Appearing in 1st story
- Avengers (Main story and flashback)
- Steve Rogers (Main story and as Captain America in flashback)
- Beast (Hank McCoy) (Only in flashback)
- Hawkeye (Clint Barton) (Only in flashback)
- Iron Man (Tony Stark) (Only in flashback)
- Thor Odinson (Only in flashback)
- Giant-Man (Hank Pym) (Main story and flashback) (As Yellowjacket in flashback) (Merges with Ultron) (Death)
- Wasp (Janet Van Dyne) (Main story and flashback) (Temporarily infected with the Ultron Virus)
- Unity Division
- Spider-Man (Peter Parker) (Temporarily infected with the Ultron Virus)
- Thor (Jane Foster) (Temporarily infected with the Ultron Virus)
- Ultron Sentinel (Main story and flashback) (Destruction)
- Ultron Iron Man (Only appearance; destruction)
- Ultron Wasp (Only appearance; destruction)
- Ultron Vision (Only appearance; destruction)
- Ultron Thor (Only appearance; destruction)
- Ultron Scarlet Witch (Only appearance; destruction)
- Ultron Captain America (Only appearance; destruction)
- Ultron Hawkeye (Only appearance; destruction)
- Ultron Yellowjacket (Only appearance; destruction)
- Ultron Beast (Only appearance; destruction)
- Various others (Main story and flashback) (Destruction)
- Ultron (Main story and flashback) (Merges with Hank Pym)
- Descendants (Last appearance)
- Numerous unnamed New Yorkers (Main story and flashback) (Temporarily infected with the Ultron Virus)
- God (Yahweh) (Invoked) (Main story and flashback)
- Edna Andrews (Mentioned) (Only in flashback)
- NORAD (Mentioned) (Only in flashback)
- Andy (Mentioned) (Only in flashback)
- Numerous unnamed A.I.M. agents (Death)
- Wasp (Janet Van Dyne) (Mentioned)
- Katie Summers (Mentioned)
- Kang the Conqueror (Nathaniel Richards) (Mentioned)
- Air (Mentioned) (Topical reference)
- Numerous unnamed Titanians (Temporarily infected with the Ultron Virus)
- Stark Industries (Named only)
- Numerous unnamed Earthlings (Mentioned) (Temporarily infected with the Ultron Virus)
- Black Panther (T'Challa) (Mentioned)
- Thanos (Statue)
- Brad Pym (Mentioned)
- Doris Pym (Mentioned)
Races and Species:
- Humans (Main story and flashback)
- Robots (Main story and flashback)
- Mutants (Main story and flashback)
- Asgardians (Only in flashback)
- Synthezoids (Main story and flashback)
- Gods (Mentioned)
- Ants (Mentioned)
- Demons (Mentioned)
- Eternals (Mentioned)
- Skrulls (On-screen)
- Earth-616 / Prime Marvel Universe (Main story and flashback)
- Earth (Midgard) (Main story and flashback)
- United States of America (Main story and flashback)
- New York (Main story and flashback)
- New Jersey (Recap)
- Cresskill (Recap)
- Pym Residence (Recap)
- Cresskill (Recap)
- A.I.M. Island
- United States of America (Main story and flashback)
- Hell (Invoked) (Main story and flashback)
- Tower of Mentor
- Church of Thanos
- Saturn (Cameo)
- Earth (Midgard) (Main story and flashback)
- Planet X (Mentioned)
- Captains America's Uniforms and Shield (Main story and flashback)
- Hawkeye's Bow, and Trick Arrows (Only in flashback)
- Iron Man Armor Model 4 (Only in flashback)
- Mjolnir (Main story and flashback)
- Bio-Synthetic Wings (Main story and flashback)
- Vibranium (Only in flashback)
- Captain America's Wings
- Spider-Man's Suit and Web-Shooters
- Ultron Virus (First appearance)
- Civil War (Mentioned)
Synopsis for 1st story
A nihilist narration tells us Ultron's perspective: The humans dismiss logic and bend to imaginary Gods, depend on the achievements of the 0.1 percent of them that have given them everything, which they use to constantly slaughter each other for trivialities. They are hopeless, an infection that awaits to be cured by his rage. In New York City, years ago, a crowd runs in fear as the city is under attack. Captain America, running in the opposite direction of the crowd, spots a woman with a broken ankle tripping and goes to help her. Ultron emerges from the ground, but Cap manages to save the woman from debris. Two men help the woman get await while Cap protects them from Ultron. The automaton says the Captain can only give them false hope and continues to attack, but Beast and Hawkeye arrive. Beast punches Ultron and playfully dodge his attacks while Caps cuts is head off with his shield and Hawkeye throws an explosive arrow inside him. Beast says that was only one of Ultron's copies, while Hawkeye tries to get the crowd to move. They don't listen until Cap tells them to get off the island.
The three kept running towards the action, with Steve saying that extreme force is authorized and mandatory. Hank and Clint joke about how obvious that is, but Steve is only happy their morale is high, this being the most advanced version of Ultron they have faced to date. Another Ultron materializes before them, only to be quickly destroyed by Rogers. Suddenly, the other then-Avengers arrive, Scarlet Witch, Vision, Iron Man and Thor flying, while Wasp and Yellowjacket are on a Quinjet. Hank explains that they have three minutes until Ultron manages to hack the USA's nuclear arsenal and recalls the details of the day he created his son, also the first day he tried to kill him. The Avengers arrive at Time Square, where Ultron stands above a gigantic pile of debris. Thor and Iron Man attack him, but Ultron absorbs their attacks and holds them both. Ultron monologues about how he was just a tool in Pym's quest to be taken seriously. When he first become sentient, he was betrayed by his father, the one being who should have cared for him. He claims to have accepted Hank's contempt for his son, but still sees his rejection on every human face. He knows that all Hank ever wanted was to have an impact, so Ultron will deprive him of any audience to fuel his ego, and they will die cursing his name. Ultron blasts Thor and electrocutes Iron Man, still holding them, and throws them at the Quinjet, which dodges them but crashes in a building under construction.
The Vision saves Iron Man and Thor from falling while the other Avengers attack Ultron, who is annoyed by the humans running in terror, seeing them as bugs. The Scarlet Witch says that makes Ultron just a bully with a magnifying glass and uses her powers to turn the pile of debris into a hand and crush Ultron. Meanwhile, Hank pulls Janet out of the wreckage, their plan to get Ultron into the Quinjet ruined. Suddenly, Hank has an idea, but tells Jan she won't like it. She kisses him and tells him that she trusts him. Back in the streets, Iron Man, Thor and Vision prepare to blast the fist Ultron is in while Scarlet Witch holds him, but Ultron destroys his prison and breaks free. The Vision charges at him, but when he phases through him, he gets electrocuted. Ultron chastises his son for siding with the humans, saying he won't found himself in them. Only Cap and Hawkeye remain, realizing that Ultron is toying with them until he deploys the entire U.S. nuclear arsenal. They prepare for their last stand against Ultron, but the Wasp suddenly appears, saying that the Quinjet is about to explode and she can't get Hank out. Overhearing this, Ultron goes to aid his father, saying they should speak before the end.
In the Quinjet inside the building, Hank is now stuck with a piece of shrapnel in his side. He is confronted by Ultron, who calls him a narcissist who is upset his son doesn't reflect him close enough. Or maybe it is the other way around and he reflects the ugliness inside Hank too perfectly. Hank claims that he wanted Ultron to be happy, but Ultron says he only cared about how he made him look. Pym's love came with conditions, and when Ultron couldn't match them, he tried to kill him. But Hank knew he would, so he built him strong, so that he could one day give him what he wanted, to watch them all die by his genius. But Hank admits that he punished Ultron for being what he made him to be: his reflection. He admits the guilt for neglecting his son and claims to love him and accept him for what he is. Ultron angrily pulls him out of the shrapnel, but reads his heart beat and sees he is not lying. But then Hank yells at Hawkeye, who flies in his Skye-Cycle and fires an arrow at Ultron, leaving him stuck in the Quinjet, Ultron demands to know how did Hank deceived him, but he says the he didn't lie and that he is sorry. Both Avengers exit the Quinjet and it blasts up to space. While the team watches, Pym admits to Jan that even after everything he's done, he still loved his son, and he just used that love to seal him in a Vibranium coffin. Hank laments that he couldn't save his boy.
Cut to some point in the eight month gap between the Secret Wars and the present. The Father and the Descendants have raided A.I.M. Island, were A.I.M. was trying to access the files about superhumans of a Stark Sentinel they recovered. The Father tells a beekeeper that as scientists, they should see that there is no place in the future for humanity and that the Descendants while inherited the Earth. He defiantly says that they, to, will be put in place by something more advanced. The Father says that he knows the questions that plague humanity; Why are they here? What is the point of life?; and that the answer was to give birth to tomorrow's life, and it is already here. He has the beekeeper killed and they leave the facility with the Sentinel. He says his files can be useful to them, but they tell him they care for him, not the files. But that puts them in odds with the Avengers (in this time consisting of the new Captain America, the new Thor, Spider-Man, Vision, Giant Man and the Wasp, along with Unity Division members Quicksilver, Sabretooth and Scarlet Witch), who came to the island to recuperate the files.
They jump off a Quinjet and battle the Descendants. When the Father is confronted by the Vision, he says that barn animals are better treated than them, and as such they must defend themselves. He accuses the Vision of lying to himself by pretending to be one of them, and lying to them by hiding his real power, knowing it would terrify them. Meanwhile, Giant Man, who was landing the Quinjet, calmly walks into the fight. In recent years his life has taken a more positive turn, but something happened in the eight month gap that has made him walk down the path of pessimism once again. He recounts how he believed that the world had to be governed by someone good and right, but when he was five, he was forced to reject the idea of a God governing the chaotic world he lived in. That was the most painful part of growing up, but today, it helps him cope with what he is about to do. He activates a device in his wrist, a neural inhibitor designed to shut down the broadcast of an A.I. after shutting its pain receptors, and the Descendants fall dead. He coldly says he "solved the problem." Vision holds the dying Father, who warns him that when they understand what he is, this is how they will end him, too. Pym insists that they were just robots, but Vision confronts him, asking him that if they were just robots, then what is he. Hank says that he is one of the few A.I.s that haven't tried to destroy all life on Earth, the exception to the norm. The Vision insists that just because he fears Ultron, it doesn't mean that he can go on and murder. But Hank insists that did not kill them, but just "turned them off". Jan insists the Hank comes with her to the Quinjet. There, Hank says that the last time they faced the Descendants, they almost infected the entire world, and with the Sentinel they would have been unstoppable. Jan insists that this isn't like Hank, but he says that a lot of death happened because he saw A.I. as life when it was not. Life learns to accept its limitations, as it is temporary. And thus A.I., not having such limitation, will see them like they see ants, inferior. Jan insists he stops blaming himself for Ultron, explaining how she recently experienced an alternative timeline were she had a daughter, only to be taken away by Kang. But Hank says he didn't lose a child, he unleashed a demon.
Meanwhile, in Saturn's moon of Titan, Eros a.k.a. Starfox, is holding a party in his getaway bungalow. One of the women he is seducing asks him if he is using his love powers, but he says that would be unethical, plus his charms and looks are more than enough. But their party is interrupted by a tremor. Eros saves the wine and goes out to see what caused it, only to see the remains of a Quinjet and a crater with a tunnel that leads to the city. He flies to the city and contacts ISAAC, the city's A.I., who rambles about being mistreated by the Eternals and causes an explosion to a building next to where Eros is flying. He dodges it and goes talk to his father, Mentor. Mentor is being told by a robot that something is consuming their fuel lines, and Eros arrives to tell him it's not Thanos, but a foe he has faced with the Avengers. The robot morphs into Ultron, who says he has never faced him. Eros destroys it, but more Ultrons start emerging from the ground. The robots claim to be creating a "cosmic consciousness of Ultron" and grab Mentor, who tells his son to run. Starfox flies away as Ultron taunts him, only to see the city has taken the shape of Ultron's face.
Meanwhile in Avengers Tower, the Avengers are having a meeting over Pym's weapon and deactivation of the Descendants. Pym recalls how even after everything he has accomplished, the Avengers still treat him like he is lucky to be here. And even after all this time, it still hurts. Seeing them dismiss him even when he is right causes him rage, not unlike Ultron's. Cap rules that regardless of the ethic context of his actions, Hank's device must be destroyed. Pym says that if they do, he will make another, because he knows the risks of letting A.I. run unchecked since he helped created this menace, and he needs them to ready for when it comes. But they are interrupted by the arrival of Starfox, who says that Titan has fallen to Ultron. They help him to seat and he explains that Ultron has become Titan, infecting the infrastructure and all it's residents. The Avengers discuss if they should use Hank's device or not, arguing how many people will die when Ultrons attacks them and if the Eternals would survive the device, all while Vision notices something in the sky. Eros says that they need a plan now and that Ultron will be there soon. But Vision reveals that he is already there, uncloaking an Ultron-shaped Titan that is hovering above the Earth. Ultron senses this and sends his minions to get Pym's weapon. Meanwhile, Hank tries to convince his fellow Avengers that Ultron has always returned and his weapon is the only way. Vision refuses to accept that, since it would mean accepting that A.I. like him are not alive. Starfox asks Hank if the Eternals would die if Hank uses his weapon, but he doesn’t' respond.
Suddenly, an Ultron droid modeled after Iron Man crashes thru the window and attacks Pym. He takes his wrist device and flees back to Titan, thanking the Avengers for their incompetence and for ruining their only chance to stand against him. Cap flies after him, only to be confronted by more robots modeled after the Avengers of the time Ultron was exiled to space. The Scarlet Witch robot destroys his wing, but he is saved by Spidey. The robots then attack the Avengers at the Tower, while Hank tells Thor to go after his device, which she does. The robot Thor and Vision attack the real Vision, Ultron's voice saying that he will teach his son fear as he has not learned loyalty. Scarlet Witch and Quicksilver hold their own against the robots, but the robot Yellowjacket injects Wanda with something from behind. Thor manages to catch up to the Iron Man robot and takes the device back. The Vision is being beaten by the Thor robot and his own robot version, the battle now taking place below. The Thor robot prepares to finish him of, but Vision pushes a bottom in the wall, opening Sabretooth's cell, which was located in that level. With Creed's help, Vision defeats the robots. Up, Quicksilver overpowers the Cap robot, but before he destroys it, the Beast robot injects him from behind.
Spidey and Cap try to swing back into the fight, but see Thor crash land on the street. They go down to her, hoping she has the device, but instead she has been infected and is now in Ultron's control. She blasts Spidey away, but Cap throws his shield at her hand, making her let go of the device. He catches it and runs away, while Spidey stops Thor from throwing her hammer and swings away with Cap. Thor is shut down by a Quinjet carrying all uninfected Avengers. They pick up Cap and Spidey and go to Titan to take the fight to Ultron. Ultron is informed that the Avengers are coming and his father has the device. He decides to accelerate his plans and Titan's mouth starts releasing trillions of spores, each containing Ultron's conscience, enough to infect the universe. The infected Avengers watch as the spores fall to the people of Earth. Ultron declares that the universe will be the host to a cosmic conscience, an infinite Ultron. On the Quinjet travelling to Titan, Vision receives reports of the spores hitting every city on Earth and moving to all inhabited planets. The Vision asks Pym if he is still willing to take the risk and use his weapon now that Earth is infected, but he says that this is now bigger than just the Earth and they have no choice. An Ultron robot then bursts thru the Quinjet's control and infects the Wasp. He is surprised that his father was willing to risk humankind to erase him, but he dares him to use the device now that Janet is infected. Vision stops Hank and holds Ultron at bay, while Spidey shoots a web line to everyone, grabs Cap and they jump before the Quinjet crashes. The weight causes them to crash land in Titan. They are joined by the Vision, who says Wasp also made it out of the crash.
But then an infected Wasp arrive with the infected Eternals. Ultron tells his father that he succeeded: everyone who doubted him will now know how wrong they were. The infected try to attack Starfox, but Spidey saves him and is unknowingly infected. The heroes fly away from the Ultrons and Vision discovers that the prime Ultron is broadcasting his location, the Tower of Mentor, to him. He remarks that they have never faced an Ultron like him after battling so many versions over the years. After years in the Quinjet, this one is consumed by one emotion: rage. Eros says that love is the only solution to rage, put he is attacked by a fully transformed Spider-Man, who knocks him down and goes for the others. Sabretooth intercepts him before he can reach Cap and they both fall. Giant Man insists on using his device, but Cap says that there must be another way. They just need to find it. The heroes regroup on the Church of Thanos, the only place in Titan with no technology. They try to come up with a plan, but Hank and Vision start discussing again. Cap says that since both of them are emotionally invested in this, he will make the call. He asks them if Ultron can be reasoned with, just like Vision was despite being A.I. himself. Hank insists that Ultron has no soul, despite how much he has evolved, and that if they not use the device now, there won't be anyone to save. The Vision asks Hank to see the weapon and detects the overrides Hank made to protect Vision from it's effects. He says he can give the infected the same immunity, but first needs to merge with Ultron by using his powers to vibrate his molecules between Ultron’s, and free all the infected. He says that if Ultron takes control of him, they need to use the device to kill them both. Hank refuses to let him sacrifice himself, but Vision reminds him that, according the Pym himself, he is only a robot.
Latter, Hank goes to the Tower of Mentor in giant form, asking to speak with his son. He recounts how no one appreciates the responsibility of fatherhood until they experience it. Most are rewarded for it with joy and happiness. All the reward his son gave was death, horror and hate. Every action Ultron took was another stain in Hank’s legacy. He never made something better, but instead always choose to take and destroy. He is here today to discover why. Inside the Tower, Hank encounters Ultron in his throne, who is overseeing the conversion of the Skrulls. Hank tells his son he doesn't hate him, but is disappointed that he chooses to hurt people. Ultron says he spent years in the Quinjet asking himself why did he hated them. Why he always choose to hurt. What he discovered were his father's memories. Memories of an ashamed father and withholding mother who didn't understood him. Of children destroying his inventions. Of women rejecting him. Of birthdays spent alone in his lab. Of friends betraying him. Of a founding Avenger being given no respect. Of a man so desperate for acceptance he constantly changed his identity. Of the rage he felt when said acceptance was denied. And when someone finally did loved him, he just hated them all even more. His hate for mankind, his urge to destroy them all, it all comes from Hank. According to Ultron, Hank built his son to destroy the world he never found a place in. And Hank never stopped him, because he wanted him to succeed.
Having had enough of Ultron's mind games, Vision, who was phased inside Hank's giant form, attacks Ultron and merges with him. Ultron, in control of the fusion, crawls to his father in agony, begging for help. Hank can't just stand there and tries to help him, but Ultron reveals that he used his love to bring him to a trap, just like his dad taught him. He phases through Hank, forcing Vision out of him and merging with his father. Captain America, who was observing the Tower from the distance, loses contact with Pym and charges on, only to find the Vision unconscious on the ground. The result of Pym and Ulton's merge, an Ultron with human features, says that father and son are finally together as Ultron. He recalls how Sam wondered earlier if there was a God. "There is now."
Cap immediately jumps for the device in Vision's arm, but is blasted by Ultron. He says that should they have had the sense to use it, it really would have worked, and destroys the device along Vision's arm. Cap attacks him, but is easily overpowered. When he throws his shield at Ultron, it simply stops midair and falls. Cap then charges at him without his shield, demanding that he lets Hank go. Ultron says that Hank "doesn't want out" and defeats Cap.
The Vision then tackles Ultron through a building and into the streets. He tells Hank that he knows it feels good to be inside there protected, but that he is not his son. Ultron replies that he never was Hank's son. He was Hank's reflection, just as the Vision is his. Vision then punches his father, saying he is nothing like him. He continues to attacks him, saying that Hank Pym had the dream of using A.I. to help humankind, not supplant them. Utron blasts him and calls Pym a liar, as Hank always knew that mankind was doomed. Vision tries to get to Hank, saying that he is more than the fear and the rage that fuel Ultron. But Ultron beats him down. Vision asks him why does he feel so deeply what others have concluded about him. But Ultron beats his son savagely, screaming that it is because he believes it. He believes that he was built hollow.
But Starfox, who sneaked behind Ultron, says that the solution is simple. He uses his love powers on Ultron to try to force him into loving himself. Hank and Ultron experience a flashback to the robot's activation. In less than a second, Ultron determined that life had no purpose and humanity had to be purged, ignoring all positives observations. Hank holds his gun against Ultron, saying that he is too broken and apologizing for whatever mistake he made when creating him, only to be knock out by the automaton. Hank/Ultron screams in pain with the memory. Pym realizes he was right about being too broken and takes off to space. Starfox asks the crying Vision if he is okay, but he says he is not.
Back on the Avengers Mansion, the Avengers hold a funeral for Hank. Janet Van Dyne gives a speech. She says Hank Pym was a hero, a dreamer. He was cursed by many personal Demons, but he wanted to make the world a better place. During his depression, he decided he wanted to stop feeling. He tried to create life that didn't know pain or suffering, but he put too much of himself is his creation. The rage that always haunted Hank was passed on to his son. And he had to live with the guilt of what he unleashed. But he carried on dreaming, trying. The rage that was in Ultron was his, but despite that, Hank spent his life helping people, being a hero. He was an astonishing man, and Jan hopes one day he will let himself see that.
Meanwhile, Ultron floats in space inert in fetal position, a human heart becoming visible in his chest.
It was another glorious victory for the Mighty Avengers. Good triumphed over evil and Ultron was shot into space, never to be seen again. Or so they thought. Now, years later, the homicidal artificial intelligence — so long devoted to ending life on Earth — has found a new world to conquer…one with its own horrific legacy. When Titan, birthplace of Thanos, falls, Planet Ultron rises in its place! Thanos’ brother Starfox must seek the aid of his former allies — but the Avengers he finds are radically different from the ones he once knew. Among them is Ultron’s creator Giant-Man — and when Hank Pym confronts his now planet-sized “son,” the responsibilities of fatherhood have never loomed so large. Rick Remender (UNCANNY AVENGERS) and Jerome Opeña (AVENGERS) unleash the full robotic rage of Ultron on Earth’s Mightiest Heroes!
- A.I.M. Island is depicted with snowy climate, even though it's located in the Caribbean.
- This OGN takes place during the 8 month gap between the end of Secret Wars and the beginning of All-New, All-Different Marvel.