The Avengers: Earth's Mightiest Heroes Wiki

Ultron Unlimited is the 17th episode of Season 2 of Avengers: Earth's Mightiest Heroes and the 43rd episode of the overall series.


The Avengers are attacked by their robotic versions of themselves as part of Ultron's plan to replace humanity. One by one, each team member is captured until Captain America, as a one-man army, stands alone against Vision, Ultron and his synthezoid Avengers.[1]



Ms. Marvel is replaced.

Tony, or something that looks and sounds like Tony, tells Ms. Marvel that she has to leave the team, because she’s not good enough. Although it becomes clear that this is not, in fact, Iron Man. He takes her out easily, and Vision and more robo-Avengers show up, implanting a little robotic scorpion into her central nervous system.

Back at the mansion, Cap is training with his old shield. Clint seems to prefer the energy shield that Tony originally made to replace Cap's broken shield, because it serves a number of functions, including shooting lasers and becoming a lightsaber of Star Wars. He also ribs Cap for not knowing how to text on the Avengers ID card. But Cap, being the kind of guy that he is, thinks he’s doing pretty well. A robotic Hawkeye shows up to attack. “Just getting this out of the way: I’m me.” Clint says before attack. A robotic Cap shows up too, and a fight ensures before Clint is subdued. One Cap walks out of the wreckage, carrying the vibranium shield. “Captain America is obliterated.” It's apparent that he is the real Captain America, having infiltrated the Synthezoid Avengers without suspicion.

In her room, Jan is brushing her hair when she’s confronted by Vision, whose directive is to take her unharmed. Jan shrinks down and fights back, and Vision, going against his programing, accidentally shoots Jan in the shoulder while fighting back, burning her. He realizes he’s violated his directive, but also clearly feels guilty for hurting Jan. Finally, the "Robovengers" (and the Flesh and Bones Captain America, pretending to be a robot) go after Thor, once again employing the “We don’t like you, you can’t play with us anymore” method.

Cap follows the Robovengers back to Ultron’s lab where he finds the rest of the Avengers locked in some sort of energy torture force field. Ultron admonishes Vision for harming Jan, and when she comes to, he tells her what he intends to do with her. Her mind will be transferred into a female robot called Jocasta. “You will be made… perfect.” Remember: Hank built these robots. Of course it would want to turn Jan into a lady robot. Jan tells Ultron that he’s becoming more human by “making himself a girlfriend.” She’s locked away with the others. Vision is clearly having a change of heart.

Ultron detects Cap’s human presence with the others, and he immediately begins to fight. Vision tells him that he will never win against the perfection of a machine. “You think I’m fighting for me? To save my own life? That's why you'll never win. I'm not fighting for me. I'm fighting for THEM! And that's something you'll never understand, machine! It's the very thing that makes us human.” He frees the other Avengers. “Pick a robot and take it down.” And thus begins an awesome robot massacre. Thor smashes the head off of Robo-Thor, Clint kills Robo-Carol with arrows and tells Carol “nothing personal" (obviously referring to the moment where Ms. Marvel fought with Hawkeye trying to force him to go to S.W.O.R.D. with here to check if he's a Skrull). However, Ultron really can be unbreakable and never be destroyed, due to him being made of adamantium from the Weapon X. “Well, if you don't mind, we'll keep trying.” A heavily damaged Vision then phases his hand into Ultron’s head and disables it, allowing Thor to knock it from his body, but not before Ultron damages Vision with repulsors and Ultron explodes. The team is about to leave when Cap goes to rescue Vision since he saved their lives, despite Wasp's plea to let him burn.

Outside, Captain successfully rescues Vision and brings him outside. Vision, malfunctioning, says he saved them because he realized Ultron was wrong. “Ultron created me to be perfect, and he thought that meant less human. To be cold and unfeeling. I wish to be perfect, but I believe that means being more human.” The episode ends with the team sadly standing around Vision as he lays on the ground.


Captain America: (Confronting Vision) You think I’m fighting for me? To save my own life? That's why you'll never win. I'm not fighting for me. I'm fighting for THEM! And that's something you'll never understand, machine! It's the very thing that makes us human.

Ultron: (after blasting Vision in the face) I see now that you, my first creation, are a failure. Failure will not be tolerated.

Vision: I did not fail. I achieved my objective: your head is now unlocked from your body.

Ultron: Unacceptable! Repair in...

Thor: (before whacking Ultron's head off) ULTRON!!!

Hawkeye: Good shot.

Thor: 'Twas satisfying, indeed.



  • The Vision becomes an Avenger after saving the captured Avengers.
  • This episode is the first to feature Weapon X, and Adamantium. Possibly a foreshadowing of Wolverine, or a reference to Wolverine and the X-Men of the previous series in the Yost Universe.


  • Yellowjacket joined the Avengers in the next episode, but in this episode Ultron (Yellowjacket and Iron Man's creation) attacked the Avengers.
  • Ultron's final appearance on the show.
  • The Synthezoid of Captain America uses the Energy Shield, because it's the different type of villain than Captain America's Skrull Impostor.
  • The Black Panther of Flesh and Bones appeared in the intro, but not in this episode. However, his synthezoid appeared, but it's not completed.
  • The reveal of synthezoid Iron Man in this episode almost directly mirrors a scene from the then-recent Ultimates 3 #3, in which wasp is neutralized by an Ultron-created duplicate of iron man, even down to the exact phrase, "Who said anything about me being Tony?"