UN troops entering Slorenia meet heavy resistance from Ultron’s Necro-Cyborgs, until the Avengers arrive to assist. Meanwhile, beneath the capital of Tblunka, Ultron explains his plan to use the captured Avengers’ and Grim Reaper’s brain patterns, along with Giant-Man’s hive technology, to create a new robot master race loyal to him. Detecting the Avengers approaching, he sends Ultron-16 out to battle them. Back at Avengers Mansion, Justice combs through Avengers archives for a means to defeat Ultron. Meanwhile Alkhema’s War-Toys invade the Pentagon to free her, slaughtering everyone in their path. Back in Slorenia, after a taxing battle the Avengers destroy Ultron-16 and head into the tunnels beneath Tblunka to rescue the captured Avengers, but find their way blocked by Ultrons-17 and 23. When Firestar wonders aloud how many Ultrons there are, another steps forward, telling her that she has asked a very good question, and the Avengers see it is Ultron-458...
Hank Pym works on hive communications technology (1). Ultron-13 battles Quicksilver over a fallen Tigra (AWC #65, ’90). Ultron attacks Sunturion while trying to steal synthetic Vibranium (WoSM Ann #7, ’91). The Doomsday Man breaks Justice’s leg (Av #17, ’99).
The U.N. Operation is dubbed “Operation Metalstorm.”