Ultron and Captain America continue their hand to hand battle, Steve's shield and abilities against Ultron's energy blasts.
Captain America throws his shield at Ultron, embedding it in his chest. Ultron knocks it off, the shield falls to the street.
Black Widow mounts a motorcycle as Hawkeye lowers the Quinjet close to the surface for her to launch the bike. She speeds through the street zig-zagging through heavy traffic.
Natasha Romanoff: I'm always picking up after you boys.
Natasha grabs the shield off the street while racing on motorcycle, to get it back to Cap. She makes it to the truck and heaves the shield to Rogers, who quickly strikes a blow on Ultron with it. Ultron blasts the road just in front of Romanoff, forcing her to take an alternate route.
Ultron knocks Steve off the truck once again landing on a vehicle. This time, Ultron blast the pavement beneath car with Captain America on it, forcing it to flip over.
Cap avoids being crushed by the vehicle and quickly returns to feet to race back to the truck. Rogers leap frogs across cars flipping in the air, hops on the truck and resumes battle with Ultron. The Quinjet swoops in and begins firing at Ultron. Droids take off and begin attacking the Quinjet. Hawkeye goes into a climbing fast and frenzy spin that shakes off the droids. The droids return, but Hawkeye blasts them away.
Quicksilver and Scarlet Witch see the action on a television and decide to join in. Ultron and Steve's battle forces them to fall crashing inside a passenger train. After a number of thrilling feats on the motorcyle, Black Widow makes it back to the truck and leaps into the trailer. Two droids mount on each side of the trailer and gun their jets forward and upward. The trailer rips from the cab and is now airborne.
In the passenger train, Captain America is taking a beating from Ultron when Pietro races in and knocks Ultron away. Ultron recovers and is about to charge Quicksilver until metal bars block him, courtesy of Wanda's powers. Ultron escapes and flies away. In the airborne trailer, Natasha unlocks the Cradle and hops on it while it slides out of the trailer and right into the awaiting Quinjet. However, only the Cradle is secured while Black Widow is blown out of the jet. Rogers orders Hawkeye to get the Cradle back to Stark.
Clint is worried about Natasha, but reluctantly complies. The damaged passenger train is now off its rails, out of control, and plowing through streets filled with people scrambling to get out of the way. Scarlet Witch uses her powers to force the passenger train's wheels to dig into the pavement as makeshift brakes, allowing it to come to a halt. Wanda becomes concerned when Steve tells her the Cradle is on its way to Stark, knowing she had injected visions in his mind. Cap tries to contact any Avenger, but no one replies.
Wanda Maximoff: Ultron can't tell the difference between saving the world and destroying it. Where do you think he gets that?
Tony is now in possession of the Cradle and when Bruce begins the process of disabling the Cradle's program, Tony suggest an alternative. Tony discovered who was hacking against Ultron - it was Jarvis, who is still operational after hiding from Ultron deep within the Internet. Tony wants to upload Jarvis into the synthetic body, which puts Bruce in an uproar.
Ultron has returned to the Sokovia base and we discover he had captured Natasha.
Ultron: I was meant to be new. I was meant to beautiful. The world would've looked to the sky and seen hope, seen mercy. Instead, they'll look up in horror because of you. You've wounded me. But, like the man said, what doesn't kill you . . .
He is torn in pieces by another Ultron.
Ultron: [without a beat] . . . just makes me stronger.
Tony and Bruce are working are their Jarvis project while we also see Natasha rewiring radio components left strewn in the room she is locked in. Hawkeye hears static on the radio, she is sending a message via Morse Code. Hawkey is able to locate her on a map screen. Tony and Bruce are making progress and are about to begin uploads when Captain America steps in with Quicksilver and Scarlet Witch.
Steve Rogers: I'm gonna say this once.
Tony Stark: How about "none"-ce?
Steve Rogers: You don't know what you're doing.
Bruce Banner: And you do?
Wanda Maximoff: I know you're angry.
Bruce Banner: Oh, we're way past that. I could choke the life out of you without changing a shade.
Quicksilver races in and unplugs all the cables connected to the Cradle. A bullet flies through the glass foor he's standing on shattering. Pietro falls below to the next level with Hawkeye there to greet him.
Clint Barton: What? You didn't see that coming?
Tony begins battling Steve while Bruce grabs Wanda by the neck.
Bruce Banner: Go ahead, piss me off!
Suddenly Thor appears, hops on the cradle, and calls down bolts of lightning from his hammer. This surges power into the Cradle giving life to the synthetic body to be known as Vision. Vision erupts from the Cradle and charges Thor, but he flings Vision several feet into the air. Vision pauses and looks over the city skyline. Vision calms down and apologizes for his moment of aggression. Thor explains that the gem on its brow - one of the six Infinity Stones, the most powerful objects in existence - was part of his vision.
Thor: Stark is right.
Bruce Banner: Oh, it's definitely the end times.
Vision explains he is not a child of Ultron nor is he Jarvis and he is on the side of life, Ultron isn't.
Vision: I don't want to kill Ultron. He's unique and he's in pain. But that pain will roll over the Earth. So he must be destroyed. Every form he's built, every trace of his presence on the net. We have to act now, and not one of us can do it without the others. Maybe I am a monster. I don't think I'd know if I were one. I'm not what you are and not what you intended. So there may be no way to make you trust me.
Vision hands Thor his hammer.
Vision: But we need to go.
Vision and the Maximoff twins accompany the Avengers back to Sokovia, where Ultron has used the remaining vibranium to build a machine to lift a large part of the capital city skyward, intending to crash it into the ground and cause global extinction. Banner rescues Romanoff, who moves and plants kiss on Bruce.
Natasha Romanoff: I adore you . . . .
Bruce looks shocked as Romanoff pushes him into a pit.
Natasha Romanoff: . . . . but I need the other guy.
Hulk instantly pops up from the pit ready for the battle.
Hawkeye and Natasha are being overwhelmed by drones. She is losing her composure and Hawkeye rescues her from the attacks, taking her inside a building.
Clint Barton: Hey. Hey, you okay?
Wanda Maximoff: This is all our fault.
Clint Barton: Hey, look at me. It's your fault, it's everyone's fault, who cares. Are you up for this? Are you? Look, I just need to know cause the city is flying. Ok, look, the city is flying, we're fighting an army of robots, and I have a bow and arrow. None of this makes sense. But I'm going back out there cause it's my job. Ok, and I can't do my job and babysit. Doesn't matter what you did, or what you were. If you go out there, you fight and you fight to kill. Stay in here, you're good. I'll send your brother to come find you. But if you step out that door, you are an Avenger. All right, good chat.
Steve Rogers: The next wave's gonna hit any minute. What have you got, Stark?
Tony Stark: Well, nothing great. Maybe a way to blow up the city. That'll keep it from impacting the surface if you guys can get clear.
Steve Rogers: I asked for a solution, not an escape plan.
Tony Stark: Impact radius is getting bigger every second. We're going to have to make a choice.
Natasha Romanoff: Cap, these people are going nowhere. If Stark finds a way to blow this rock . . .
Steve Rogers: Not 'til everyone's safe.
Natasha Romanoff: Everyone up here versus everyone down there? There's no math there.
Steve Rogers: I'm not leaving this rock with one civilian on it.
Natasha Romanoff: I didn't say we should leave. . . There's worse ways to go. Where else am I gonna get a view like this?
Cap and Natasha hear Fury's voice. . .
Nick Fury: Glad you like the view, Romanoff. It's about to get better.
Nick Fury arrives in a Helicarrier with Maria Hill, War Machine and other SHIELD agents to evacuate the civilians.
Nick Fury: Nice, right? I pulled her out of mothballs with a couple of old friends. She's dusty, but she'll do.
Steve Rogers: [relieved] Fury, you son of a bitch.
Nick Fury: Oooh! You kiss your mother with that mouth?
Maria Hill: Altitude is eighteen thousand and climbing.
Specialist Cameron Klein: Lifeboats secure to deploy. Disengage in three, two... take 'em out.
Several lifeboats are dispatched from the mother ship onto the the floating city / boulder to give access to the civilians to board. The other Avengers go to help with the evacuation. Pietro and Steve watch the lifeboats fly in and land on the floating city.
Pietro Maximoff: This is SHIELD?
Steve Rogers: This is what SHIELD's supposed to be.
Pietro Maximoff: This is not so bad.
Steve Rogers: Let's load 'em up.
The Avengers face off against Ultron.
Ultron: How do you hope to stop me?
Tony Stark: Like the old man said. . . [looks at Rogers] Together.
Thor: Is that the best you can do?
Ultron laughs, and summons his army of drones.
A moment later, dozens and dozens of drones come pouring out, encircling the heroes.
Steve Rogers: You had to ask.
Ultron: [with his arms outstretched] THIS is the best I can do. This is what I've been waiting for. All of you against all of me!
A frenzy battle erupts with Iron Man, Captain America, Hulk, Thor, Vision, Black Widow, Hawkeye, Quicksilver, and Scarlet Witch all forming a circle and working as a team to dispatch dozens of droids.
Hulk is shredding drones like paper dolls. The same for Thor and Vision, who dispatch the the drones easily. Others like Steve and Natasha use their superior abilities to take down drones. Wanda accepts the task to guard the machine from activation by Ultron's drones. However Ultron steals the Avengers' Quinjet and goes on a strafing run in a desperate attempt to stop the evacuation.
Pietro is killed when he shields Barton from Ultron's gunfire. The Hulk leaps into the Quinjet.
Ultron: Oh for God's sake!
Hulk forcibly evicts Ultron, sending him crashing to the ground. This leaves Ultron vulnerable to a vengeful Wanda, who abandons her post to destroy Ultron's primary body.
Ultron: If you stay here, you'll die.
Wanda Maximoff: I just did. Do you know how it felt?
Wanda tears out Ultron's metal heart.
Wanda Maximoff: It felt like that.
This then allows one of his drones to activate the machine. The city begins to plummet, but Stark and Thor overload the machine and destroy the landmass, with the Vision swooping in to rescue Wanda. The Hulk, unwilling to endanger Romanoff by being with her, departs in the Quinjet, while the Vision confronts Ultron.
Vision: You're afraid.
Ultron: Of you?
Vision: Of death. You're the last one.
Ultron: You were supposed to be the last. Stark asked for a savior, and settled for a slave.
Vision: I suppose we're both disappointments.
Ultron: [laughs] I suppose we are.
Vision: Humans are odd. They think order and chaos are somehow opposites and try to control what won't be. But there is grace in their failings. I think you missed that.
Ultron: They're doomed!
Vision: Yes . . . but a thing isn't beautiful because it lasts. It is a privilege to be among them.
Ultron: You're unbelievably naïve.
Vision: Well, I was born yesterday.
Ultron lunges to attack, but Vision instantly destroys him with the power of the gem.
Later, the Avengers have established a new base run by Fury, Hill, Cho, and Selvig. Natasha is feeling down about Bruce when Nick shows up to give her an update on his location. Fury hands Natasha an image of the Quinjet in the Pacific.
Nick Fury: He probably made it out and swam to Fiji, he'll send a postcard.
Natasha Romanoff: [sadly] Wish you were here.
Nick Fury: No matter who wins or loses, trouble always comes around.
Steve and Tony see off Thor, who is returning to Asgard to learn more about the forces which he suspects have manipulated recent events
Thor: [about Stark] With the exception of this one, everything can be explained.
Steve and Tony crack jokes about Thor's hammer.
Steve Rogers: But if you put the hammer in an elevator?
Tony Stark: It'll still go up.
Steve Rogers: Elevator's not worthy.
Thor: [about The Vision] If he can wield the Hammer, he can keep the Stone.
Thor exits upward, leaving a Bifrost mark on the lawn.
Tony Stark: That man has no respect for lawn maintenance.
Barton returns home to his family and Stark also leaves the team. Rogers and Romanoff prepare to train the new team of Avengers: War Machine, Vision, Falcon, and Scarlet Witch.
Steve Rogers: AVENGERS . . .
In a mid-credits scene, Thanos, dissatisfied by the failures of his pawns, dons the Infinity Gauntlet and vows to retrieve the Infinity Stones personally.
Thanos: Fine. I'll do it myself.
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