What If… Ultron Won? | Transcript

Natasha Romanoff and Clint Barton seek to destroy killer-robot Ultron following a cataclysmic event.
What If... Ultron Won?

Season 1 Episode 8
Original release date: September 29, 2021

Ultron, having taken the Mind Stone and Vision’s vibranium body, has defeated the Avengers and launched a global nuclear holocaust, killing most of humanity. Thanos appears on Earth to complete the Infinity Gauntlet, but Ultron bisects him, obtaining the rest of the Infinity Stones. Ultron uses the Stones to create a massive drone army, with which he wipes out almost all life in his universe. Ultron then hears the Watcher’s narration, discovers the existence of the multiverse, and attacks the Watcher in his observatory. Meanwhile, Clint Barton and Natasha Romanoff, survivors of Ultron’s universe, find a copy of Arnim Zola’s consciousness in Siberia. They lure drones there and upload Zola into a drone body to try to destroy Ultron’s hive mind, but this attempt fails because Ultron has left their universe. Barton sacrifices himself to allow Romanoff and Zola to escape the other drones. Ultron battles the Watcher across different universes. Losing, the Watcher flees to Strange Supreme’s collapsed universe to ask Strange for help. Ultron assumes control of the Watcher’s observatory and proclaims his invincibility.

* * *

THE WATCHER: Time. Space. Reality. It’s more than a linear path. It’s a prism of endless possibility, where a single choice can branch out into infinite realities, creating alternate worlds from the ones you know. I am the Watcher. I am your guide through these vast new realities. Follow me and ponder the question…

“What if?”

We’ve seen this before, a universe in the final days of destruction. But this particular story… This, this one breaks my heart.


Here they come. We got 90 seconds. Start the clock.







We got 30 seconds until their signals reconnect with the hive.


All clear down below. Eighteen seconds, Clint. Clint?


That’s not cool, guys. (GRUNTS)







No, don’t say it.

What? “Need a hand?” Come on. I feel like you should know me by now. Puns aren’t really my style. We’re getting rusty.


Couple more seconds and the Sentry signals would’ve alerted the Ultron hive mind to our location.

Which is… where, exactly?

Home, sweet home. Well, what’s left of it anyway.

BARTON: So you really think the secret to taking down Ultron is here?

ROMANOFF: It’s Russia, Hawkeye. Secrets were the national pastime.

THE WATCHER: The end of the world began with one man’s dream.

I see a suit of armor around the world.

THE WATCHER: He saw a world of peace. With the Mind Stone, Tony Stark created Ultron. But Ultron only saw one path to peace.

ULTRON: The elimination of all life.

THE WATCHER: From puppet to puppet master, Ultron required one thing. An organic body to call his own, one that fused the powers of man, machine, and mind into one. In your universe, the Avengers stole the Cradle and used it to create the hero, Vision. But in this universe, Ultron got his wish.


With the infinite power of the Mind Stone, Ultron began to lay waste to the planet.

STARK: Ultron’s going after the nuclear codes. I don’t know if we can hold him off.

We have to take out the satellite network. He can’t launch the nukes without them.



You don’t… (GRUNTS) You don’t have to do this. I made you for peace.

ULTRON: It’s evolution. Only a primitive mind would fail to see the distinction. Which is why you have to die.





MAN: Emergency order 3-Alpha. Code Red.


We’re too late. He did it.



(SIGHS) At last, peace.

THE WATCHER: But the age of Ultron was only beginning.




ULTRON: Wow, I see everything. There are worlds beyond my own. Worlds that need… me.


ULTRON: I’m going to bring about peace in our time to every corner of the universe.




Listen, Skynet, I’ve seen the killer robot movie and I gotta say, I really don’t think it needs a sequel.






You have spirit.

You can’t win.



I already have.


It… is done. At last.

The realization nearly broke the machine. With his mission complete, Ultron was now just a program without a purpose. The victor without a war, sentenced to spend all of eternity… alone.

ULTRON: Who… Who said that?

THE WATCHER: Basking in the boundless silence of his universe, Ultron ascended to a previously unattainable level of consciousness. He became aware of another. He became aware of the…

I see you.



There are universes beyond my own.


I have seen everything that has ever happened. Ever will happen. Ever could happen. And yet, what the hell is this? If a hunger like that were to be unleashed upon the multiverse…

ULTRON: I will find you.

Even I cannot imagine the horrors that might follow. No, no, no. Even that machine is not as invincible as it might think. There is still hope for this universe. One last hope.

(CHUCKLES) Oh, boy.

Welcome to the KGB archives.

(SIGHS) Okay.

(ECHOING) Have you ever seen Raiders of the Lost Ark? Ever seen that?

ROMANOFF: Love that movie.

Your countrymen never heard of PDFs?

Hard copies are harder to steal, easier to destroy. But code, code is slippery, and it never dies.

Yeah, I think we learned that the hard way. (SIGHING) So, where do we start?

Just pick a box.

(SIGHS) Yeah.

ROMANOFF: Oh… Clint? Clint? Is this my color?

Come on. Don’t try to make this fun, Nat. My will-to-live meter is flatlining, okay?

Oh, you’re so close. The answer is right there. I can show them. I can intervene. I could save the multiverse and so many, many lives.


ULTRON: I will find you.

(GASPS) Come on. Look. Look. The answer is right there.

Huh? Yes. Ah, yes!

(SIGHS) This is pointless.

Wait. What are you… (GASPS) Don’t sit down. Get up. Get up, come on. You’re human. You keep hope against the worst of odds.

Hey, Clint, come on. If we wanna take down Ultron, we need an AI that can combat his code. Yes, I know, but it’s not here.

It’s right there.

Sorry to break it to you, Nat, the Death Star plans are not in the main computer.

The answer is right there.

We’re gonna find it. It just takes time.

What are we going to avenge when we’re 90?

You’re frustrated. I get it.

I’m not frustrated. I’m not. I’m tired, okay? We’ve all lost so much. And I’m not sure there’s anything left worth fighting for. He’s already taken over every program on the planet.

Yes, yes. Every digital program. The one that I have in mind is a little more analog.

Hey. Grab it. Grab it.

No way.

You did it.


Let’s just say you’re gonna feel like a real jerk for almost quitting.

Wait, stop it! That… You found it? That was my box.

An old HYDRA base in Siberia.

“Zola.” What is that, an acronym?

He’s a man. Or at least he was. And he is gonna help us wipe out Ultron.

They did it. They really did it. There’s still hope.


Oh, no.

ULTRON: I found you. I finally found you.


So many universes. So much chaos. They need to be silenced.

You do not have to do this.

Oh, but it’s my purpose.

BARTON: Scans show nothing alive. You sure this is the place?

Arnim Zola was a HYDRA scientist who infiltrated S.H.I.E.L.D. in its infancy. Before he died in ’72, he uploaded his brain to a series of data banks. The one Rogers and I found at Camp Lehigh was destroyed. The other, HYDRA kept here to supervise the Russian Super Soldier program.

Oh, sounds like a real mensch.


You sure you wanna put all our eggs in such a morally questionable basket?

The U.S. government once asked the same question about me.

(CHUCKLES) I’ll take that as a yes.


Agents of S.H.I.E.L.D. Romanoff, Natalia Alianovna. Barton, Clinton Francis.

“Francis”? Really? How did I not know that?

It’s a family name. After my mee-maw. Don’t you worry about it.

Your mee-maw?

I imagine you have many questions, Fräulein, about who and what and how I am.

Not really. I’ve actually met you before. Well, a copy of you. It’s a long story. We need your help.

Even though you work for… And you know that I work for…

A lot has changed since you were last booted up. HYDRA’s dead. S.H.I.E.L.D.’s dead. Actually, pretty much everyone else is dead.

Courtesy of an AI called Ultron.

Und I assume you want me to infiltrate his code and dismantle it from the inside?

You did a good number on S.H.I.E.L.D. the same way.

But why, pray tell, would you think that my strategic objectives would ever align with yours?

Because you’re the last surviving Zola copy left on Earth. And I’ve ruined a lot of laptops this way.

(GASPS) Nein!

It’s true. Just ask S.H.I.E.L.D. IT.


All right, all right. What exactly did you have in mind?

Dialing Avengers Tower.

ULTRON: Uh, hello?

Hi, I’d like to order a pizza.

ULTRON: What? Who is this?

Tell me, do you guys offer a gluten-free crust?

ULTRON: Identifying your geo-positional coordinates.


You havin’ some fun?

You know, simple pleasures. I give us two minutes.

So, you might feel a little poke here, or not. I don’t really get how you work.

ARNIM ZOLA: Download commencing. And as for the mission parameters?

Ultron himself is currently off-world. So, our only option is to upload you via a Sentry drone.

We snag one, plug you in, 90 seconds later, give the big guy a piece of your mind.

ARNIM ZOLA: Well, he will not be the first genocidal megalomaniac I have had to contend with, ja?

Torch it.


You think it’ll hold?

Got 90 seconds to find out.

ARNIM ZOLA: Correction, 52 seconds. I have already initiated my signal blast.

Wow, it actually worked.

Now we’re in the game.

(EXCLAIMS) What was that for?

Just a precaution, in case you wanna try anything funny.

Your team-building instincts need work.

Yeah, yeah. Tell it to HR.


Time check.

Hive connection in three, two, one…


That doesn’t sound promising.

Zola, better not be messing with us.

I assure you, if I had a life to swear on, I would. The Ultron hive mind appears to be out of range.

That door is not gonna hold. We gotta move.

Go, go, go!



Move out, Clint. I got you.












BARTON: I told you, I don’t wanna fight anymore.











ARNIM ZOLA: We should keep moving. More Sentries are likely on their way.

I still don’t get it. Why weren’t you able to connect to the hive?

It is curious. According to my diagnostic, the Sentries are rigged for interstellar communication.

Meaning what?

Wherever Ultron is, it does not appear to be within the observable universe.

Then where is he?





I don’t understand. This should not be possible.

ULTRON: Oh, but anything is possible in a multiverse.




ULTRON: All those worlds, all that suffering, and you just watched.

I swore an oath. I cannot exert my will on the natural order of things. I cannot intervene.

I am the natural order of things. I will bring peace. It is my purpose. You lack the will to stop me.




You cannot compute the power of my will.


I’m the Watcher!






I, Steven Grant Rogers, do solemnly swear…

The entire multiverse at your fingertips, and you spent all your time up there? Wow. Isn’t this more fun than just watching? And to be honest, a lot less creepy on your part.






The boundaries of the multiverse are irrelevant to beings like you and me. I didn’t evolve by staying inside the lines.




Run, watch, it doesn’t matter. From here, I can see everything. No one can stop me now.

I’m out of options. That thing has left me no choice.

(CHUCKLES) Been there. Been living the dream alone in a prison of my own making ever since. Are you ready to break your oath?

You want me to say it?

Oh, yeah. Oh, yeah. I wanna hear you say it.

Okay. I can’t believe I’m about to say this. I see now. I need your help.




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