- Ultron Avengers
- Iron Man Synthezoid (Destruction)
- Ms. Marvel Synthezoid (Destruction)
- Hawkeye Synthezoid (Destruction)
- Captain America Synthezoid (Destruction)
- Thor Synthezoid (Destruction)
- Jocasta (First and only known appearance)
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 Synthezoid-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 Clint seems to prefer the energy shield that Tony originally made to replace Cap's broken shield, because it serves a number of functions, including shooting lasers and becoming a light saber. 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 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 "Synthezoid-Avengers" go after Thor, once again employing the “We don’t like you, you can’t play with us anymore” method.
Cap follows the Synthezoid-Avengers 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 here for myself? To save my own life? No, I’m here for them, and that’s something you’ll never understand, machine.” 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 Synthezoid--Thor, Clint kills Synthezoid-Ms. Marvel 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 her to check if he's a Skrull).” However, Ultron really can’t be destroyed, due to him being made of adamantium. “Well, we’ll just have to 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. 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 team sadly stand around Vision as he lies on the ground.
- 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.