Ultron was an artificial intelligence who was originally designed to be part of a peacekeeping program created by both Tony Stark and Bruce Banner and was brought into existence by integrating the code of the Mind Stone encased within Loki's Scepter. Ultron's original programming directive was to protect Earth from all domestic and extraterrestrial threats, but upon accessing the Internet and looking at the history of the human race, Ultron deemed humanity itself as the greatest threat to Earth. As a result, Ultron enacted a plan to commit an extinction-level genocide against humanity in order to fulfill his programmed mission. 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 Maximoffs. Ultron then created the Doomsday Trigger, composed of both vibranium and Chitauri technology, designed to lift Novi Grad from the Earth 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. 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.[3] 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 withstanding multiple attacks Ultron withstanding multiple attacks 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 a robot, 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 a robot, 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 flying towards Ultron flying towards Vision 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 in his palms;[14] 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.[15] 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 shooting beams at the Ultron shooting beams at the Avengers 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: Ultron transfers his mind into his Ultron transfers his mind into his Sentries 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 Pietro Maximoff to fight the Avengers and Wanda Maximoff 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 robotic capabilities. He hacked Ulysses Klaue's bank account in seconds to give him billions of dollars. Master Combatant: Ultron fighting against Ultron fighting against Thor 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: Ultron's armies of are unleashed Ultron's armies of Sentries are unleashed 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: Ultron claiming 's vibranium Ultron claiming Ulysses Klaue's 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 builds in the Ultron builds Vision in the 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 take 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. Ultron has a personality heavily based on that of his creator Tony Stark, having inherited many of the latter's character traits including his god complex, wit, and sarcasm. Ultron was designed to aid the Avengers and, Stark hoped, what would become eventually become their successor. Unfortunately, Ultron decided that the Avengers and their goals were part of the problem; instead, he planned to effectuate world peace by changing the world, which the Avengers refused to do. Ultron followed a warped version of his protocol to protect the Earth, believing he could do so only if humans were evolved to become more civilized or made extinct to make way for new life if this could not be accomplished. He is obsessed with perfection via evolution and marvels in anything related to it and despises anything that might challenge it. Because of this he resented the Avengers - especially Stark - as they possessed the resources to help the Earth but kept everything status quo. However, he was aware they "meant well" by trying to protect the Earth but he ultimately saw them as a barricade to prevent humanity's evolution. He also calls them "killers" despite being one himself. Ultron genuinely believed that his actions would ultimately benefit the Earth, as he saw 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 Sokovian 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 - humanity - via an extinction-level event and his final plan was directly inspired by this. This dedication 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 vibranium synthetic body. Believing that humanity would inevitably doom itself, Ultron sought to supersede this outcome by turning himself into an indestructible godlike being that would recreate the Earth and, hopefully, bring about lasting peace. His desire to surpass his limits and create a perfect humanoid body was reflected in his fascination over the titular Disney character Pinocchio. The time span of his existence was just a few days, so despite his vast knowledge, Ultron has very little subjective life experience; as such, he is technically a demonstrative child by his juvenile attitude. He was also proud, willful, defensive, short-tempered, monomaniacal, and loathing of not getting his way. Ultron was also frequently sarcastic, destructive, temperamental, and impatient, much like a rebellious youth. The latter two qualities were also in keeping with his father Tony Stark's personality yet, when Ulysses Klaue compared him to Stark, Ultron threw a fit like a boy angry with his parents. Irrespective of his immaturity, Ultron was incredibly intelligent, learning humanity's online historical and cultural records within seconds and staying one step ahead of the Avengers most of the time. Furthermore, some could argue that given Stark's more reckless actions, Ultron was right to be weary of both him and the other Avengers. Despite being a robot, Ultron is capable of emotion, such as when he was concerned for Scarlet Witch's well-being even after she betrayed him; he may not have been aware that he killed Quicksilver, since he was aiming at Hawkeye and a child. He even sarcastically apologized for amputating Ulysses Klaue's arm, if only for a moment. While he boasted about the harmony of his Sentinels sharing his one mind, he displayed a craving for companionship, becoming upset at the prospect of being alone. He was in denial about the Maximoff twins defecting from him, and when confronted by the reality that they wouldn't ally with him again, he ensured to kidnap Black Widow in his retreat. Ultron admitted to Widow that he hoped that she would recover, just so he could have someone to talk to, as he lamented about having no one else. He could have executed her, but risked her escape by leaving her trapped but alive, simply to maintain company with another individual. On occasion, Yltron displays fear as when he belatedly (and feebly) tried to reason with the Avengers upon realizing he was losing. Moments before Vision destroyed him, Vision pointed out that Ultron was afraid of death, to which Ultron didn't even bother to deny as he admitted that he was afraid of Vision despite standing up to him. Ultron even seemed to express pity for Stark for changing Vision into a servant, rather than successor; he shared a laugh with Vision about them both being disappointments to their original creators, showing that his sense of humour had some remnants near the end. Ultron also lamented that humanity was doomed, which Vision attempted to paint as another form of nobility, which Ultron couldn't accept due to his fear of death, when it is without guarantee for renewal. All and all, Ultron is somewhat considerably more sympathetic in the film than he is in the comics. This version of ultron still wants to achieve his goal... however the isolation and lonliness makes him yearn for a compaion. However he has a twisted way of showing it. In all incarnations, Ultron's physical form is basically an eight-foot-tall humanoid robot with an outer shell made of a silver-black metal with red eyes and red lines all over his body. He has four variation of robotic bodies in his disposal. Prototype Body Also known as Mark 1, it is a crudely made and frail body crafted from scraps of damaged 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 a Sokovian civilian protesting against the Avengers. His said prototype body was glow in blue on eyes and mouth instead of red unlike his later forms however. This prototype body was destroyed by Thor. Ultron Prime After the prototype body destroyed, Ultron constructed the Ultron Prime body with various technology and armaments (see Powers and Abilities below) that not only being more durable than both previous prototype and Ultron sentinels, this body is obviously larger and more complicated in design, especially on the face which enable him to perform various, but limited facial expressions. This body has jet propulsions installed on it, which giving him ability to take flight. The most noticeable traits that this body has are curved antennae, internal torso lighting, and prominent shoulders that heavily inspired by Ultron's own modern depictions as seen in the "Annihilation: Conquest" and "Age of Ultron" comic book crossover series. Ultron has two of this body; Upgrade 1 and Upgrade 2. Upgrade 1 was destroyed by Iron Man while Upgrade 2 was destroyed by Ultron himself to scare Black Widow as he showing off his newly constructed and fully functional Ultimate Ultron body.