Long before Joss Whedon began work on Avengers: Age of Ultron, the writer and director had a pretty clear vision (pun intended) of what story his sequel would tell. In fact, he had ideas for The Avengers 2 before he even began shooting its predecessor.

Like every comic book aficionado, Whedon – who’s written a variety of books for Marvel in the past – has his own favorite super heroes and villains, and when we visited the set of Age of Ultron last summer, he told us he knew he wanted to make a movie where Paul Bettany (the voice of J.A.R.V.I.S. Iron Man 1-3 and Avengers) played Vision before he even started on The Avengers. Similarly, Whedon also wanted to include the “brother-sister act” of Quicksilver and Scarlet Witch early in the process and include all of these new characters alongside the villainous Ultron. All four newcomers however, will appear on screen with slightly different origin stories than their Marvel Comics counterparts.

Here, we’re going to focus on Ultron and explain not only how he’s going to be different in the Marvel Cinematic Universe, but why he’s different. This is a followup to our previous Ultron introduction explained article.

Ultron’s Early Conception In The Films

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When the Age of Ultron subtitle was revealed for the Avengers followup, Joss Whedon explained that the titular villain would have a new origin story in the film. He needed to because in the comics Hank Pym (the first Ant-Man and co-founder of The Avengers) created Ultron and moviegoers won’t meet Pym until Ant-Man opens in theaters after Age of Ultron. “Nothing can be translated exactly as it was from the comics; particularly Ultron,” Whedon explained in 2013 when hinting that Ultron’s live-action film introduction would stem instead from what fans have seen in the movies so far.

We theorized the obvious solution that Tony Stark (Robert Downey Jr.) would create Ultron. Like Pym and Bruce Banner (Mark Ruffalo), Stark is a genius scientist, an inventor specializing in tech, and given how the story of Iron Man 3 played out, with Stark building (and then destroying) a legion of automated Iron Man suits, it’s only logical that after the fall of S.H.I.E.L.D. – the world’s number one line of defense against the other-worldly and extraordinary – in Captain America: The Winter Soldier, Stark would take it upon himself to continue “privatizing world peace” with an Iron Man-esque police force.

This might have been the plan all along for Marvel and Whedon. This is what Whedon told us June 2014:

“Before I took the first job, I said, ‘well, I don’t know if I’m right for this or if I want it or you want me, but in the second one the villain has to be Ultron, and he has to create the Vision, and then, um, that has to be Paul Bettany.’ [laughs]

I mean, it took me three years before I could tell Paul that I’d had that conversation, but after that, I stopped. I was like, ‘that would be cool if there’s you know, if you have Ultron, and you have Vision and Paul played him. And Scarlet Witch and Pietro, definitely.’ They’re from my era, they’re very different, their powers are different. It’s not all punching, it gives a different palettes, we can do more interesting things, it’s fun; those things were all, yeah, those were absolutes.”

Avengers 2 Age of Ultron Official International Banner How & Why Ultrons Origins & Powers Are Different In The Avengers 2


And a few months earlier, in April 2014, Whedon said something similar to Empire, also explaining why James Spader (The Blacklist) was the perfect casting choice to help bring Ultron to life on the big screen.

“Before I took the first movie. For me what was interesting is that he is this angry, and I hired the smoothest talker in Hollywood to play him. I did it on purpose. I needed a guy who can give you the Morpheus but then can just LOSE HIS SHIT. Spader’s really good at that and he’s really good at finding the darkness, but also the comedy. The comedy is always a huge thing for me. Tom Hiddleston is hilarious. Hiddleston can turn on a dime, which is my favorite thing. He can be absolutely apocalyptic and then, ‘Um, point of order?’ Ultron has the same thing. He is very different, obviously, in his rhythms and his concepts, but for me it’s a guy who’s that angry and who hates the Avengers that much and is also a robot and is therefore going to have every issue that a robot’s going to have with humanity anyway… there’s a lot to play there. For me, he’s an iconic figure.”

As for changing up Ultron’s origin story, the official Avengers: Age of Ultron plot synopsis vaguely teased only that “Tony Stark tries to jumpstart a dormant peacekeeping program.” For some hopeful Marvel Comics readers, that seemed to lend credence to the possibility that perhaps the MCU’s older Hank Pym (played by Michael Douglas) could still have created an early version of this software in the past that Stark brings back – an interesting way to honor the comics and tie into Ant-Man – but promotional art for what seems to be Avengers 2 merchandise paints a very different picture with an Ultron profile that reads “first discovered as a simple computer program hidden among the ruins of the Chitauri invasion of New York.”

Ultron’s New Origin Story

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Whedon explains to Empire why Ultron’s origins (which may be partially alien in nature judging by the promo art description) need to be different in the films and there are several valid reasons for the changes:

“Of all the heat I’ve ever taken, not having Hank Pym was one of the bigger things. But the fact of the matter was, Edgar [Wright] had him first and by virtue of what Edgar was doing, there was no way for me to use him in this. I also thought it was a bridge too far. Ultron needs to be the brainchild of the Avengers, and in the world of the Avengers and the MCU, Tony Stark is that guy. Banner has elements of that guy – we don’t really think of him as being as irresponsible as Tony Stark, but the motherfucker tested gamma radiation on himself, with really terrible, way-worse-than-Tony-Stark results.

It didn’t make sense to introduce a third scientist, a third sciencetician, to do that. It was hard for me, because I grew up on the comics, to dump that, but at the end of the day, it’s a more interesting relationship between Tony and Ultron if Tony was once like, ‘You know what would be a really great idea?’ They’re doing what they always do – which is jump in headfirst, and then go, ‘Sorry, world!’ But you have to make it their responsibility without just making it their fault.”

If Ultron were introduced further down the road, in Phase 4 or beyond of the MCU, Pym would undoubtedly be involved in his creation. Instead Ultron – who is awesomely faithful in visual design and motivations to the comics – has been adapted and the changes make sense. If there is some alien connection to the character’s origins, and trust us, that Chitauri invasion note above will need some serious explanation in the films, than it could be a long-term play for setting up events in The Avengers: Infinity War in 2018-19 or something else beyond. We’re not going to focus on that now, but for comic readers, I’d recommend checking out the wonderfully written “Annihilation: Conquest” crossover event from Dan Abnett and Andy Lanning which connects Ultron to major space-based events and the beginnings of the modern Guardians of the Galaxy.

Ultron’s New Super Powers

The second Avengers: Age of Ultron trailer showcases one of Ultron’s lethal abilities – laser blasts from his fingers. He is of course, much more than just a robot equipped with high-tech weapons though.

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In Marvel Comics, Ultron continuously evolves and improves himself. We know from the words of Whedon and Spader (and images and footage from the film) that this aspect will hold true in the movie, especially when it comes to the character’s physicality. Just like software gets updates from its developers, Ultron finds ways to better himself. Just look how many suits of armor Stark constructed over the course of four movies and assume Ultron can build and upgrade even faster.

In addition to the basic physical traits of being able to fly and being super strong, durable and self-repairing in the comics, Ultron also possesses a variety of weapons, including some that can put enemies in a coma or allow Ultron to mind-control or hypnotize them. Add all that to the A.I.’s super computer way of thinking, and he can react, compute and strategize instantaneously.

In the films, he simply can’t be so powerful. If he was, there wouldn’t be much of a chance for Earth’s Mightiest Heroes to stand up to Ultron. So, did Whedon change things up in Avengers: Age of Ultron, and if so, how?

“Yeah, I did. The powers in comic books – they’re always like, ‘And then I can reverse the polarity of your ions!’ – well, we have to ground things a lot more. With Ultron, we have to make him slightly less omnipotent because he’d win. Bottom line. Also, having weaknesses and needs and foibles and alliances and actually caring what people think of him, all these things, are what make him a character and not just a tidal wave. A movie about a tidal wave can be great, but it’s different than a conflict between one side and the other.

When Ultron speaks, he has a point. He is really not on top of the fact that the point he’s making has nothing to do with the fact that he’s banoonoos. And that he hates the Avengers for bringing him into this world, and he can’t really articulate that or even understand how much he hates humanity. He thinks he’s all that. That guy is very fun to write. He combines all the iconic stuff. The powers he has are slightly different – he can control certain things, he’s not just firing repulsors.”

The repulsors are the assortment of weapons seen in Iron Man’s suits, his basic attack blasts, but by “controlling certain things” Whedon is likely referring to Ultron’s army and ability to interface with technology. So, just like Stark had J.A.R.V.I.S. commanding a legion of empty armored suits in Iron Man 3, Ultron has an army of drones. We can only assume that given his technological and A.I. nature, that Ultron’s ability to command tech can allow him to control anything he can interface with, perhaps even Iron Man armor…

Ultron’s Army & Armor

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What’s interesting about Ultron’s army is that it serves as as safety net for Ultron himself. Ultron Prime, as its dubbed, is the “main” and most advanced Ultron, the one that articulates with the most detail (top image and laser blast still) and moving parts. The first Ultron will be an Iron Man sort of suit and the in-between version (poster above) depicts Ultron like one of his many drones (or “sentries” according to the below tie-in merchandise image) before he upgrades again. That’s important to remember because every time Ultron is near death or destroyed, his “consciousness” can simply transfer to another drone, or theoretically, any sort of data storage device. He might be impossible to destroy in that sense.

Let’s not forget what Ultron is built out of. He starts in an Iron Man-esque form and upgrades at least two times in significant ways. Part of that evolution involves his armor. This is where the Black Panther connections come into play since we know that – just like in Marvel Comics – Ultron seek out the strongest of alloys to protect himself and that means the same fictional metal that Captain America’s shield is comprised of: vibranium.

Vibranium is the rarest of elements and in the Marvel universe it can only be found in Wakanda, the high-tech, secretive African nation reigned over by Black Panther. With Black Panther already cast (Chadwick Boseman will play him) and at least one Black Panther supporting character (Andy Serkis as Ulysses Klaw) from the comics confirmed by Disney, it’s a possibility that the plot of Avengers: Age of Ultron will see Ultron head to Wakanda to acquire this alloy to form Ultron Prime.

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Needless to say, Ultron is most dangerous villain Earth’s heroes have faced to date and that’s why The Avengers 2 will begin with the team already assembled and working together. According to Whedon, that was necessary to give time for Ultron to… disassemble them.

“My instinct was, ‘Let’s just come out of the gate saying there is an Avengers.’ So we can have more time to pick at them and tear them apart and hurt them and ultimately destroy them. I’ve been working on a lot of Ultron scenes, so I’m very anti-Avengers right now.”

For more tidbits on the Marvel Cinematic Universe’s depiction of Ultron, Spader describes Ultron as psychopathic and powerful, and Whedon describes Ultron as “genuinely disturbed” and “endearing and funny and strange and unexpected.” Ideally, Whedon hopes that audiences will understand and perhaps even agree with Ultron’s line of thinking in the movie. Check out our full interview with Joss Whedon from the set of Avengers: Age of Ultron for more and share your thoughts in the comments below. We’ll continually update this post as more information is revealed.

More: New Avengers 2 Images of Costumes, Hulkbuster & Vision

Marvel’s “Avengers: Age of Ultron” stars Robert Downey Jr., who returns as Iron Man, along with Chris Evans as Captain America, Chris Hemsworth as Thor and Mark Ruffalo as The Hulk. Together with Scarlett Johansson as Black Widow and Jeremy Renner as Hawkeye, and with the additional support of Samuel L. Jackson as Nick Fury, Don Cheadle as James Rhodes/War Machine, Cobie Smulders as Agent Maria Hill and Stellan Skarsgård as Erik Selvig, the team must reassemble to defeat James Spader as Ultron, a terrifying technological villain hell-bent on human extinction. Along the way, they confront two mysterious and powerful newcomers, Wanda Maximoff, played by Elizabeth Olsen, and Pietro Maximoff, played by Aaron Taylor-Johnson, and meet an old friend in a new form when Paul Bettany becomes Vision.

The Avengers: Age of Ultron releases in theaters on May 1 2015, followed by Ant-Man on July 17 2015, Captain America: Civil War on May 6 2016, Doctor Strange on November 4 2016, Guardians of the Galaxy 2 on May 5 2017, Spider-Man on July 28, 2017, Thor: Ragnarok on November 3 2017, Avengers: Infinity War – Part 1 on May 4 2018, Black Panther on July 6 2018, Captain Marvel on November 2 2018, Avengers: Infinity War – Part 2 on May 3 2019 and Inhumans on July 12, 2019.

Source: Empire

Ultron poster by Eddie Holly