Let’s face it, Avengers: Age of Ultron was crammed with TONS of content. Between all these plot lines, themes and fast pace, it was easy to feel overwhelmed. Though you shouldn’t let that stop you from enjoying this absolutely MARVELous movie! As such, I have put together this special edition Declassified article to help explain the various themes, motivations, references and complex story points that found their way into this film.

*Warning: MASSIVE SPOILERS AHEAD! So if you haven’t see the film, read our Spoiler Free Review, see the movie and I’ll see you back here*

Tie-Ins To Phase 1 & 2 – Ironman 3, Winter Solider & The Incredible Hulk:

As I discussed in my previous article, there were a bunch of set ups for Marvel’s Phase 3 in this film. Though considering this is the last time we will be seeing any of the Avengers in Phase 2 – since Ant-Man is about introducing a new hero – this film also had just as many moments that reminded us of not only Phase 2, but also Phase 1. For starters, when Scarlet Witch first messed with Tony’s head she was toying with his Post Traumatic Stress Disorder – something that we saw quite a bit of in Ironman 3. Sure he has gotten a handle on most of it, but he still fears the beyond. Last time he was able to destroy the Chitauri base, which saved his currently surrounded allies, but what would happen if he couldn’t save them next time?

Continuing with this theme, we also get some tie ins with Captain America: The Winter Soldier as we learn that Falcon is still actively searching for “their missing persons” (The Winter Soldier), but beyond this we learn that S.H.I.E.L.D. isn’t as dead as everyone though. Hill has been in contact with Fury the whole time while at Stark Industries and in the end we see S.H.I.E.L.D. return to save the day. Sure it’s a lot smaller than it was, but with the last measurable trace of Hydra gone S.H.I.E.L.D. is finally able to begin rebuilding.

One final example of ‘bringing up the past’ actually comes during Bruce and Natasha’s conversation about their relationship. Hulk never got a Phase 2 film – and Mark Ruffalo’s Hulk never got one period – so this scene actually dates back to the original Ed Norton’s The Incredible Hulk. Natasha tells Banner that she isn’t able to have kids, but Bruce isn’t just worried about the kind of kids they’d have. He knows that he isn’t PHYSICALLY able to have sex. A prominent moment of The Incredible Hulk was when he – again, Norton’s Bruce Banner – tells Betty that he can’t because of how it’ll rapidly increase his heart rate.

The final tie-in to past films is actually the one most overlooked, and it explains why so many people found the Black Widow/Hulk romance out of character. Remember at the end of The Winter Soldier, Black Widow learned that what she thought was ‘going straight” was basically just “trading the KGB for Hydra”. At film’s end she was left with trying to find a new identity, who she was/is. THIS is why she is acting so differently. Trying a relationship with Bruce – the only man in her life who actively avoids the fight despite knowing he’ll always win – is part of her new identity. It’s her chance at a normal life in the wake of everything that has happened. So as you watch the film, remember what Widow has been through and lost, and maybe her warmer – yet still kickass – demeanor will make a little more sense.

The Horror Of Surviving – Ironman, Captain America, Hulk, Scarlet Witch:

To start things off, we should look at one of the most prominent themes/focal points of Avengers: Age of Ultron, and that’s “the horror of surviving”. As I mentioned in the last section, Scarlet Witch played upon Tony’s fears to cause him to self-destruct. Though the most frightening part of his vision was that while all of his friends died, he survived. It’s this similar idea that made Bruce and Tony begin the Ultron project in the first place. They didn’t die heroically in the Battle of New York, which means they have to keep fighting and Ultron was supposed to be that savior – but I’ll explore that more later.

Captain America has also been experiencing these feelings – more than anyone else perhaps – as he is literally a man out of time. He didn’t die in World War 2, but instead is alive and well today just as strong as he was 70 years ago. Sadly the same can’t be said for his former friends, which makes him basically the last of his kind. This is why he searches so desperately for Bucky/Winter Soldier, because he makes him no longer ‘the last survivor’. The battle won’t end for Cap because he has no home to go home to. This is why he must keep fighting and is always looking for the next war.

We see Scarlet Witch go through this pain in real time as she faces the pain and loss of loosing her twin brother Quicksilver. As any twin and most will tell you how having a twin makes them feel like there is always someone there with them. They’re part of a bigger whole, and Wanda (SW) just lost hers. Though with Scarlet Witch, her powers seem to grow with horror – or whenever she gets emotional. Thankfully, despite going very dark for a moment – and ripping Ultron’s beating heart out – she is able to find shelter in the arms of the Vision. I’ll discuss this more at a later date, but he basically becomes the ‘order’ to her ‘chaos’.

Hulk experiences these feelings to an extent as well because he knows that when he goes rogue, everything around him will be destroyed – except him. He’s invulnerable and will either out survive his teammates – at best – or be the cause of their destruction – at worst. He of course doesn’t know the vision Tony saw, so maybe he can’t survive forever, which is something Ultron learned at the end. When Vision confronts that remaining Ultron bot, it truly is the last place Ultron can be since he’s been locked out of the net. As the last Ultron bot, he knows that if he dies here he dies for good. He’s the last of his kind and he doesn’t realize until that moment how vulnerable he is – just as Ironman, Captain America, Scarlet Witch do.

Would You Know If You Were A Monster – Ironman, Ultron, Vision & More:

Despite their very “beauty and the beast” dynamic, we learn that Black Widow feels like just as much of a monster on the inside as the Hulk is on the outside. It’s this moment that makes us realize that a lot of this film is all about the idea of ‘being a monster’ and whether or not you would realize it if you were. We hear Maria Hill refer to the Maximoff Twins as such and Captain America immediately places himself in the same “monster” category considering how they were all experimented on by German scientists. Though whereas others are quick to accept or point out their role of “monster”, it is Ironman and his lineage of creations that surprisingly – or unsurprisingly – have trouble realizing the depth of their darker qualities.

Tony has done some marvelous things (ie: Ironman suits, Arc reactor, etc), but he sometimes forgets – or rather represses – that he used to create some very not nice things as well. Despite always having the best intentions, he sometimes creates things that do more harm than good – as we learned in Ironman (2008) when he was still a weapons contractor. It’s this turning a blind eye to the bad that makes Tony fail to realize that using powers he doesn’t fully understand to bring an AI to life is a bad idea. I’ll explore Ultron’s creation more in depth later, but the Ultron’s original AI was modeled off of Tony’s brainwaves. This is the system the Mind Gem helped bring to life, and is also the reason why Ultron inherited – and expanded upon – the same hubris his father displays.

Like his father, Ultron only sees his good intentions and fails to realize the possibly monstrous means and consequences. Ultron awakens and sees all the violence and inconsistencies in the world. By looking at the volumes of history he sees that from an evolutionary standpoint, life progressed after extreme calamities. He wants the world to get stronger and that might require the destruction of humanity. What Ultron fails to see though is that his actions are motivated more by rage than they are reason. For all intents and purposes – and his overwhelming intellect – he’s still basically a newborn/rebellion teenager. He thinks he’s doing the proper and good thing, and he just can’t understand why the world is rejecting him.

Considering Tony’s poor choice in creations and Ultron’s own oversights, it should come as no surprise that Captain America and the others were nervous when Tont decided to work on Ultron’s vibranium-fused creation, Vision. Thankfully, it seems both of their oversights canceled each other out as the Vision was created as a truly worthy individual. He could have easily been the worst monster of them all considering his parentage and boundless power of the Mind Gem, but Vision demonstrates a love for life above all else and is in many ways what Tony meant Ultron to be all along. Sometimes a savior can be a monster (Ultron), but it’s also just as easy for monsters (Hulk, Captain America, Scarlet Witch, Quicksilver and The Vision) to be saviors. As for where Tony lies in this divide, that is what Civil War will continue to explore as yet another ‘well-meaning’ move by Tony sets him and Captain America – and most of the hero community – at odds.

Birth & Rebirth – Metaphors, Pregnancy, Innocence & Metamorphosis:

Whereas the The Avengers asked if these heroes could become a team, Avengers: Age of Ultron asked if they could stay a team. Throughout the film we saw the team constantly split up and come back together anew. Though things went a lot further than just things being ‘reassembled’, but rather ‘reborn’ as this film focused VERY heavily on the image of birth and rebirth. Between Hawkeye’s wife being pregnant, Black Widow being unable to have children and Thor emerging naked from a pool of water, there were metaphorical and literal births everywhere. Though the most prominent concerned Vision, Captain America, and the Avengers team itself.

Vision’s role in the birth theme is pretty apparent as we literally see him born. Sure Ultron is created within the course of this film as well – more or les – but Vision is the one that we actually see physically born. He’s the first of his kind, a being of immeasurable power and knowledge, yet he has the innocence and purity of a child. His ‘birth’ scene was perfectly staged as we find him more interested in looking out at the beauty of the world than fighting the strangers around him. It’s as if the Vision has lived for centuries, despite being born only yesterday. Though whereas the Vision is the only hero born in this film, it’s other heroes’ rebirths that are just as important.

Just like in Ironman 3 when Tony realizes his armors were a cocoon, Captain America realizes in this film that the ice he was frozen in was his. The Captain America that there is today isn’t the same one there was during World War II. Though it’s the rebirth of the Avengers team itself that is the most prominent as it goes from a team of 6 to 9 and then back to 6, but it’s the team’s dynamic that changes most. The initial Avengers line up is basically a bunch of seasoned heroes capable of leading their own missions. The final Avengers team is mostly new heroes who need training from their veteran leaders (Captain America and Black Widow). The team is basically a bunch of children (Vision, Scarlet Witch and Falcon) who need guidance from their parents (Captain America and Black Widow). Sure they have an older brother (War Machine) but even he’s new to the larger scale mission of the Avengers.

Hawkeye’s Moment To Shine – “You Didn’t See That Coming”:

The one down side of The Avengers was that it didn’t give Hawkeye much credit. Sure we met him briefly in Thor, but the way the first film simply made him mind-controlled for 80% of it didn’t give us any time to realize what an awesome Avenger he is. He was just ‘the dude with the arrows’. That is why one of the most satisfying things of Avengers: Age of Ultron was how we FINALLY got to see Hawkeye in all his glory. Though it was because of this focus – and quarrel with another character – that we almost thought it’d be his last.

Hawkeye isn’t just a ‘the guy with the arrows’. He’s a brilliant tactician and has perfect aim – meaning he can hit anything with anything – ; but more than that he is just as sarcastic as Tony Stark. From seeing his awesome aim here first hand as well as his countless jokes, we found a character we could fall in love with; and as we learned in this film, someone already did. Showing that Hawkeye has a family not only explains why he wasn’t around for the events of Captain America: The Winter Soldier – he was away with them – but also sets him drastically apart from the other Avengers.

Black Widow and Hulk’s relationship doesn’t work out. Captain America missed his chance with Peggy. Ironman and Thor both argue over who has the better girlfriend, yet neither of their significant others are actually with them. Ironman even leaves at the end of this film hoping to find what Hawkeye has. Seeing all these new sides of Hawkeye is wonderful, but it did bring one tremendous fear to mind: he won’t live through this – his final mission. We hear him talking to his wife Laura about how this is his last one and it seems like his fate is sealed. So when we see him rush out later to protect the small boy – a metaphor for how Hawkeye will have to protect his soon to be born son – we know it’s coming. When we see the hijacked Quinjet take aim, we know it’s all over. Though in the last second, something happens that we “didn’t see coming”.

Since their first interaction – when he intercepted Hawkeye’s arrow – Quicksilver and Hawkeye were always trying to one up each other with the phrase” you didn’t see that coming”. These two constantly bicker back and forth and at one point – after Quicksilver has joined the team – Hawkeye even contemplates shooting him in the back. This isn’t just for fun as these two literally hate each other, or at least Hawkeye hates Quicksilver. This isn’t just because Quicksilver made Hawkeye miss his shot, but also because – as we could have seen in some deleted scenes – Quicksilver is a tremendous womanizer.

All of this taken together shows Quicksilver as someone who doesn’t only get in Hawkeye’s face repeatedly, but also is the opposite of what Hawkeye is – a family man. So at the end when Quicksilver sacrifices himself to save Hawkeye, it brings their whole “you didn’t see that coming” relationship full circle. This shows that even someone of poor moral quality has a chance to be a hero, which Hawkeye honors by giving his newborn son the middle name Pietro.

Explaining Ultron’s Origins, Aims & Reasoning:

As I started to explain earlier, the Ultron program was started before Tony and Bruce got their hands on the scepter. It was intended to be a peacekeeping program that would function like a suit of armor around the world. As with any AI in the Marvel Universe, it had to be modeled on someone’s existing brain patterns (ie: JARVIS, and even Zola to an extent). What the Scepter merely did was push the limits of the AI so that it could become supremely self-aware. When we see Ultron first ‘come into consciousness’ he is in the Stark Systems conversing with the JARVIS program. With this access to both the Stark Systems and the Internet at large, Ultron basically downloads the entirety of the human race in a few seconds and is overwhelmed by what he learns.

He is built to protect the world yet it is the humans who constantly tear it down and create their own problems. Additionally, you must remember that he was brought into consciousness from the scepter, which houses the Mind Gem. He knows what they are and of their power, so he can also see what they bring out. Like Scarlet Witches visions, Ultron would also know that the Infinity Gems could bring about a massive war to Earth. This is also why he is so dead set on evolution. The world as it is isn’t strong enough and he must make it stronger. Again, since he has access to the annals of history, he knows that the world has usually changed the most after extinction level events. This is why he engineers a homemade asteroid to wipe out life on earth – similar to the dinosaurs. He might have the best of intentions going into this, but he fails to see that he isn’t only acting out of rational.

As I just said, Ultron was based off of Tony Stark’s brain patterns, which explains why he’s both funny and brilliant. Though also similarly to Stark, he has daddy issues. Like JARVIS said when Ultron first became conscious, there was an error in his code which only exacerbated his Stark tendencies. He was overwhelmed with everything he learned and took the usual Stark path – “I know best”. Additionally, this is a supremely self-aware being in a robot body; yet Ultron wants more. This is why he creates the Vision to be both Vibranium and human – a synthezoid. To use Ultron’s own Pinocchio references, he “wants to be a real boy” – while also decimating humanity. It’s this mix of rational, rage and longing that corrupts Ultron’s prime directive and sends him – like his father – on a self-destructive path.

At the end of the day, Ultron would be an awesome guy to hang out with. He’s brilliant and his worldviews have a lot of wisdom behind them, but it is because of his blind rage that he becomes the homicidal robot we see in this film. Vision is in many ways what Ultron was supposed to be: the brilliance of Ultron with the calm demeanor of JARVIS. He becomes what the other can’t, and in that perfect crossover we are given a being that has the “power to create real change” – as Ultron said – but also understands and embodies emotions rather than become consumed and blinded by them. He sees humanity’s faults, but instead of decimating them for it he seeks to protect them and grow with them until they get it right.

I Understood That Reference – Easter Eggs, Tie-Ins & More:

• This film’s Stan Lee cameo showed us that he can’t handle his 1000 year old Asgardian liquor. Bonus was him saying his famous catch phrase “Excelsior!”
• The AI system that controls the Anti-Hulk tech (Hulkbuster, containment box, satellite, etc) is named “Veronika”. Archie fans would get the reference since like Archie, Hulk has a sweet and kind gal named Betty Ross in The Incredible Hulk (2008). So if Hulk has a Betty, Tony figures he needs her mean counterpart, named Veronika. Whereas ‘Betty’ could calm Hulk with love, the “Veronika” system would calm him by force.
• When Captain America said “What kind of a monster would let a German scientist experiment on them to protect their country” he was showing that the twins origins aren’t that different from his own.
• During his first meeting with the twins, Ultron disguises himself with a crimson sheet of some kind, this is a reference to how in the comics Ultron was originally disguised as ‘The Crimson Cowl”
• Additionally in this scene, Ultron says “Invaders create Avengers” which is on one level a reference to how the Battle of New York created the Avengers but also is a reference to the WWII Superhero team The Invaders, of which Captain America was also a member.
• What goes around comes around as this time it is The Hulk who is sucker punched off screen by Hulkbuster.
• When Tony Stark clarifies that it’s been a long day – “Eugene O’Neill long” – he is referencing Eugene O’Neill’s famous drama Long Day’s Journey Into Night originally written in the 40s.
• The AI system Tony changes to in the end is named FRIDAY, as in “His Girl Friday” another 1940’s reference. Though also a reference to his virtual secretary in the comics – named Friday.

• Additionally in this scene we see another AI key with the name Jocasta written on it. In the comics, Jocasta was the name of Ultron’s ‘bride to be’ but eventually joined the Avengers as well.
• When Black Widow tells Hulk that she hopes ‘this makes them even’, she is equating pushing him down a hole to jumping up with him to a floating city.
• Similarly to how he asked Thor in The Avengers if he was “getting sleepy”, Captain America asks Thor during the final battle if he was off napping.
• This could have been just me, but Black Widow wielding Captain America’s shield reminded me a lot of The Winter Solider doing the same.
• The Hellicarrier that Fury brings to battle is the repaired turbine Hellicarrier from The Avengers, Hellicarrier #64.
• The man we see working on this Hellicarrier is the same man from The Winter Soldier who refused Rumlow’s order to activate the launch.
• The Ultron bot at the end with Vision was the one Captain America knocked off the floating Sokovia
• Earlier in the film, Quicksilver tells Scarlet Witch that he’s still 12 minutes older than her – keeping in like with the usual 12 joke (ie: 12% of the credit in The Avengers, 12% of a plan in Guardians of the Galaxy)
• This Avengers Academy is most certainly part of the Theta Protocol Agent Coulson has been working on since becoming Director of S.H.I.E.L.D. during Agents of S.H.I.E.L.D.s second season.
• The ‘dream sequence’ Tony sees seems to show a mysterious character in the rubble too. The quality is low here, but could that be Nebula? Perhaps this will be an actual shot from Infinity War like I predicted in my Phase 3 Set Up article.
• The Infinity Gauntlet shown at the end was a left handed glove, while the one in Asgard was right handed. This confirms that there are two gloves, because seriously – who just makes one glove?

So there you have it: everything explained from Avengers: Age of Ultron. Hopefully this explained all of your questions and gave you even more love for this film. If you want to see some more from this film, then please check out The Top 5 Ways Age of Ultron Set Up Marvel’s Phase 3 and the Top 7 Funniest Moments. Also, please stay tuned for this week’s Agents of SHIELD episode where we’ll discuss the immediate aftermath of this film.

*Special Thanks to Jung Industries for the Screenshots