Mighty Avengers versus the next gen Ultron! Ultron has taken over everything by taking over Iron Man! And now she has to face the Sentry unleashed! A battle of the titans Avengers style! Plus, Tigra guest stars. Yes, Tigra. Frank Cho drawing Tigra!! Did you hear us? FRANK CHO DRAWING TIGRA!! Which Avenger is Tigra dating? Prrrrr!!
Ares, Sentry, Wonder Man, Ms. Marvel, Wasp and Black Widow stand in front of Ultron and try to get some answers. They ask her how she's controlling the weather and she tells them she has new interface tools. She doesn't give them any information as to what happened to Tony, what she's doing or why. Ms. Marvel thinks they should retreat but Ares vehemently disagrees. It's decided that Sentry will stay and the rest will go to try to figure something out.
As the team goes, Sentry attacks but gets punched into the ground. He keeps fighting but Ultron takes everything Bob can throw at her and keeps fighting back. She says that there is no place for him in this world and that he should leave while he can. The battle keeps raging while the rest of the team makes it to the helicarrier.
Wonder Man saves someone from an exploding aircraft right before they get inside, and when they do, Jan get SHIELD to contact Hank Pym.
At the moment, Hank is about to have sex with Tigra. The phone is ringing in the background, but he ignores it. He gets closer to Tigra and she asks about Jan. Hank says he's done with her, but the phone keeps ringing, someone's knocking on his door, and he's getting mail on his computer. Just as things are about to get interesting, a SHIELD squad barges into the room, guns drawn and barrels aimed at a pantless Hank Pym.
Back on the helicarrier, scientists check the energies that Ms. Marvel had absorbed from Ultron. They plan to figure out what exactly those energies are and hopefully use that data to come up with a way to beat the robot. Ares argues with Wasp about what happened to Tony and how Ultron appeared. Wasp says that it took over Tony's form while Ares insists that it may have appeared in his place. Ares' opinion seems to be disregarded when everyone listens to Wasp.
At the same time all of this is going on, Ultron and Sentry are still fighting. Suddenly Ultron stops. In the helicarrier, all the screens and monitors shut off and when they come back on, Ultron's old, robot face is the only thing on them. Sentry tries to attack while Ultron is distracted, but she easily stops his attempt. She says that his defeat has been calculated and executed. Sentry looks up only to see the helicarrier falling straight down towards him. He flies up to catch it, but can barely hold it. As it's slipping from his grip, Wonder Man and Ms. Marvel fly out to help him bring it to a safe landing.
Inside, Maria Hill has been knocked out and a new leader needs to be chosen. Worker of SHIELD scramble around trying to figure out who protocol says should be in charge until Black Widow says that she's a Level 10, making her ranking officer. She quickly jumps into the role of captain and starts barking orders. She demands reports and analysis from every department, for all world leaders to be alerted, for all members of the initiative to be on guard, for Reed Richards to be brought to her, and for the helicarrier to get back in the air. Ares sees her skill at command and falls instantly in love. The fliers of the team go outside to check on Ultron, but she's nowhere to be found.
Above them, Hank Pym's helicopter slows to look at the destruction, but it doesn't stop. He has to be somewhere else. After he leaves, something else comes into view in the sky. A glowing blue figure is flying towards the downed helicarrier and everyone on board. Ares is ready to fight and everyone's guns are drawn, but Black Widow tells them to stand down. The figure pulls closer and is revealed. It's one of Iron Man's old suits and it has this message: "Attention, Avengers. If you are receiving this message, Tony Stark is dead. Listen carefully..."