- Akira Akatsuki
- Iron Man (Tony Stark)
- Pepper Potts
- Wasp (Janet van Dyne)
- Jessica Shannon
- Giant-Man (Hank Pym)
- Hikaru Akatsuki
- Chris Taylor
- Edward Grant
Dr. Pym, as Giant Man, attacks the S.H.I.E.L.D. planes. Akira D-Smashes Iron Man who tries to convince Pym to stand down, stating they won’t let the World Security Council arrest him, but Pym is beyond reasoning. Using his powers begins to put a severe strain on Pym’s body, but he refuses to shrink again. When he accidently causes the house to collapse, he saves Jessica and Wasp before losing consciousness.
On board the helicarrier, the World Security Council criticizes Fury for the way he is handling the situation. They even threaten to fire him as director. Black Widow however has dug up some dirt on the council concerning deposits they received but never payed taxes for. He chews out the Council for using S.H.I.E.L.D. as a way to protect their own salaries and political standings, and states S.H.I.E.L.D. will deal with Pym in its own way. Fury orders Black Widow to look for Ultron.
Dr. Pym has been hospitalized again. Iron Man considers the situation his fault, since he never realized how Pym felt about losing his Avenger status or how Wasp would be forced to choose between him and the team. Akira tries to cheer him up. On Techno Isle, Ultron finishes his giant bodies. After a pleasant dream about the days that he was still part of the Avengers (more specifically, when they were drinking coffee in the lake house), Pym wakes up in the hospital, just when Ultron begins his attack. He has renamed himself Omega Ultron, and sends his multiple bodies to several major cities worldwide. He gives the governments of the world till dawn to surrender to his rule, or else he will destroy everything.
With the DISKs still scattered, there aren’t enough heroes to take out all Omega Ultron’s at once. Iron Man figures out that all of Omega Ultron’s bodies are connected, and that with a virus they could take them all out simultaneously. Pym agrees to make this virus, but needs more time, especially considering his physical condition. The Avengers ask Fury to tell Pym they believe in him. Akira D-smashes Iron Man to distract the Omega Ultron at Tokyo. Pym still doesn’t believe he can make the virus, until Nick Fury snaps him out of it. Outside, Iron Man’s time limit is up so Thor takes over. After him, Captain America and Hulk also try. All of them are defeated however, but by then Pym has finally completed the virus. Ed gives Hulk his Build Up Armor and Hulk smashes a hole in Omega Ultron’s armor, so that Wasp can reach Omega Ultron’s CPU and inject the virus. Ultron attempts to stop her, but is restrained by Giant Man. Once the virus is installed, all Omega Ultron’s shut down.
Pym apologizes to everyone for the things he said and did. He allows Akira to D-secure him so the DISK can heal his body. Back in the Avengers’ base, Pym creates another robot; a female one named Jocasta. To prevent another incident like with Ultron, she has only minimal abilities. With her help, Pym will soon complete the Dimension Gate device.