"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." "Smash... you.." "Even if you take us down, there are more avengers on their way." "You are lying, but that is inconsequential." " I have what I need." " What does he mean?" "The codes." "He's got SHIELD's missile codes." "DirectorMariaHill, security codes accepted." "Nuclear missile launch in progress." "He's firing a nuclear missile?" "No, not a missile." "All of them." "Humanity has failed as a species." "You have accomplished much with your limited capacity, but ultimately you were too greedy and too frail to ever last in the environment you have created." "Soon the earth will no longer be inhabitable for any biological organism." "Man, woman, child, plant, animal, fungus, or bacterium." "All life will cease to exist." "This is not a threat." "There is nothing you can do to stop it." "The process has already begun." "I receive no pleasure in this." "It is simply the only solution." "There must be peace and order." "The end of life on earth will ensure that." "Good-bye." "No way." "Where is Ultron?" "Tony!" "We have do something." "No kidding." "No!" "Ultron, we would have words with thee." "Error:" "Contradicting data." "The entity known as Thor was disintegrated." "Solution:" "Resolve contradiction." " Can you recall the missiles?" " Normally, yeah." "I could even detonate missiles remotely without unleashing the warheads." "But we were completely locked out of our systems before" "Before" "This is it, isn't it?" "Hey, hey, Hill." "Ultron locked you out?" "Then we unlock you." "That's what the Avengers do." "We save the world." "Hey, you're not supposed to have guns." "Hank didn't put those in you." "This chassis was designed by Henry Pym, and modified by Tony Stark." "That's just perfect." "What did Hulk contribute, your bad attitude?" "Error:" "Shielding offline." "Come on, come on." "Back off." "You can't hurt me." "False." "You are referring to the flaw in Ultron-5's programming." "I am Ultron-6." " The flaw has been corrected." " Ultron!" "Doctor Pym." "Just as illogical and weak as the rest of your species." "Hank!" "Now, we end this, machine." "Stark, we're running out of time." "I've got access to the missile's programming, but I can't send the detonation command." " We have to override Ultron's control." " Can you do that in three minutes?" "upload in progress." "I am aware of your presence here." "You must know that if this body is destroyed," "I will simply upload into another." "I know." "Grr." "What do you hope to accomplish here?" "No virus can stop me." "It's not a virus." "It's logic." "Upload complete." "Good-bye, Ultron." "Stark?" "Come on." "Victory is yours, Ant-Man." "Your plan was sound." "Wait." "We had a plan?" "During the fighting at the mansion, I realized there was a flaw in Ultron's logic." "Because his programming is based on the human mind, he himself is as flawed as us, and therefore part of the problem." "Ultron couldn't exist in his own imperative." "Hank, you did it!" "You saved the world..." "With science, even." "It's because of him that the world was in danger In the first place." "Ultron was his machine." "Look, Maria" "No, she's right." "She just returned you to earth?" "Aye, the enchantress' fury was great, but she told me that sending me back to Midgard was a fate worse than death." "I fear that as dangerous as Ultron was, something worse is coming."