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Avengers: Age of Ultron is a 2015 American superhero film based on the Marvel Comics superhero team the Avengers, produced by Marvel Studios and distributed by Walt Disney Studios Motion Pictures. It is the sequel to The Avengers (2012) and the 11th film in the Marvel Cinematic Universe (MCU). The film was written and directed by Joss Whedon and features an ensemble cast that includes Robert Downey Jr., Chris Hemsworth, Mark Ruffalo, Chris Evans, Scarlett Johansson, Jeremy Renner, Don Cheadle, Aaron Taylor-Johnson, Elizabeth Olsen, Paul Bettany, Cobie Smulders, Anthony Mackie, Hayley Atwell, Idris Elba, Stellan Skarsgård, James Spader, and Samuel L. Jackson. In the film, the Avengers fight Ultron, an artificial intelligence obsessed with causing human extinction.
The sequel was announced in May 2012 after the successful release of The Avengers, with Whedon set to return as writer and director in August. Whedon updated Ultron's origin for the film to involve the MCU's Avengers team, and introduced the characters Quicksilver and Scarlet Witch who Marvel shared the rights to with 20th Century Fox. Casting began in June 2013 with the re-signing of Downey. Second unit filming began in February 2014 in South Africa with principal photography taking place between March and August, primarily at Shepperton Studios in Surrey, England. Additional footage was filmed in Italy, South Korea, Bangladesh, New York City, and around England. With an estimated net production budget of $365 million, it is the second most expensive film ever made.
Avengers: Age of Ultron premiered in Los Angeles on April 13, 2015, and was released in the United States on May 1, 2015, as part of Phase Two of the MCU. The film received generally positive reviews from critics and grossed over $1.4 billion worldwide, becoming the fourth-highest-grossing film of 2015 as well as the fifth-highest-grossing film of all time. Two sequels, Avengers: Infinity War and Avengers: Endgame, was released in April 2018 and April 2019, respectively
In the Eastern European country of Sokovia, the Avengers—Tony Stark, Steve Rogers, Thor, Bruce Banner, Natasha Romanoff, and Clint Barton—raid a Hydra facility commanded by Baron Wolfgang von Strucker, who has been experimenting on humans using the scepter previously wielded by Loki. They encounter two of Strucker's test subjects—twins Pietro, who has superhuman speed, and Wanda Maximoff, who has telepathic and telekinetic abilities—and apprehend Strucker, while Stark retrieves Loki's scepter.
Stark and Banner discover an artificial intelligence within the scepter's gem, and secretly decide to use it to complete Stark's "Ultron" global defense program. The unexpectedly sentient Ultron, believing he must eradicate humanity to save Earth, eliminates Stark's A.I. J.A.R.V.I.S. and attacks the Avengers at their headquarters. Escaping with the scepter, Ultron uses the resources in Strucker's Sokovia base to upgrade his rudimentary body and build an army of robot drones. Having killed Strucker, he recruits the Maximoffs, who hold Stark responsible for their parents' deaths by his company's weapons, and goes to the base of arms dealer Ulysses Klaue in Johannesburg to obtain Wakandan vibranium. The Avengers attack Ultron and the Maximoffs, but Wanda subdues them with haunting visions, causing Banner to turn into the Hulk and rampage until Stark stops him with his anti-Hulk armor.[N 1]
A worldwide backlash over the resulting destruction, and the fears Wanda's hallucinations incited, send the team into hiding at a safe house. Thor departs to consult with Dr. Erik Selvig on the apocalyptic future he saw in his hallucination, while Nick Fury arrives and encourages the team to form a plan to stop Ultron. In Seoul, Ultron uses Loki's scepter to enslave the team's friend Dr. Helen Cho. They use her synthetic-tissue technology, vibranium, and the scepter's gem to craft a new body. As Ultron uploads himself into the body, Wanda is able to read his mind; discovering his plan for human extinction, the Maximoffs turn against Ultron. Rogers, Romanoff, and Barton find Ultron and retrieve the synthetic body, but Ultron captures Romanoff.
The Avengers fight amongst themselves when Stark and Banner secretly upload J.A.R.V.I.S.—who is still operational after hiding from Ultron inside the Internet—into the synthetic body. Thor returns to help activate the body, explaining based on his vision that the gem on its brow is the Mind Stone, one of the six Infinity Stones, the most powerful objects in existence. This "Vision" and the Maximoffs accompany the Avengers to Sokovia, where Ultron has used the remaining vibranium to build a machine to lift a large part of the capital city skyward, intending to crash it into the ground to cause global extinction. Banner rescues Romanoff, who awakens the Hulk for the battle. The Avengers fight Ultron's army while Fury arrives in a Helicarrier with Maria Hill, James Rhodes and S.H.I.E.L.D. agents to evacuate civilians. Pietro dies when he shields Barton from gunfire, and a vengeful Wanda abandons her post to destroy Ultron's primary body, which allows one of his drones to activate the machine. The city plummets, but Stark and Thor overload the machine and shatter the landmass. In the aftermath, the Hulk, unwilling to endanger Romanoff by being with her, departs in a Quinjet, while Vision confronts and seemingly destroys Ultron's last remaining body.
Later, with the Avengers having established a new base run by Fury, Hill, Cho, and Selvig, Thor returns to Asgard to learn more about the forces he suspects have manipulated recent events. As Stark leaves and Barton retires, Rogers and Romanoff prepare to train new Avengers: Rhodes, Vision, Sam Wilson, and Wanda.
In a mid-credits scene, Thanos, dissatisfied by the failures of his pawns, dons a gauntlet[N 2] and vows to retrieve the Infinity Stones himself.