Written and Directed by:
Joss Whedon
Based on the Marvel comics by Stan Lee and Jack Kirby
Genre: Superhero

Opening Image: Loki’s scepter, a source of great power, sits surrounded by a force field in a Hydra lab. This object will begin the heroes’ journey through the Transformation Machine, and it will play a major role in the team’s future.

Tony Stark/Ironman
Tony Stark/Iron Man

Set-Up: In Sokovia, an Eastern European country, the Avengers have assembled to retrieve Loki’s scepter, stolen when S.H.I.E.L.D. was overtaken by Hydra. Even though the main characters are already familiar to the audience, Save the Cat! moments abound in the action, dialogue, and humor. The battle rages outside Baron Von Strucker’s research base, and Tony Stark/Iron Man (Robert Downey Jr.) sends his Iron Legion robots to protect the nearby city. The Maximoff twins, Wanda and Pietro, have both been enhanced by Hydra and throw their skills into the fight. When Stark discovers a secret lair in the base, he finds Loki’s scepter, but Wanda Maximoff is waiting for him.

Steve Rogers / Captain America
Steve Rogers/Captain America

Using the power of mind control, she causes Tony to envision his worst fears.

Theme Stated: As Stark witnesses a vision of all the Avengers dead at his feet from an alien invasion, he listens to the dying words of Steve Rogers/Captain America (Chris Evans): “You could’ve saved us. Why didn’t you do more?” How far will Stark go to protect the Avengers and the world, and what are the consequences of his choices? Furthermore, what role does the team play in all of this? Should he take matters into his own hands, or does he need to rely on the team, facing obstacles together with them?

Clint Barton/Hawkeye

Set-Up (continued): Stark takes the scepter from the lab, bringing it back to Avengers Tower. Hawkeye (Jeremy Renner) is injured, but thanks to Dr. Cho’s aid, he recovers. Dr. Cho says that it would actually be more efficient to use the Cradle, which creates tissue at a nanomolecular level, but it is in Seoul.

Catalyst: Examining the scepter, Bruce Banner (Mark Ruffalo) and Stark realize that the jewel is a protective covering for something inside, a powerful gem. This same

Bruce Banner/The Hulk
Bruce Banner/The Hulk

gem that gave the Maximoff twins their enhanced abilities seems to have the ability to “think,” and Stark realizes that Von Strucker might have been using it to create artificial intelligence. Stark tells Banner that this gem might be the key to the Ultron program.

Debate: Banner and Stark discuss whether or not they should try to create artificial intelligence. For Stark, this is a stasis=death moment. He wants to create a “suit of armor around the world” after the Chitauri attack in New York. His Iron Legion was the first step toward that, but unless something bigger is done, the world will be vulnerable, and his nightmarish vision will come true. This is his curse; he feels an obligation to save and protect the world, but he does not want the rest of the team to know what he and Banner are trying to accomplish. While their efforts are faced with failure for three days, they eventually and unknowingly succeed.

Ultron is a bad guy bent on bringing out the Avengers’ inner bad guys.
Ultron is a bad guy bent on bringing out the Avengers’ inner bad guys.

Ultron (James Spader) is born into existence, confused about his purpose to protect the world. He speaks with Stark’s computer interface, JARVIS, but after accessing news footage files of the Avengers, Ultron realizes that humans are the biggest problem with the world. He destroys JARVIS and builds a body for himself using parts from the Iron Legion.

During a celebratory party, the team of heroes bonds, each trying to lift Thor’s hammer to see if they are worthy. All is well in their thesis world, but that will soon be turned upside-down.

Break into Two: Ultron crashes the party, revealing himself and his intentions. The nemesis believes that the Avengers are killers, and while trying to destroy the Avengers, Ultron escapes via the Internet with their files.

B Story: The B Story revolves around the team dynamics. As they enter the antithesis world, their solidarity will be tested. Tension will rise as they debate the theme of how far they are willing to go to ensure the world’s safety. When they exit the Transformation Machine at the end, the team will be new, both literally and figuratively.

Fun and Games: The Iron Legion takes Loki’s scepter, and the team immediately falls into dissent, upset that Stark tried to build Ultron without telling them. Stark asks them how they intend to beat the threat that is in space, and Rogers says that they will do it together, even if it means losing together. In this funhouse-mirror version of the thesis world, they will be the ones needing the protection rather than them protecting the world.

It’s all Fun and Games until Stark has to break out the Hulkbuster.
It’s all Fun and Games until Stark has to break out the Hulkbuster.

Back in Sokovia, Ultron builds himself a new body and an army of robot drones. He recuits the Maximoff twins, learning that their hatred for Stark stems from the weapons his company created, weapons that killed their parents. The three of them visit Ulysses Klaue’s African shipyard to obtain vibranium, and the Avengers discover their plan. A battle ensues, and Wanda Maximoff uses her mind control abilities to give the team members disturbing visions while Ultron steals the vibranium. When she uses her powers on Banner, he turns into the Hulk and begins a destructive rampage in an African city. Stark must use his Hulkbuster armor to stop him, and the amount of devastation left behind causes the Avengers to go into hiding.

Midpoint: Hawkeye flies the team to a safe house, his family farm. The team learns that he has a family, and the A and B Stories cross as Hawkeye’s wife admonishes him, “Be sure that this team is really a team.” The stakes are raised; if they are to protect the world, they need to stop Ultron, although for now, it is a false defeat. The world is angry at The Avengers for the destruction they have caused and for creating Ultron.

Bad Guys Close In: Thor departs to seek out Erik Selvig, who can help him learn the meaning of his vision. Rogers confronts Stark about his actions, but Stark refuses to see the wrong in them. He still wants to function as an individual.

At the genetics research lab in Seoul, Ultron and the twins use Loki’s scepter on Dr. Cho. They force her to use the Cradle, enabling Ultron to create a body for himself made from tissue and vibranium.

Nick Fury
Nick Fury

Meanwhile, Nick Fury (Samuel L. Jackson) confronts Stark at the farm about creating Ultron. Stark’s inner bad guys close in as he struggles with his vision to protect the world and to be ready for an attack. Fury speaks with the whole team, telling them that they need to band together to stop Ultron from his idea of evolving. Stark decides to find out who has been keeping Ultron from accessing nuclear launch codes, and goes to the Nexus in Oslo.

As Ultron begins uploading his cerebral matrix to the body in the Cradle, Wanda is able to discover Ultron’s plans to wipe out humanity through an extinction-level event. She helps Dr. Cho pause the upload, temporarily halting Ultron’s plans. Captain America, Hawkeye, and Black Widow (Scarlett Johannson) attempt to steal the Cradle and are successful with help from the Maximoff twins, who have rebelled against Ultron. The team takes the Cradle back to Stark at Avengers tower.

Natasha Romanoff/Black Widow
Natasha Romanoff/Black Widow

Banner tries to shut down the Cradle to keep it from forming a body, but Stark doesn’t want to. He tells Banner that JARVIS was the one who was changing the nuclear codes, having scattered his memory to keep Ultron from destroying him. Stark’s idea is to put JARVIS into the body, creating a new artificial intelligence. Rogers tries to stop him, knowing that Tony has not learned from his previous mistake, and the team fights until Thor arrives and uses his hammer to give the Cradle enough energy to finish its process.

The body emerges, an android, and Thor reveals that Ultron put the gem from Loki’s scepter into its head. This gem is an Infinity Stone, one of six that can help someone rule the galaxy. With this android, The Vision, on their side, the Avengers have possession of one of the Infinity Stones.

All Is Lost: The Vision assures them that while he shares part of Ultron’s mind, he is not on Ultron’s side. He tells the team that Ultron will end it all in Sokovia, and it will mean the end of humanity. The whiff of death is in the air as the Avengers realize that Ultron was not only going after the team’s extinction, but the entire world’s.

Dark Night of the Soul: The Vision declares that they must act now, but it cannot be only one of them; one is too weak. It needs to be all of them, together as a team. Stark and the others realize that there is a chance that they don’t all get through it alive, another whiff of death. But he also knows that he cannot do it alone as he had previously thought. To protect the ones he cares about, he must work with them as a team. Rogers points out that Ultron thinks the Avengers are monsters; this battle isn’t just about beating him, but it is about proving him wrong.

Break into Three: Arriving at Sokovia, Iron Man confronts Ultron in an old church, but he has not come alone. He has entered his synthesis world, one in which he relies on others to help him protect those who need it.

Finale: The Vision attacks Ultron, burning him out of the Internet so he cannot escape. The Avengers try to clear the city of its inhabitants. Ultron enacts the next part of his plan by causing a massive part of the city to rise into the air, powered by the vibranium core with a magnetic field. As it gets higher into the air, Stark realizes that Ultron will use it as a makeshift meteor to cause a global extinction event. Stark has an idea to blow up the city into small pieces, but there are still civilians on it, and Captain America and the others refuse to leave.

Digging down deep to protect the world as a team.
Digging down deep to protect the world as a team.

Nick Fury shows up with a helicarrier to help evacuate the citizens. As Ultron gathers his forces, the Avengers protect the vibranium core so that he cannot activate it. When Ultron asks how they plan to stop him, Stark digs down deep with his answer: “Together.”

The Avengers fight off Ultron’s legion and damage him with help from The Vision. Ultron retreats, using a jet to strafe remaining citizens with bullets. In a heroic act, Pietro Maximoff/Quicksilver throws himself in harm’s way, sacrificing his life. Hulk catches Ultron, hurling him to the ground below, where an enraged Wanda Maximoff/Scarlett Witch takes revenge for her brother. One of Ultron’s robots manages to activate the core, causing the city to plummet to the earth below, but the Avengers manage to break it to pieces in time. In a nearby forest, The Vision encounters the last robot imbued with Ultron’s mind and destroys it, but not before extolling humanity’s virtues.

Final Image: At a new base in upstate New York, the Avengers assemble. But this is a new team, one comprised of Scarlett Witch, War Machine, The Vision, and Falcon. Together with Black Widow, Captain America takes leadership as they prepare to face future threats as a team.