ULTRON IS BACK and, yes, now he's a she. What?? Ultron's a girl?? It’s Ultron as only Frank Cho can bring it. And the Mighty Avengers haven't had a moment to get to know each other before they are thrown into one of the most epic adventures in the history of the Avengers.
66 minutes before the Mole Man attack
Simon Williams is talking to his agent. His agent is trying to sell him on doing a reality tv show that focuses on what a super-hero's life is like. Simon doesn't want to do a reality show. He wants to be a serious actor. His agent mentions that he's famous because he was a "%@#&$ Avenger." Simon doesn't want to be a sellout and use his status as a former Avenger to further his career. His agent doesn't think it's possible for him to move beyond that image especially after the Civil War. Outside the window, Ms. Marvel and Iron Man arrive. Ms. Marvel tells him that he could just be an Avenger because "movies suck."
The present, moments after Iron Man morphed into a silver-skinned woman.
Ms. Marvel thinks to herself that she's only been leading the Avengers for two minutes and she's already in over her head. She calls out "Tony?" and the woman responds, "Not Tony." She seems to know all the Avengers there. She's tapping into some computer files on everyone in the area. Ares is ready to attack. Ms. Marvel holds him back saying they don't know the full situation. She thinks to herself that he's gotta go when this situation is over.
Wasp asks if anyone thinks this woman looks like her but with "worse hair." Mole Man is upset that this woman is responsible for what happened to his underground home. She says yes, it was collateral damage. He orders his "children" to attack her. Ms. Marvel is concerned that Tony is "in there" and tells Sentry they have to save him.
55 minutes before the Mole Man attack, Sentry's Watchtower
Bob is sitting with his wife. She asks what he's thinking. He says that he's not sure what he's supposed to be doing. He says that there's so many things going on in the city alone that The Sentry could do something about. Lindy is bothered that he referred to The Sentry as if he were a different person, again. She says perhaps he should talk to his therapist about it. Bob says it's all they talk about. Iron Man and Ms. Marvel arrive saying they've put together a new team of Avengers. At the news of this, Lindy gets up and walks out of the room. Ms. Marvel tells Bob that she's scared of him. She says she needs to know that she can count on him and that he'll tell her when things start getting screwy in his head.
Sentry is just standing there. Ares gets tired of just waiting and moves to attack. Carol feels she has no choice but to follow with the attack. Sentry and Ares are seemingly struck by lightning. The woman is talking to Mole Man about Reed Richards paper on cloning and perhaps he should consider it for his creatures (and hopes he's not involved with any of them). She lets off a wave of energy and they are destroyed. Mole Man cries out over his "babies."
Sentry feels he can take her. Ares wants to kill her. Carol says she wants to try something else. She tries to talk to the women, introducing herself. Black Widow has the women in her site with her sniper rifle. The woman tells Carol she knows who she is.
22 minutes before the Mole Man attack on board a S.H.I.E.L.D. helicarrier
Black Widow is in a physical training room. She is "training" three different agents. She's actually mopping the floor with them. She seems angry. Iron Man and Ms. Marvel arrive. He says it's not their fault that she's not in the field. He then gives her the good news that she's an Avenger again.
Ares so badly wants to attack the woman. Carol tells him to stay which causes the woman to respond, "good dog." This enrages Ares even more. Sentry and Wonder Man do their best to hold him back. The woman asks if he's the real Ares, God of War. When he says yes, she tells him she likes Thor better.
Ares lunges with his battle axe. There seems to be quite the force field around her. His blade gets bent and his shaft breaks. Next he gets hit by a lightning bolt. He tries to get up to attack again only to get hit again. Sentry has to swoop in to get him out of there.
The woman notes that it's going to take a lot to take out Sentry. He asks where Iron Man is. She responds that it's clear that they don't get what is happening to them but she will be ready for him in a few minutes. Carol orders a retreat, much to Ares dismay. She tells him they are in no position to deal with her. They need more information as to how to take her down. She also says that if he defies her orders again, she will have him off the team and the planet. As Carol talks to Ares, Wasp looks at the woman.
14 minutes before the Mole Man attack, the Van Dyne Design Studio, SOHO
Janet declines a phone call from Hank. Carol is looking over a couple of Janet's designs. Janet isn't too pleased with either of them. Carol tells her she could always just become an Avenger again. Janet says she told herself she wasn't going to use the Avengers to hide from her problems in life. Carol is able to convince her that it doesn't have to be like that, she'll just be doing what she can to make the world a better place.
Wasp approaches the woman. Carol thinks she'll kill her. Wasp is fine with that but doesn't think that will happen. She knows there's some sort of connection between them. Wasp asks if she's Tony. No. She asks if she's Iron Man. No. She asks why she looks just like her. "Because I love you."
Wasp goes back to the others asking if anyone knows where her ex-husband is. When they ask her why, she says because Ultron is back and it's destroying the world. And it's killed Tony.