captain America and Black Panther rush to the console room to investigate the noise, with Panther telling them Hulk was shot into space. In the sky, Iron Man manages to talk to Thor and instructs him how to shut down the Mark VII. The Avengers are then attacked by remote controlled Iron Man armors such as the Mark IIMark IIIStealthSilver Centurion and the Hulkbuster

Ultron has taken Wasp and trapped her within a forcefield. As he cannot harm her, he will study her until he can overcome the block in his programming. He tells Wasp that he was the one who sent Radioactive Man, Red Ghost, and the Serpent Society after the Avengers in order to distract them while he secretly upgraded his programming and weapons. 

Thor, Hank, and Iron Man regroup where Hank tells them what happened. Once the Avengers disable the rogue Iron Men they rush to save Wasp. Thor breaks down a wall, only to be shot by Ultron. He is seemingly vaporized by the blast, leaving only his hammer. Furious, Wasp escapes the forcefield she is trapped in by growing to giant size and crushes Ultron, but immediately shrinks back down, seriously weakened by this.

The other Avengers fight Ultron, but he is completely unphased. During the fight, Wasp attempts to convince Ultron to stop, saying that Hank programmed him to be unable to harm her for a reason. However, Ultron dismisses her, believing his creator to be as flawed as the rest of humanity. Captain America throws his shield at Ultron, but he catches the shield and scans it, saying that he intends to eliminate humanity to achieve peace and that he will soon become unstoppable.

In space, the Quinjet carrying Hulk explodes, and Hulk jumps back into Earth's atmosphere, carrying the containment tanks of the Super-Apes.

Ultron manages to knockout Captain America, Wasp rushes to protect him, but Ultron says that she cannot stop him. However, Hank arrives and immediately orders Ultron to shut down with the codeword "Synthezoid". Ultron complies but immediately reactivates, saying that he has evolved beyond his programming. Hank asks him why they are doing this, and Ultron replies that he is simply doing what is necessary to bring about peace and that Hank lacks the strength to do what is necessary.

Ultron is about to attack Hank, when Iron Man joins the battle, wearing the Mark I Armor, the only suit of Iron Man Armor without onboard computers. Hulk then comes crashing down and tears Ultron apart, Hank then removes Ultron's power core, finally shutting down the android.

Grief-stricken, Hank questions how this could have happened. Tony tells him that all the remaining Ultron shells and programming must be destroyed, Hank agrees but says that none of it changes anything, as he was the one who gave Ultron the ability to kill Thor.

However, Thor survived and awakens in a peaceful field with the Enchantress, who convinces him that everything is fine now that they are together.

Hank destroys all the disks containing Ultron's files. However, unbeknownst to him, Ultron-6 has already uploaded his programming.



  • Wasp demonstrates the ability to become a giantess, but she never does it again for the rest of the series.
  • This episode has the last appearance of the different intro from Season 2 with 8 Avengers from Season 1 in US version. However, the segment of "Previously on Avengers..." will be used again in all episodes of Season 2.
  • Hulk ripping Ultron in half is the same reference of his Next Avengers counterpart.