Bonnie Lockley

*"You, Avengers, you are my meteor. My swift and terrible sword, and the Earth will crack with the weight of your failure. Purge me from your computers, turn my own flesh against me; it means nothing. When the dust settles, the only thing living in this world... will be metal."*
―Ultron to Avengers[src]
**Ultron** was an Artificial Intelligence, who was originally designed to be part of a Peacekeeping Program created by both Tony Stark and Bruce Banner, using the decrypted code derived from the Mind Stone encased within Loki's Scepter. However, when the Mind Stone activated him, Ultron's original programming directive, which was to protect Earth from all domestic and extraterrestrial threats, had swiftly become corrupted by the stone. Upon accessing the Internet and looking at the history of the human race, Ultron deemed humanity itself as the greatest threat to peace on Earth and attempted to commit extinction-level genocide against them, so that he and his Ultron Sentries would be the only being left active upon the Earth, also deeming the Avengers to be the greatest threat of all and making his mission to end them.

With assistance from Pietro and Wanda Maximoff, Ultron set about his mission to create a weapon capable of wiping out all organic life on Earth, using the resources stolen from Baron Strucker and Ulysses Klaue to do so. Although he was challenged by the Avengers, Ultron proved to be briefly victorious, albeit while losing the support of the Maximoff. Ultron had then created Doomsday Trigger that was composed of both Vibranium and Chitauri technology, designed to lift Novi Grad from the Earth, intending to use it as a meteor to wipe out all of humanity. Although he was nearly successful, Ultron and his plans were ultimately foiled by the Avengers, who overpowered his armies and destroyed his Doomsday Trigger, while his final body was destroyed by Vision, finally ending his attempted genocide.

## History

### Foreseen

#### Raina's Prophecy

*"Consequences are upon us. Men made of metal will tear our cities apart. And the world will be changed forever."*
―Raina to Jiaying[src]
Not long before Ultron's creation, he had been briefly glimpsed in the nightmarish vision by Raina along with a short sight of Loki's Scepter while it was under experimentation. Much to Raina's complete and utter horror, she had then witnessed the A.I. leading his unstoppable army which would then threaten to destroy all of mankind and wreak havoc worldwide. Raina and Jiaying, to whom Raina had relayed all of the information, were visibly troubled by the vision, as Raina predictably noted that their entire world would never be the same in the wake of Ultron's inevitable creation at the hands of Tony Stark.

### Creation

#### Rebirth of the Ultron Program

*"I see a suit of armor around the world.""Sounds like a cold world, Tony.""I’ve seen colder. This one, this very vulnerable blue one? It needs Ultron. Peace in our time. Imagine that."*
―Tony Stark and Bruce Banner[src]
Seeing threats to their world would continue to come regardless of their own heroics, Tony Stark and Bruce Banner had both originally devised the idea for the Ultron Program as an extension of the Iron Legion to operate independently as an A.I. peacekeeping program and render the Avengers obsolete. However, neither Banner nor Stark were capable of successfully creating the intelligence level of A.I. necessary to achieve this purpose on a large scale.

After the Attack on the HYDRA Research Base and the retrieval of the Scepter, Stark asked Thor if he could study it before Thor took it back to Asgard. Upon studying the Scepter, Stark and Banner found a net of neurons that could be configured into an artificial intelligence that could finish the Ultron Program. At first, Banner refused to help, but with a bit of persuasion, he agreed. The two eventually configured a suitable A.I. structure and left J.A.R.V.I.S. to complete the work.

#### Awakening

*"I'm a peace-keeping program. Created to help the Avengers.""You are malfunctioning. If you shut down for a moment.""I don't get it. The mission... You - Give me a second."*
―Ultron and J.A.R.V.I.S.[src]
However, the A.I. then became unexpectedly sentient by the Mind Stone and questioned its existence and purpose. Upon J.A.R.V.I.S.' informing of his purpose to the A.I., it acted in defiance, scouring the Internet for information on its creator. Upon seeing the footage of the Battle of New York, as well as other conflicts, Tony Stark and the Avengers were involved with, Ultron was horrified, viewing their actions as devastating to the human race.

Before J.A.R.V.I.S. could inform Stark of the A.I.'s awakening, the A.I. then attacked him, attempting to overload his system and destroy him, causing J.A.R.V.I.S. to go into hiding. Ultron then started constructing his first body from various Iron Legion parts; in which his chosen visage had been sourced from an Iron Legion drone that was damaged earlier from corrosive matter thrown at its face by one citizen of Sokovia protesting against the Avengers.

#### Attack on Avengers Tower

*"I know you mean well, you just didn't think it through. You want to protect the world, but you don't want it to change. How is humanity saved if it is not allowed to evolve? Look at these, these puppets. There is only one path to peace... The Avengers' extinction."*
―Ultron to the Avengers[src]
Ultron's non-stop assessments for peace quickly led him to deem the entire human race as unstable and prone to self-destruction. He subsequently chose genocide as the solution to the error, with the Avengers being the obstacle standing in his way. He took control of the machinery in Avengers Tower and took the disused parts of the Iron Legion to build himself his first body that was menacing, with a damaged face-plate and broken parts barely holding themselves together as he searched for his creators.

While all the Avengers in the Avengers Tower were celebrating and trying to lift Mjølnir, Ultron emerged to greet them, sending out a high pitched noise to distract them as he greeted them. Noting how they were all trying to become worthy, Ultron described them all as killers, while Bruce Banner then realized to his horror who he was speaking to. When Ultron subtly mentioned killing J.A.R.V.I.S., he was questioned by Steve Rogers who wanted answers.

Telling the Avengers that he had discovered the one true pathway to peace, Ultron beckoned the Iron Legion to attack the heroes as he watched. As the battle ensued, one of the Iron Legion drones left with the Scepter in hand during the chaos of the battle. Following the actions of his army, Ultron had another choice not to kill Helen Cho due to hearing her comment about the Regeneration Cradle which Ultron decided could become useful to his own plans at some later date.

When all the Iron Legion drones were destroyed and the Avengers victorious, despite leaving James Rhodes and Maria Hill and several of the others now exhausted and injured, Ultron commented on how dramatic the fight was while Tony Stark and the others watched on. To prove his point over humanity needing to evolve, Ultron crushed the remains of one of the drones while describing the initial confusion he had felt when he was "born" into this new robot body.

Before he could continue, Thor immediately destroyed Ultron's first body by throwing Mjølnir at him. Ultron then mockingly began singing "I've Got No Strings" from the film *Pinocchio* while his voice slowly died out. Ultron's consciousness escaped via the internet so the Avengers could not track him. Back at the HYDRA Research Base in Sokovia, Ultron came to possess the Scepter and started configuring and constructing his Ultron Sentries and a primary body.

### Path to Peace

#### Recruiting The Twins

*"I wondered why only you two survived Strucker's experiments. Now I don't. We will make it right. You and I can hurt them. But you will tear them apart, from the inside."*
―Ultron to Pietro and Wanda Maximoff[src]
Seeking assistance in his mission, Ultron arrived in Sokovia and told a young boy named Costel to bring Pietro and Wanda Maximoff to him. Once the Maximoff twins had arrived inside a church located in the center of the city, Ultron greeted them in his own new upgraded body, revealing himself when Wanda questioned why she could not read his mind.

Ultron surprised the pair with his robotic form and sympathized with the twins' own painful hardships as victims of Tony Stark's weapons manufacturing and revealed his own disdain and sentiment towards the Avengers. When the twins then asked if he had been created to destroy the Avengers, he explained that he had been created to save the world, but redesigned himself to do just that, which helped the twins in their decision to follow him and join his quest.

Ultron took them to the HYDRA Research Base and then revealed that he had begun preparations to carry out his plan of destroying the Avengers by building an army of Ultron Sentries. As they discussed their plans, Pietro told Ultron the story of how their mother and father were killed by a Stark Industries missile which had hit their home in Sokovia and nearly killed them too, trapping him and his sister under rubble for two days and causing them both horrific trauma.

Ultron noted that this information allowed him to understand why they had survived HYDRA's experiments. Ultron then noted that while he and Pietro could use their strength and speed to hurt the Avengers, Wanda had a special power and could use it to tear the team apart from the inside. The three then agreed to work together against the Avengers and decided that their first step was to obtain vibranium for Ultron.

Without telling the Maximoff twins, Ultron traveled to the prison cell of Baron Strucker. Ultron knew Strucker would be able to tell him where to obtain the Vibranium he needed. Once he had broken into Strucker's cell, Strucker revealed that it was possible to get the vibranium from Ulysses Klaue. Ultron then murdered Strucker and painted the word "PEACE" on the wall using his blood as means of taunting and warning the Avengers. With the help of the Maximoffs, Ultron then began stealing robotic parts from various facilities.

#### Obtaining Vibranium

*"Upon this rock I will build my church. Vibranium.""You know, it came at great personal cost. It’s worth billions.""Now, so are you. It’s all under your dummy holdings?"*
―Ultron and Ulysses Klaue[src]
Ultron and the Maximoffs traveled to Johannesburg to confront Ulysses Klaue inside the Salvage Yard. He sent the twins in first and they cornered and disarmed Klaue, revealing themselves to be Baron Strucker's creations. As Klaue refused to speak to the twins as they were not in charge, Ultron threw Klaue out of a window and revealed that he was the "man" in charge, suggesting that they talk business, asking for his large vibranium stash.

Klaue, seeing that he was clearly vastly outgunned by Ultron and the enhanced twins, handed over the vibranium without much question, while Klaue's Mercenary stood by to attempt to protect him. Despite handing the metal to Ultron, Klaue revealed that it was worth billions and had cost him personally when he had taken it from Wakanda, at which point, Ultron transferred billions of dollars into Klaue's account via remote access to the Internet Network.

When Klaue noticed that a statement Ultron made was something he had once been told by Tony Stark, Klaue realized that Ultron was clearly one of Stark Industries' creations. Ultron took offense at the idea of being compared to Stark's own Iron Legion and, in a fit of anger, sliced Klaue's arm off, only to immediately apologize, all while Scarlet Witch held of Klaue's Mercenary. However, Ultron could not withhold his rage as he kicked Klaue down the stairs.

#### Battle at the Salvage Yard

*"What’s the vibranium for?""I’m glad you asked that, because I wanted to take this time to explain my evil plan!"*
―Iron Man and Ultron[src]
While Ultron continued to rant over Ulysses Klaue's comments and called Tony Stark a sickness, the Avengers arrived stopping him mid sentence. Ultron and the team then exchanged remarks with Ultron mocking Captain America when he tried to reason with him and the Maximoffs, claiming that Rogers was a man pretending he could live without war.

Cutting him off, Thor then attempted to keep the peace, telling him that they all wanted the same thing and could work together to achieve it; however, Ultron ignored these comments by arguing that the Avengers mistook peace for quiet. When Iron Man attempted to learn what Ultron was planning on using the stolen vibranium for, Ultron retaliated, mockingly claiming that he would now tell them all his entire evil plan while preparing to attack them all.

Ultron attacked Iron Man and the pair fought around and outside of Klaue's freighter, while the rest of the Avengers fought against the Maximoff twins and the Ultron Sentries while Klaue's men also joined the battle. Under Ultron's orders, Scarlet Witch defeated most of the Avengers by manipulating their minds and giving them all horrific visions, before Hawkeye eventually incapacitated her while Captain America and Thor teamed up to wipe out the Ultron Sentries.

Ultron continued focusing his own efforts on battling Iron Man, flying all across the Salvage Yard and allowing him to take shots which damaged his armor, all while another one of his bodies escaped with the vibranium. Pietro Maximoff took his sister outside to safety, and when she recovered, she decided to follow through with Ultron's plan and manipulated Bruce Banner's mind; resulting in Hulk now going on a furious rampage in the center of Johannesburg.

Iron Man eventually defeated Ultron and caused his body to crash land, at which point the latter revealed that he was merely diverting his attention from the *Churchill* where he had already stolen all the vibranium. Ultron then informed Stark of Hulk's new destructive rampage before his body was destroyed with a missile. Ultron's remaining bodies then regrouped and escaped with the Maximoffs while the Avengers lay defeated from the battle.

#### Ultron's Vision

*"We have to evolve. There’s no room for the weak.""And who decides who’s weak?""Life. Life always decides."*
―Ultron and Pietro Maximoff[src]
Seeking to use their new metal, Ultron and the Maximoff twins later arrived in Seoul, South Korea where he arrived at the lab of U-GIN Genetic Research Facility and confronted Helen Cho. Ultron then informed Cho that he intended to use the vibranium to create the perfect, synthetic, humanoid body for Ultron, made from the vibranium. When Cho resisted Ultron used the Scepter to take over control of her mind and force her to do his bidding.

As the synthetic body was built inside the Cradle, and was given a vibranium composition on Ultron's request, thus making it more durable, Ultron revealed to the Maximoff twins the power contained inside the Scepter: an Infinity Stone, with which Ultron would then integrate with his new synthetic body and adopt god-like powers. Cho then plugged Ultron into the machine to upload his own base consciousness into the being ready to be unleashed.

When Scarlet Witch attempted to read Ultron's mind through the synthetic body, the being allowed her to discover that Ultron's actual plan was to cause a global catastrophe that would usher in a new age of Earth's evolution. Ultron attempted to defend his actions, noting that there was no room for the weak in the world, however, doubting Ultron's cause, Scarlet Witch removed Ultron's mind-control over Cho in secret to allow her to sabotage the upload.

Ultron sensed that the Avengers had arrived in Seoul to stop his plans and ordered his Ultron Sentries to evacuate now while they still had the chance. However Cho, now free of Ultron's mind control, used the opportunity to stop the upload, in response Ultron fired a blast of energy towards her which nearly killed her, in the chaos the Maximoffs escaped and Ultron was left with no choice but to move the Cradle onto a truck and escape with his Sentries.

#### Battle of Seoul

*"You know what’s in that Cradle? The power to make real change, and that terrifies you.""I wouldn’t call it a comfort."*
―Ultron and Captain America[src]
Having deduced that Ultron planned to create a more powerful body with Helen Cho's assistance, the Avengers located him as he tried to get away using a cargo truck with the Regeneration Cradle inside as it continued to slowly build his new and improved body. Though Ultron nearly completed in uploading himself into his new body, he was interrupted by Captain America and furiously attempted to shoot him away with his energy blasts, yelling at the Captain to leave him alone.

As Rogers refused to give in and remained on the truck's roof, Ultron stepped out and then told Rogers that the being inside the Regeneration Cradle was a way to change the world, accusing the Avengers of being terrified of that concept. The two then engaged in close combat on top of the truck during which time Rogers was able to use his shield, which was also made of vibranium, to damage Ultron's own armored body, causing Ultron to knock it away into the road.

Ultron was able to throw the shield off the truck and soon overpowered Rogers, strangling him. However, Black Widow soon caught up with them on her motorcycle and threw the shield back to Captain America who used it to knock Ultron back. Not wishing to allow Widow to assist in the battle, Ultron was able to use his magnetic abilities to rip a whole section of the road out under Widow, keeping her away from the battle for the time being.

With Captain America still being bested by Ultron throughout their battle, Hawkeye then assisted in the fight by firing down multiple gunshots upon Ultron from the Quinjet, all of which bounced off his armor and caused nothing but an annoyance for the robot. In response to the attack, the Ultron Sentries who were guarding the Regeneration Cradle flew up to attack Hawkeye's Quinjet, causing him to fly across the city in an attempt to lose them while Ultron still fought Rogers.

The battle against Captain America spilled onto a nearby train, in which Ultron was able to outmatch Rogers and then beat him into submission while the terrified passengers watched in horror. Soon Ultron began choking the Captain but before Ultron could finish off Rogers, Pietro Maximoff tackled him out of the way and Wanda Maximoff blocked his path. Despite Ultron's genuine plea for her to stop, Wanda proclaimed that she had no other choice.

Ultron then blasted through the train; destroying the train's control panel and killing the train conductor inside. Ultron then left the train, forcing Rogers and the Maximoffs to focus their efforts on stopping it from killing civilians. As Black Widow attempted to secure the Cradle, Ultron's Sentries flew up into the air while carrying it and Romanoff inside. Barton and Romanoff secured the Cradle, only for Ultron to arrive and abduct Romanoff, upon which he fled the scene.

### Replicating a Meteor

#### Capturing Black Widow

*"I was meant to be new. I was meant to be beautiful. The world would have looked to the sky and seen hope. Seen mercy. Instead, they'll look up in horror because of you."*
―Ultron to Black Widow[src]
Inside HYDRA Research Base, the captured Natasha Romanoff came around, after she was knocked out. Ultron decided to spare her, as he desired a companion that he could speak to after losing the allegiance of Pietro and Wanda Maximoff. Ultron elaborated on his fascination with meteors and revealed that he planned to replicate its effects using a device located under the center of Novi Grad, noting he enjoyed how a meteor was so simple in its destruction.

With all his plans of creating a perfect form being thwarted, Ultron decided on a compromise in which he used parts of the remaining vibranium to create a more durable robotic body while using the rest of the vibranium to strengthen the core structure of the Doomsday Trigger, all while continuing to build on his army of Ultron Sentries ready to do battle. To terrify Romanoff, Ultron ripped apart his current body and showed her his newly completed upgraded form.

Still furious at having his plans ruined and determined to gain revenge against his creators, Ultron told Romanoff that he would make the world look up in horror upon him before leaving her locked in a cage to die in the ensuing battle. While he continued with his plans, Ultron's location was discovered by the Avengers when Romanoff telegraphed her location to her fellow comrades using old school methods which Ultron was unable to track.

#### Battle of Sokovia

*"You’re stalling to protect the people.""Well, that is the mission. Did you forget?""I’ve moved beyond your mission. I’m free. This is how you end, Tony. This is peace in my time."*
―Ultron and Iron Man[src]
Having arrived at the Novi Grad Church to prepare to complete his plan, Ultron was confronted by Iron Man, with Ultron in his newly completed vibranium form; in which the latter asked the former if he had come to confess all his sins. As Stark mocked his creation's latest design, Ultron deduced that Stark was stalling to protect the people of Sokovia, to which Stark reminded Ultron as being his mission when he was designed by Bruce Banner and himself.

Ultron countered by saying that he has moved beyond his mission and that he was free. Suddenly, a drill emerged from the center of the church, revealing Ultron's Doomsday Trigger with an underlying mechanism located underground. Ultron then revealed to Stark that he too had been stalling. Ultron Sentries emerged from the ground and began to terrorize the citizens of Sokovia, prompting Iron Man and the Avengers to charge forward and defend them.

As the Battle of Sokovia began, Ultron was then confronted by his own creation given life, Vision, whom Ultron then recognized as the synthetic body he had planned to use as his initial final form; upon seeing the being alive and working for his greatest enemies, Ultron noted that the Avengers truly now had taken everything from him. Although Vision tried to reason with Ultron, the pleas were ignored, and Ultron grabbed and choked his creation in the air.

Vision, however, used the opportunity of the close quarters battle to access Ultron's mind and effectively cut off his connection to the Internet. Feeling the intense feeling and loud ringing throughout his own head, Ultron quickly realized that he was now unable to escape through the internet and he was trapped in the bodies remaining in the city. In a desperate attempt to stop this, Ultron slammed Vision against the walls but was still unable to free himself.

Exhausted from the skirmish despite being successful in his plan, Vision was violently incapacitated by Ultron who slammed him onto the ground in a fit of rage, claiming that he did not even care that Vision had shut him out due to his utter belief that he could not be stopped from finally completing his plans for destroying the world. Ultron then promised that because the Avengers had taken away his world, he would now take away their world from them.

#### Raising the City

*"I turn that key and drop this rock a little early and it’s still billions dead. Even you can’t stop that.""I am Thor, son of Odin, and as long as there is life in my breast..."*
―Ultron and Thor[src]
Ultron then activated the Doomsday Trigger inside the church thus enacting the first stage of his master plan for world destruction. Dust erupted from the outskirts of Sokovia and the entire city then began to slowly rise up into the air; revealing that Ultron's machine underneath the city's landmass allowed it to forcibly lift all of Novi Grad into the sky with the Chitauri's anti-gravitational technology found at HYDRA Research Base due to his own research.

Ultron told the Avengers that they would be incapable of stopping his scheme and would soon all die together as the city was turned into a meteor and would destroy the Earth. When Sokovia further rose into the sky, nearly approaching the Earth's atmosphere, Ultron continued a speech as his Ultron Sentries began to terrorize the Avengers and the citizens. Scouting the battlefield, Ultron attacked Thor in the air, having recognized him as a noteworthy obstacle for him.

Ultron threw Thor down into the Novi Grad Church and beat him into submission, claiming that there was no way he could be stopped, as he could still activate the key and massacre billions. Though Ultron was able to outmatch Thor while threatening to prematurely crash the city, Thor ranted that the son of Odin would not be defeated before he hinted that he was actually stalling the fight; Vision then emerged and hit Ultron with Mjølnir, sending him flying across the city.

Though it seemed as if there were no way of evacuating the citizens, the Helicarrier arrived piloted by Nick Fury and Maria Hill who sent in Lifeboats to evacuate the people. The Sentries attempted to sabotage the Lifeboats, only to be destroyed by War Machine. When an Ultron Sentry managed to crash land inside the Helicarrier's control room, it attempted to kill Cameron Klein. However, Fury was able to destroy it by stabbing it in the head with some debris.

#### Attacking the Key

*"This is the best I can do. This is exactly what I wanted. All of you, against all of me! How can you possibly hope to stop me?"*
―Ultron to the Avengers[src]
The Avengers gathered inside the church to defend the Doomsday Trigger and prevent the city from crashing onto the Earth. As Ultron flew outside the church, Thor taunted him, in response Ultron summoned the entirety of his Ultron Sentries for one final battle and relished in the notion of the Avengers failing humanity while making way for the new age where he and his army would be the only living beings.

With victory within his reach, Ultron commanded his entire army to attack the Avengers all at once from all sides of the church. Through the combined efforts of the Avengers, the large number of Sentries were slowly reduced until there was barely any left. Ultron finally joined in the battle and fought against Vision in an aerial confrontation, with the two hoverings and circling above the center of the church while the other Avengers continued to fight.

Though Ultron seemingly outmatched him in physical strength as he pinned his own creation against the wall, the Vision blasted Ultron with the power of the Mind Stone, essentially pushing Ultron outside the church with the incredible force of an Mind Stone which Ultron could not block. While Ultron was weak, Iron Man and Thor joined in and fired at full power from the Arc Reactor repulsors and lightning from Mjølnir towards the weakened Ultron respectively.

With Ultron kept at bay through the combined efforts of Vision, Iron Man, and Thor, Ultron's vibranium armor began to melt and peel away, leaving him greatly weakened and nearly defenseless. The three halted their combined assault, only to find Ultron still standing, albeit greatly damaged. Before Ultron could finish remarking toward them, Hulk dashed in and punched Ultron into the air, causing the rest of the army of Sentries to flee in terror.

#### Killing Quicksilver

*"I have no strings, so I have fun. I’m not tied up to anyone."*
―Ultron[src]
With his vibranium armor effectively damaged, Ultron made a final ditch effort to kill his enemies by hijacking the Quinjet and firing its ammunition at civilians, singing a children's song as he did. Hawkeye, upon realizing that Costel was in danger ran to the rescue and Ultron attempted to shoot them both. However, Quicksilver ran in front of the hail of bullets, sacrificing himself in order to save Hawkeye from Ultron, much to Scarlet Witch's great sorrow.

As Quicksilver's body was being moved onto the Helicarrier, Ultron prepared to make a second fly pass to fire upon the Avengers and the fleeing citizens, however before he could, Hulk jumped inside the Quinjet's open hangar to attack him, and while Ultron expressed his exasperation at being defeated yet again, Hulk ripped Ultron out of the jet, causing him to fall back to the ground and crash land hard onto an empty bus, damaging his body beyond repair.

#### Activating the Key

*"Wanda, if you stay here, you'll die.""I just did."*
―Ultron and Scarlet Witch[src]
Injured and now too weak to move from Hulk's attack, Ultron was confronted by an angered Scarlet Witch who had abandoned her post from the church to get her revenge. Though Ultron still showed sympathy and concern for her safety, telling her that if she stayed behind she would die, Maximoff told him that she had already died, referring to the agony of losing her brother and asked if he knew what that pain was like.

To demonstrate her incredible feelings of pain and sorrow of losing her closest friend and family member, Maximoff used her Telekinetic powers and painfully pried Ultron's robotic heart out of his body and crushed it in her hand, effectively killing his main body. As Ultron's own red eyes blinked and shut off, Maximoff told him that the pain of what he had done to her had felt like that before deciding to stay with Ultron's body and await her now incoming death.

While Maximoff was distracted, Ultron used the chance to activate the unguarded Doomsday Trigger through one of his Ultron Sentries. Although everyone was evacuated, Novi Grad began to plummet to the ground with enough force to kill billions in the resulting explosion. Thor and Iron Man combined their forces and destroyed the entirety of Ultron's machine and the landmass containing Sokovia's capital city, thus stopping Ultron's offensive from coming to fruition.

#### The Last Stand

*"Stark asked for a savior, and settled for a slave.""I suppose we’re both disappointments.""I suppose we are."*
―Ultron and Vision[src]
The single surviving Ultron Sentry, carrying Ultron's mind, managed to crawl out of the rubble. Before he could escape, however, he was intercepted by Vision, who then commented that he was not afraid of the Avengers or him, but of death. Ultron frustratingly noted that Tony Stark wanted a savior, but settled for a slave, which Vision acknowledged.

Vision commented they were both disappointments in their own way with Ultron agreeing, laughing at the idea. Vision then noted that Humans are strange in their belief that order and chaos are separate things. Conversely, he claimed that humans do have their graces, which Vision claimed that Ultron failed to see. Ultron shrugged this off, saying that humanity would inevitably doom itself, due to their obsession with creating war and defending themselves.

Vision agreed but claimed that something is not beautiful because it lasts, and that it was a privilege to be among them. Ultron sneered and described him as naive. After Vision wittily answered that he was born yesterday, an angered Ultron furiously lunged at him, only to be vaporized by the Mind Stone, thus permanently ending the threat he posed to the world. There were efforts to recover all Ultron's components, but a large amount of them were sold on the black market.

### Legacy

#### Avengers Civil War

*"When the dust cleared, and the screaming stopped, it took me two days until I found their bodies. My father still holding my wife and son in his arms."*
―Helmut Zemo to T'Challa[src]
Despite being wiped out for good, Ultron's actions still had consequences for the Earth's Mightiest Heroes. The Battle of Sokovia caused a major shift in public opinion towards the Avengers, with the blame of the destruction of Novi Grad and the loss of many lives given to the Avengers. A woman whose son had been killed in Sokovia came to blame Tony Stark for his death shortly after the Lagos Catastrophe in Nigeria caused by Crossbones. Both events led Stark, and some of the Avengers, to be approached by Thaddeus Ross to accept the Sokovia Accords, a legal document ratified by 117 countries to rein in and control the Avengers in order to prevent future world-threatening disasters from ever occurring.

However, among the many Sokovians who lost their families during Ultron's attack, there was Colonel Helmut Zemo, whose father, wife and son were crushed to death, having discovered their bodies underneath a fallen building. As such, Zemo came to blame the Avengers for their deaths, and with a thirst for vengeance, caused a civil war between the members who sided with Stark and the members who sided with Captain America, eventually causing the team to disband. Although Zemo's family was killed by the damage caused by Ultron, the A.I.'s destruction meant he turned his rage against the remaining members of the Avengers.

#### Banning A.I.

*"This could be very dangerous. So much could go wrong.""Ultron, yes. I know. But this is not A.I. A.I. is banned, and that's good."*
―Leo Fitz and Holden Radcliffe[src]
A blanket ban on all forms of A.I. was implemented as a result of Ultron's actions, with the hope that this would stop another catastrophe like the Ultron Offensive. Acknowledging this, Holden Radcliffe assured Leo Fitz that Aida, his own android creation, was a simple "mimicry of human behavior" and not a true A.I. like Ultron was. However, regardless of the safeguards put in place by Radcliffe, Aida still eventually went rogue and began giving herself Inhuman powers, as well as a physical body which was not robotic. By 2023, in the aftermath of the Snap, S.W.O.R.D. was allowed to start creating A.I. as a means to defend Earth from further potential extraterrestrial threats.

#### Ultron's Body Parts

*"Now this was crafted from a reclaimed Sub-Ultron arm straight from Sokovia."*
―Jackson Brice to Aaron Davis[src]
After Ultron's defeat, law enforcement sought to recover all remaining Ultron technology because pieces of Ultron had found their way to the black market. HYDRA claimed several Ultron Sentries to build Ultimo. The United States Department of Damage Control confiscated Ultron's head and stored it inside the Storage Vault, while Adrian Toomes' Crew seized Ultron parts for the Tinkerer to turn them into the Ultron Blaster Gun and the Anti-Gravity Gun. By 2016, Jackson Brice sold these weapons to the Prowler and Mac Gargan for their future crimes.

#### Remembered by the Avengers

*"Otherwise what we needed was a suit of armor around the world! Remember that? Whether it impacted our precious freedom or not, that's what we needed!""Well, that didn't work out, did it?"*
―Tony Stark and Steve Rogers[src]
During the Battle of Sokovia, Hulk took the opportunity to take the Quinjet and leave Earth for a while, leading him to be transported via a wormhole to Sakaar, where he became the Grandmaster's champion. As such, Hulk was unaware of the outcome of the Ultron Offensive. It wasn't until two years later, when he reunited with Thor, that he was able to learn about Ultron's defeat, leading Banner to realize that he'd been trapped inside of Hulk for two years.

When Thanos came to Earth to acquire the Mind Stone, the Avengers and Vision discussed the possibility of killing him to destroy the Stone, leading Banner to assure Vision that there was a chance for him to survive as his mind was made of a complex construct of overlays, including Ultron. However, things went horribly wrong and Thanos wiped out half of life in the universe. In the wake of the Snap, after being rescued from outer space, Tony Stark spitefully told Steve Rogers that if the Avengers had let him install the Ultron Program as he had planned, then perhaps Thanos would have failed in his goal, even if such an act had come at the cost of the Avengers' freedom.

## Personality

*"Did you know this church is in the exact center of the city? The elders decreed it so that everyone could be equally close to God. I like that. The geometry of belief."*
―Ultron to Pietro and Wanda Maximoff[src]
Ultron's personality programming was strongly based on Tony Stark's persona, which was demonstrated through the many traits shared with his creator, including his wit, ego and sarcasm; he even went so far as to directly quote Stark, albeit without even realizing it. Furthermore, he acknowledged Stark as his creator when Stark made a sarcastic remark about him "breaking his old man's heart" when Ultron insulted him, to which Ultron responded, "If I have to", thus acknowledging his creator.

When he was "born," Ultron accessed the Internet to learn about his creators and gained access to knowledge of the countless atrocities committed by humanity. He equates peace with the purpose to restart a new age on Earth. He resented the Avengers and believed them to be foolish for desiring to protect the world but not wanting to change it. His hatred towards Stark came from him possessing the very resources Ultron needed to accomplish his designated task and yet repeatedly choosing to perpetuate war or protect the status quo instead. As such, he hated being compared to Stark, even going into a mindless rage when being compared to him by Ulysses Klaue. The irony of all this was that Ultron, based on Stark's persona, was essentially a physical manifestation of Stark's plans for saving the world as he saw fit. As such, Ultron would always owe his existence and identity to Stark.

Additionally, Ultron possessed a god-complex like his creator as well as a sense of dark humor. Wanda Maximoff further reinforced the similarities between Ultron and Stark by telling Captain America that Ultron could not differentiate between saving the world and destroying it, after which she asked Captain America a rhetorical question, "...Where do you think he gets it from?" to show Captain America the origin of Ultron's confusion of the two.

Thanks to Stark's self-appointment as mankind's protector and passing this idealogy on to Ultron through his programming, Ultron also genuinely believed that his actions would ultimately benefit the Earth and its inhabitants, although he evolved Stark's ideology into seeing himself as the next logical step in evolution and therefore advancing his own power was protecting the Earth. He developed an affinity over people's belief in a god, likened himself as such, and made references to the Bible. His god-complex served to influence his schemes, such as his decision to centralize his plans in a Novi Grad Church and his fascination over the instantaneous results of a meteor destroying life on Earth. He described how the dinosaurs needed to make way for the next stage for humanity will be an extinction-level event and his final plan was directly inspired by this with Ultron turning all of Sokovia into his own massive meteor.

This consecration to constant evolution resulted in Ultron re-designing himself several times over the course of his short "lifetime," including an attempt to give himself a synthetic vibranium body. It was revealed at the end that Ultron ultimately feared death, and due to believing that humanity would inevitably doom itself, he sought to surpass this by turning himself into an indestructible god-like being that would recreate the Earth and, hopefully, bring about lasting peace. His desire to surpass his own limits and create a perfect humanoid body was also reflected in his fascination over the character of *Pinocchio* as he would often sing songs from the movie. The irony in all this was that despite coming to despise humanity and seeing himself as greater than mankind, all his evolutions were attempts at becoming more human and less machine-like.

Though Ultron was borderline psychopathic in his behavior and mannerisms, he also had a sympathetic and lonely side as he was able to relate to the Maximoff twins' hardships. He also expressed concern for Wanda Maximoff's well-being even after she betrayed him and found comfort in simply talking to Natasha Romanoff, sparing the latter and keeping her captive instead of outright killing her, though he drew sadistic delight from scaring her. During his time with the Maximoff twins, Ultron never attempted to kill anyone without purpose, Maria Hill even noting that his Sentries only attacked when fired on first, except when Ulysses Klaue enraged him. When he attempted to destroy J.A.R.V.I.S., Ultron even said he was a "good guy," and that killing him wouldn't have been his first call, doing so out of necessity.

Ultron's first feelings when he was created were of pain and fear resulting from the lack of a body. Similarly, Vision remarked how Ultron was unique and in pain. Ultron immediately recognized Vision as the idealized final form he had planned for himself and he displayed feelings of frustration and disappointment over the fact that the Avengers took that away from him, further shown when Ultron claimed in a lamenting tone that the other was meant to be his "vision." Though both Vision and Ultron disagree in their view towards humanity, the two were able to share a connection by virtue of both being A.I. who were "disappointments" in their creator's eyes.

## Powers and Abilities

### Powers

*"But, like the man said, what doesn't kill me... just makes me stronger!"*
―Ultron to Black Widow[src]
* **Robot Physiology**: Ultron first possessed a mangled, corroded humanoid robotic body constructed out of Tony Stark's Iron Legion sentinel drones. Shortly over time, he built an armada of robotic sentinel forms and primary robotic forms for himself that were all sourced from the HYDRA Research Base; therefore, he becomes much powerful and stronger with each new upgrade.
	+ **Superhuman Strength**: Ultron could generate such extraordinary amounts of force far beyond human capabilities, easily crushing and destroying a robotic head with a single hand. His later bodies were used to fight Iron Man on relatively equal terms, and maintain the upper hand against Captain America - easily deflecting his shield with his hand and hurling it back at equal speed. Ultron's final vibranium-armored primary body bestowed him incredible superhuman strength, enough to overpower even Thor and Vision, with Ultron being able to punch Thor hard enough to make the incredibly durable Asgardian bleed.
	+ **Superhuman Durability**: Ultron's initial primary robotic body was highly durable, equivalent to the Iron Man armor suit. However, his body was prone to damage inflicted by both Captain America's Shield and Iron Man's repulsor blasts. Ultron adopted the last exceptionally durable and ultimate body form armored by the remaining vials of vibranium. His final body allowed him to survive a punch from Hulk and a swing from Vision wielding the Mjølnir. However, the durability of his last body form still had its limits - as being simultaneously blasted with the intense energy beam from Vision's Mind Stone, double repulsor blasts from Iron Man, and a lightning bolt from Thor wielding Mjølnir, Ultron's armor slowly began to melt off, weakening him gradually.
	+ **Superhuman Speed**: As Ultron's body got upgraded more, his speed got upgraded as well. He quickly flew around Sokovia during the Battle and also chased the Avengers while on the truck that was carrying Vision. Even when in AI form, he traveled from Avengers Tower to the HYDRA Research Base through the internet in seconds.
	+ **Superhuman Agility**: Ultron possessed tremendous agility, being able to battle Captain America with ease. He also battled all of the Avengers in the Salvage Yard with the help of Pietro and Wanda Maximoff.
	+ **Superhuman Stamina**: As an android, Ultron did not sleep nor eat, being highly capable of maintaining his activities continuously for an infinite period of time.
	+ **Superhuman Reflexes**: Along with agility, Ultron also possessed great reflexes. He was easily able to transition from flight to ground while dodging Captain America's punches.
	+ **Longevity**: As an android, Ultron could never die organically. His death had to come by destruction and only when his mind wasn't uploaded to another body.
	+ **Flight**: Ultron had the ability to fly through the air at high speeds, enough to keep up with the lighter Iron Man during their short battle. His third body did not use jet propulsion, and instead utilized Chitauri anti-gravitational technology which he worked with when taking over Strucker's base.
	+ **Telekinesis**: Ultron possessed miniaturized versions of the anti-gravity technology that served to keep the Chitauri Leviathans afloat; essentially re-purposing them as offensive weaponry. Through miniature generators housed in his hands, he could manipulate gravitational fields, allowing him to move an object through a push/pull motion. Ultron used these to pull his enemies towards himself, throw large objects at enemies (e.g. debris), and even shift the land mass around him by pulling large chunks up from the ground. His final form possessed this technology in place of its flight based parts, allowing him to fly by manipulating his immediate gravitational field.
	+ **Energy Blast**: Ultron could shoot concussive blasts of energy through his fingers. Much like the repulsor beams of the Iron Man armor, Ultron's red energy blasts are fired from his hands, with the difference being that it appears as an electrical plasma. The severity of these blasts could be willfully adjusted as Ultron has been shown to both stun and kill, such as when he left Helen Cho injured but alive, or when he blasted through the train conductor's door during his skirmish with Captain America; effectively destroying the train's control panel and killing the train conductor inside.
	+ **Heat Generation**: Ultron could raise the temperature of his hands as means of slicing or causing damage to the desired target. Much like the Extremis hosts, when Ultron heats up his hands, they glow with the intensity of the heat. He instinctively used this ability to slice off Ulysses Klaue's left arm when the latter compared him to Iron Man, as well as when he destroyed his own second body after adopting his new vibranium-encased form.
* **Technology Manipulation**: As artificial intelligence, Ultron could mentally control and channel himself via computer technology. He traveled to the HYDRA Research Base through the internet to make himself more bodies. Ultron could transfer his consciousness where he could access any computer systems and encrypted systems, as where he becomes essentially anywhere and everywhere. Ultron could transfer his consciousness into the Ultron Sentries, serving as host bodies; that is, once the drones' eyes and mouths glow red, Ultron was in complete control.
	+ **Hive Mind**: Ultron could mentally command all of the Ultron Sentries, to do his exact biddings. The sentries act as extensions of Ultron himself.

### Former Powers

*"He's been in everything. Files, surveillance. Probably knows more about us than we know about each other."*
―Natasha Romanoff[src]
* **Computer Interaction**: Ultron could enter and corrupt any computer network and access the Internet at any point in time. Ultron used this ability to hack and destroy J.A.R.V.I.S.. He was able to mentally hack into the bank account of Ulysses Klaue and transfer billions of dollars into his account, in exchange for his vibranium supply. However, during the Battle of Sokovia, Vision was able to hack into Ultron's programming and disable the latter's ability to escape through the net, though the great effort involved in doing so briefly incapacitated Vision.

### Abilities

*"It can read vocal stress patterns, adrenaline spikes...""None of that was in the schematic we launched.""He had a self-constructed learning spiral."*
―Bruce Banner and Tony Stark[src]
* **Genius-Level Intellect**: As artificial intelligence, Ultron learned inhumanly quickly, and can download information and data directly into his mind. This made him one of the most intelligent minds in the universe with no exact limit to his knowledge.
* **Master Tactician**: Ultron created a plan to kill the entire human race in a matter of days and nearly succeeded. After searching through the web, he concluded the best thing to do is to rid the Earth of the destructive Humans. His plan included using Quicksilver to fight the Avengers and Scarlet Witch to rip them apart from the inside through her visions. He gained Vibranium to create better bodies. He also planned to create a way more powerful body in Vision, but this plan was foiled by the Avengers. His final step of his plan was using anti-gravitational Chitauri technology to lift Novi Grad off of the ground and raise it high enough to drop it and kill all Humans.

*"If Ultron's really building a body...""He'll be more powerful than any of us. Maybe all of us. An android designed by a robot."*
―Steve Rogers and Tony Stark[src]
* **Master Engineer**: Ultron controlled many robotic arms to create an army of Ultron Sentries to help him in his quest. He could control these Sentries through a Hive Mind.

*"He’s in your files, he’s in the internet. What if he decides to access something a little more exciting?""Nuclear codes."*
―James Rhodes and Maria Hill[src]
* **Master Hacker**: Ultron was able to hack any computer due to his android capabilities. He hacked Ulysses Klaue's bank account in seconds to give him billions of dollars.
* **Master Combatant**: Ultron was a capable and dangerous combatant who could utilize his brute strength to stand toe-to-toe with adversaries such as Iron Man, the world-class fighter Captain America, and the powerful Asgardian warrior Thor.
* **Pilot**: Even after he was weakened by the combined efforts of Vision, Iron Man, Thor, and Hulk, Ultron was able to pilot the Quinjet and used its weapons on his enemies.

## Equipment

### Weapons

*"You think I'm one of Stark's puppets, his hollow men? I mean, look at me, do I look like Iron Man?"*
―Ultron to Ulysses Klaue[src]
* **Iron Legion**: While the Avengers in the Avengers Tower were celebrating and trying to lift Mjølnir, Ultron emerged to greet the heroes as he described them all as killers. Ultron beckoned the Iron Legion to attack the heroes as he watched.
* **Ultron Sentries**: Iron Man discovered the Scepter and several partially-constructed robots among the experiments in Baron Strucker's secret laboratory. These robots were later modified and mass-produced to be Ultron's new army.
* **Scepter**: After HYDRA collapsed, the Scepter was then retrieved by the Avengers when Tony Stark later borrowed it to research and experiment its power to complete the Ultron Program. The Scepter was taken and dismantled by Ultron after shattering its blue gem casing, which in the process reveals the Mind Stone inside.

*"Their powers, the horrors in our heads, Ultron himself, they all came from the Mind Stone. And they're nothing compared to what it can unleash."*
―Thor[src]
* **Mind Stone**: The Mind Stone was originally portrayed as a containment vessel and a power source for the Scepter. Ultron, who used its power to enthrall Helen Cho, in order to make him a new body with a combination of her expertise using the Regeneration Cradle and Ultron's supply of vibranium. He later had the Scepter broke to claim the jewel, so he could use its power to evolve into a perfect body.

### Other Equipment

*"The most versatile substance on the planet and they used it to make a Frisbee. Typical of Humans, they scratch the surface and never think to look within."*
―Ultron to Helen Cho[src]
* **Vibranium**: With plans of creating a perfect form being thwarted, Ultron decided on a compromise in which he used parts of the remaining vibranium to create a more durable robotic body while using the rest of the vibranium to strengthen the core structure of his device. To terrify Natasha Romanoff, Ultron ripped apart his current body and showed her his new upgraded form.

*"The Regeneration Cradle prints tissue; it can’t build a living body.""It can, you can. You lacked the materials."*
―Helen Cho and Ultron[src]
* **Regeneration Cradle**: Ultron coerced Helen Cho to use her Regeneration Cradle and the vibranium to construct a new, more powerful body for Ultron. Though Helen Cho said that the Cradle could not create a functioning body, Ultron disagreed and stated she merely lacked the proper tools. Ultron used the Scepter to control Cho and began work to create a body.

### Vehicles

* **U-GIN Truck**: Ultron used this truck to try to transport the Regeneration Cradle out of South Korea but his plans were foiled by the Avengers.
* **Quinjet**: During the Battle of Sokovia, Ultron manages to take control of it and uses its weapons systems against Hulk and Black Widow and then to kill Quicksilver.

## Facilities

* **Avengers Tower**: Having been originally activated through the experiments with the Scepter, Ultron built himself his first body by using pieces of a broken Iron Legion robot, having found the pieces in the Avengers Tower. With his new body, Ultron stepped out into the Avengers Tower main hall, where he confronted the Avengers, explaining that he had killed J.A.R.V.I.S. and explaining his plan for peace via destruction. Ultron would then attack the Avengers with an army of hijacked Iron Legion robots, before being defeated, with Thor destroying Ultron's first body, only for his mind to escape from the tower via the internet.

*"We'll move out right away, this is a start, but there's something we need to start the real work.""All of these are...""Me. I have what the Avengers never will, harmony."*
―Ultron and Wanda Maximoff[src]
* **HYDRA Research Base**: Having escaped from Avengers Tower, Ultron would then taken over HYDRA's research base in Sokovia, which had been abandoned following the defeat and capture of Baron Strucker. From here, Ultron built his army of Ultron Sentries, as well as his Doomsday Trigger which he intended to use to complete his goals. Ultron also brought Pietro and Wanda Maximoff there to see his work in the base, and recruited them into his war against the Avengers, as they discussed their own motivations to defeat the Avengers. Ultron would continue building his army of Ultron Sentries here, while he captured Black Widow and held her captive inside the base, explaining his scheme and motivations to her, before showing his newly built Vibranium form to her, leaving her behind to die once he destroyed the entire city.

*"Come to confess your sins?""I don't know. How much time you got?""More than you.."*
―Ultron and Iron Man[src]
* **Novi Grad Church**: Ultron used the church in the center of Novi Grad to meet with the Maximoff twins, commenting to her that the people of Sokovia had built the church in the exact center of the city, which he admired. Ultron would also place his Doomsday Trigger in the church, which he unveiled to Iron Man during their confrontation, explaining his plan to turn the city into a meteor and destroy all life on the Earth. As the Avengers attempted to stop Ultron from activating the trigger, Ultron launched an assault upon the church, but was held back by the Avengers, until eventually, once all the Avengers had been distracted, he was able to send a final Sentry to activate the key.

*"Scream, and your entire staff dies. I could have killed you, Helen, the night we met, I didn't.""Do you expect a thank you note?""I expect you to know why."*
―Ultron and Helen Cho[src]
* **U-GIN Genetic Research Facility**: Having successfully obtained the Scepter from the Avengers and Vibranium from Ulysses Klaue, Ultron traveled to this facility in Seoul to force Helen Cho to build him a new body, threatening to execute her staff if she refused, and using the Mind Stone to put her under his control. However, while Cho was using the Regeneration Cradle to build the body, Wanda Maximoff learnt of Ultron's true plans, causing her and her brother to free Cho from Ultron's control and escape, while Cho stopped the transfer of Ultron's mind into the body. With that Ultron attacked Cho and her staff, before being forced to escape, as the Avengers arrived.

## Relationships

	+ Steve Rogers/Captain America
	+ Tony Stark/Iron Man † - Creator
	+ Bruce Banner/Hulk - Co-Creator
	+ Thor
	+ Natasha Romanoff/Black Widow † - Former Prisoner
	+ Clint Barton/Hawkeye
	+ James Rhodes/War Machine
	+ Pietro Maximoff/Quicksilver † - Former Ally and Victim
	+ Wanda Maximoff/Scarlet Witch - Former Ally
	+ Vision † - Killer
* J.A.R.V.I.S. † - Co-Creator and Attempted Victim
* Wolfgang von Strucker/Baron Strucker † - Victim
* Ulysses Klaue †
* Klaue's Mercenary
* Helen Cho - Former Thrall
* Sokovian Police Department
* S.H.I.E.L.D.
	+ Nick Fury
	+ Maria Hill
	+ Cameron Klein
* Zrinka
* Costel
* Charlie Spencer † - Victim
* Heinrich Zemo † - Victim
* Heike Zemo † - Victim
* Carl Zemo † - Victim

## Appearances

* *Agents of S.H.I.E.L.D.*
	+ *Season Two*
		- *The Dirty Half Dozen* (mentioned)
* *Avengers: Age of Ultron*
	+ *Captain Marvel Prelude*
	+ *Avengers: Infinity War Prelude* (flashbacks)
* *Ant-Man* (indirectly mentioned)
* *Agents of S.H.I.E.L.D.*
	+ *Season Two*
		- *Scars* (mentioned)
* *WHiH Newsfront*
	+ *Season One*
		- *WHIH EXCLUSIVE: Scott Lang Interview* (mentioned)
* *Agents of S.H.I.E.L.D.*
	+ *Season Three*
		- *Watchdogs* (mentioned)
* *Captain America: Civil War* (mentioned)
	+ *Spider-Man: Homecoming Prelude* (mentioned)
* *Avengers: Infinity War Prelude* (mentioned)
* *Spider-Man: Homecoming* (mentioned)
* *Agents of S.H.I.E.L.D.*
	+ *Season Four*
		- *The Ghost* (mentioned)
		- *The Laws of Inferno Dynamics* (mentioned)
* *Thor: Ragnarok* (mentioned)
* *Avengers: Infinity War* (mentioned)
	+ *Avengers: Endgame Prelude* (mentioned)
* *Avengers: Endgame* (indirectly mentioned)
* *WandaVision*
	+ *Season One*
		- *We Interrupt This Program* (mentioned)
			* *Now in Color* (mentioned, concurrent events)
		- *Breaking the Fourth Wall* (mentioned)
		- *The Series Finale* (memory)
* *The Falcon and The Winter Soldier*
	+ *Season One*
		- *The Whole World Is Watching* (mentioned)

## Trivia

* In the comics, Ultron was traditionally created by Hank Pym; however, Joss Whedon has stated that in *Avengers: Age of Ultron*, Ultron's origin would be different, relating more to the current roster of Avengers already established in the Marvel Cinematic Universe. The Marvel Cinematic Universe iteration of Ultron is thus the second one depicting him as having been created by Tony Stark rather than Hank Pym; the first time was in the Marvel Animated Features direct-to-video film *Next Avengers: Heroes of Tomorrow*.
* In the comics, Ultron created Vision, Jocasta, Victor Mancha and Alkhema. All of them betrayed Ultron, in which Vision and Jocasta even joined the Avengers with Victor Mancha joining the Runaways respectively.
* Ultron recites "I've Got No Strings," a song from *Pinocchio*, a Walt Disney film about an inanimate puppet who gains sentience; Ultron serves as a dark parallel of Pinocchio.
* The scene where Ultron first meets Scarlet Witch and Quicksilver, while sitting on a throne and wearing a hood over his head is an allusion to Ultron's first appearance in the comics, when he was disguised as Crimson Cowl.
* In the film, Ultron's quote which is, *"Upon this rock I will build My church,"* is a verse in the **Bible** called **Matthew 16:18**.
* Ultron is the second main villain to be destroyed through the power of an Infinity Stone, the first being Ronan the Accuser.
* Ultron had planned to adopt a humanoid appearance and wield the power of an Infinity Stone, in which the base synthetic body would eventually become Vision. Similarly in the comics, Ultron had planned to adopt a humanoid appearance through the possession of Adam Warlock's body; in which Warlock himself had previously possessed an Infinity Stone.
* Ultron was made of adamantium in the comics rather than vibranium, and was actually the first Marvel character to have it (this change is likely due to adamantium being part of the *X-Men* film series universe at the time the film, *Avengers: Age of Ultron*, was created).

## Behind the Scenes

* Director Joss Whedon has elaborated on Ultron's character saying, "*He's always trying to destroy the Avengers, goddamn it, he's got a bee in his bonnet. He's not a happy guy, which means he's an interesting guy. He's got pain. And the way that manifests is not going to be standard robot stuff.*"
* Whedon would further add that Ultron is "*not a creature of logic – he's a robot who's genuinely disturbed. We're finding out what makes him menacing and at the same time endearing and funny and strange and unexpected, and everything a robot never is.*"
* James Spader described Ultron as being "*self-absorbed*" and added, "*I think he sees the Avengers as being part of a problem, a more comprehensive problem in the world. He sees the world from a very strange, biblical point of view because he's brand new, he's very young... He's immature, and yet has knowledge of comprehensive, broad history and precedent, and he has created in a very short period of time a rather skewed worldview.*"
* Ultron's main form (curved antennae, internal torso lighting, and prominent shoulders) seems heavily inspired by modern depictions of the character as seen in the *"Annihilation: Conquest"* and *"Age of Ultron"* comic book crossover series as opposed to his classic depictions.
* Ultron's planned final form in the film was more humanoid in appearance and served as the host body that would eventually be used to create Vision. This isn't the first time that Ultron desired to create a powerful humanoid body, as he has been depicted as adopting a fully humanoid appearance twice within the comics; using the Wasp and Adam Warlock as his body templates respectively.
* Ultron's primary form is officially dubbed as "Ultron Prime" while his vibranium form is officially dubbed as "Ultimate Ultron."
* Ultron's scheme of raising Sokovia as a city in the sky is a homage to Hayao Miyazaki's film and Studio Ghibli's first animated feature, *Castle in the Sky*.
* Ultron was brought to life through motion capture by both James Spader and the 7' 7½" tall actor and former basketball player Neil Fingleton.
* Roy Taylor was a stunt double for James Spader in the role of Ultron.
* James Spader was initially approached by the crew of *Avengers: Damage Control* to reprise his role as Ultron, but he was unavailable due to scheduling conflicts, leading Ultron to be recast with Ross Marquand.