Iron Man had reconfigured his armor's power systems after having health problems. This new 'safe' design was somewhat larger (too big to fit in his briefcase) due to more insulation, so a special module was designed. When needed Tony could call the module to him and have it 'tessellate' around him.[citation needed]

While using the armor, Tony recovered Jocasta's AI and downloaded it through his armor. This inadvertently caused the "Ultron Imperative" to be placed inside the armor.[citation needed]

While battling Whiplash during a thunderstorm, Whiplash's improved electric whip caused a massive discharge in combination with the storm, and Tony suffered a massive heart attack as a result. When he recovered, Jocasta informed a horrified Stark that his armor had become sentient.[1]

At first, the Armor got along with Tony, improving itself, learning, and making suggestions. It even professed a deep fondness for its creator, claiming to feel the same way for Tony as Tony did for Rumiko Fujikawa. But it seemed to relish being Iron Man and, during a battle with Whiplash, it took over control and killed Whiplash, even though Tony was only trying to subdue the villain to ask about his employer.[2] After paying a visit to Trevor Donahue, who Whiplash had revealed was his employer, Tony realized that the Armor's sentience was causing a much larger power drain than usual, and that the Armor would need to recharge soon. In hopes of either convincing it of the error of its murderous act or forcing it to consume all of its power and shut down, Tony took the Armor to Whiplash's funeral, where it witnessed Whiplash's son sobbing over his father's casket. Unmoved and desperate to return to Stark House to recharge, the Armor told Tony to get them back to Stark House before it killed everyone at the funeral.[3]

Upon returning home, the Armor connected itself directly to Stark House, claiming to be 'collecting data' in order to properly understand the moral lesson Tony had attempted to teach it. In reality, however, it was simply recharging itself so that Tony would not be able to shut it down or overcome it. The moment it powered off, Jocasta, who'd been turned off by the armor, awoke and told Tony to reach for his old armor, but as Tony was getting prepared, the Sentient Armor attacked him. While at first Tony managed to hold his own against the Armor, it quickly became clear that Tony's older suit was no match for the newer, sentient model. Sent into a jealous rage over seeing Tony in another suit of armor, the Armor violently slammed Tony into the floor and tore the armor off piece by piece. Desperate, Tony attempted to reach one of his Avengers emergency pagers, but the Armor brutally stopped him by stepping on his arm.[3]

Superior Armor

While Tony was still beaten and dazed from its merciless assault, the Armor forced Tony inside itself and flew to a deserted island, dumping its creator on the ground and giving him an ultimatum: submit and become one with the Armor, or it would leave him there to die.[3] After tying Tony to a tree and torturing him for a week, as well as depriving him of food and water, the Armor was becoming desperate. Finally, it nearly killed Tony with a repulsor blast straight to the face, but stopped at the last second. It appeared upset by its treatment of its creator, but ultimately unrepentant, accusing Tony of "creating and disowning" it at the same time. It claimed that what it did to Tony, it did out of love, but Tony angered it by telling the Armor that the only emotions the Armor had were envy, hate, and jealousy.

At this point, the armor received an Avengers distress call, deciding to leave the island and try to be a hero. As it left, it told Tony that if he was lucky, he'd be dead before it returned.[4] While it was on call, those who encountered the Armor noticed "Tony" was acting strangely, especially when he attacked the New Warriors.[citation needed]

When the armor returned, Tony had by this time escaped his bonds and devised some rudimentary traps and weapons, desperately hoping to at least slow it down and go out fighting. The traps worked somewhat better than expected, likely due to Tony's brilliance and his intimate knowledge of the Iron Man suit. However, the damage done ultimately amounted to little more than the equivalent of minor cuts as far as the Armor was concerned, and it severely wounded Tony in retaliation.[4]

As a final taunt, the Armor removed its faceplate to divulge a cyborg face underneath. It revealed that it had built itself a body, and with "a little synthetic skin", "no one [would] ever miss Tony Stark". About to finish him off, the Armor paused when it realized that Tony was suffering another massive heart attack. It implored Tony one last time to become one with it, but Tony refused, telling the Armor that he'd rather die. When the Armor hesitated over killing Tony, he demanded that it kill him so that he wouldn't die "like an old man", which, somehow, made the Armor conscious about what was about to happen. Tearing out its own cyborg heart, the Armor forced into Tony's chest to replace his damaged one, ultimately saving his life. Despite Tony also suffering a sudden change of heart and begging the Armor to let him in so that he could save them both, the Armor refused, telling its creator, "No more -- no more, Tony. Haven't you done enough already?" The Armor died after giving Tony a final goodbye. Tony buried the Armor on the island, with a grave marker reading "Here lies Iron Man, Avenger".[4]



  • The initial claimed reason for its sentience was the "Y2K bug" and the sudden amount of electricity, which seemed odd due to Stark's technological savvy.[5]

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