First of all, I’ve decided on a theme song for the series: “Super Duper Rescue Heads” by Deerhoof. Now here are the episodes!

7. Assemble, Part 1

Picking up from the last episode, Hank Pym faces off against his rogue Utility Lackey. Realizing that he can’t physically overpower it, Hank manages to shrink it with a Pym Particle gun and trap it under a beaker. Hank then calls his girlfriend Janet and his trusted friend Bruce Banner and asks them to come over. They do, and Bruce brings his roommate Rick Jones. Hank pulls up UL’s underlying software on his laptop. The four are looking for irregularities when Rick notices something called the TRON protocol. Hank says that it was never there before, and attempts to delete it, but the computer immediately shuts off. They then notice that UL is no longer under the beaker, and they begin searching the lab for him.

Meanwhile, Captain America and Thor run into each other when both show up to stop Absorbing Man from robbing a post office. The heroes are caught off guard seeing each other, neither knowing who the other is, but they quickly decide to work together. They make quick work of Absorbing Man, and are both impressed, Thor by Cap’s finesse and Cap by Thor’s raw strength. They leave together, introduce themselves to each other, and begin to talk about teaming up.

At Stark Tower, Tony is working ceaselessly to find evidence that Mandarin stole his TRON program. Pepper and Jarvis are helping him, but coming up with nothing. Under their noses, the shrunken UL sneaks into Tony’ workshop and uploads its consciousness into the armor assembly machine. While Tony works upstairs, the TRON-infected UL creates multiple robot bodies for itself. Jarvis hears a noise, and Tony, Pepper, and he go down to investigate. They find a dozen UL-TRON bodies, armed with repulsors and flight. Speaking as one, they tell Tony and friends that humanity is inferior and must be exterminated. Tony dons his armor, tells Pepper and Jarvis to leave, and starts to fight the UL-TRON drones.

On the SHIELD Helicarrier, Director Nick Fury calls Agents Barton and Romanov to his office for a confidential mission briefing. He tells the two that a criminal calling himself the Mandarin has stolen a Stark AI program, and that they need to find the culprit and bring him in. The two leave the Helicarrier on a jet and head for Shanghai.

Back at Hank’s lab in New York, Hank receives an email from someone calling himself ULTRON. He opens it and finds an audio message from a voice like UL’s. ULTRON says that he has become superior and can see the bigger picture of the world. He says humanity is inherently erroneous and must be “deleted” from Earth. Janet then receives an alert on her phone, saying there has been an explosion at Stark Tower.

At Stark Tower, Tony has been outmatched by ULTRON’s many bodies. He lies on the ground, armor damaged, before Thor flies in carrying Steve. Thor blasts the drones with lightning while Steve helps Tony up. The three then fight and destroy the drones. Tony instructs Thor to destroy his armor assembly machine before it can make any more drones, which he does. The three then flee the tower, and head for Pym Labs (Tony recognizes Hank’s design), not realizing that the original shrunken UL is still operating and has hitched a ride on Tony’s armor.

8. Assemble, Part 2

In Shanghai, Natasha and Clint visit Ten Rings, Inc. They ask where Zhang Tong is, and are told no one has seen him in days. Before they can leave, all 10 members of the board pull out swords and attack Natasha and Clint. The two agents fight off the hordes of businesspeople, and Clint fires a surveillance arrow into an air duct while no one is looking. Natasha and Clint escape and go back to the jet. Natasha takes off, while Clint pulls up the feed from his surveillance arrow. They hear the board talking in Wu Chinese, which Natasha can translate, about needing to “work faster” and hoping the Mandarin gets back from New York soon. They set a course for New York.

Hank, Janet, Bruce, and Rick leave the lab to alert SHIELD, but are confronted by Tony, Steve, and Thor. Tony tells Hank that his robot has gone rogue, and the two catch each other up on what has happened. While the scientists talk, the original shrunken ULTRON sneaks into the laboratory and blasts itself with a growth ray. It grows to 50 feet tall, destroying the lab. Steve and Bruce run Rick to safety, while Hank, Thor, Janet, and Tony attack the robot. Hank grows to match its size and grapples it, but is tossed aside and blasted with a repulsor (which he remarks on not having built). Janet and Tony fly around and blast weak points, eventually taking out the repulsors. Thor attacks ULTRON’s back with his hammer and forms a small hole. Hank gets back up and begins wrestling his creation again, distracting it from Thor being inside it. Thor calls down a massive lightning blast that fries the circuitry and disables the robot. It begins to fall over, but Hank catches it and lays it on the remnants of his lab.

Natasha and Clint track the Mandarin down to a hotel in Queens. They confront him and attempt to arrest him for SHIELD, but he blasts them with one of his ten rings and knocks them out. They wake up chained to a wall, where the Mandarin attempts to execute them with another of his rings. Natasha dislocates both wrists to escape, and takes one of Clint’s arrows as a weapon. She pins Mandarin to the ground and takes his rings, then asks him about the TRON protocol. He laughs and says that they cannot stop what’s coming, and that even if he’s arrested, his plan is already in motion. The agents take him in and put him in a cell in the Helicarrier.

That night, everyone goes home and tries to forget about the robot attack. While they sleep, the broken giant Ultron body awakes and converts itself into a drone factory. That morning, hundreds of Ultron drones are released onto the streets of New York.

Soundtrack: Beastie Boys – “Shadrach” for the giant ULTRON fight

9. Assemble, Part 3

On the SHIELD Helicarrier, panic is setting in as no one knows how to stop the robot army attacking New York. Agents Barton and Romanov interrogate the Mandarin, who merely laughs and says there is no way to stop ULTRON. Defying orders, Clint grabs a parachute and descends to the streets to do what he can to fight.

On the ground, Hank, Janet, Steve, Tony, and Thor are fighting off waves of ULTRON drones. The factory on top of Pym Labs has generated a force field around itself and is continually generating more drones, building them faster than the heroes can beat them. While the others attempt to hold the line, Thor strikes the factory’s force field with his hammer, but is knocked back and cannot break it.

Rick Jones sees this scene from his window and tells his roommate Bruce that the city needs the Hulk. Bruce refuses, saying that the Hulk causes more problems than he solves.

Clint joins the heroes holding the line, but they realize that the increasing number of drones will eventually be impossible to contain. Clint offhandedly wonders where they’re getting the materials to build so many drones, and Tony realizes that they must be taking material from somewhere. Steve devises a plan (all this conversation is happening while they fight off drones), and they move out. Clint shoots a shrunken Hank and Janet over the factory, to the other side where drones are entering through the back. They hitch a ride inside a drone and go into the force field, where Hank searches for a way to disable the force field. Janet covers his back, as drones have noticed and are attempting to enter, and Hank manages to disable it. While Steve, Natasha, Clint, and Tony continue to hold the line, Thor unleashes a lightning blast onto the factory, in an attempt to short it out. Unfortunately, ULTRON harnesses the lightning energy and converts the factory into an airship, dropping drones from the sky.

Hank, Janet, and Thor retreat and join the others. Tony says that if he could get onto the airship, he could find a way to shut the whole thing down. Clint shoots an arrow at the ship, confirming that the force field is back up. All of a sudden, the Hulk leaps onto the airship and breaks through the force field. Tony springs into action, flying at the ship, but a flying drone knocks him down. Steve then notices a SHIELD jet flying into the airship. Clint recognizes the jet, and radios Natasha. She confirms that she’s entered, and Tony takes the radio, telling her that he can guide her through shutting down the TRON protocol. While Hulk smashes drones, Natasha sneaks into the interior of the airship and finds a computer console. She enters what Tony tells her to, and the entire system shuts down, disabling every drone. The airship begins to fall from the sky, but Thor flies up and catches it, saving the lives of everyone below. One drone suddenly wakes up, and begins ranting about how ULTRON will never be defeated, but Steve throws his shield and decapitates it before it can do anything.

Afterwards, the eight heroes (Hulk back in the form of Bruce) meet up at a shawarma restaurant. Steve proposes the idea that they stick together, and Natasha says that she and Clint already have a job. Nick Fury then walks in, and says that he’s assigning the two of them to keep an eye on the other heroes on a long-term basis, since he doesn’t want a team of vigilantes operating without supervision. Tony begins to protest, but Steve shushes him, saying that they would be glad to work with the agents. Clint laughs and says that the team just needs a name, and Janet blurts out “The Avengers” like she had been thinking of it all along. Everyone generally agrees, and Thor toasts to the Avengers.

Soundtrack: Janelle Monae – “Tightrope” for Hank and Janet sneaking into the factory

10.Masters, Part 1

The eight Avengers move their things into a mansion purchased by Tony to serve as their base of operations, along with the mansion’s new caretaker Jarvis. Bruce and Hank are amazed by the laboratory facilities, while Steve, Natasha, and Clint admire the training facility. Reporters show up at the front door hoping for a look inside, but Tony turns them away, saying that the Avengers need some time to settle in and that they’ll have their chance to look around later.

Meanwhile, a man in a fuchsia hood infiltrates into a SHIELD super-prison called the Vault and frees five criminals: Blizzard, Whiplash, Absorbing Man, Psycho-Man, and Wrecker. He gives them their specialized weapons, which he had stolen from another SHIELD facility, and takes them to a New York warehouse, where he tells them of a plan to get revenge on the Avengers.

At Avengers Mansion, trouble breaks out when Clint notices that the toilet paper is single-ply. He confronts Tony about this, who replies that it was cheaper at the store. Clint retorts by bringing up how much the mansion must have cost already, and the two begin arguing. Bruce breaks up, and the two separate but are still upset.

Meanwhile, in the training facility, Steve, Janet, and Natasha run a gauntlet together. Steve barks an order at Janet, which Natasha contradicts with a different order. Not knowing who to listen to, Janet freezes and does nothing, causing the three to lose. Steve and Natasha begin arguing over whose authority is more legitimate. Steve cites his bigger role in the ULTRON fight and his experience with the Howling Commandos, while Natasha says that Fury assigned her and therefore she has governmental authority. Janet shrinks and quietly flies out.

In the living room, Thor tells Jarvis rather rudely to get him more chips. Jarvis acquiesces without a word, and Hank confronts Thor, telling him to be more polite. Thor says that Jarvis is a servant and he is a god, and Hank gets upset, saying that no one has the right to be rude. Jarvis comes back with Thor’s chips, which Hank knocks on the ground, causing Thor to get angry and wind up for a punch. Janet flies up between them and grows to full size, keeping them apart. She scolds Thor for threatening a teammate, and leads Hank away.

Back at the warehouse, Blizzard asks the fuchsia-hooded man who he is, and he claims to be Helmut Zemo, the great-grandson of a HYDRA scientist who was killed by Captain America during World War II. Zemo says that he’s been planning his revenge on Captain America ever since he was revealed to be alive, but that he needs help now that the Captain has teamed up with other heroes. He begins to detail his plan for killing the Avengers.

At Avengers Mansion, the team gathers in the meeting room. Hank and Thor glare at one another from across the table. Tony says that he recognizes the disputes that have been happening, but that he’s confident the team can work past their differences. Steve agrees, and says that he’ll hear the arguments from disputing members and help people resolve them. Natasha asks why he thinks he’s the only one cut out for that job, and the table quickly becomes a shouting match, with only Bruce attempting to calm everyone down. Just then, Blizzard enters the room and sprays snow everywhere, blocking everyone’s vision. Whiplash snares Natasha and Tony (who is not wearing his armor) and removes them from the room.

11. Masters, Part 2

After the snow clears, Steve, Hank, Janet, Bruce, Thor, and Clint look around the room but cannot find Tony or Natasha. Steve suggests that they split into three groups to search the mansion. Clint goes with Thor, Hank goes with Bruce, and Steve goes with Janet.

Hank and Bruce go down to the laboratory, where they find Psycho-Man waiting for them. Hank panics, knowing what he’s capable of, and Psycho-Man makes Bruce incredibly angry. Bruce becomes the Hulk and attacks Hank. Hank grows to defend himself, but can only get so big in the lab, and is knocked into a wall by Hulk’s punch. Hank then shrinks down to ant size and attempts to make his escape.

Clint and Thor check the training facility, where they find Zemo working the controls. Zemo turns on every trap and obstacle that the course has to offer, including flamethrowers, spinning blades, and crushing walls.

Steve and Janet go down to the kitchen, where they find Absorbing Man and Wrecker. Absorbing Man becomes metal and lunges at Janet. She attempts to shock him but he is unaffected. Wrecker knocks Steve across the room with his crowbar.

Tony and Natasha wake up in the basement, tied up with Blizzard and Whiplash watching them. Tony whispers that they need to get back to the others. Ignoring him, Natasha shimmies out of her ropes, kicks Blizzard, takes his cold gun, and blasts Whiplash. She then unties Tony, who remarks that he suddenly feels kinda useless. The two run out. Tony remotely activates his armor and sets it to walk to him, but it’s on the top floor and will take a while to reach him.

Natasha leads Tony to the training facility, where Tony sees Clint and Thor barely holding on against the obstacles. Tony shuts it all down with the emergency override code, then has it activate the traps in the control room, which he set for this exact scenario. Zemo is tied to a chair, and the four Avengers run upstairs to the kitchen. They find Steve and Janet getting pummeled by Wrecker and Absorbing Man. Thor makes quick work of Absorbing Man with his hammer, and Clint disarms Wrecker with a boxing glove arrow. The six go to the lab, where shrunken Hank is still trying to evade Hulk. (Psycho-Man has left the room.) Janet flies Hank out of there, and Steve trips Hulk, causing him to fall on his face, get knocked out, and revert to Bruce.

Clint remarks that beating the villains was almost too easy, and they look out the window to see the six criminals on the lawn, with Jarvis on the ground in front of them. Steve and Natasha both try to speak up about what they should do, but Steve concedes to Natasha. Natasha details a battle plan where Clint perches on the roof as a sniper, Hank and Janet shrink hide in the grass until the time is right, and Steve, Thor, Tony (whose armor has finally found him) and her all rush the villains. Everyone assents, and moves out.

The bull-rush begins. Steve yells out who everyone should attack. Clint breaks Blizzard’s gun with an arrow, Hank swarms Absorbing Man with ants, Thor flies Jarvis away, Natasha flips Wrecker over and steals his crowbar, and Janet fries Whiplash’s whips with her stingers. Finally, Cap approaches Zemo and knocks him out with a punch.

Back in the meeting room, Steve acknowledges that Natasha is the team leader. Natasha disagrees, and says that Steve led them out on the lawn. Bruce intercedes and says that Natasha is a better strategist and Steve is a better field leader, so they should share the position. Thor apologizes to Hank and Jarvis, and Tony throws Clint a pack of the nice toilet paper.

At the Raft, a prison with higher security than the Vault, Zemo meets the Mandarin. The Mandarin says he heard what happened at Avengers Mansion, and that he’s impressed. He suggests they work together.

Soundtrack: Daft Punk – “Superheroes” for the lawn fight

12. Plan, Part 1

The Avengers get alerts about two different situations—a tech company in California where the workers haven’t been seen by their families in weeks, and a small town in Oregon undergoing natural disasters and collapsing buildings at an inexplicable rate. Natasha assigns Clint, Tony, Bruce and Janet to Sokovia and herself, Steve, Thor, and Hank to California. Both teams fly out in Quinjets.

In Sokovia, Tony pulls out a radiation detector of his own design and has Bruce interpret the readings. They find an unusual frequency coming from the town’s high school, and go to investigate. The lady at the front desk is somehow not shocked to see the Avengers there, and demands that the four show visitor passes or leave. Tony attempts to explain what they’re doing, but the lady refuses to let them through, until Janet bribes her with a designer scarf from her fashion company that she happened to be wearing on top of her costume. The desk lady grudgingly lets them through, and Bruce traces the signal to a classroom on the top floor. The students are shocked to see the Avengers, and the walls suddenly begin to shake. Janet grows larger and begins flying students out the window by the armful. Tony dons his armor from a briefcase and does the same. Clint fires a net arrow that temporarily keeps the ceiling from collapsing, while Bruce reassures the kids that everything is going to be alright. When everyone is out of the building, they see that one room collapse but the rest of the building remain standing. The students start to disperse, and while the other Avengers try to tell them to stay, Clint fires an explosive arrow into the sky to get everyone’s attention. He tells them that something or someone in that classroom was radioactive and likely caused the collapse, and that no one’s leaving until they figure out who it is.

Meanwhile, in California, Natasha, Steve, Thor, and Hank go to the campus of Advanced Idea Mechanics. The person at the front desk there tells them in a droning, sleepy voice that no one is allowed to enter or leave. People in hazmat suits attempt to lead them out, but Natasha and Steve knock them out and run inside, with Thor and Hank following. When they enter, they see hundreds of workers in hazmat suits swarming around, moving slowly and carrying parts and material around. Natasha remarks that someone has to be directing everything, and Thor approaches a random worker and loudly asks to be taken to whoever is in charge. The four are seized by a mass of workers and dragged to a building where they see a giant head with tiny arms and legs floating in a chair.

Bruce scans every student with the radiation detector and finds a strong signature coming off one girl dressed in red. Janet asks her what her name is, and she says her name is Wanda Maximoff. Tony says that they need to study her to figure out what’s causing all the disasters in the town. Wanda begins crying, saying that she never wanted to hurt anyone. Janet reassures her, saying that no one is blaming her, and that they just need her help to stop the disasters. She agrees to go with them back to New York.

At AIM, the giant head introduces himself as MODOK, the Mental Organism Designed Only for Killing. Horrified, Thor asks who created something so hideous. MODOK is offended, and Thor suddenly falls to the ground unconscious. MODOK explains that AIM created him by accident in an attempt to enhance human intelligence, and that he used his new mental powers to take over all the other workers’ minds. Natasha asks what he’s trying to do, and MODOK laughs, saying that the Avengers don’t need to know. MODOK says that he’s glad they came, because they are going to provide the final pieces needed to complete his plan. Suddenly more workers walk into the room and drag Thor away. Steve and Natasha suddenly blink and lunge at Hank, attempting to grab him. Hank shrinks down and runs away, and Steve and Natasha chase him, followed by several workers.

1. Plan, Part 2

Hank runs for cover, sending a swarm of ants to climb on Steve and Natasha and slow them down. At one point, Hank stops and sees a large satellite with a rocket nozzle on it. He keeps running until he sees Thor being dragged off to a cell, and follows the blonde god. Hank enters the cell and tries to get Thor’s attention. Thor, still woozy, mistakes Hank for a bug and tries to squash him with his hammer. Hank grows back to normal size and grabs the hammer, surprising Thor that he can lift it. Hank puts the hammer aside and says that MODOK is controlling Steve and Natasha, and that they need to figure out how to break the control. Thor asks why MODOK didn’t control Hank, and Hank realizes that his telepathic helmet must block out MODOK’s frequency. Hank dismantles the helmet and fashions four simple earpieces that emit a simple telepathic blocker, and gives one to Thor. Thor asks what the plan is, and Hank says they need to find Steve and Natasha and wake them up.

On the Quinjet, Bruce theorizes that Wanda can somehow influence probability itself through some sort of wave emission. He says that Hank would be able to figure out the details, but that they’re going to want to keep her at Avengers Mansion for a few days for testing. Wanda begins crying, and Janet starts to comfort her, but the Quinjet’s engines suddenly begin to fail. Tony flies to the ceiling and holds it up, while Janet flies out holding Wanda, and Clint grabs Bruce, jumps out the window, and fires a parachute arrow. Tony guides the falling Quinjet to a safe landing, and everyone lands on the ground in rural Wyoming. Tony chastises the others for jumping out when he had it under control. Wanda apologizes for crashing the plane, and Tony says not to sweat it, since he can fix it in no time. Wanda cries, saying that she needs a cure for her “curse.”

Creating a distraction, Thor makes lightning strike indoors. Workers come to grab him, but he fights them off while a shrunken Hank runs on top of their heads toward Steve and Natasha. He puts the earpieces on them, causing them to wake up and begin punching workers. The four Avengers work their way together and escape to a storage closet, where Thor barricades the door with his immovable hammer. Crammed together, Hank asks Natasha what they should do. She theorizes that the satellite is the center of whatever they’re working on, so Hank should shrink it and get it out of there. Hank climbs on Steve’s shield, which Steve throws at the satellite. Hank jumps off and takes a piece off his suit to shrink it, but is suddenly shocked by a defense mechanism on the satellite itself, knocking him off. MODOK enters and laughs, then controls a worker into refiguring the piece of Hank’s suit to grow rather than shrink. The satellite becomes enormous, and MODOK explains that he needed Pym particles to get the proper-sized satellite, since materials are hard to come by for a brain monster. MODOK goes on to say that when the satellite is launched, it will allow him to broadcast his mind control around the world.

Steve radios Clint, saying that they urgently need backup, and that MODOK is anticipating and planning for everything they do. Clint realizes that they have one weapon on their side that MODOK can’t have planned for—Wanda. Clint tells Wanda that the other Avengers need her help, but Wanda refuses, saying that all she does is make things worse. Janet attempts to calm her down, but Clint shushes her, saying rather harshly that people are going to die unless Wanda gets over her problems and does what she knows is right. Wanda reluctantly agrees. Bruce interjects that they don’t even have a plane anymore, and Tony grabs Wanda, flying off to the West as fast as possible and yelling for the other three to catch a bus.

Back at AIM, the satellite is counting down to takeoff. The Avengers are attempting to fight their way over to MODOK, until Tony bursts in the door carrying Wanda. Tony tells Wanda to do her thing, and she sends a visible red wave at the satellite, causing the launch counter to stop. MODOK yells out “Get that scarlet witch!” but Thor throws his hammer at his flying chair, causing him to fall to the ground unconscious and immobile. With MODOK knocked out, the workers are freed, and the Avengers call SHIELD to come collect a prisoner.

At Avengers Mansion the next day, the team deliberates over the question of recruiting a child. Tony and Clint say that she would be an immense asset to the team, while Janet and Bruce worry over the possibility of something happening to her on a mission. Eventually, they come to a conclusion and offer Wanda membership in the Avengers, which she accepts.

Soundtrack: Missy Elliot – “Get Ur Freak On” when Tony and Wanda enter AIM.

 

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