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1
00:01:14,073 --> 00:01:15,700
MODOK: Dry dock open.
2
00:01:24,317 --> 00:01:25,375
(THUNDERCLAPS)
3
00:01:25,418 --> 00:01:27,909
Closing sea gates now!
4
00:01:33,593 --> 00:01:35,060
Well, Modok?
5
00:01:36,295 --> 00:01:39,287
Scanning our cargo.
6
00:01:39,499 --> 00:01:43,196
Magnificent, isn't it, my dear Hammer?
7
00:01:43,503 --> 00:01:46,961
I don't like it. It's too unpredictable.
8
00:01:47,206 --> 00:01:51,233
But you are not! You want certainty,
9
00:01:51,544 --> 00:01:53,876
and there is none in this case.
10
00:01:54,547 --> 00:02:00,179
Open the hull!
I discovered this alien artifact
11
00:02:00,586 --> 00:02:05,421
sealed inside an extinct volcano
in Latin America.
12
00:02:05,925 --> 00:02:08,655
Its origins and purpose
13
00:02:08,694 --> 00:02:13,290
lost in the dust of civilizations
long dead.
14
00:02:13,399 --> 00:02:17,267
HAMMER: I still don't think it was wise
to bring it here.
15
00:02:17,637 --> 00:02:20,800
We don't know what it will do
when it's activated.
16
00:02:20,973 --> 00:02:23,305
If it can be activated.
17
00:02:23,342 --> 00:02:26,869
The language stored in its database
is bizarre,
18
00:02:27,079 --> 00:02:29,980
its operating code unbreakable.
19
00:02:30,016 --> 00:02:35,147
I brought it here to serve us.
If you can't awaken it, I shall!
20
00:02:43,262 --> 00:02:48,529
The automaton did not respond.
You have failed!
21
00:02:48,968 --> 00:02:51,596
THE MANDARIN: I shall make it live!
22
00:02:52,638 --> 00:02:57,075
Incredible! Even the power of his rings
didn't move it!
23
00:02:57,310 --> 00:02:58,777
(EX CLAIMS IN ANNO YANCE)
24
00:02:58,811 --> 00:03:02,338
It cost me a fortune
to ship that thing here!
25
00:03:04,450 --> 00:03:09,080
And it might be worth something,
if I cut it up for scrap.
26
00:03:17,730 --> 00:03:18,992
Success!
27
00:03:28,608 --> 00:03:35,480
Rejoice! I am Ultimo, thy deliverer!
28
00:03:35,515 --> 00:03:40,282
And I am The Mandarin,
thy new lord and master.
29
00:03:40,353 --> 00:03:44,312
Obey me and serve my will!
30
00:03:48,761 --> 00:03:54,097
Lmpossible! Nothing can absorb
the hypnotic power of this ring jewel!
31
00:03:58,471 --> 00:04:00,837
Magnificent!
32
00:04:01,407 --> 00:04:07,346
(GROWLS) I will not rest
until Ultimo is mine to command!
33
00:04:07,380 --> 00:04:08,506
Rejoice! I am...
34
00:04:08,548 --> 00:04:10,778
THE MANDARIN:
Modok! The Sky Saucer!
35
00:04:10,816 --> 00:04:12,943
We must not lose him!
36
00:04:23,396 --> 00:04:25,159
(LOUD THUDDING)
37
00:04:30,002 --> 00:04:31,026
(SCREAMS IN FEAR)
38
00:04:34,273 --> 00:04:36,605
(MAN SPEAKING ITALIAN)
39
00:04:40,746 --> 00:04:42,714
Thy deliverer!
40
00:04:51,424 --> 00:04:53,221
(PEOPLE CHATTERING)
41
00:04:53,960 --> 00:04:56,554
(LUCIANO PAVAROTTI SPEAKING
ITALIAN)
42
00:04:57,697 --> 00:04:59,688
(JIM SPEAKING ITALIAN)
43
00:04:59,732 --> 00:05:01,290
(JIM WHISPERING)
44
00:05:01,334 --> 00:05:03,825
I'll be right back, gang.
Talk among yourselves.
45
00:05:10,776 --> 00:05:14,769
Satellite security flagged this news
transmission from Baja California.
46
00:05:14,814 --> 00:05:16,281
It hasn't been cleared for broadcast.
47
00:05:16,315 --> 00:05:20,251
What an exciting vacation!We got it on our video camera.
48
00:05:20,286 --> 00:05:22,516
Well, we think it wasfrom a new George Lucas movie.
49
00:05:22,555 --> 00:05:25,752
You know, one of those3- D computer models or something.
50
00:05:25,791 --> 00:05:28,692
- A publicity stunt.
- Negative! That thing is real!
51
00:05:29,061 --> 00:05:31,052
But that cloud is not.
52
00:05:31,731 --> 00:05:33,255
The Sky Saucer!
53
00:05:34,500 --> 00:05:36,365
Why won't you let me handle it?
54
00:05:36,769 --> 00:05:39,363
TONY: Because I need
Iron Man's scientific tools
55
00:05:39,405 --> 00:05:42,067
to evaluate
our strange mechanical man.
56
00:05:42,108 --> 00:05:45,373
That's all there is to it.
Now please, tend to our guests.
57
00:05:47,246 --> 00:05:50,579
JIM: I hate making small talk,
Tone. You know I'm not a party animal.
58
00:05:51,117 --> 00:05:54,086
It's so tough to be charming.
59
00:05:58,624 --> 00:06:00,182
IRON MAN: Exit port!
60
00:06:01,494 --> 00:06:04,827
Life support, adapt
for short-term underwater capability.
61
00:06:05,598 --> 00:06:08,590
Yo, ltzhak!
How about those Cowboys, huh?
62
00:06:09,435 --> 00:06:12,233
Onboard navigation. Baja California.
63
00:06:17,410 --> 00:06:23,542
Rejoice! I am Ultimo, thy deliverer!
64
00:06:25,551 --> 00:06:27,644
(PEOPLE SCREAMING)
65
00:06:27,687 --> 00:06:34,149
Rejoice! I am Ultimo, thy deliverer!
66
00:06:38,698 --> 00:06:40,427
Get us closer!
67
00:06:42,068 --> 00:06:44,764
Ultimo acts
as if he had someplace to go,
68
00:06:44,804 --> 00:06:50,401
- a mysterious rendezvous.
- Of course he does!
69
00:06:50,943 --> 00:06:56,381
It should be obvious he was put here
by an alien race for some purpose,
70
00:06:56,415 --> 00:07:01,910
and now wants only to carry it out.
But that will have to wait.
71
00:07:01,954 --> 00:07:06,982
When this occipital template
is attached to the base of Ultimo's skull,
72
00:07:07,393 --> 00:07:11,090
I will be his programmer.
73
00:07:12,131 --> 00:07:14,463
Now, get closer!
74
00:07:20,673 --> 00:07:23,870
Rejoice! I am...
75
00:07:24,877 --> 00:07:26,504
I am...
76
00:07:26,545 --> 00:07:30,003
THE MANDARIN: Ultimo is my servant!
77
00:07:30,249 --> 00:07:34,345
Bravo! Now what do we do about him?
78
00:07:34,453 --> 00:07:35,886
THE MANDARIN: Iron Man!
79
00:07:36,422 --> 00:07:39,914
Ultimo! That is my enemy!
80
00:07:39,992 --> 00:07:43,655
Rejoice! I am Ultimo!
81
00:07:43,696 --> 00:07:47,257
I'll rejoice later. First, I must get free!
82
00:07:52,938 --> 00:07:55,600
Amazingly fast for something so large.
83
00:07:56,475 --> 00:07:59,638
MODOK: Yes, Ultimo!
Crush him like a grape!
84
00:08:01,881 --> 00:08:05,612
THE MANDARIN: Stop!
Do not destroy him!
85
00:08:06,252 --> 00:08:08,880
Bring him to me!
86
00:08:14,560 --> 00:08:18,758
Stop! You may only go
where I command!
87
00:08:19,198 --> 00:08:22,361
Rejoice! I am Ultimo...
88
00:08:23,068 --> 00:08:25,263
THE MANDARIN: Much better.
89
00:08:25,971 --> 00:08:30,408
Return us to my palace
with our new guest.
90
00:08:33,379 --> 00:08:36,075
We lost all contact with Iron Man
twenty minutes ago.
91
00:08:36,382 --> 00:08:38,850
- Then let's move our butts, people!
- But Liebchen!
92
00:08:38,951 --> 00:08:41,818
Before we rush off,
we should have a destination.
93
00:08:41,854 --> 00:08:45,847
- Baja California is a large area.
- Wait! Something's coming in.
94
00:08:45,925 --> 00:08:48,553
NEWS CAS TER: This military deserter,apprehended in Baja California,
95
00:08:48,594 --> 00:08:50,528
claims he wasn't deserting,
96
00:08:50,596 --> 00:08:53,724
he was actually runningfrom a gigantic creature
97
00:08:53,766 --> 00:08:57,429
carrying what appeared to bea man-sized robot.
98
00:08:57,503 --> 00:09:02,770
And, get this, he saidthe robot called himself Ultimo!
99
00:09:03,209 --> 00:09:06,201
All right, that tears it! The big iron's
in big trouble! I'm out of here!
100
00:09:06,412 --> 00:09:09,108
CENTURY: Wait.
More information is arriving.
101
00:09:09,181 --> 00:09:11,979
JIM: It's an encoded broadcast
from an intelligence satellite.
102
00:09:12,051 --> 00:09:14,849
SPIDER WOMAN:
So that's Ultimo! But where's he going?
103
00:09:14,887 --> 00:09:16,787
There's nothing
in that part of the desert.
104
00:09:16,856 --> 00:09:20,758
JIM: Wrong! Stark Enterprises'
secret experimental test range.
105
00:09:20,793 --> 00:09:23,489
If Ultimo gets into
our vibranium ammo dump,
106
00:09:23,529 --> 00:09:25,497
he would blow a hole
through this planet!
107
00:09:25,798 --> 00:09:28,631
Okay, Hawkeye!
Now we move our butts!
108
00:09:28,801 --> 00:09:32,897
But not Century.
I want you to find Iron Man.
109
00:09:33,172 --> 00:09:37,336
Iron Man's transcendental being,
like all souls,
110
00:09:37,376 --> 00:09:40,277
is a fixed star
within the matrix of infinity.
111
00:09:40,546 --> 00:09:46,007
Once I find it, I can locate Iron Man
anywhere in time and space.
112
00:09:46,051 --> 00:09:47,416
Farewell.
113
00:09:48,420 --> 00:09:50,547
Sky access now!
114
00:10:09,475 --> 00:10:12,774
Once Stark's robots
are in my possession,
115
00:10:12,811 --> 00:10:18,477
I shall give them to Justin Hammer
to sell to the highest bidder.
116
00:10:18,617 --> 00:10:21,643
But why not keep them
for your own use?
117
00:10:21,820 --> 00:10:25,950
Because I will implant them
with a control microchip.
118
00:10:26,292 --> 00:10:29,750
They will serve me
when the time comes,
119
00:10:29,828 --> 00:10:34,458
and meanwhile, they will be
an excellent source of revenue!
120
00:10:37,136 --> 00:10:42,506
Now I shall see
who wears Iron Man's skin
121
00:10:42,541 --> 00:10:45,738
and learn the secrets of his armor.
122
00:10:45,878 --> 00:10:51,441
The Cyber Rack will pull and twist
the armor apart at the joints,
123
00:10:51,483 --> 00:10:57,422
causing whoever is inside
to pop out like a ripe chestnut!
124
00:10:58,857 --> 00:11:02,156
The strength of the armor
is greater than I thought.
125
00:11:02,494 --> 00:11:09,297
Perhaps the heat will encourage
whoever is inside to be less stubborn.
126
00:11:09,601 --> 00:11:10,898
(WEAKLY) Pain...
127
00:11:11,437 --> 00:11:12,665
Heat...
128
00:11:13,405 --> 00:11:14,531
I will resist.
129
00:11:15,474 --> 00:11:19,410
Rejoice! I am Ultimo!
130
00:11:21,447 --> 00:11:25,747
Rejoice! I am Ultimo!
131
00:11:27,519 --> 00:11:29,214
WAR MACHINE: Commence attack!
132
00:11:29,254 --> 00:11:31,722
HAWKE YE:
That's my kind of order, W.M.
133
00:11:34,593 --> 00:11:35,924
(GROWLIN G)
134
00:11:43,202 --> 00:11:44,567
Let's turn up the heat!
135
00:11:50,342 --> 00:11:52,003
Now turn, Ultimo,
136
00:11:52,311 --> 00:11:55,576
and sweep them out of the sky!
I command it!
137
00:11:56,015 --> 00:11:58,074
Yes! That's how to do it!
138
00:12:05,858 --> 00:12:08,418
Maybe this will get your attention!
139
00:12:09,962 --> 00:12:11,088
(SCREAMS)
140
00:12:18,737 --> 00:12:24,232
Rejoice! I am Ultimo, thy deliverer!
141
00:12:24,576 --> 00:12:27,374
- Why did Ultimo stop trashing us?
- WAR MACHINE: You got me.
142
00:12:27,546 --> 00:12:30,982
But I want you to follow him and
keep me informed of his whereabouts.
143
00:12:31,016 --> 00:12:32,381
HAWKE YE: While you guys do what?
144
00:12:32,418 --> 00:12:34,818
Go back to the Armory and rearm!
145
00:12:34,920 --> 00:12:39,414
Next time we tackle Ultimo,
we need to win!
146
00:12:42,728 --> 00:12:43,922
(GRUNTS IN PAIN)
147
00:12:43,962 --> 00:12:47,193
The occipital control template!
It's gone!
148
00:12:47,232 --> 00:12:52,295
Without it, Ultimo is free
to fulfill his unknown mission!
149
00:12:53,038 --> 00:12:56,166
THE MANDARIN:
We must find Ultimo at once!
150
00:12:56,408 --> 00:12:59,673
Whatever the source of alien power
which draws him,
151
00:12:59,711 --> 00:13:02,179
I must possess it!
152
00:13:02,614 --> 00:13:05,947
(SNIFFING) It smells
like a barbecue in here.
153
00:13:06,385 --> 00:13:08,876
- What about Iron Man?
- He can wait.
154
00:13:12,825 --> 00:13:17,387
Whoever or whatever is inside
has expired by now.
155
00:13:22,901 --> 00:13:24,334
(WEAKLY) Pain...
156
00:13:24,837 --> 00:13:27,431
Must fight.
157
00:13:28,006 --> 00:13:29,837
(CREAKING)
158
00:13:34,746 --> 00:13:37,977
Century. How did you find me?
159
00:13:38,517 --> 00:13:41,179
Through the infinity matrix.
160
00:13:41,520 --> 00:13:46,514
It weakens me,
but I knew you were in great pain.
161
00:13:46,892 --> 00:13:50,089
This will heal you.
162
00:13:55,567 --> 00:13:57,000
Thanks, old friend.
163
00:13:57,102 --> 00:13:59,502
The effort left him
in suspended animation.
164
00:13:59,538 --> 00:14:03,065
Let's hope it won't last too long.
Thrusters up!
165
00:14:10,115 --> 00:14:11,673
JIM: Ultimo is something else.
166
00:14:11,717 --> 00:14:14,083
I thought we could handle him
without Iron Man.
167
00:14:14,186 --> 00:14:17,383
Don't be too hard on yourself,
Jimmy, darling.
168
00:14:17,523 --> 00:14:20,754
- You tried your best.
- Trying isn't good enough!
169
00:14:20,893 --> 00:14:23,327
IRON MAN:
Then we try, try, and try again.
170
00:14:23,362 --> 00:14:25,227
JIM: Tone! You're safe!
171
00:14:25,797 --> 00:14:28,493
I was so... We were worried.
172
00:14:28,634 --> 00:14:31,967
- Are you all right?
- IRON MAN: Yes, thanks to Century.
173
00:14:33,172 --> 00:14:36,630
We must not stand about
in conversation while Ultimo is loose.
174
00:14:36,675 --> 00:14:39,838
- We must locate him at once.
- I read you from here, Century.
175
00:14:40,012 --> 00:14:42,981
Our humongous friend seems to be
heading for the Sacred Sands,
176
00:14:43,015 --> 00:14:45,677
so we better find his off-button
and lean on it!
177
00:14:45,984 --> 00:14:49,385
That's it!
Ultimo is a highly evolved automaton!
178
00:14:49,621 --> 00:14:52,317
Someone turned him on,
and we can turn him off!
179
00:14:52,658 --> 00:14:56,059
The rest of you, join Hawkeye and
slow Ultimo down before he completes
180
00:14:56,461 --> 00:14:58,190
whatever he's been programmed to do.
181
00:14:58,230 --> 00:15:01,222
- I won't let you down again.
- You've never let me down.
182
00:15:01,767 --> 00:15:04,395
- Please, Wanda.
- Can't I stay, too?
183
00:15:04,436 --> 00:15:07,462
IRON MAN: Not now, Julia.
I think this is the one time
184
00:15:07,506 --> 00:15:11,875
when the Scarlet Witch's singular gifts
could be more useful than yours.
185
00:15:12,911 --> 00:15:14,674
(ROARING)
186
00:15:29,928 --> 00:15:32,624
Now I know why they call this place
the Sacred Sands.
187
00:15:32,898 --> 00:15:35,765
- What do you think he's up to?
- This is a New Age kind of place.
188
00:15:36,034 --> 00:15:38,764
Maybe the guy is into performance art.
189
00:15:40,539 --> 00:15:42,439
SPIDER WOMAN:
He's creating an earthquake!
190
00:15:42,708 --> 00:15:46,075
Ultimo is tapping into the very core
of this planet.
191
00:15:46,111 --> 00:15:50,138
The energy it unleashes
will disrupt the forces of nature.
192
00:15:51,083 --> 00:15:54,883
If we do not stop him,
the Earth will disintegrate.
193
00:15:55,120 --> 00:15:59,113
Do something!
Anything! But slow him down!
194
00:15:59,524 --> 00:16:03,756
Yes. We need to give Iron Man
time to find a solution.
195
00:16:10,636 --> 00:16:12,797
His power is limitless!
196
00:16:24,182 --> 00:16:27,345
No! Let me go!
197
00:16:28,120 --> 00:16:31,487
Hold! If we attack now,
he'll crush Spider Woman!
198
00:16:31,657 --> 00:16:33,522
THE MANDARIN: War Machine!
199
00:16:33,558 --> 00:16:37,688
I should have guessed
Iron Man's lackeys would be here!
200
00:16:38,163 --> 00:16:41,758
- Shouldn't we attack them?
- It's not necessary.
201
00:16:42,100 --> 00:16:47,037
They're no match for Ultimo.
But more important,
202
00:16:47,072 --> 00:16:51,702
it's now clear
that Ultimo's ancient program
203
00:16:51,743 --> 00:16:57,272
is causing him to drain elemental
energy from the core of the planet.
204
00:16:58,016 --> 00:17:02,180
I can't crack Ultimo's alien data code
by the normal methods, Wanda.
205
00:17:02,220 --> 00:17:04,154
What do your hex powers tell you?
206
00:17:04,222 --> 00:17:08,056
SCARLET WITCH: We must look
beyond what is, to what might be,
207
00:17:08,327 --> 00:17:11,660
into the mystical, the irrational.
208
00:17:12,631 --> 00:17:14,565
(CHANTING)
209
00:17:20,505 --> 00:17:23,440
Unlock your secrets.
210
00:17:24,343 --> 00:17:28,973
Unlock your mystery! The secret!
211
00:17:29,748 --> 00:17:33,343
Reveal the nexus of control!
212
00:17:34,086 --> 00:17:35,110
TONY: There!
213
00:17:35,153 --> 00:17:37,621
SCARLET WITCH:
You are approaching the control prime.
214
00:17:38,290 --> 00:17:40,087
TONY:
Ultimo's master switch is through
215
00:17:40,125 --> 00:17:42,355
a doorway into another dimension.
216
00:17:43,161 --> 00:17:47,825
Then you must turn him off
before he destroys our world!
217
00:17:47,999 --> 00:17:50,797
Yes, but it'll be a real long shot.
218
00:17:50,969 --> 00:17:53,267
And I know just the person to pull it off.
219
00:17:54,139 --> 00:17:56,903
Fighting a stainless-steel King Kong
was bad enough,
220
00:17:57,275 --> 00:17:59,641
now we got Genghis Khan Junior
in the game!
221
00:18:00,078 --> 00:18:02,569
- WAR MACHINE: Hang in there, Julia!
- I am.
222
00:18:03,081 --> 00:18:08,348
But every time Mandarin gets closer,
Ultimo squeezes tighter.
223
00:18:08,587 --> 00:18:11,556
And I don't have
that much left to squeeze.
224
00:18:11,623 --> 00:18:12,817
IRON MAN: Courage, Julia.
225
00:18:13,158 --> 00:18:15,490
Have you found
Ultimo's control center?
226
00:18:15,761 --> 00:18:17,991
Yes! But it will take our best marksman
227
00:18:18,029 --> 00:18:20,862
to deliver this intra-dimensional dart
on target.
228
00:18:20,899 --> 00:18:23,891
You'll only have time for one shot.
Make it count.
229
00:18:24,236 --> 00:18:26,568
Just show me the bull's-eye.
230
00:18:26,805 --> 00:18:27,863
(GROANS)
231
00:18:27,906 --> 00:18:32,104
Hurry, Iron Man. I can't breathe.
232
00:18:32,244 --> 00:18:33,836
Jim, it'll take both of us
233
00:18:33,879 --> 00:18:36,473
to open Ultimo's cosmic window
for Hawkeye's shot.
234
00:18:36,615 --> 00:18:38,708
Well, I haven't been
very effective up to now.
235
00:18:38,750 --> 00:18:41,241
Maybe you'd have better luck
with another partner.
236
00:18:41,319 --> 00:18:43,219
IRON MAN:
I wouldn't trust anyone else for this.
237
00:18:43,255 --> 00:18:44,984
WAR MACHINE: Then let's go for it!
238
00:18:49,795 --> 00:18:53,060
Iron Man? Lmpossible!
239
00:18:53,298 --> 00:18:55,596
I roasted him alive!
240
00:18:55,634 --> 00:18:59,661
Indeed. Seems
he needed more cooking time.
241
00:19:01,840 --> 00:19:04,104
IRON MAN: Ready?
When the cosmic window appears!
242
00:19:04,142 --> 00:19:05,769
Now, Hawkeye! Hurry!
243
00:19:05,944 --> 00:19:07,878
(MODOK EX CLAIMS IN SURPRISE)
244
00:19:07,913 --> 00:19:11,474
Must deflect Hawkeye's arrow.
245
00:19:13,852 --> 00:19:15,410
HAWKE YE: Bull's-eye!
246
00:19:15,720 --> 00:19:17,278
(ULTIMO GRO ANS)
247
00:19:18,757 --> 00:19:22,955
- MODOK: We're doomed!
- The Mandarin is never doomed!
248
00:19:24,062 --> 00:19:29,500
MODOK: Yes! Convert the saucer into
an earth borer and reclaim Ultimo later!
249
00:19:29,901 --> 00:19:33,359
One day, his power will be mine!
250
00:19:33,538 --> 00:19:34,903
Mine!
251
00:19:38,176 --> 00:19:40,235
IRON MAN: How the mighty have fallen.
252
00:19:40,278 --> 00:19:42,872
Julia, I want you
to head the removal party.
253
00:19:42,948 --> 00:19:44,415
Stark helicopters are on the way
254
00:19:44,449 --> 00:19:47,418
to transport Ultimo
to our secure holding lab.
255
00:19:47,452 --> 00:19:51,047
As for the rest of you, well done.
Now let's go home.
256
00:19:55,026 --> 00:19:56,687
No! Not another party!
257
00:19:56,962 --> 00:20:00,261
- You know I hate these things!
- Comes with the job, Jimbo.
258
00:20:00,832 --> 00:20:04,268
Please, whatever you do, don't cut out
and leave me alone this time.
259
00:20:04,603 --> 00:20:07,834
- I won't. This is your party.
- JIM: For what?
260
00:20:08,139 --> 00:20:12,007
My way of showing you how much
Stark Enterprises values your services,
261
00:20:12,811 --> 00:20:15,871
and how much I value
your friendship. Enjoy.
262
00:20:23,121 --> 00:20:24,179
Status?
263
00:20:24,222 --> 00:20:25,587
SPIDER WOMAN:
Ultimo is safely on ice
264
00:20:25,624 --> 00:20:28,115
and should present
no further problems.
265
00:20:28,159 --> 00:20:31,060
Then change into something
more comfortable and join the party.
266
00:20:31,096 --> 00:20:32,461
On my way, boss.
21296
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