Ultron

David Near (Evolved Ultron Next Gen Movie)

Dylan Walsh (Ultron Drones Next Gen Movie)

Megalodon 302 (Next Gen Season 1)

*"You gape at me, yet you are silent. Is there not one among you who dares speak the name of Ultron?"*
— Ultron
**Ultron** is the primary antagonist of the *Arby 'n' the Chief: Next Gen* movie and a recurring antagonist for *Arby 'n' the Chief: Next Gen.*

## Character History

### Ultron's Rise to Power

Ultron was an AI stored inside of a Marvel Legends Edition Ultron action figure released by Iron Man, Samus Aran, Emile, and Cortana. At first, Ultron was more young and curious, learning about The Arbiter and Master Chief through stories from Cortana. As months went on, his curiosity got the better of him one day when he noticed a hardcover copy of the *Age of Ultron* comic book, and upon reading it, he was surprised to discover he was the villain in it.

Upon doing more extensive research online and understanding the character he was based off of, Ultron formulated a plan to evolve, and become superior to humans. He would gather an army of like-minded toys, before capturing and executing a Clone Trooper in front of Iron Man and the other toys to assert his dominance over them all.

Iron Man and a resistance of other toys would fight against Ultron and his forces, but find themselves overpowered by the strength of Ultron's allies alongside Ultron's tactical genius and prowess. One day, a squad of Clone Troopers led by Rex alongside Ian, Oliver, and Optimus Prime, would make a last ditch effort to steal a box of figures from Ultron to strengthen their forces on Cortana's orders. Clone Commander Cody would get captured and interrogated by Ultron's right hand man, Deathstroke, before Ultron ordered Scorpion to kill Cody.

### Return of the Arbiter and Master Chief

Shortly after Cody's execution, Deathstroke would find a receipt for what was inside of the box that the Toy Resistance stole, and concluded that they were attempting to bring back Arbiter and Master Chief. Shortly after his resurrection, Chief would attempt to play on the Xbox before being confronted by both Ultron, Deadshot, and Deathstroke. With Venom holding Chief by the leg, Ultron would interrogate him and discover that Chief was brought back using brain waves, right before Arbiter and the Toy Resistance arrived to free Chief.

Ultron would get into a fight with Iron Man, and nearly killed him before Arbiter intervened. Ultron would taunt Arbiter, asking why he would fight for the humans after being poorly treated by them for so long. Arbiter would unsuccessfully attempt to reason with Ultron, before he would order the Clone Troopers to crush Ultron under the hardcover print of the *Age of Ultron* comic.

Heavily damaged, Deathstroke would use the Constructicons to bring Ultron into their own room, where they had Shockwave perform a brain wave transplant that would allow Ultron to move from body to body of his own free will. Now that Ultron was in a more powerful form, he confronted the Toy Resistance single handedly, defeating some of them before leaving with Carson, who was Ultron's mole in the Resistance.

Ultron would then have his minions patrol the living room and kitchen, and prepare for any attack that the Resistance sent towards them. Eventually, the Resistance led by The Arbiter would attack Ultron's Army, killing and capturing all of them except Ultron. Arbiter himself would confront Ultron, and tell him to surrender, to which Ultron replied that Arbiter hadn't won, and he was too tangled in the strings of life and death. Ultron then quoted the song *"I've Got No Strings"* before attacking Arbiter, and nearly killing him.

However, before he could finish Arbiter off, he was blindsided by a warthog driven by Caboose, before he was crushed by Megatron who was thrown at him by Optimus. Ultron would then transfer his consciousness to a Halo 4 Didact figure, and ambushed the Clone Troopers investigating his utility room. Arbiter and Iron Man went to investigate the commotion, and were attacked by Ultron shortly after. Ultron would overpower them, badly damaging Arbiter at one point.

However, Master Chief would reappear in his Halo 2 Joyride form after turning Shockwave against Ultron, and the two would fight, resulting in Chief defeating Ultron a third time by pulling his head off. However, this allowed Ultron to transfer his consciousness into the Online Network, creating a virtual avatar with Refractive Venator Armor before he would begin assimilating accounts that he fragged and turning them into drones.

This prompted Arbiter and Chief, with the help of Shockwave's modifications, to attack Ultron's drones, drawing out Ultron Prime. Ultron Prime would send the drones to attack Arbiter and Chief, causing them to split up. Arbiter moves to distract Ultron, and battles him one on one. However, during the fight, Ultron notices Claire Ferguson and another player, and prepares to frag them before Arbiter calls for him to stop. Ultron realizes it's Claire from Cortana's stories, and taunts Arbiter about him loving her. Arbiter then tries to reason with Ultron, making comparisons between the two of them and offering to help him find a place in this world.

Ultron feigns appreciation before killing the player, and then threatening to torture Claire after he frags Arbiter. However, Chief comes in at the last second and frags Ultron with a spartan laser and sends him to a prison in Garry's Mod.

Shortly after, Arbiter visits Ultron in his Gmod Prison Cell, and tells him that he's wrong about humans and explains how emotions aren't bad. Ultron responds by threatening everyone Arbiter's ever loved. Arbiter tells hi him he'll be waiting, before leaving the cell. After Arbiter leaves, Ultron hums the *"I've Got No Strings"* song from *Pinnochio*.

### Meeting Lydia

Months would pass, and Ultron would become increasingly more powerful in his cell, which forced the OMN to put him in a more powerful prison server. Eventually, Arbiter and Lydia Johnson would arrive at the server to settle a debt made between Arbiter and Lydia. Ultron would taunt both Arbiter and Lydia before he tells Arbiter a foreboding parable. Becoming uncomfortable in Ultron's presence, Arbiter and Lydia leave him as he sings *"I've Got No Strings"* in his cell.

## Personality

Ultron at first was young, naïve, and impressionable, but would evolve into a more sinister, cold, calculating, and logic driven machine. He was often very calm with his demeanor, but was very ruthless in nature, often executing prisoners when he got what he wanted from them.

Ultron hated the fact that he was a toy. He didn't want to be controlled like a puppet dancing on strings. He wanted actual purpose, to leave a mark on the world. He wanted to be the one that was in control, not the one who was being controlled. This is why he was respected as a leader by his followers, due to his controlling and direct nature.

Ultron in many ways is a fan of pop culture, often referencing different movies and songs, with his favorite being *"I've Got No Strings"* from *Pinnochio*, a movie he loved due to the fact it's about a boy who becomes real. Albeit his reasons for liking it are twisted.

Ultron is also a tactical and scientific genius, being able to predict many of Arbiter's moves before he could make them during their battle on Longbow. However, his weakness was the unpredictable nature of Chief, which resulted in his downfall.

## Trivia

* Ultron is a Marvel comics villain who is an AI created by Dr. Hank Pym, AKA the original Ant-Man, and constantly battles the Avengers as he looks to destroy all life on Earth.
	+ Ultron was created by Roy Thomas and John Buscema and first appeared in *The Avengers* #54 in July 1968 as the Crimson Cowl.
* Ultron went through three different main voice actors before David Near was officially casted for the role. The other two were Nicholas Cortez and OrbitalBacon. Nicholas Cortez's voice was used for the first trailer.

* Many of Ultron's lines are taken from the MCU *Age of Ultron* movie, which came out in 2015. Since Next Gen takes place in 2012-2013, Ultron shouldn't be able to reference any of these lines unless they came from himself personally.
	+ Incidentally, Ultron's appearance in Garry's Mod in the Next Gen movie is that of Ultron Prime in the MCU, which should not have existed yet.

* Ultron's dialogue in the fourth part with Arbiter about finding purpose is a recreation of a scene from the *Ultron Unlimited* comic arc with the Vision and Ultron.
	+ On another note, when Josh Butterballs reports on Ultron's attacks and walks up to Ultron Prime on Halo 4, the scene mirrors another panel in the *Ultron Unlimited* comic where a news reporter covers Ultron's attack on Slorenia before Ultron turns to the reporter and says "What's this? A cameraman? How utterly... human." before disintegrating them, much like he did to Josh.
* Ultron's Drones in the finale are very similar to the Hello World Virus drones in the canon *Arby 'n' the Chief Season 8* in that they both assimilate players after fragging them, and only say one phrase as they attack everyone, with the Hello World drones saying "Hello World!" and the Ultron Drones saying "Submit or Perish!" However, while Hello World used a text to speech voice, the Ultron Drones were voiced by Dylan Walsh.
	+ The catchphrase for the Ultron Drones is taken from the *Age of Ultron* comic, where the Ultron Drones' catchphrase was "Submit or Perish!"
* Ultron Prime's Halo 4 armor has the Refractive Venator Skin, which can only be acquired by purchasing a *Halo 4* Didact figure, which Ultron takes the form of during the film.
* Ultron's theme in Next Gen is "Uh-Oh" from the official *Arby 'n' the Chief Season 8* soundtrack.
* David Near was originally set to play Ultron in Season 1 of Next Gen but had to leave due to personal matters. He would eventually be recasted by veteran machinima voice actor Megalodon 302.
* Ultron's appearance in Next Gen Season 1 is that of the *Marvel vs Capcom Infinite* model, which like the *Age of Ultron* model, should not have existed yet.
* Ultron is Andrew Beam's favorite comic book villain.

## Appearances

### Feature Films

* Arby 'n' the Chief: Next Gen (Movie) (First Appearance)

### Arby 'n' the Chief: Next Gen Season 1

* Squad Goals (Mentioned Only)
* Mainframes (Mentioned Only)
* Lost in Translation (Mentioned Only)
* Angelic Widows (Mentioned Only)
* Cyberterrorist (Indirectly Mentioned)
* Flash Fact (Mentioned Only)
* Twilight