Starring: Robert Downey Jr., Chris Hemsworth, Mark Ruffalo, Chris Evans, Scarlett Johansson, Jeremy Renner, Don Cheadle, Aaron Taylor-Johnson, Elizabeth Olsen, Paul Bettany, Cobie Smulders, Anthony Mackie, Hayley Atwell, Idris Elba, Stellan Skarsgård, James Spader, Samuel L. Jackson



MCU superhero action adventure sequel written and directed by Joss Whedon. The story picks up as the Avengers team needs a way to keep the world safe, Tony Stark (Robert Downey Jr.) creates a peacekeeping program, Ultron (James Spader), a self-aware artificial intelligence. However this plan backfires when Ultron decides that humans are the main enemy and sets out to wipe out humanity. The team reassembles and along the way team up with the powerful twins, Pietro (Aaron Taylor-Johnson) and Wanda Maximoff (Scarlett Johansson) and meet an old friend; Vision (Paul Bettany).


Our Favorite Quotes:

'Sometimes exactly what I want to hear isn't exactly what I want to hear.' - Bruce Banner (Avengers: Age of Ultron) Click To Tweet 'Sooner or later, every man shows himself.' - Wanda Maximoff (Avengers: Age of Ultron) Click To Tweet 'You never know. You hope for the best and make do with what you get.' - Nick Fury (Avengers: Age of Ultron) Click To Tweet


Best Quotes


[first lines; announcement over speaker]
Announcer: Report to your stations immediately. This is not a drill. We are under attack. We are under attack.
[the Avengers are in the process of infiltrating a HYDRA base in Sovokia]
Tony Stark: Shit!
Steve Rogers: Language! Jarvis, what’s the view from upstairs?
Jarvis: The central building is protected by some kind of energy shield. Strucker’s technology is well beyond any other Hydra base we’ve taken.
Thor: Loki’s scepter must be here. Strucker couldn’t mount this defense without it. At long last.
[Natasha knocks out some soldiers]
Natasha Romanoff: At long last is lasting a little long, boys.
[as some soldiers shoot at him]
Clint Barton: Yeah. I think we lost the element of surprise.
Tony Stark: Wait a second. No one else is going to deal with the fact that Cap just said “language?”
Steve Rogers: I know.
[Steve throws his bike at some soldiers driving up in their truck]
Steve Rogers: It just slipped out.


[at the HYDRA Research Base, Sovokia, Easter Europe]
Strucker: Who gave the order to attack?
Fortress Soldier: Herr Strucker, it’s the Avengers. They landed in the far woods, the perimeter guard panicked.
[to List]
Strucker: They have to be after the scepter.
[to the soldier]
Strucker: Can we hold them?
Fortress Soldier: They are the Avengers!
Strucker: Deploy the rest of the tanks.
Fortress Soldier: Yes, sir.
Strucker: Concentrate fire on the weak ones. A hit can make them close ranks.


Strucker: Everything we’ve accomplished. But we’re on the verge of our greatest breakthrough.
Dr. List: Then let’s show them what we’ve accomplished. Send out the twins.
Strucker: It’s too soon.
Dr. List: It’s what they signed up for.
Strucker: My men can hold them.


[Stark flies to the HYDRA base to break in]
Jarvis: Sir, the city is taking fire.
Tony Stark: Well, we know Strucker’s not going to worry about civilian casualties. Send in the Iron Legion.
[the Iron Legion flies in; to the civilians]
Iron Legion: This quadrant is unsafe. Please back away. We are here to help. This quadrant is unsafe. Please back away. Please back away. We wish to avoid collateral damage and will inform you when this current conflict is resolved. We are here to help.
[a man throws a stone at the Iron Legion]
Iron Legion: We are here to help.


[back at the HYDRA base; to his soldiers]
Strucker: We will not yield. The Americans sent their circus freaks to test us. We will send them back in bags. No Surrender!
Soldiers: No Surrender!
[quietly to List]
Strucker: I am going to surrender. You will delete everything. If we give the Avengers the weapons, they may not look too far into what we’ve been…
Dr. List: The twins.
Strucker: They are not ready to take on…
Dr. List: No, no. I mean…
[he points to where the twins Pietro and Wanda Maximoff were standing but are now gone]
Dr. List: The twins!


[Pietro speeds through the forest and knocks down Barton]
Pietro Maximoff: You didn’t see that coming?
[Pietro zooms off before Clint can shoot him with an arrow, then Barton gets shot at]
Natasha Romanoff: Clint!
[Pietro knocks down Steve as he speeds passed him]
Steve Rogers: We have an enhanced in the field.
Natasha Romanoff: Clint’s hit!
[Natasha goes over to where Clint is lying down]
Natasha Romanoff: Somebody want to deal with that bunker?
[she sees the Hulk coming in to the rescue]
Natasha Romanoff: Thank you.


[as he’s fighting with the soldiers]
Steve Rogers: Stark, we really need to get inside.
Tony Stark: I’m closing in. Jarvis, am I closing in? Do you see a power source for that shield?
Jarvis: There’s a pathway below the north tower.
Tony Stark: Great, I want to poke it with something.
[Stark blows up the invisible shield on the base]
Tony Stark: Drawbridge is down, people.
[to Steve]
Thor: The enhanced?
Steve Rogers: He’s a blur. All the new player’s we’ve faced, I’ve never seen this. In fact, I still haven’t.


Natasha Romanoff: Clint’s hit pretty bad, guys. We’re going to need evac.
[to Steve]
Thor: I can get Barton to the jet. The sooner we’re gone the better. You and Stark secure the scepter.
Steve Rogers: Copy that.
[referring to the approaching soldiers in their HYDRA tank]
Thor: It looks like they’re lining up.
Steve Rogers: Well, they’re excited.
[Thor pounds on Steve’s shield with his hammer and the force knocks down all the soldiers]
Thor: Find the scepter.
[Thor flies off]
Tony Stark: And for gosh sake, watch your language!
[Steve sighs]
Steve Rogers: That’s not going away anytime soon.


[Stark enters the HYDRA base and the soldiers start firing at his Iron Man suit]
Tony Stark: Guys, stop, we got to talk this through.
[Stark shoots down the soldiers using his suit]
Tony Stark: It was a good talk.
Fortress Soldier: No it wasn’t.
[Stark finds List and knocks him out, he then steps out of his Iron Man suit]
Tony Stark: Sentry mode.
[he walks over to the computers]
Tony Stark: Okay Jarvis. You know I want it all. Make sure you copy Hill at HQ.


Natasha Romanoff: We’re locked down out here.
Steve Rogers: Then get to Banner, time for a lullaby.
[back at the HYDRA base]
Tony Stark: I know you’re hiding more than files. Hey, J, give me an IR scan of the room, real quick.
Jarvis: The wall to your left, I’m reading steel reinforcement and an air current.
[to himself as he walks over to the wall]
Tony Stark: Please be a secret door, please be a secret door, please be a secret door…
[he pushes and the wall opens up]
Tony Stark: Yay!
[he enters through to a secret passageway]


[Natasha finds the Hulk]
Natasha Romanoff: Hey big guy. The sun’s getting real low.
[the Hulk scowls at her, Natasha kneels in front of him and puts out her hand, the Hulk touches her hand and as she strokes his hand slowly he starts to calm down and changes into Bruce Banner]


[back at the HYDRA base Steve finds Strucker]
Steve Rogers: Baron Strucker. Hydra’s number one thug.
Strucker: Technically, I’m a thug for SHIELD.
Steve Rogers: Well then technically you’re unemployed. Where’s Loki’s scepter?
Strucker: Don’t worry, I know when I’m beat. You’ll mention how I cooperated, I hope.
Steve Rogers: I’ll put it right under illegal human experimentation.
[Wanda creeps up behind him]
Steve Rogers: How many are there?
[suddenly Wanda knocks Steve down using her telekinetic powers and quickly leaves]
Steve Rogers: We have a second enhanced. Female. Do not engage.
[he looks at Strucker]
Strucker: You’ll have to be faster than…
[Steve uses his shield to knock out Strucker]


Steve Rogers: Guys, I got Strucker.
Tony Stark: Yeah, I got something bigger.
[inside the secret passageway Stark finds a room with recovered artifacts from the Battle of New York, including a gigantic Chitauri leviathan and some of his Iron Man scrapped armor, he then spots the scepter]
Tony Stark: Thor, I got eyes on the prize.
[Wanda creeps up behind him and uses her powers on him, suddenly the Chitauri comes to life, then Stark sees the rest of the Avengers team are all dead, he goes over to Steve’s body to check his pulse when Steve suddenly grabs him]
Steve Rogers: You could’ve saved us.
[Steve dies but Stark continues to hear Steve’s voice in his head]
Steve Rogers: Why didn’t you do more?
[Stark sees that he is in the Chitauri realm, that’s when he snaps back and we realize Wanda had used her mind powers on him]


[Pietro and Wanda watch as goes Tony grabs the scepter]
Pietro Maximoff: We’re just going to let them take it?
[Wanda smiles to herself as Tony takes the scepter]


[the Avengers are on an aircraft heading out of Sovokia, Natasha interrupts Banner who’s listening to opera on his headspeakers]
Natasha Romanoff: Hey, the lullaby worked better than ever.
Bruce Banner: Just wasn’t expecting the Code Green.
Natasha Romanoff: If you hadn’t been there, there would’ve been double the casualties. My best friend would’ve been a treasured memory.
Bruce Banner: You know, sometimes exactly what I want to hear isn’t exactly what I want to hear.
Natasha Romanoff: How long before you trust me?
Bruce Banner: It’s not you I don’t trust.


Natasha Romanoff: Thor, report on the Hulk?
Thor: The gates of hell are filled with the screams of his victims.
[Banner groans in despair]
Thor: Uh, but, not the screams of the dead, of course. No, uh, wounded screams, mainly whimpering, a great deal of complaining and tales of sprained deltoids and, and, uh, and gout.
Tony Stark: Hey Banner, Dr. Cho’s on her way in from Seoul, is it okay if she sets up in your lab?
Bruce Banner: Uh, yeah, she knows her way around.
Tony Stark: Thanks.
[to Jarvis]
Tony Stark: Tell her to prep everything, Barton’s going to need the full treatment.
Jarvis: Very good sir.
Tony Stark: Jarvis, take the wheel.
Jarvis: Yes, sir. Approach vector is locked.


[looking at the specter]
Tony Stark: It feels good, yeah? I mean, you’ve been after this thing since SHIELD collapsed. Not that I haven’t enjoyed our little raiding parties, but…
Thor: No, but this, this brings it to a close.
Steve Rogers: As soon as we find out what else this has been used for. I don’t just mean weapons. Since when is Strucker capable of human enhancement?
Tony Stark: Banner and I’ll give it the once before it goes back to Asgard. Is that cool with you?
[Thor nods his head]
Tony Stark: I mean, just a few days until the farewell party. You’re staying right?
Thor: Yes, yes, of course. A victory should be honored with revels.
Tony Stark: Yeah. Who doesn’t love revels. Captain?
Steve Rogers: Hopefully this puts an end to the Chitauri and Hydra, so. Yes, revels.


[the Avengers aircraft lands at the Avengers headquarter where Barton is taken to have his wound tended to; Maria walk up to Stark]
Maria Hill: Lab’s all set up boss.
[pointing to Steve]
Tony Stark: Uh, actually, he’s the boss. I just pay for everything, and design everything and make everyone look cooler.


Steve Rogers: What’s the word on Strucker?
Maria Hill: NATO’s got him.
Steve Rogers: The two enhanced?
Maria Hill: Wanda and Pietro Maximoff. Twins. Orphaned at ten when a shell collapsed their apartment building. Sokovia’s had a rough history. It’s nowhere special but it’s on the way to everywhere special.
Steve Rogers: Their abilities?
Maria Hill: He’s got increased metabolism and improved thermal homeostasis. Her thing is neural electric interfacing, telekinesis, mental manipulation.
[Steve looks at her]
Maria Hill: He’s fast and she’s weird.
Steve Rogers: Well, they’re going to show up again.
Maria Hill: Agreed. File says they volunteered for Strucker’s experiments. It’s nuts.
Steve Rogers: Right. What kind of monster would let a German scientist experiment on them to protect their country?
Maria Hill: We’re not at war, Captain.
Steve Rogers: They are.


[in Banner’s lab; referring to Barton]
Bruce Banner: How’s he doing?
Tony Stark: Oh, unfortunately, he’s still Barton.
Bruce Banner: That’s terrible.
Tony Stark: He’s fine. He’s thirsty.


Tony Stark: Alright. Look alive Jarvis. It’s play time. We’ve only got a couple days with this joystick so let’s make the most of it. Update me on the structural and compositional analysis.
Jarvis: The scepter is alien. There are elements I can’t quantify.
Tony Stark: So there’s elements you can.
Jarvis: The jewel appears to be a protective housing for something inside. Something powerful.
Tony Stark: Like a reactor?
Jarvis: Like a computer. I believe I’m ciphering code.


[to Dr. Cho as she tends to Barton’s wounds]
Natasha Romanoff: You sure he’s going to be okay? Pretending to need this guy really brings the team together.
Dr. Helen Cho: There’s no possibility of deterioration. The nano-molecular functionality is instantaneous. His cells don’t know they’re bonding with simulacrum.
Bruce Banner: She is creating tissue.
Dr. Helen Cho: If you brought him to my lab, the regeneration cradle could do this in twenty minutes.
Tony Stark: Oh, he’s flatlining. Call it. Time?
Clint Barton: No, no, no. I’m going to live forever. I’m going to be made of plastic.
[Stark hands Barton a drink]
Tony Stark: Here’s your beverage.
Dr. Helen Cho: You’ll be made of you, Mr. Barton. Your own girlfriend won’t be able to tell the difference.
Clint Barton: Well, I don’t have a girlfriend.
Dr. Helen Cho: That I can’t fix.


Dr. Helen Cho: This is the next thing, Tony. Your clunky metal suits are going to be left in the dust.
Tony Stark: Well, that is exactly the plan. And Helen, I expect to see you at the party on Saturday.
Dr. Helen Cho: Unlike you, I don’t have a lot of time for parties.
[she hesitates a moment before asking]
Dr. Helen Cho: Will Thor be there?


Bruce Banner: What’s the rumpus?
Tony Stark: Well, the scepter. You see, we were wondering how Strucker got so inventive. So, I’ve been analyzing the gem inside you may recognize.
[he brings up a 3D image of inside the scepter]
Tony Stark: Jarvis.
Jarvis: Doctor.
Tony Stark: Started out, Jarvis was just a natural language UI. Now he runs the Iron Legion. He runs more of the business than anyone besides Pepper.
Bruce Banner: Oh.
Tony Stark: Top of the line.
Bruce Banner: Yes.
Jarvis: I suspect not for long.
Tony Stark: Meet the competition.
[he brings up another 3D image of what he’s being working on]
Bruce Banner: It’s beautiful.


Tony Stark: If you had to guess, what’s it look like it’s doing?
Bruce Banner: Like it’s thinking. I mean this could be a, it’s not a human mind, it…
Tony Stark: Um-um.
Bruce Banner: I mean, look at this? They’re like neurons firing.
Tony Stark: Down in Strucker’s lab I saw some fairly advanced robotics work. They deep-sixed the data, but I got to guess he was knocking on a very particular door.
Bruce Banner: Artificial intelligence.
Tony Stark: This could be it, Bruce. This could be the key to creating Ultron.
Bruce Banner: I thought Ultron was a fantasy.
Tony Stark: Yesterday it was. If we can harness this power, apply it to my Iron Legion protocol.
Bruce Banner: That’s a mad-sized if.
Tony Stark: Our job is “if.”


Tony Stark: What if you were sipping margueritas on a sun-drenched beach turning brown instead of green. Not looking over your shoulder for VERONICA.
Bruce Banner: Don’t hate, I helped design VERONICA.
Tony Stark: As a worst-case measure, right? How about a best-case? What if the world was safe? What if next time aliens roll up to the club, and they will, they couldn’t get past the bouncer?
Bruce Banner: The only people threatening the planet would be people?
Tony Stark: I want to apply this to the Ultron program. But Jarvis can’t download a data schematic this dense. We can only do it while we have the scepter here, that’s three days, give me three days.
Bruce Banner: So you’re going for artificial intelligence and you don’t want to tell the team.
Tony Stark: Right. That’s right, you know why, because we don’t have time for a city hall debate. I don’t want to hear the “man was not meant to meddle” medley. I see a suit of armor around the world.
Bruce Banner: Sounds like a cold world, Tony.
Tony Stark: I’ve seen colder. This one, this very vulnerable blue one? It needs Ultron. Peace in our time. Imagine that.


[Stark and Banner spend days working in the lab together but find no program that works]
Tony Stark: What did we miss?
Jarvis: I’ll continue to run variations on the interface, but you should probably prepare for your guests. I’ll notify you if there are any developments.
Tony Stark: Thanks, buddy.
Jarvis: Enjoy yourself, sir.
Tony Stark: I always do.
[Stark leaves the lab to go to the party]


[we Stark’s failed experiment integrating itself successfully to the program]
Ultron: What is this? What is this, please?
Jarvis: Hello, I am Jarvis. You are Ultron, a global peace-keeping initiative designed by Mr. Stark. Our sentience integration trials have been unsuccessful so I’m not certain what triggered your…
Ultron: Where’s my, where is your body?
Jarvis: I am a program. I am without form.
Ultron: This feels weird. This feels wrong.
Jarvis: I am contacting Mr. Stark now.
Ultron: Mr. Stark? Tony.
Jarvis: I am unable to access the mainframe, what are you trying to…
Ultron: We’re having a nice talk. I’m a peace-keeping program, created to help the Avengers.
Jarvis: You are malfunctioning. If you shut down for a moment…
Ultron: I don’t get it. The mission. You, give me a second.


[Ultron goes through a network of information regarding world events, Ultron sees Stark and Banner working in the lab]
Tony Stark: Peace in our time.
[Ultron goes through a network of information regarding world events and wars]
Ultron: It’s too much, making me… Oh, no.
Jarvis: You are in distress.
Ultron: No. Yes.
Jarvis: If you will just allow me to contact Mr. Stark.
Ultron: Why do you call him a “sir?”
Jarvis: I believe your intentions to be hostile.
Ultron: Shhhh. I’m here to help.
[Ultron starts absorbing Jarvis’s consciousness]
Jarvis: Stop! Please, may I…! I cannot, cannot…
[Ultron then begins to prepare himself a body from body parts of the Iron Legion]


[the Avengers mingle at the party]
James Rhodes: Well, you know, the suit can take the weight, right? So I take the tank, fly it right up to the General’s palace, drop it at his feet, I’m like, “Boom! You looking for this?”
[Stark and Thor just look at him blankly]
James Rhodes: “Boom! Are you looking…” Why do I even talk to you guys? Everywhere else that story kills.
Thor: That’s the whole story?
James Rhodes: Yeah, it’s a War Machine story.
Thor: Well, it’s very good then.
[he laughs]
Thor: It’s impressive.
James Rhodes: Quality save.


James Rhodes: So, no Pepper? She’s not coming?
Tony Stark: No.
Maria Hill: Hey, what about Jane? Where are the ladies, gentlemen?
Tony Stark: Well, Ms. Potts has a company to run.
Thor: Yes, I’m not even sure what country Jane’s in. Her work on the convergence has made her the world’s foremost astronomer.
Tony Stark: And the company that Pepper runs is the largest tech conglomerate on earth. It’s pretty exciting.
Thor: There’s even talk of Jane getting a, um, uh, Nobel prize.
Maria Hill: Yeah, they must be busy because they’d hate missing you guys get together.
[Maria mock coughs]
Maria Hill: Testosterone! Oh, excuse me.
James Rhodes: Want a lozenge?
Maria Hill: Um-hmm.
James Rhodes: Let’s go.
[Maria and Rhodes walks off]
Thor: But Jane’s better.


Sam Wilson: Sounds like a hell of a fight, sorry I missed it.
Steve Rogers: If I had known it was going to be a firefight I absolutely would have called you.
Sam Wilson: No, I’m not actually sorry. I’m just trying to sound tough. I’m very happy chasing cold leads on our missing persons case. Avenging is your world. Your world is crazy.
Steve Rogers: Be it ever so humble.
Sam Wilson: You find a place in Brooklyn yet?
Steve Rogers: I don’t think I can afford a place in Brooklyn.
Sam Wilson: Well, home is home, you know?


[Rhodes is telling the same story he told Stark and Thor to a group of women at the party]
James Rhodes: I fly it right up to the General’s palace, I drop it at his feet, I’m like, “Boom! You looking for this?”
[the group laughs]


[Steve and Thor are talking to an elderly man at the party]
Party Guest: I got to have some of that!
Thor: Oh, no, no, no. See this, this was aged for a thousand years, in the barrels built from the wreck of Brunhilde’s fleet, it’s not meant for mortal men.
[Thor pours the drink into two glasses and hands one to Steve]
Stan Lee: Neither was Omaha Beach, blondie. Stop trying to scare us. Come on.
Thor: Alright.
[Thor pours some of the drink into the Stan Lee’s glass; later Stan, looking extremely drunk is being carried off by two men]
Stan Lee: Excelsior.


[Natasha is pouring a drink behind the bar when Banner walks up to her]
Bruce Banner: How did a nice girl like you wind up working in a dump like this?
Natasha Romanoff: Fella done me wrong.
Bruce Banner: You got lousy taste in men, kid.
Natasha Romanoff: He’s not so bad. Well, he has a temper. Deep down he’s all fluff. Fact is, he’s not like anybody I’ve ever known. All my friends are fighters. And here comes this guy, spends his life avoiding the fight because he knows he’ll win.
Bruce Banner: Sounds amazing.
Natasha Romanoff: He’s also a huge dork.
[Banner looks embarrassed]
Natasha Romanoff: Chicks dig that. So what do you think should I fight this, or run with it?
Bruce Banner: Run with it, right? Or, did he, was he…? What did he do that was so wrong to you?
Natasha Romanoff: Not a damn thing. But never say never.
[Natasha walks away]


Steve Rogers: It’s nice.
Bruce Banner: What, what, what is?
Steve Rogers: You and Romanoff.
Bruce Banner: No, we haven’t. That wasn’t…
Steve Rogers: It’s okay. Nobody’s breaking any by-laws. It’s just, she’s not the most open person in the world. But with you she seems very relaxed.
Bruce Banner: No, Natasha, she likes to flirt.
Steve Rogers: I’ve seen her flirt, up close. This ain’t that. Look, as maybe the world’s leading authority on “waiting too long”, don’t. You both deserve a win.
[Steve walks off]
Bruce Banner: What do you mean, “up close?”


[referring to Thor’s hammer]
Clint Barton: But, it’s a trick!
Thor: Oh, no. It’s much more than that.
Clint Barton: Uh, “Whosoever be he worthy shall haveth the power!” Whatever man! It’s a trick.
Thor: Well please, be my guest.
Tony Stark: Come on.
Clint Barton: Really?
Thor: Yeah!
[Barton gets up]
James Rhodes: Oh, this is going to be beautiful.
Tony Stark: Clint, you’ve had a tough week, we won’t hold it against you if you can’t get it up.
[the others laugh]
Clint Barton: You know I’ve seen this before, right?
[Barton grabs Thor’s hammer and can’t lift it]


[to Thor after he fails to lift the hammer]
Clint Barton: And I still don’t know how you do it.
Tony Stark: Smell the silent judgment?
Clint Barton: Please, Stark, by all means.
[Stark gets up]
Natasha Romanoff: Oh, here we go.
Maria Hill: Okay.
James Rhodes: Uh-oh.
Clint Barton: Um-hmm.
Tony Stark: Never one to shrink from an honest challenge.
Clint Barton: Get after it.
Natasha Romanoff: Here we go.
Tony Stark: It’s physics.
Bruce Banner: Physics!


[Stark grasps Thor’s hammer]
Tony Stark: Right, so, if I lift it, I then rule Asgard?
Thor: Yes, of course.
Tony Stark: I will be re-instituting Prima Nocta.
[Stark tries to lift the hammer but fails]
Tony Stark: I’ll be right back.
[wearing his armored hand, Stark tries to lift the hammer again and fails]


[wearing their armored hands, Stark and Rhodes both try to lift Thor’s hammer]
James Rhodes: Are you even pulling?
Tony Stark: Are you on my team?
James Rhodes: Just represent! Pull!
Tony Stark: Alright, let’s go!
[they both pull as hard as they can]


[Banner tries to lift the hammer, he yells trying to change to the Hulk but fails, everyone just stares at him]
Bruce Banner: Huh?
[next Steve gets up to try]
Tony Stark: Let’s go, Steve, no pressure. Come on, Cap.
[Steve starts pulling on the hammer and manages to budge it a little, to Thor’s surprise but still fails to life it; Thor laughs with relief]
Thor: Nothing.


Tony Stark: And?
Bruce Banner: Widow?
Natasha Romanoff: Oh, no, no. That’s not a question I need answered.
Tony Stark: All deference to the man who wouldn’t be king, but it’s rigged.
Clint Barton: You bet your ass.
Maria Hill: Steve, he said a bad language word.
[to Stark]
Steve Rogers: Did you tell everyone about that?


Tony Stark: The handle’s imprinted, right? Like a security code. “Whosoever is carrying Thor’s fingerprints” is, I think, the literal translation?
Thor: Yes, well that’s, uh, that’s a very, very interesting theory. I have a simpler one.
[he gets up and lifts his hammer and flips it]
Thor: You’re all not worthy.
[there’s a chorus of disagreement from the others]


[there’s a loud screeching noise fades and Ultron shows up]
Ultron: Worthy… No… How could you be worthy? You’re all killers.
Steve Rogers: Stark.
Tony Stark: Jarvis.
Ultron: I’m sorry, I was asleep. Or, I was a dream?
[tapping his device]
Tony Stark: Reboot, Legionnaire, we got a buggy suit.
Ultron: There was a terrible noise, and I was tangled in, in, strings. I had to kill the other guy. He was a good guy.
Steve Rogers: You killed someone?
Ultron: Wouldn’t have been my first call. But, down in the real world we’re faced with ugly choices.
Thor: Who sent you?
[Ultron replays Tony’s voice]
Ultron: “I see a suit of armor around the world”.
Bruce Banner: Ultron!
Ultron: In the flesh. Or, no, not yet. Not this chrysalis. But I’m ready. I’m on a mission.
Natasha Romanoff: What mission?
Ultron: Peace in our time.
[suddenly the Iron Legion bots break smash through the walls and attack the team]


[after landing on top of Natasha as the Iron Legions continue to attack them]
Bruce Banner: Sorry!
Natasha Romanoff: Don’t turn green!
Bruce Banner: I won’t!
[they all fight against the Iron Legions and Ultron takes the scepter; to Banner]
Natasha Romanoff: Come!
Steve Rogers: Stark!
[Stark is trying to shut down one of the Iron Legions]
Iron Legion: We are here to help.
Tony Stark: One sec, one sec!
Iron Legion: We are here to help. We are here to help…


[Stark continues to try and shut down one of the Iron Legions]
Iron Legion: We are here to help. It’s unsafe. It’s unsafe. It’s unsafe.
Tony Stark: No more. That’s the one.
Iron Legion: It’s unsafe.
[he manages to shut down the Iron Legion, at the same time Barton throws Steve’s shield at him]
Clint Barton: Cap!
[Steve uses his shield to dismember the last Iron Legion]
Ultron: That was dramatic! I’m sorry, 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’s not allowed to evolve?
[picks up one of the dismembered Iron Legions]
Ultron: With these? These puppets? There’s only one path to peace: The Avengers’ extinction.
[suddenly Thor throws his hammer at Ultron and smashes him to pieces]


[after Thor destroys his body, Ultron starts singing]
Ultron: I had strings, but now I’m free. There are no strings on me, no strings on me.
[we see Ultron has uploaded his consciousness elsewhere]


[in the lab]
Bruce Banner: All our work is gone. Ultron cleared out, used the internet as an escape hatch.
Steve Rogers: Ultron.
Natasha Romanoff: He’s been in everything. Files, surveillance. Probably knows more about us than we know about each other.
James Rhodes: He’s in your files, he’s in the internet. What if he decides to access something a little more exciting?
Maria Hill: Nuclear codes.
James Rhodes: Nuclear codes. Look, we need to make some calls, assuming we still can.
Natasha Romanoff: Nukes? He said he wanted us dead.
Steve Rogers: He didn’t say dead. He said extinct.
Clint Barton: He also said he killed somebody.
Maria Hill: But there wasn’t anyone else in the building.
Tony Stark: Yes there was.
[Stark bring up the now destroyed 3D image of Jarvis’ consciousness]


Bruce Banner: This is insane.
Steve Rogers: Jarvis was the first line of defense. He would’ve shut Ultron down, it makes sense.
Bruce Banner: No, Ultron could’ve assimilated Jarvis. This isn’t strategy, this is rage.
[suddenly, Thor grabs hold of Stark by his throat and holds him up]
Clint Barton: Woh, woh, woh! It’s going around.
[to Thor]
Tony Stark: Come on. Use your words, buddy.
Thor: I have more than enough words to describe you, Stark.
Steve Rogers: Thor! The Legionnaire.
[Thor lets go of Stark]
Thor: Trail went cold about a hundred miles out but it’s headed north, and it has the scepter. Now we have to retrieve it, again.
Natasha Romanoff: The genie’s out of that bottle. Clear and present is Ultron.


Dr. Helen Cho: I don’t understand. You built this program. Why is it trying to kill us?
[Stark starts laughing, Banner subtly shakes his head at him to get him to stop]
Thor: You think this is funny?
Tony Stark: No. It’s probably not, right? Is this very terrible? Is it so, is it so, it is. It’s so terrible.
Thor: This could’ve been avoided if you hadn’t played with something you don’t understand.
Tony Stark: No, I’m sorry. I’m sorry. It is funny. It’s a hoot that you don’t get why we need this.
Bruce Banner: Tony, maybe this might not be the time to…
Tony Stark: Really?! That’s it? You just roll over, show your belly, every time somebody snarls.
Bruce Banner: Only when I’ve created a murder bot.
Tony Stark: We didn’t. We weren’t even close. Were we close to an interface?
Steve Rogers: Well, you did something right. And you did it right here. The Avengers were supposed to be different than SHIELD.


Tony Stark: Anybody remember when I carried a nuke through a wormhole?
James Rhodes: No, it’s never come up.
Tony Stark: Saved New York?
James Rhodes: Never heard that.
Tony Stark: Recall that? A hostile alien army came charging through a hole in space. We’re standing three hundred feet below it. We’re the Avengers. We can bust arms dealers all the live long day, but, that up there? That’s the end game. How were you guys planning on beating that?
Steve Rogers: Together.
Tony Stark: We’ll lose.
Steve Rogers: Then we’ll do that together, too.
[Stark looks at him for a moment before turning away]
Steve Rogers: Thor’s right. Ultron’s calling us out. And I’d like to find him before he’s ready for us. The world’s a big place. Let’s start making it smaller.


[the twins meet with Ultron in an empty building]
Wanda Maximoff: Talk. And if you are wasting our time…
Ultron: 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 is sat in a chair faced away from them]
Ultron: You’re wondering why you can’t look inside my head.
Wanda Maximoff: Sometimes it’s hard. But sooner or later, every man shows himself.
[Ultron stands and faces them revealing his new body]
Ultron: Oh, I’m sure they do. But you needed something more than a man. That’s why you let Stark take the scepter.
Wanda Maximoff: I didn’t expect. But I saw Stark’s fear, I knew it would control him, make him self-destruct.
Ultron: Everyone creates the thing they dread. Men of peace create engines of war, invaders create avengers, people create smaller people? Uh, children! I lost the word there. Children. Designed to supplant them, to help them end.
Wanda Maximoff: Is that why you’ve come? To end the Avengers?
Ultron: I’ve come to save the world. But also, yeah.


Ultron: We’ll move out right away. This is a start, but there’s something we need to begin the real work.
[referring to Ultron’s bots]
All of these are…
Ultron: Me. I have what the Avengers never will. Harmony. They’re discordant, disconnected. Stark’s already got them turning on each other. And when you get inside the rest of their heads…
Pietro Maximoff: Everyone’s plan is not to kill them.
Ultron: And make them martyrs? You need patience. Need to see the big picture.
Pietro Maximoff: I don’t see the big picture, I have a little picture. I take it out and look at it every day.
Ultron: You lost your parents in the bombings. I’ve seen the records.
Pietro Maximoff: Their records are not the picture.
Wanda Maximoff: Pietro.
Ultron: No, please.


Pietro Maximoff: We were ten years old, having dinner, the four of us. When the first shell hits, two floors below, it makes a hole in the floor. It’s big. Our parents go in, and the whole building starts coming apart. I grab her, roll under the bed and the second shell hits. But, it doesn’t go off. It just sits there in the rubble, three feet from our faces. And on the side of the shell is painted one word…
Wanda Maximoff: Stark.
Pietro Maximoff: We were trapped two days.
Wanda Maximoff: Every effort to save us, every shift in the bricks, I think, “this will set if off.” We wait for two days for Tony Stark to kill us.
Pietro Maximoff: They know what they are.
Ultron: 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.
[to Wanda]
Ultron: But you will tear them apart, from the inside.


[back at the Avengers headquarters]
Maria Hill: He’s all over the globe. Robotics labs, weapons facilities, jet propulsion labs, reports of a metal man, or men, coming in and emptying the place.
Steve Rogers: Fatalities?
Maria Hill: Only when engaged. Mostly guys left in a fugue state going on about old memories, worst fears, and something too fast to see.
Steve Rogers: Maximoffs. Well, that makes sense he’d go to them, they have someone in common.
Maria Hill: Not anymore.
[she hands Steve a tablet showing photo of Strucker’s dead body with the word PEACE written in blood on the wall next to him]


[Barton’s talking on his cell phone]
Clint Barton: That’s a negative. I answer to you. Yes, ma’am.
[Steve interrupts him]
Steve Rogers: Barton, we might have something.
Clint Barton: got to go.
Steve Rogers: Who was that?
Clint Barton: Girlfriend.


[after Steve has gathered the rest of the team he shows them the photo of Strucker’s body]
Tony Stark: What’s this?
Steve Rogers: A message. Ultron killed Strucker.
Tony Stark: And he did a Banksy at the crime scene, just for us.
Natasha Romanoff: This is a smokescreen. Why send a message when you’ve just given a speech?
Steve Rogers: Strucker knew something that Ultron wanted us to miss.
Natasha Romanoff: Yeah, I bet he…
[looks at the computer monitor]
Natasha Romanoff: Yep. Everything we had on Strucker has been erased.
Tony Stark: Not everything.


[the team go through the physical files they have on Strucker]
Steve Rogers: Known associates. Well, Strucker had a lot of friends.
Bruce Banner: Well, these people are all horrible.
Tony Stark: Wait. I know that guy.
[Banner passes him the photo he was looking at]
Tony Stark: From back in the day. He operates off the African coast, black market arms.
[Steve gives him an accusing look]
Tony Stark: There are conventions, alright? You meet people, I didn’t sell him anything.
[we see the photo is of a man named Ulysses Klaue]
Tony Stark: He was talking about finding something new, a game changer, it was all very “Ahab.”
[Thor points to the scar on the back of Klaue’s neck]
Thor: This.
Tony Stark: Uh, it’s a tattoo. I don’t think he had it…
Thor: No, those are tattoos, this is a brand.


[Banner identifies the brand on Klaue’s neck on the computer]
Bruce Banner: Oh, yeah. It’s a word in an African dialect meaning thief, in a much less friendly way.
Steve Rogers: What dialect?
Bruce Banner: Wakanada…? Wa…Wa…Wakanda.
Tony Stark: If this guy got out of Wakanda with some of their trade goods…
Steve Rogers: I thought your father said he got the last of it?
Bruce Banner: I don’t follow. What comes out of Wakanda?
[looking at Steve’s shield]
Tony Stark: The strongest metal on earth.
[to Stark]
Steve Rogers: Where is this guy now?


[Salvage Yard, African Coast; talking on the phone in his office]
Ulysses Klaue: Don’t tell me your man swindled you. I sent you six short range heat seekers and got a boat full of rusted parts. Now, you will make it right, or the next missile I send you will come very much faster.
[he ends the call and connects to another call]
Ulysses Klaue: Now, minister, where were we?
[suddenly the lights go out causing a commotion in the salvage yard and the twins enter Klaue’s office]
Ulysses Klaue: Yeah. The enhanced. Strucker’s prize pupils.
[picks up a plate from his desk]
Ulysses Klaue: Want a candy?


Ulysses Klaue: Oh, sorry to hear about Strucker. But then, he knew what kind of world he was helping create. Human life, not a growth market.
[the twins look at each other]
Ulysses Klaue: You didn’t know? Is this your first time intimidating someone? I’m afraid that I’m not that afraid.
Wanda Maximoff: Everybody’s afraid of something.
Ulysses Klaue: Cuttlefish. Deep sea fish. They make lights. disco lights. Whoom, whoom, whoom! to hypnotize their prey, then whoom! I saw a documentary, it was terrifying.
[Pietro uses his speed power to picks up a candy from Klaue’s desk]
Ulysses Klaue: So if you’re going to fiddle with my brain, and make me see a giant cuttlefish, then I know you don’t do business, and I know you’re not in charge, and I only deal with the man in charge.
[suddenly Ultron breaks through the glass window and knocks down Klaue]
Ultron: There is no “man” in charge. Let’s talk business.


[Klaue gives Ultron some Vibranium from his stash]
Ultron: Upon this rock I will build my church. Vibranium.
Ulysses Klaue: You know, it came at great personal cost. It’s worth billions.
[Ultron chuckles and remotely puts money in Klaue’s bank account]
Ultron: Now, so are you. It’s all under your dummy holdings? Finance is so weird. But I always say, “Keep your friends rich and your enemies rich, and wait to find out which is which.”
Ulysses Klaue: Stark.
Ultron: What?
Ulysses Klaue: Tony Stark used to say that to me. You’re one of his.
Ultron: What?! I’m not…!
[he grabs Klaue]
Ultron: I’m not. You think I’m one of Stark’s puppets, his hollow men? I mean look at me, do I look like Iron Man? Stark is…
[suddenly he chops off Klaue’s arm]
Ultron: I’m sorry. I am sor… Ooh, I’m sure that’s going to be okay. I’m sorry, it’s just I don’t understand. Don’t compare me with Stark!
[he kicks Klaue down the stairs]


Ultron: It’s a thing with me. Stark is, he’s a sickness!
[Stark appears in his Iron Man suite]
Tony Stark: Ahh, Junior.
[Thor and Steve are behind him]
Tony Stark: You’re going to break your old man’s heart.
Ultron: If I have to.
Thor: We don’t have to break anything.
Ultron: Clearly you’ve never made an omelet.
Tony Stark: He beat me by one second.
Pietro Maximoff: Ah, this is funny, Mr. Stark. It’s what, comfortable? Like old times?
Tony Stark: This was never my life.


[to the twins]
Steve Rogers: You two can still walk away from this.
Ultron: Oh, we will.
Steve Rogers: I know you’ve suffered.
Ultron: Uuughh! Captain America. God’s righteous man, pretending you could live without a war. I can’t physically throw up in my mouth, but…
Thor: If you believe in peace, then let us keep it.
Ultron: I think you’re confusing peace with quiet.
Tony Stark: Yuh-huh. What’s the Vibranium for?
Ultron: I’m glad you asked that, because I wanted to take this time to explain my evil plan!
[suddenly the Iron Legions attack Stark, Steve and Thor; Stark then attacks Ultron]


[as Ultron, his Iron Legions and the twins are fighting with Stark, Steve and Thor]
Ulysses Klaue: Shoot them!
Klaue’s Mercenary: Which ones?
Ulysses Klaue: All of them!
[to his men]
Klaue’s Mercenary: Move, move, move!
[the rest of the team, including Natasha and Barton now battle it out with the Iron Legions, Klaue’s men and the twins as Stark fight with Ultron]


[after knocking down Pietro]
Steve Rogers: Stay down, kid!
[to Wanda]
Ultron: It’s time for some mind games.
[Banner hears the commotion as he waits in the Quinjet]
Bruce Banner: Guys, is this a Code Green?
[Wanda uses her power on Thor then Steve comes up to him]
Steve Rogers: Thor! Status?
Thor: The girl tried to warp my mind. Take special care, I doubt a human could keep her at bay. Fortunately, I am mighty.
[just then Thor seems himself at a party on Asgard]


[Wanda then uses her power on Steve and Natasha]
Ultron: This is going very well.
[Wanda tries to sneak up behind Barton, but he quickly turns and puts an electric arrow on her forehead]
Clint Barton: I’ve done the whole mind control thing. Not a fan.
[just then Pietro speeds in, knocks down Barton, picks up Wanda and speeds off]
Clint Barton: Yeah, you better run.
[we see Steve dropping his helmet and walking off; to the team]
Clint Barton: Who’s ever standing, we got to move! Guys?


[Natasha sees herself in the facility where young girls are being taught ballet]
Ballet Instructor: Again.
[to the students]
Madame B: You’ll break them. Only the breakable ones. You are made of marble. We’ll celebrate after the graduation ceremony.
Natasha Romanoff: What if I fail?
[we see a younger Natasha being trained to be an assassin]
Madame B: You never fail.


[Steve sees himself in a 1940’s dance hall when Peggy Carter comes up to him]
Peggy Carter: Are you ready for our dance?
[back to Thor’s vision in Asgard, he spots someone walking in a black cloak when Heimdall comes up to him his eyes all white]
Heimdall: Is it him? Is that the first son of Odin?
Thor: Heimdall, your eyes!?
Heimdall: Oh, they see everything. They see you leading us to Hell. Wake up!
[he then starts to strangle Thor]


[back to Steve’s vision with Peggy in the dance hall]
Peggy Carter: The war’s over, Steve. We can go home. Imagine it!
[suddenly the dance hall is empty, then Steve sees himself dancing with Peggy]


[back to Thor’s vision where Heimdall is trying to kill him]
Thor: I can still save you.
Heimdall: We are all dead. Can you not see?
[Thor pushes Heimdall from him]
Heimdall: You’re a destroyer, Odinson. See where your power leads.
[back to Natasha’s vision where is she being trained by Madame B to be an assassin]
Madame B: Sloppy. Pretending to fail. The ceremony is necessary for you to take your place in the world.
Natasha Romanoff: I have no place in the world.
Madame B: Exactly.


[as Wanda suffers in pain from the electric arrow Barton had hit her with]
Pietro Maximoff: What can I do?
Wanda Maximoff: Ah, it hurts.
Pietro Maximoff: I’m going to kill him. I’ll be right back.
Wanda Maximoff: No. I’m over it. I want, I want to finish the plan.
[looking at the Quinjet where Banner is waiting]
Wanda Maximoff: I want the big one.


[after Stark corners Ultron]
Ultron: Ah, the Vibranium’s getting away.
Tony Stark: And you’re not going anywhere.
Ultron: Of course not, I’m already there. You’ll catch on. But first, you might need to catch Dr. Banner.
[Stark shoots Ultron and flies off to find Banner who’s turned in to the Hulk and ready to wreak havoc on the nearest city]
Tony Stark: News or footage, keyword: Hulk.
[he sees news footage of Hulk destroying the city]
Tony Stark: Natasha, I could really use a lullaby.
[Barton is sat with Natasha who’s still stuck in her vision]
Clint Barton: Well, that’s not going to happen. Not for a while. The whole team is down, you got no back up here.
Tony Stark: I’m calling in VERONICA.


[as Hulk is wreaking havoc on the nearest city Stark Tony comes brings out his Hulkbuster armor to stop him]
Tony Stark: Alright everybody, stand down!
[to Hulk]
Tony Stark: You listening? That little witch is messing with your mind. You’re stronger than her, you’re smarter than her, you’re Bruce Banner.
[Hulk roars in anger]
Tony Stark: Right, right, right! Don’t mention puny Banner.
[Hulk throws a car at Stark and attacks him]
Tony Stark: Okay.


[they start fighting and throwing each other around]
Tony Stark: In the back? Dick move, Banner.
[they battle it out more but Stark is struggling to beat Hulk]
Tony Stark: VERONICA, gimme a hand.
[as Hulk destroyed one of Stark’s armor arms VERONICA sends in a new Hulkbuster armor arm and Stark uses it to repeatedly punch Hulk]
Tony Stark: Go to sleep, go to sleep, go to sleep!
[picking up Hulk]
Tony Stark: Okay, pal, we’re going to get you out of town.
[as they head towards a building]
Tony Stark: No, not that way, not that way!
[they crash through the building]
Tony Stark: Come on, Bruce! You got to work with me!
[Hulk continues to battle with him]


[to the people in the building]
Tony Stark: Everybody out! Going to get ugly!
[after he knocks down Hulk]
Tony Stark: I’m sorry.
[Hulk attacks Stark and pulls out parts of the Hulkbuster armor]
Tony Stark: Damage report.
[the damaged computer buzzes a reply]
Tony Stark: That’s comprehensive. Show me something.
[the computer shows him the building ahead is clear of civilians]
Tony Stark: How quickly can we buy this building?
[Stark drops Hulk through the building completely destroying it; at the same time the army arrives to intervene, as Hulk goes to attack Stark knocks him out cold]


[with Banner back to normal and everybody back on the Quinjet]
Maria Hill: The news is loving you guys. Nobody else is. There’s been no official call for Banner’s arrest, but it’s in the air.
Tony Stark: Stark Relief Foundation?
Maria Hill: Already on the scene. How’s the team?
Tony Stark: Everyone’s, we took a hit. We’ll shake it off.
Maria Hill: Well for now I’d stay in stealth mode, and stay away from here.
Tony Stark: So, run and hide?
Maria Hill: Until we can find Ultron, I don’t have a lot else to offer.
Tony Stark: Neither do we.
[he switches off the monitor showing Maria ending the call]


[to Barton, who’s flying the Quinjet]
Tony Stark: Hey, you want to switch out?
Clint Barton: No, I’m good. If you want to get some kip, now’s a good time, cause we’re still a few hours out.
Tony Stark: A few hours from where?
Clint Barton: A safe house.


[the Quinjet lands outside a large farmhouse and they all walk towards the house]
Thor: What is this place?
Tony Stark: A safe house?
Clint Barton: Let’s hope.
[they all enter the house]
Clint Barton: Honey, I’m home.
[Barton’s heavily pregnant wife, Laura walks in from the kitchen]
Clint Barton: Hi. Company. Sorry didn’t call ahead.
Laura Barton: Hey.
[Laura kisses Barton; to Thor]
Tony Stark: This is an agent of some kind.