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While Doom keeps Richards occupied with a meeting of diplomacy while one of the Ultrons, along with Namor and Hulk attack downtown. Thor happens to be on patrol with Black Panther, and they respond.
Magneto, the other two Ultrons, and the Red Skull infiltrate the network of the city so that one of the Ultrons can link into the system, ultimately giving them control of the cities' network. Magneto, whose parents were killed in Auchwitz, threatens the Red Skull, who was previously a Nazi leader, and they decide that as soon as their common goals are met, one of them will be killed.
While Ultron continues to adapt himself deeper into the network, the FF are called in to help fight the deadly trio downtown. Eventually the Avengers join the fray, and the Wasp is able to lure all three of the villains into Hero Park, where an impenetrable force field captures them.
Just as things wind down, Johnny's girl tells him she's pregnant, and the Silver Surfer attacks alongside the Knights of Doom!