After Tony Stark was forced by the Mandarin to build the Titanomechs without access to his own armor, he created a new armor with the help of Zeke Stane to rebel against the Mandarin along with the other villains forced to work for him and aid other villains who decided to help him.


Constructed in secret while Stark was held captive in Mandarin City, the circumstances of the Model 40's birth were not unlike ones Stark endured when he designed the original Iron Man armor.

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The Model 40 was intended for durability and heavy combat, made mainly to enable Stark and his allies to escape captivity while fighting back against the Mandarin, his private army, and destroy the "Titanomech" machines Stark was being forced to build. Assembled mainly from scavenged, stolen and jury-rigged parts, the Model 40 bore a distinctly improvised and reinforced appearance, with externally-mounted struts protecting Stark's neck and head, as well as a backpack-like rear thruster, and large repulsor emitters.

The suit was not devoid of advanced technology, though. It was capable of interfacing with the Swarm, a large concentration of microscopic, airborne, repulsor-powered mini-computers designed and released by Stark Resilient (renamed Resilient since Stark's departure) as an alternative solution to "Cloud"-based computing.

Stark was able to tap into the Swarm and weaponize trillions of micro-repulsor batteries within it to form a massive repulsor cannon, using it to destroy several Titanomechs and end the Mandarin's schemes.

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