Captain America, Thor, Iron Man, Firestar and the Black Panther struggle against the overwhelming number of Ultron drones, only gaining ground when Iron Man turns one of the Ultron’s molecular rearrangers into a weapon against the other Ultrons. Meanwhile, Ultron downloads brain engrams from each of the captured “family” members in his lair onto data chips. Hank tells Jan that when he created Ultron all those years ago, he based the robot’s personality on his own brain patterns, and that the guilt that Ultron became a monster is what led to his numerous breakdowns throughout the years. Vision reveals he’s hacked into Ultron’s computer systems, freeing himself and offering Ultron a chance to join him in seeking redemption. When Ultron refuses, Vision releases the Grim Reaper, who in turn frees the other Avengers. Thor breaks into Ultron’s lair, reuniting all of the Avengers, but they are still unable to defeat Ultron. Justice arrives, revealing his search of Avengers files identified Antarctic Vibranium could destroy Ultron’s Adamantium body. Hank unleashes the weapon on Ultron, rejecting Ultron as his son and destroying the villain. The Avengers leave victorious, but Alkhema soon retrieves the brain engram chips from the ruins of Ultron’s lair.
Story is dedicated to Roy Thomas.