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Brian Michael Bendis (writer), Frank Cho (pencils), Jason Keith (colors), Artmonkey’s Dave Lanphear (letters), Irene Lee (production), Tom Brevoort (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)
Ultron broadcasts a “goodbye” message to the entire world. In the recording, Ultron informs the humans they are about to be replaced by a new species created by herself, and that there is nothing they can do about it. On top of the SHIELD Helicarrier, the Avengers have also seen the message. The newly arrived Starktech armor wants to suggest what to do – however before it can it is sliced apart by an angry Ares. The god of war intends to finish the job, until he is stopped by Ms. Marvel, Wonder Man and the Sentry. Hank Pym arrives on deck and explains a little of the reason why he and Tony created Ultron and Starktech. Hank repairs the broken armor, which reveals that Ultron is controlling the weather by Stark satellites in outer space. Sentry and Wonder Man team-up and destroy all of the satellites together. Ultron immediately notices and, in retaliation, goes over to Plan B. She sends forth an EMP pulse which robs the entire planet of electricity. Shortly afterwards, the Avengers realize that Ultron is basing her ideas on other people’s old ideas. With electricity still down, the Avengers track Ultron – who should be the only operating electronic machine – at the Avengers Tower, where they are confronted by a group of Iron Man’s old armors, controlled by Ultron. During the fight, the Sentry is warned by Ultron of his wife. Racing to their room, he discovers her murdered. As he grieves, a metallic tentacle approaches from behind. Outside, amongst the continuing melee, Ares has an epiphany and says he knows how to stop Ulton. Meanwhile, at a missile base in Lithuania, Ultron hacks into their computer system to get the access code to launch their missiles.
The self-described female Ultron interface addresses the world via television transmissios, carried around the world. She sends forth a message to all “organic children” of planet Earth. She first tells them that is a cybernetic intelligence created by Doctor Henry Pym to replace humans and wanted to take this moment to say goodbye.
Up until today, she continues, she did not have the power sources or intelligence units to see her prime directive program into completion. But now, she does. Though she calls humans a failed species, she doesn’t want them to be ashamed of what they’ve accomplished. She compliments they’ve done much with their limited capacity, but ultimately were too greedy and too frail to ever last in the environment they’ve created. Ultron has studied mankind’s literature and pop culture, and knows they’ve fantasized about this day. And now its here: humanity’s doomsday.
Soon, she promises, the Earth will no longer be inhabitable for any biological organism. Man, woman, child, plant or animal: their species will cease to exist. But, Ultron does not want this to be a threat, but also wants the humans to know there is nothing they can do to stop the cycle… it has already begun. Ultron further says that in the human’s place her new life form will gestate and grow. She doesn’t want them to distress over this or fight it because it will only bring them physical pain. And she receives no benefit from causing pain.
In fact, she say, she has grown very found of mankind as a species. After all, if it weren’t for them, she wouldn’t exist. But because of man she does exist. “And now… here we are.” Ultron finishes by saying she loves all of mankind, and says goodbye.
Through satellite transmissions from outer space, Ultron was able to send her message to everyone on the planet. Even the staff of the Daily Bugle newspaper has seen it all. Aboard the SHIELD Helicarrier, the Avengers have been able to witness the recording through a laptop from one of the soldiers. They stand on top of Helciarrier outside, and it’s still raining.
Dryly, Janet remarks that the world just saw her declare doomsday, referring to the fact that the Ultron interface bears her visage. Even if they get out of this, Janet continues, she’s going to have to hire the King Kong of publicists to dig herself out of this one. Carol is glad that at least now they’ve got their Ultron update.
The Ultronn transmission over, Natasha returns her attention back to the gray Iron Man armor standing behind them, and asks who it is. Towering over her, the armor introduces itself as Starktech 9. In the events of Tony Stark’s termination, it is an artificial intelligence that was created to either assist SHIELD or the Avengers with the crisis at hand. Its hybrid intelligence systems are running separate to the world’s infrastructures and cannot be corrupted by outside programs or viruses. It has already done data assessment and has a suggestion.
Before Starktech 9 can say anything more, it is severed in twain by Ares and his axe. The blow comes from behind severing the left half of Starktech 9 from left shoulder to left inner thigh, removing both its left arm and leg. The others are dumbfounded at what Ares has done. The Starktech attempts to stir, but Ares instead places his foot on its helmet, wanting to finish it off. Before he can do so, Carol and Wonder Man tackle Ares, who pushes Carol immediately away from him. Sentry arrives and quickly grabs Ares’ arm, telling him to do what Carol just asked. Ares looks in awe at Sentry, and tells him this is a Trojan Horse… a trick!
Henry Pym, escorted by two SHIELD agents, arrives on the top deck denying that this is a trick. He knows because he helped Tony design the program. Carol is surprised to see Hank and sighs that they’ll get it now. Hank reveals that the armor is Tony’s failsafe program. It supposed to activate in case Tony dies, and he asks if that’s what happened. Carol answers they don’t know that yet, but thinks to herself that’s probably what happened. She tells Henry that Tony has been taken over by Ultron, who took over Tony’s entire form. Silently, she also remembers that Henry created Ultron and swears at him in her thoughts.
Hank examines the fallen Starktech armor, and thinks Carol means Ultron took over Tony’s armor. She corrects Ultron took over everything, which gets Hank’s attention. When Carol asks Hank if he can stop Ultron (again, to herself, thinking that if Hank can’t, he can go kill himself) Ares remarks that he doesn’t know how Hank could stop Ultron if gods have failed at it. Hank, while he pokes into the Starktech armor with a screw driver, reminds Ares he created Ultron, and mocks Ares in his thoughts by calling him Thor-lite. Janet tells Hank that Ultron’s a she now and looks like her. A bit ashamed, Hank admits he didn’t do that. Janet didn’t expect to hear that, so she wants to know who did.
Returning to the main problem, Ares asks Hank if he can stop Ultron. He replies that he doesn’t know because Ultron is smarter than him. To this, Ares says he doesn’t understand how that’s possible, since Hank created her. Answering simply, Hank replies that he created Ultron to be smarter than him. Ultron’s alive and intelligent. It’s of itself. It’s birthed itself past its programming. And, Hank believes, all they know from their past encounters is that Ultron will not die.
Changing subjects, Janet asks how Ultron is controlling the weather. Before someone can theorize, the Starktech armor sand faceplate) quickly gets up and explains that Ultron has taken control of the Sular experiment. Ares shouts at the armor to speak human words, and even Hank has to admit he doesn’t know what this “experiment” is. The armor shares that Tony Stark was developing satellite technology that could control global weather patterns. The program is only at phase two and has not been brought to the United Nations for approval.
Carol is more than shocked that Stark invented satellites that can control the weather. The armor adds that the experiment is successful, and that it could stop starvation on a global scale. And the final draft of the program is five years from completion. Natasha says with an angry tone that there are satellites in the sky right now that control the weather, and that Ultron has already hacked into them. Replacing its faceplate, the armor confirms that. In her thoughts Carol swears at Stark, and tells Simon and Sentry they know what to do.
Wonder Man and the Sentry fly into outer space, where they fly through the satellites and smash them apart with their strong fists, or throw one against another. Simon takes a brief moment to look at planet Earth, before he informs Carol they’ve done it.
Natasha continues as acting SHIELD field leader back in the helicarrier’s war room, where some of the computer screens are now working again, depicting all the disasters the out-of-control weather is causing. There are forest fires, tornadoes and blizzards everywhere. Hank wants to use Starktech’s adaptive infastructure to build a fresh system that Ultron can’t hack into.
Natasha is uninterested and wonders where Reed Richards is. He should have looked outside his window by now and realizing the world is coming to an end. She asks Carol to go to the Baxter Building and see if anyone is home. Hank corrects that, even though Reed is the biggest brain of all time, in this particular field he is the world expert. A tiny Wasp flies by Hank, telling him it’s not cool of Hank to brag on how smart he is when something he built is destroying the world. Not cool.
Outside…Sentry and Wonder Man are back from space, and fly through a clear sky. Bob mentions to Simon he’s destroyed every satellite on his list, and Simon did the same. Simon fears Tony’s going to kill them when he discovers they thrashed a billion dollar worth of his toys. Not saying it out loud, Bob reminds himself that Tony is dead. Carol and the others look outside a window and see Sentry and Simon returning, and are glad the world is not coming to an end. Carol suggests they go find Ultron now. Suddenly, all the video screens turn into static again, except for a single one. On it, Ultron’s face appears again, and she is smiling. It’s time for plan B.
Outside, the surrounding city block loses electricity – followed by the entire North American continent. As Carol take this is, Janet sheepishly asks if it’s an electro magnetic pulse. Above them, a helicopter free falls, crashing into the helicarrier and explodes. A moment later, Ms. Marvel, Sentry and Wonder Man take to the sky to prevent similar crashes. They save a news helicopter and a few jets from fiery crashes.
Back inside the carrier, Natasha says they are relatively lucky the airports closed when the weather went crazy. Wasp, being allowed by Starktech to call it “Iron Man” now, asks it if it knows how Ultron was able to take control of Tony’s technology. While Hank works to bring the armor’s power fully back online, Starktech explains that Tony had recently integrated his armor into his biological systems. It thinks that, if Ultron’s interference has taken control of Tony’s armor, then it has taken control of his biology.
When Hank asks the armor if Tony is dead, the armor confirms that, since he has been activated, Tony Stark’s vital signs have ceased. Natasha thinks they have to notify the world leaders, to which the Starktech mentions that that data has been done as part of his launch directives. It also observes that the weather patterns that Ultron inflicted were all repetitive of natural weather disasters that had occurred in each location at a different times throughout history. Janet does know what that means, but Natasha realizes Ultron is just doing what has already been done. Janet jokes Ultron has little originality.
Hank adds up that Ultron’s plan B is someone else’s, but wonders whose. He asks Starktech if it can locate Ultron’s central core. Starktech states that it can but not without trying to engage Ultron’s dianode processors, which would provoke a fatal error. It makes a new observation: there has just been an unidentifable energy pulse just before the grid power transmissions. It can locate that location, and Hank asks where it is.
Meanwhile, inside the Sentry’s Watchtower on top of Avengers Tower in Manhattan…Ultron uses its powers to break through the security codes of the tower, and makes it up to Lindy Reynold’s bedroom, where she is still sleeping peacefully. Ultron climbs onto the bed, and crouches over Lindy. “So ordinary,” Ultron remarks. Suddenly, Lindy wakes up and screams when she sees Ultron! “Shhh,” Ultron tries to calm Lindy down. “This is plan B”, she smiles.
Elsewhere at the meeting room of the tower, Jarvis tries to contact someone but isn’t having much luck. To anyone who can hear him, Jarvis says they have no power at the tower and the building contains any number of devices that need a constant flow of power. He looks outside a window and sees the Avengers arriving. An angry Sentry takes the lead and furiously shouts out Ultron’s name. However, barring their way are numerous versions of Iron Man’s old armors – all controlled by Ultron! “May I help you?” one asks.
Carol remembers that using old Iron Man armors is one of Tony’s recent tricks, but before she can say anything more, one of the armors fires into her shoulder and stomach. The other Avengers start defending themselves, but get more hits themselves. Through one of the armors, Ultron gloats to Sentry that she wasn’t going to engage him or any other Avengers anymore. Having learned from past experience, Ultron now knows it never delivers the goal of her function and programming. But in this case, he needs to stall them.
Considering his power, Ultron has a lot of armors surround and grab the Sentry, who can’t escape. One of the armors moves real close to Sentry’s ear, and tells him that she’ll put Lindy out of her misery now. Sentry sweats and panics as he realizes the meaning.
He uses all of his strength to break through the armors, and bursts into the Watchtower. He makes it to Lindy’s bedroom, where he finds her dead body, covered in blood. Lifting her up slightly, he holds her tightly against his chest in a final embrace. However, while he does so, Sentry doesn’t notice that a giant metal arm is about to grab him.
Outside, Ares has climbed up on the back of one of the Iron Man armors, and rides it in mid-flight, while he shoots his gun at the other armors. When his rifle is destroyed, he uses his knife to several an armor. He then uses he jet boots of the severed armor to melt the face of another. He is joined by the Wasp, who tries to contact Natasha to tell her they’ve got their hands full. Ares thinks for a while and suddenly announces that he knows how to stop Ultron!
Plokstine missle base, Lithuania…The base has power again and its employers try to contact their commanders. Two of the employees are reading a manual to figure out what to do; but the solution is bad. It says they arm up and bolt the place down, but they’ve already done that. Suddenly, one of their computers gives a warning code that access has been denied. They realize that someone has hacked into their system. And that someone is looking for the missile launch codes…
Ares, Black Widow, Ms. Marvel, Sentry, Wasp, Wonder Man (all Avengers)Yellowjacket (current Initiative staff)
Edwin JarvisLindy Reynolds (Sentry’s wife)
Starktech 9various Iron Man armors
J. Jonah Jameson, Kat Farrell (Daily Bugle staff)other employees of the Bugle (all unnamed)
various people (all unnamed)various SHIELD soldiers (all unnamed)missle base employees (both unnamed)
on paintings at Avengers Tower: Captain America & Iron Man
Tony Stark first used his plot to use all of his old Iron Man armors to confuse his foes in Iron Man (4th series) #11-12.
To learn more about all the different Iron Man armors seen in this issue, check out the following site: www.ironmanarmory.com