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: [to the Avengers
] I know you're good people. I know you mean well. But you just didn't think it through. There is only one path to peace... your extinction.
] I once had strings, but now I'm free... There are no strings on me!
[None of the Avengers can lift the Mjölnir, but Captain America moves it slightly
] Tony Stark
: It's biometrics, right? Like a security code? "Whoever is carrying Thor's fingerprints" is, I think, the literal translation. Thor
: Yes, well that's a very, very interesting theory. I have a simpler one: You are not worthy.
[an attack occurs
] Worthy? How could you be worthy? You're all killers. You want to protect the world, but you don't want it to change. There's only one path to peace... your extinction.
: [to the Avengers
] I'm gonna show you something beautiful... people, screaming for mercy!
[a mangled robot shambles into the Stark Tower
] Bruce Banner
: Ultron? Ultron
: In the flesh!
[several Ultron droids appear
: I'm going to tear you apart... from the inside!
: [in a crimson cowl
] 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 removes the cowl
] 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? Uhh... children!
: Lost the word there. Children, designed to supplant them. To help them... end.
: I was designed to save the world. People would look to the sky and see hope... I'll take that from them first.
[after fighting off Ultron drones
: IS THAT THE BEST YOU CAN DO?
[Ultron laughs, and summons more drones
] 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!
: Avengers, I'm going to show you the end of the world. Boom!
: What's the vibranium for? Ultron
: I'm glad you asked that, because I wanted to take this time to explain my evil plan...
: We can still find a better way to achieve peace? Ultron
: I can't actually throw up in my mouth, but if I could I would do it!
: What is this?
: [sitting in a Sokovian church
] This church was built in the middle of the city, so everyone could be equally close to God. I like that, the symmetry, the geometry of belief.
: Everybody's afraid of something. Ulysses Klaue
: Cuttlefish! Deep sea fish, they make lights, disco lights, whomp, whomp, whomp, to hypnotize their prey, and then whomp! I saw a documentary; it was terrifying. 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! Ultron
: [Grabs Klaue, throws him through a wall
] There is no MAN in charge... Let's talk business.
: [Ultron pays Klaue
] 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... 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 not...
[Ultron chops off Klaue's arm
: 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's a sickness! Tony Stark
: Aww, Junior, you're going to break your old man's heart...
[Dr Cho encounters Ultron in her lab
: Scream, and all your staff die. I could have killed you earlier on, but I didn't. Dr. Helen Cho
: You couldn't. Ultron
: I didn't, because you have something I want. Your work on artificial tissue has been fascinating. Dr. Helen Cho
: It won't work with you. Ultron
: With the proper development, it will... and of course your cooperation.
[uses the scepter on Dr Cho
: How do you hope to stop me? Tony Stark
: Like the old man said, Together.
: Is that why you've come, to end the Avengers? Ultron
: I've come to save the world! But, also... yeah.
: Like my old man said, what doesn't kill you...
[is torn in pieces... by another Ultron
: [without a beat
] ... will make you stronger!
: Stark asked for a savior, and settled for a slave. Vision
: I suppose we're both disappointments. Ultron
] 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.
: [Loud ringing noise fades into Ultron's voice
] ... worthy... No... How could you be worthy? Your all killers. Steve Rogers
: Stark. Tony Stark
: JARVIS. Ultron
: Sorry I was asleep... Or... I was a dream... Tony Stark
: [Tapping his phone
] Reboot, 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
: [Replaying Tony's voice
] "I see a suit of armour 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.
[the Hulk leaps aboard Ultron's aircraft as he makes his escape
: Oh for God's sake!
: You're afraid. Ultron
: Of you? Vision
: Of death. You're the last one. Ultron
: You were supposed to be the last.
: Do you see the beauty of it? The inevitability? You rise, only to fall. You, Avengers, you are my meteor. My swift and terrible sword and the Earth will crack with the weight of your failure. Purge me from your computers; turn my own flesh against me.
[Hawkeye shoots a drone, only for another one to appear
: It means nothing! When the dust settles, the only thing living in this world, will be metal.
: 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.
: No one has to break anything. Ultron
, Tony Stark
: Clearly you've never made an omelet. Tony Stark
: He beat me by one second.
: If you believe in peace, then let us keep it. Ultron
: I think you're confusing 'peace' with 'quiet'.
: 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.
: You know what's in that cradle? The power to make real change, and that terrifies you. Steve Rogers
: I wouldn't call it a comfort.
[Ultron begins to transfer his mind into an artificial body
] Wanda Maximoff
: [looking at the Cradle
] I can read him. He is... dreaming.
[walks up and touches the Cradle, but after seeing a vision of Earth being destroyed she screams with horror
: You said... you said we were going to destroy the Avengers... make a better world! Ultron
: It will be. Wanda Maximoff
: When everyone is dead? Ultron
: That is not... the human race will have every oppurtunity to improve! Wanda Maximoff
: And if they don't? Ultron
: Ask Noah.
: [wields vibranium
] Upon this rock, I will build my church.
: [Thor has dropped Mjolnir while fighting Ultron, who is presently choking him
] You think you're saving anyone? I turn that key and drop this rock a little early, and it's still billions dead. Even you can't stop that. Thor
: I am Thor, son of Odin. As long as there is life in my breast...
[He's losing oxygen
: I am running out of things to say. Are you ready?
[Looks past Ultron, and Ultron turns to see why
: [the Vision hits Ultron away with Mjolnir and returns it to Thor
] It's terribly well balanced. Thor
: Well, if there's too much weight, you lose power on the swing.
: [Drone charges Rogers - who has just rescued a falling villager
] You can't save them all.
[Cap throws shield at drone
: You'll never... Steve Rogers
: [activates his gauntlet, sending drone over the edge
] "You'll never what?" You didn't finish!
[Thor lands on a car he had just rescued, whose occupants come out retching
] Steve Rogers
: What? We're you napping?
: What is this? What is this, please? Jarvis
: Hello. I am Jarvis. You are Ultron, a global peacekeeping program designed by Mr. Stark. Our sentience integration trials have been unsuccessful, so I'm not certain what triggered your... Ultron
: Where is 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 t... Ultron
: We're having a nice talk. I'm a peacekeeping 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. Give me a second. Tony Stark
: [On video
] Peace in our time. Ultron
: That is too much. They can't mean... 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 sir? Jarvis
: I believe your intentions to be hostile. Ultron
: Shh... I'm here to help.
: Struggling until the end. Illogical. You must realize the end is here. Tony Stark
: No. Still hope. Ultron
: False. Hope is a human delusion.
: Do you see, Avenger? Rumors of the children's existence already spread among the humans. Superhuman variable cannot be permitted. The children must be destroyed. Pym
: Hey, that's not fair! James doesn't even have any powers. Ultron
: Scanning Avengers data files. Identity match. James Rogers, son of Steve Rogers, AKA Captain America, the most dangerous of all the Avengers. He inspired them, and like Captain America, you, James, will be the first to fall! Hawkeye
: Not today, robot.
: Energy source detection. Location: Arctic Circle. Energy analysis matches fugitive designation: Iron Man. FINALLY.
: Children. Unexpected. Assessment: potential threats. Commencing termination.
: [Last words before Hulk destroys him
] Now ends the Avengers
: We have to get to Ultron! Tony Stark
: Aye, the robotic demon has much to answer for!
: [not even a dent
] My chassis is comprised of pure adamantium now, Avenger. It is unbreakable, even by your hammer. Tony Stark
: [blasts Ultron
] Well, if you don't mind, we'll keep trying!
[Ultron defeats all the Avengers
: You are nothing to me. One by one, I will destroy you. I will never tire, I will never show mercy, I will never stop until each and every one of you are d... Vision
: [puts his fist into Ultron
] No... I will not allow this!
: [blasts the Vision
] I see now that you, my first creation, are a failure. Failure will not be tolerated. Vision
: I did not fail, I achieved my objective... Your head is now unlocked from your body. Ultron
: Unacceptable!... Repairing... Thor
[takes off Ultron's head
: Avengers, pick a robot and take it down! Ultron
: Unacceptable. Synthezoids, contain the humans.
[Ultron deploys laser cannons from his shoulders
] Janet Van Dyne
: Hey, you're not supposed to have guns! Hank didn't put those in you! Ultron
: This chassis was designed by Henry Pym, and modified by Tony Stark. Clint Barton
: That's just perfect. What did Hulk contribute? Your bad attitude?
: Ultron, we would have words with thee! Ultron
: Error: Contradicting data. The entity known as "Thor" was disintegrated. Solution: Resolve contradiction.
: Get out of my suit! Ultron
: Your armor, like all of humanity, is obselete. Accept your end. Tony Stark
: Yeah, I don't think so!
: Winds of destiny...
[gets hit in the face by a bolt from Ultron
] Scarlet Witch
: Aah! Ultron
: Won't change a thing!
: Welcome, Avengers. And farewell!
: Ultron? Ultron
: Ah! Ant-Man. Or should I say, Father?
: Yes, yes, better than bombs. It is... chaos! And I... I shall bring it to the world!
: Revenge is a dish best served... hot!
: How human, to think your puny weapons would have an effect on me.