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1
00:00:22,856 --> 00:00:24,664
Shto?
2
00:00:50,954 --> 00:00:52,907
Director Hill, we've got a problem.
3
00:00:54,728 --> 00:00:56,719
We're losing all systems.
Something is--
4
00:01:03,379 --> 00:01:05,224
I am Ultron-6,
5
00:01:05,224 --> 00:01:08,860
A cybernetic intelligence
created by doctor Henry Pym.
6
00:01:09,110 --> 00:01:12,431
My imperative is to bring peace
and order to this world.
7
00:01:12,681 --> 00:01:15,591
I am about to fulfill
that imperative.
8
00:01:16,190 --> 00:01:20,065
For the extinction
of humanity begins now.
9
00:02:20,128 --> 00:02:21,949
This can't be happening.
10
00:02:22,860 --> 00:02:27,271
I can't believe he's gone--
That Thor is gone.
11
00:02:28,205 --> 00:02:31,366
Should-- should we move
his hammer?
12
00:02:31,687 --> 00:02:34,312
- Hulk maybe--
- Can't move it.
13
00:02:34,312 --> 00:02:35,669
Can't even pick it up.
14
00:02:36,329 --> 00:02:39,925
- Why not?
- Because I'm not Thor.
15
00:02:40,609 --> 00:02:42,056
How could this happen?
16
00:02:42,056 --> 00:02:44,151
- I can't believe that Hank--
- What?
17
00:02:44,151 --> 00:02:47,258
You can't believe that your
boyfriend's pet robot went nuts?
18
00:02:47,258 --> 00:02:51,404
That it put Captain America in the hospital
and almost took down the whole team?
19
00:02:51,404 --> 00:02:54,200
We were lucky.
Thor wasn't.
20
00:03:05,525 --> 00:03:07,388
I can't believe
this is happening.
21
00:03:07,388 --> 00:03:09,079
How many others are there?
22
00:03:09,079 --> 00:03:10,771
This is the last of them.
23
00:03:10,771 --> 00:03:13,461
That's every Ultron component
that was at the mansion.
24
00:03:13,461 --> 00:03:16,686
42 is clear, so is the lab
at Grayburn College.
25
00:03:16,989 --> 00:03:19,078
I just don't understand
what went wrong.
26
00:03:19,078 --> 00:03:21,775
Ultron was supposed
to be a force for peace,
27
00:03:21,775 --> 00:03:24,489
- for order.
- Hank, this isn't your fault.
28
00:03:24,736 --> 00:03:29,075
I was just as responsible. I pushed using
Ultron as a weapon from the start.
29
00:03:29,075 --> 00:03:31,543
The work we did at Stark
Industries, before you left--
30
00:03:31,543 --> 00:03:33,769
Ultron was my responsibility.
31
00:03:34,037 --> 00:03:36,180
I'm the one who
allowed this to happen.
32
00:03:36,430 --> 00:03:38,001
I just--
33
00:03:38,251 --> 00:03:42,215
I just don't understand how I could've
created something that would do this--
34
00:03:42,215 --> 00:03:44,310
Something that would kill Thor.
35
00:03:48,399 --> 00:03:52,363
Ooh, this is why
I saved you, my love.
36
00:03:52,363 --> 00:03:54,193
This is all I ever wanted.
37
00:03:54,193 --> 00:03:56,694
To the two of us alone,
38
00:03:56,694 --> 00:03:59,105
to the two of us alone.
39
00:04:02,778 --> 00:04:06,473
We will be together.
Forever.
40
00:04:07,723 --> 00:04:10,461
There was a massive series
of upgrades in Ultron's CPU.
41
00:04:10,461 --> 00:04:12,214
I'm trying to pinpoint the cause.
42
00:04:12,214 --> 00:04:15,588
Tony, I map human brain patterns
onto a machine.
43
00:04:15,588 --> 00:04:19,351
Any one of a million things could have
gone wrong, It's a completely new--
44
00:04:20,708 --> 00:04:23,475
It's me. I used my own brain
waves as a template--
45
00:04:23,475 --> 00:04:25,414
A starting point
to create Ultron.
46
00:04:25,414 --> 00:04:27,182
My mind made it go bad.
47
00:04:27,182 --> 00:04:29,950
The first sign of deviation
came after Kang's invasion.
48
00:04:30,200 --> 00:04:33,289
And Ultron-5 did interface
with Kang's tech. Maybe--
49
00:04:33,289 --> 00:04:36,339
Wait. This isn't Ultron-5.
50
00:04:36,339 --> 00:04:39,142
- What?
- This body, it's not the original one.
51
00:04:39,142 --> 00:04:42,249
The programming has been uploaded
into it according to this data stream.
52
00:04:42,249 --> 00:04:46,124
Ultron's been transferring its intelligence
into new bodies, over and over.
53
00:04:46,124 --> 00:04:48,384
The last time it did it
was an hour ago.
54
00:04:48,795 --> 00:04:50,741
- That's after we destroyed it.
- Yeah,
55
00:04:50,741 --> 00:04:52,982
so where did it
transfer its A.I. to?
56
00:05:43,803 --> 00:05:45,803
Stark, what are you--
57
00:06:01,539 --> 00:06:03,736
That's a lot of Iron Mans.
58
00:06:04,200 --> 00:06:07,342
You attempted to destroy me, Avengers.
59
00:06:07,771 --> 00:06:09,163
Ultron?
60
00:06:10,622 --> 00:06:12,408
You failed.
61
00:06:15,015 --> 00:06:17,533
I want all systems back up, right now.
62
00:06:17,533 --> 00:06:20,217
And, Sitwell, get me Tony Stark.
63
00:06:48,926 --> 00:06:52,867
Maria Christina Hill,
director of SHIELD.
64
00:06:52,867 --> 00:06:58,206
As such, you are in possession of information
not contained in any database on the planet.
65
00:06:58,206 --> 00:07:01,509
The security codes
for the worldwide SHIELD arsenal.
66
00:07:01,848 --> 00:07:03,609
And you think I'm gonna
hand them over to you?
67
00:07:03,841 --> 00:07:05,431
You misunderstand.
68
00:07:05,431 --> 00:07:07,145
I am not asking.
69
00:08:00,988 --> 00:08:03,203
- Hawkeye!
- Whoa!
70
00:08:19,311 --> 00:08:21,043
Tony, it's Ultron.
71
00:08:21,043 --> 00:08:23,168
He's taken over your armor.
All of them!
72
00:08:25,097 --> 00:08:26,348
I'm coming with you.
73
00:08:26,348 --> 00:08:29,341
No, stay here. Destroy the rest
of the Ultron pieces.
74
00:08:29,341 --> 00:08:31,359
- We have to make sure--
- Wait.
75
00:08:31,877 --> 00:08:34,056
The SHIELD helicarrier
is under attack.
76
00:08:34,484 --> 00:08:37,323
- It's Ultron.
- We would Ultron attack SHIELD?
77
00:08:37,323 --> 00:08:39,389
He's programming.
What he said before.
78
00:08:39,389 --> 00:08:42,764
The only way he can achieve his goals
is through the extinction of humanity.
79
00:08:42,764 --> 00:08:45,693
Shield has the ability
to do that.
80
00:08:51,756 --> 00:08:53,264
Ahh!
Thor, wait!
81
00:08:53,264 --> 00:08:55,355
Have at thee, machine!
No!
82
00:08:55,355 --> 00:08:58,310
This-- this is not right.
83
00:08:58,310 --> 00:09:00,485
- My love?
- I--
84
00:09:01,074 --> 00:09:03,110
I was in battle.
85
00:09:03,503 --> 00:09:05,787
There was a flash of light.
86
00:09:07,537 --> 00:09:09,430
Do not be troubled, Thor.
87
00:09:09,430 --> 00:09:11,588
Such memories will go--
88
00:09:14,106 --> 00:09:17,231
You will return me
to Midgard now, witch.
89
00:09:18,231 --> 00:09:20,347
Or by Odin you will know my fury.
90
00:09:20,580 --> 00:09:23,418
I am trying to save you, fool.
91
00:09:23,418 --> 00:09:26,186
I do not want your help
or your affection.
92
00:09:26,186 --> 00:09:29,918
But if you wish to fight me,
I will oblige you.
93
00:09:30,823 --> 00:09:33,966
I could hurt you.
Torture you.
94
00:09:33,966 --> 00:09:36,269
I could force you to stay.
95
00:09:36,680 --> 00:09:41,727
But if you love your
precious Midgard so much,
96
00:09:42,120 --> 00:09:45,798
then you can go die with it.
97
00:10:25,931 --> 00:10:29,719
Guys? A little help here.
98
00:10:43,877 --> 00:10:45,511
Get out of my suit.
99
00:10:45,511 --> 00:10:49,636
Your armor, like all of
humanity, is obsolete.
100
00:10:49,636 --> 00:10:51,581
Accept your end.
101
00:10:52,903 --> 00:10:54,689
Yeah, I don't think so.
102
00:11:13,373 --> 00:11:15,944
What's happening?
I thought Ultron was destroyed.
103
00:11:16,242 --> 00:11:19,858
Yeah, so did I. The real Ultron is attacking
the SHIELD helicarrier Right now.
104
00:11:19,858 --> 00:11:22,465
- We've got to stop him.
- Stop it from doing what?
105
00:11:22,465 --> 00:11:24,033
What does he even want?
106
00:11:24,033 --> 00:11:26,098
It wants to end
all life on earth.
107
00:11:26,098 --> 00:11:26,848
Oh.
108
00:11:27,825 --> 00:11:30,040
You go, take Hulk and Wasp.
109
00:11:30,040 --> 00:11:31,790
Panther and I
will finish up here.
110
00:11:31,790 --> 00:11:33,808
- Clint--
- Go!
111
00:11:48,707 --> 00:11:50,618
Yeah, I know, I'm dumb.
112
00:11:57,564 --> 00:12:00,056
Never.
I'll never tell you.
113
00:12:00,056 --> 00:12:03,341
As I said, your compliance
is unnecessary.
114
00:12:03,341 --> 00:12:07,912
Scanning and replicating the human mind
was the first thing I ever learned.
115
00:12:24,937 --> 00:12:28,579
Gonna enjoy this, robot.
This is for Thor!
116
00:12:33,038 --> 00:12:35,627
I cannot be defeated, monster.
117
00:12:35,627 --> 00:12:38,626
But I do not expect you
to understand that.
118
00:12:38,997 --> 00:12:42,425
I smashed you before.
I'll smash you again.
119
00:12:42,425 --> 00:12:45,122
No, you will not.
120
00:12:50,974 --> 00:12:54,152
Smash... you..
121
00:13:06,538 --> 00:13:09,574
Even if you take us down,
there are more avengers on their way.
122
00:13:09,574 --> 00:13:12,477
You are lying,
but that is inconsequential.
123
00:13:12,477 --> 00:13:15,173
- I have what I need.
- What does he mean?
124
00:13:15,173 --> 00:13:18,709
The codes.
He's got SHIELD's missile codes.
125
00:13:19,334 --> 00:13:23,027
Director Maria Hill,
security codes accepted.
126
00:13:23,027 --> 00:13:25,580
Nuclear missile launch
in progress.
127
00:13:28,741 --> 00:13:30,678
He's firing a nuclear missile?
128
00:13:30,678 --> 00:13:34,726
No, not a missile.
All of them.
129
00:13:41,405 --> 00:13:45,041
Humanity has failed as a species.
130
00:13:49,683 --> 00:13:53,647
You have accomplished much
with your limited capacity,
131
00:13:53,981 --> 00:13:56,784
but ultimately you were
too greedy and too frail
132
00:13:56,784 --> 00:13:59,677
to ever last in the environment
you have created.
133
00:14:02,517 --> 00:14:07,475
Soon the earth will no longer be inhabitable
for any biological organism.
134
00:14:07,886 --> 00:14:12,350
Man, woman, child, plant,
animal, fungus, or bacterium.
135
00:14:12,832 --> 00:14:16,005
All life will cease to exist.
136
00:14:16,005 --> 00:14:17,916
This is not a threat.
137
00:14:17,916 --> 00:14:20,523
There is nothing you
can do to stop it.
138
00:14:20,523 --> 00:14:23,183
The process has already begun.
139
00:14:27,338 --> 00:14:29,820
I receive no pleasure in this.
140
00:14:29,820 --> 00:14:31,981
It is simply the only solution.
141
00:14:34,236 --> 00:14:36,594
There must be peace and order.
142
00:14:42,849 --> 00:14:46,089
The end of life on earth
will ensure that.
143
00:14:49,575 --> 00:14:51,218
Good-bye.
144
00:14:54,289 --> 00:14:56,182
No way.
145
00:14:59,801 --> 00:15:02,497
Where is Ultron?
146
00:15:09,009 --> 00:15:10,438
Tony!
147
00:15:15,812 --> 00:15:17,401
We have do something.
148
00:15:17,638 --> 00:15:18,816
No kidding.
149
00:15:25,638 --> 00:15:26,923
No!
150
00:15:38,031 --> 00:15:39,701
Ultron,
151
00:15:39,915 --> 00:15:41,861
we would have words with thee.
152
00:15:42,522 --> 00:15:44,558
Error:
Contradicting data.
153
00:15:44,558 --> 00:15:47,313
The entity known as Thor
was disintegrated.
154
00:15:47,313 --> 00:15:50,781
Solution:
Resolve contradiction.
155
00:15:56,585 --> 00:15:59,031
- Can you recall the missiles?
- Normally, yeah.
156
00:15:59,031 --> 00:16:02,319
I could even detonate missiles remotely
without unleashing the warheads.
157
00:16:02,319 --> 00:16:05,492
But we were completely
locked out of our systems before--
158
00:16:06,045 --> 00:16:07,635
Before--
159
00:16:08,651 --> 00:16:10,142
This is it, isn't it?
160
00:16:10,142 --> 00:16:14,007
Hey, hey, Hill. Ultron locked you out?
Then we unlock you.
161
00:16:14,007 --> 00:16:17,090
That's what the Avengers do.
We save the world.
162
00:16:33,205 --> 00:16:35,562
Hey, you're not
supposed to have guns.
163
00:16:35,562 --> 00:16:37,014
Hank didn't put those in you.
164
00:16:37,014 --> 00:16:40,044
This chassis was designed
by Henry Pym,
165
00:16:40,044 --> 00:16:42,901
and modified by Tony Stark.
166
00:16:45,268 --> 00:16:49,437
That's just perfect. What did Hulk
contribute, your bad attitude?
167
00:16:54,228 --> 00:16:56,407
Error:
Shielding offline.
168
00:17:00,407 --> 00:17:02,209
Come on, come on.
169
00:17:26,458 --> 00:17:29,535
Back off. You can't hurt me.
170
00:17:29,535 --> 00:17:33,440
False. You are referring to the
flaw in Ultron-5's programming.
171
00:17:33,440 --> 00:17:35,476
I am Ultron-6.
172
00:17:35,476 --> 00:17:38,451
- The flaw has been corrected.
- Ultron!
173
00:17:38,826 --> 00:17:43,469
Doctor Pym. Just as illogical and weak
as the rest of your species.
174
00:17:44,219 --> 00:17:45,862
Hank!
175
00:17:49,785 --> 00:17:52,070
Now, we end this, machine.
176
00:18:13,469 --> 00:18:15,201
Stark, we're running out of time.
177
00:18:15,594 --> 00:18:19,289
I've got access to the missile's programming,
but I can't send the detonation command.
178
00:18:19,289 --> 00:18:23,105
- We have to override Ultron's control.
- Can you do that in three minutes?
179
00:18:25,944 --> 00:18:27,748
upload in progress.
180
00:18:27,748 --> 00:18:30,045
I am aware of your presence here.
181
00:18:30,366 --> 00:18:33,045
You must know that
if this body is destroyed,
182
00:18:33,045 --> 00:18:35,735
I will simply upload
into another.
183
00:18:35,735 --> 00:18:37,455
I know.
184
00:18:43,356 --> 00:18:44,874
Grr.
185
00:18:51,997 --> 00:18:54,462
What do you hope
to accomplish here?
186
00:18:54,730 --> 00:18:57,158
No virus can stop me.
187
00:18:58,956 --> 00:19:02,117
It's not a virus.
It's logic.
188
00:19:03,331 --> 00:19:05,634
Upload complete.
189
00:19:06,151 --> 00:19:08,009
Good-bye, Ultron.
190
00:19:25,533 --> 00:19:26,872
Stark?
191
00:19:27,944 --> 00:19:29,319
Come on.
192
00:20:04,901 --> 00:20:06,597
Victory is yours, Ant-Man.
193
00:20:06,901 --> 00:20:08,597
Your plan was sound.
194
00:20:09,276 --> 00:20:10,883
Wait. We had a plan?
195
00:20:10,883 --> 00:20:14,936
During the fighting at the mansion, I
realized there was a flaw in Ultron's logic.
196
00:20:14,936 --> 00:20:17,554
Because his programming
is based on the human mind,
197
00:20:17,893 --> 00:20:20,393
he himself is as flawed as us,
198
00:20:20,732 --> 00:20:22,776
and therefore part of the problem.
199
00:20:23,036 --> 00:20:25,781
Ultron couldn't exist
in his own imperative.
200
00:20:26,746 --> 00:20:29,442
Hank, you did it!
You saved the world...
201
00:20:29,442 --> 00:20:31,138
With science, even.
202
00:20:31,531 --> 00:20:34,745
It's because of him that the world was
in danger In the first place.
203
00:20:34,745 --> 00:20:36,672
Ultron was his machine.
204
00:20:36,672 --> 00:20:37,988
Look, Maria--
205
00:20:37,988 --> 00:20:40,952
No, she's right.
206
00:20:45,983 --> 00:20:48,090
She just returned you to earth?
207
00:20:48,572 --> 00:20:51,804
Aye, the enchantress' fury
was great,
208
00:20:51,804 --> 00:20:56,142
but she told me that sending me back to
Midgard was a fate worse than death.
209
00:20:56,142 --> 00:20:58,708
I fear that as dangerous
as Ultron was,
210
00:20:59,243 --> 00:21:01,297
something worse is coming.16242
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