Avengers: Age of Ultron (2015) – Complete Annotations


Scarlett Witch plays with Tony’s mind. He has a strange vision.

It starts with a Chitauri Leviathan. We last saw one in The Avengers (2012).

Then we are in outer space. The Avengers are lying on the ground as the Chitauri invade Earth.

Stark grabs Loki’s Sceptre.

Then titles. Note it’s not ‘The’ Avengers. The comics have been almost always The Avengers, but there has been the odd exception.

A qunijet – the Avengers jet. The Avengers are inside.

 Banner is listening to the opera Norma. It is Act 1: Casta Diva, performed by Maria Callas. It was composed by Vincenzo Bellini.

Suspiciously obvious Beats headphones. Product placement.

The Avengers return to Avengers tower in New York, whose skyline we see. We see a memorial above Grand Central Station for The Battle Of New York, as seen in The Avengers (2012).

Waiting for them on the landing deck are two women. On the left is Doctor Helen Cho. She is played by Claudia Kim. With her is Maria Hill. She is played by Cobie Smulders.

Cho shares her name with a character in the comics. Helen Cho is the mother of Amadeus Cho, who would take on the mantle of the Hulk. This is a clear reference, although the characters and characteristics are very different. Amadeus Cho was speculated as a character in The Incredible Hulk (2008), but that seems to have been debunked.

Kim is a South Korean model who has also appeared in the series Marco Polo.

This is Smulder’s 3rd appearance in the MCU. We last saw her in Captain America: The Winter Soldier (2014).


In case it’s not obvious, Cap is referring to his own origin’s similarity with the revised ones of Scarlett Witch and Quicksilver.

The Avengers hang out in Avengers tower. The background slate is New York.

Whedon is very good at mapping out the geography of the space around action. The interior location is a set, built at Shepperton Studios.

Stark discovers there’s a gem inside Loki’s sceptre.

After checking in on Hawkeye, we meet Stark and Banner, science bros.

Stark mentions Pepper still runs his business. Pepper became the boss of Stark Industries in Iron Man Three (2013).

Stark mentions Veronica. We will meet her later.


Stark and Banner at work over several days.

Ultron awakens. We will meet him properly later.

We see inside the computer (I guess?). At the mention of Mr Stark, we see some footage of Stark from past Marvel films, including Iron Man (2008), the press conference, and Iron Man 2 (2010), the Stark Expo.

We also get a brief glimpse of Howard Stark, as portrayed by John Slattery. We last saw Slattery as Howard Stark in Iron Man 2 (2010). Since that time, the character has appeared younger in Captain America: The First Avenger (2011), played by Dominic Cooper.

We then get a lot of glimpses. Thor, Captain America, Falcon, Agent Coulson, Banner, Agent Carter, Hawkeye, War Machine, Maria Hill, Nick Fury, Black Widow. All taken from various previous films.

The after ‘peace in our time’, we see news footage of various wars.

Ultron takes down JARVIS.

Then the party. The music is Great Intentions by Damato. It’s a song used primarily for film music.

We see James Rhodes, aka War Machine, He’s played by Don Cheadle.

This is Cheadle’s 3rd appearance in the MCU, having last appeared in Iron Man Three (2013). It is the fourth appearance for the character of Rhodes.

We also see Sam Wilson, aka Falcon, playing pool. He’s played by Anthony Mackie.

This is Mackie’s 2nd time in the MCU. We last saw him in Captain America: The Winter Soldier (2014).

Then a nice explanation on why Pepper Potts and Jane Foster are not in the film.

Falcon mentions their missing person’s case. He’s referring to The Winter Soldier.


Thor and Cap talk to some veteran soldiers. One is Stan Lee in his cameo.

Thor mentions Brunhild’s fleet. Brunhild was a warrior princess in Norse mythology.

A drunken Stan Lee says ‘Excelsior!’. Very much Lee’s catchphrase.

Banner and Black Widow have their moment. Cap is creepily watching the whole time.

Cap says he’s seen her flirt. A nice deflection of the flirting that happened between Cap and Black Widow in Captain America: The Winter Soldier (2014).

This hammer challenge. Stark mentions if he wins, he will implement Prima Nocta. Basically a law that allows the ruler to sleep with anyone he pleases.

The look on Thor’s face when Cap tries is priceless. Thor then picks it up, no problems.

Then, a version of Ultron appears. He is voiced, and motion captured, by James Spader.

Ultron is a long serving Avengers villain with a rich history. In the comics, he was created by Hank Pym, and fought the Avengers many times over many decades. Apart from his creator, his essential elements remain intact – he’s a big tough robot who makes versions of himself.

He was created by Roy Thomas and John Buscema. He first appeared in Avengers #54 (July 1968).

Spader was known for roles in 80s teen films like Pretty In Pink, before finding a more interesting path through independent cinema in the 90s, and later TV shows like Boston Legal and The Blacklist. He has worked with Robert Downey Jr before, in Less Than Zero.

Spader told EW:

I just wanted to make sure this is the right entry for me, because I realized, “Once I play this, I burned any opportunity to play anything else.” Kevin said, “It can’t get any better than playing Ultron in Avengers: Age of Ultron!” I said, “When you put it that way, you’re right; it’s a pretty good entry.”

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