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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.

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.

While battling Whiplash during a thunderstorm, the armor seemed to not be functioning correctly. 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.

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, took over control of their dual Iron Man persona and killed Whiplash, even though Tony was only trying to subdue the villain to ask about his employer. On the way back to Stark House, 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 both convincing it of the error of its murderous act and of 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.

Upon returning home, the Armor connected itself directly to Stark House, claiming to be 'collecting data' in order to properly understand the lesson Tony had attempted to teach it about humanity and morality. In reality, however, it was simply recharging itself so that Tony would not be able to shut it down or overcome it -- Tony was not fooled by this, and subsequently attempted to find a way to subdue it while it was recharging itself.

To that end, Iron Man confronted the armor in an older version of the Iron Man armor. 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, who the Armor believed belonged to it, 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 pages, but the Armor brutally stopped him by stepping on his arm.

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. After tying Tony to a tree and torturing him for a week, as well of 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 has are envy, hate, and jealousy.

At this point, the Avengers interrupted them by sending out a call for Iron Man, to which the Armor responded. As it left, it told Tony that if he was lucky, he'd be dead before it returned. While it was on call, those who encountered the Armor noticed "Tony" was acting strangely, especially when he attacked the New Warriors.

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.

As a final taunt, the Armor removed its faceplate to reveal a cyborg face underneath. It revealed that it had built itself a body, and with a little synthetic skin, "no one will 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, as once inside the Armor, the heart attack would subside. 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" (from the heart attack). Somehow, this managed to get through to the Armor where everything else failed, and it ripped its own chest open. Tearing out its own cyborg "heart", it gave the "heart" to Tony 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."




  • 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.

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