Avengers: Age of Ultron (2015) – Complete Annotations

Avengers Age Of Ultron annotations

US release date: 1st May 2015
Writer/Director: Joss Whedon


Marvel Studios logo.

And then we are straight into it. We see a blue light, that turns out to be Loki’s Sceptre.

The opening shot of Avengers Age Of Ultron (2015)

It was not 100% clear on screen that this is an Infinity Gem, although we will discover it is the Mind Gem.

It is odd that the Mind Gem is even here. We last saw the gem (and sceptre) in The Avengers (2012), and although not seen, was likely taken into SHIELD custody. The story of how it got to here was covered in a comic book tie in Avengers: Age Of Ultron – This Scepter’d Isle, release in 2015.

We get a glimpse of the twins, who we saw at the end of Captain America: The Winter Soldier (2014). We will see more of them later.

The interiors is a set. The studio used for the film is Shepparton Studios in London. This was the main studio location for the film.

Out in the woods. Filming took place at Bourne Woods, Farnham, south east of London.

And our heroes. We first see Hawkeye, played by Jeremy Renner. Driving is Black Widow, played by Scarlett Johansson.

This is Renner’s 3rd appearance in the MCU. We last saw him in The Avengers (2012).

Renner was unhappy with his role in The Avengers (2012) and being sidelined and mind controlled. With this film, he and Whedon were eager to explore his character. Renner told Collider:

It’s a lot of the stuff that Joss [Whedon] and I talked about to do in the first one but it just didn’t work out that way, so it’s really exciting for me and Joss to kind of dive into the character a little bit more. There’s some wonderful secrets and relationships deepen, so there’s a lot more of him to deal with versus the hypnotized version of him.

This is Johansson’s 4th appearance in the MCU. We last saw her in Captain America: The Winter Soldier (2014).

It is worth noting that Johansson was pregnant during the time of shooting. This is more noticeable in the later fight scenes, where her face is more notably obscured, and her reaction shots seemed to be shot in isolation. She talked to Hero Complex about working whilst pregnant.

I was really, really happy to have a job, which I never imagined would be possible given what I do. But, yeah, I got to stay really active, and I couldn’t do as much of the physical stuff until later on. I got to kind of fill in the blanks afterward, but I relied on my awesome, awesome stunt double, Heidi Moneymaker, who’s just incredible and took a lot of the punches literally for me this time around. And then you know, I kind of helped her out on the back end. And that’s how we work, kind of tag team and stuff. It was great. I felt very, very fortunate that I could have a job.

Behind them is Iron Man. Played by Robert Downey Jr.

This is his 6th appearance in the MCU. We last saw him in Iron Man Three (2013).

Downey told Close-Up Film:

I hope people say ‘Wow’ after they see this film. When you have a big movie like this, there are big expectations. I hope that audiences feel as good about this as they did when they came and saw the third Iron Man. And the same as they did when they saw the most recent Captain America and Thor. This movie is incredibly fun and thoughtful – and it has great themes. There is also a whole bunch of new characters and it really raises the bar. That’s when I know it has my seal of approval.

Flying in is Thor, played by Chris Hemsworth.

This is his 4th appearance in the MCU. We last saw him in Thor: The Dark World (2013).

He told PopSugar:

We put up with Thor having stayed on Earth from Thor 2. So he’s here. He’s part of the team. This is his home for the moment. The initial kind of threat — attack — from Ultron is personal, because it’s at all the Avengers, and Thor then begins to see a bigger picture here about what this threat could be, potentially. And it begins to kind of tie in all of our films.

Captain America. Played by Chris Evans.

This is his 5th appearance in the MCU. We last saw him in Captain America: The Winter Soldier (2014).

Evans told Collider:

The team doesn’t have anyone to report to now. There’s no more S.H.I.E.L.D. so we’re all kind of depending upon one another, but that gives him an opportunity to kind of take more of a leadership role I suppose. Since there’s no one else giving him orders, he doesn’t have to question the chain of command or anyone’s motives, but it does mean he needs to rely on his team a lot more so it’s just kind of added a little bit more tension to the actual dynamic of the Avengers.

Then the Hulk. He is portrayed by Mark Ruffalo, in motion capture and as his alter ego Bruce Banner.

This is Ruffalo’s 3rd appearance in the MCU. We last saw him in Iron Man Three (2013).

Ruffalo told Collider:

 There’s more of him and I think there’s still – Banner and Hulk have kind of come to a detente [laughs]. We left this last one with this idea that I’m always angry and therefore I have some control over it, but like anger, when you think you have control over it, you absolutely don’t. So there’s still a wrangling going on and there’s a confrontation brewing between the Hulk consciousness and the Banner consciousness that I think we’re starting to head into right now.

Although Cap, Hulk and Iron Man appear to be nothing more than CGI.

Iron Man hits a snag as he tries to enter the castle. The castle is Fort Bard, in the town of Bard, Italy.

This opening scene is one long continuous shot, although full of CGI trickery. Very much a element of Joss Whedon‘s work.

They communicate with JARVIS as a satellite. He is voiced by Paul Bettany.

This is Bettany’s 5th time in the MCU as JARVIS. We last heard him in Iron Man Three (2013). Although his role will change into the Vision by the end of the film. The idea was from Whedon, who made it happen. Says Bettany (to Craveonline):

I just got a phone call from Joss, and he said… I’m thinking about this… It had been in the works for years, [but] there’s a sort of rule where if you play one character you’re not allowed to play another character, and they didn’t know how to figure that out, but Joss really wanted to bring The Vision in and he said, “I really want it to be you, Paul.” Which is lovely. “How are we going to make that work? We’re bending the rules.” He called me up and I was, as you can imagine, thrilled.

He tells us we are fighting Hydra. The evil organisation played a big role in Captain America: The Winter Soldier (2014).

Then we are inside. The titles tell us the Hydra base is in Sokovia, a fake country. It was created for the film.

We see Baron Von Strucker. He’s played by Thomas Kretschmann.

Strucker is a long serving Marvel villain, with ties to Captain America and the Nazis. He’s a HYDRA big wig, both in the comics and here. He also has a bald head and distinctive monocle. He had appeared in the post credits scene for Captain America: The Winter Soldier (2014).

He was created by Stan Lee and Jack Kirby. He first appeared in Sgt Fury and his Howling Commandos #5 (January 1964).

Kretschmann is a bigger star in his native Germany. He appeared in films like The Pianist, Valkyrie and more.

Talking to Strucker is a soldier played by Chris Lucas.

Also there is Doctor List, played by Henry Goodman. His character was created for the films.

And then the twins. Elizabeth Olsen as Wanda Maximoff, aka Scarlett Witch. Aaron Taylor-Johnson as Pietro Maximoff, aka Quicksilver.

Scarlett Witch is one of the mainstays of The Avengers in the comics. However, she is a mutant, and the child of Magneto in the comics, and first appeared as an X-Men villain. She later reformed and was an Avenger for many decades. She is often the conduit of X-Men/Avengers crossovers. Her powers were always a bit fluid, depending on the era. In the comics, she deals with chaos and shoots Hex bolts. Here, she has telekinesis and can play with minds. Although both her and Quicksilver, and the MCU in general, takes a lot from their Ultimates Comics versions.

She was created by Stan Lee and Jack Kirby. She first appeared in X-Men #4 (March 1964).

Olsen has famous older siblings, but she came to fame with a series of acclaimed roles in indie films like Martha Marcy May Marlene, Liberal Arts, Kill Your Darlings and more. She first appeared in the post credits sequence for Captain America: The Winter Soldier (2014), making this her 2nd appearance in the MCU.

Olsen told Collider:

It’s been so fun because you can’t be like, ‘Well, how does this magic witch hero move?’ There’s nothing physically that you can just reference from dance, martial arts, or anything like that. So we started off with Joss kind of having these ideas based off just images in the comics of what the hand gestures look like or the arms look like. And then I worked with a dancer, Jenny White, she’s a dancer and so the two of us get locked up in a room together and we move and we try and figure out what looked strong or where the energy comes from. But also in the film I get to have a journey of discovering how powerful she can be, in a way. So we gotta start somewhere, we gotta figure out what all those different levels are.

Saoirse Ronan was also considered for the role.

Pietro shares the same origins as his sister – son of Magneto, and a villain who reformed and joined the Avengers. His powers are much more easy to explain – he has super speed.

He was created by Stan Lee and Jack Kirby. He also first appeared in X-Men #4 (March 1964).

Taylor-Johnson broke through in the lead role of Nowhere Boy, portraying a young John Lennon, and followed it up in a memorable turn as Kick Ass.

Says Johnson to Collider:

When I spoke to Joss [Whedon] about it a lot time ago and he approached me for the role, it was one of the things I kind of wanted to keep, you know…one of them was I wanted to have white silver kind of hair to look like the character and the other one was that I could kind of embrace the roots of where he’s from, you know, being Eastern European, it would be great to do some kind of accent to enhance that kind of feeling so I’m glad that we’re doing it.

The cinematic rights to Scarlett Witch and Quicksilver were a major issue at this point. Being mutants, they partly fell into Fox’s ownership of everything mutant. Yet, because they were such long serving Avengers, they could also appear in the MCU (as long as they weren’t mutants). This led to a version of Quicksilver (and a hint of a Scarlett Witch) being used in X-Men Days Of Future Past, released one year earlier.

 The Iron Legion arrive in Sokovia, to help. The town is actually Aosta, Italy.

It’s worth noting that Iron Man Three (2013) saw the destruction of all of Stark’s various Iron Man armours. He seems to have made more.

 Quicksilver attacks Hawkeye.


 Quicksilver hits Cap. Hawkeye is hit.

Iron Man busts into the castle. In his MUD, we see the words, backwards, Target Locked.

Black Widow calms Banner down after the fight is over. This tactic – the sun is getting real low – has no antecedent in the comics. In fact, this whole special connection between the Hulk and Widow is new.

Cap finds Strucker. But is attacked by Scarlett Witch.

Stark finds a hidden lab.


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.”


The Iron Legion attack. The Avengers ultimately take them down.

As Ultron goes down, he sings a line of ‘there’s no strings on me’. It’s from Pinocchio, the song I’ve Got No Strings. Pinocchio, of course, is also owned by Disney.

The Avengers then play the “man was not meant to meddle” medley.


Cap refers to being different from SHIELD, a reference to the events of Captain America: The Winter Soldier (2014). If you just watch the Avengers films, then maybe it would be a bit weird as last time you saw SHIELD they were good guys.

Back in Sokovia with the Twins. Aosta, Italy again. They are drawn to a church.

There was an extended version of this scene.

We hear the back story of the twins. Their parents were killed by Stark’s missiles.


Back at Avengers tower. Von Strucker has been killed.

Apparently a scene where Ultron kills Von Strucker was shot but left out of the final film. Von Strucker would also be responsible for sending Ultron to South Africa.

The Banksy at the crime scene refers to British street artist Banksy, and his work in graffiti.

The investigate Strucker’s files. Cap and Stark make reference to Wakanda. It’s the home of the Black Panther in the comics (and later the films) and the home to Vibranium.

Note the Captain America recruitment poster in the office.

And they head to the shipyards. The establishing shot is the Chittagong Ship Breaking Yard in Bangladesh, on the north coast of Chittagong.

Inside is The Printworks, a large music and arts space in 143, Clapham Road, London.

Working there is Ulysses Klaue. He’s played by Andy Serkis.

Klaue is from the comics, the real identity of Klaw. He is a being made of solid sound, and often battles the Fantastic Four, Black Panther and the Avengers. He was the son of a Nazi scientist and became a scientist himself. His portrayal here, as a South African arms dealer, is very different. He has a great costume in the comics that would be very impractical in live action.

He was created by Stan Lee and Jack Kirby. He first appeared in Fantastic Four #53 (August 1966).

Serkis shot to world wide fame with his motion capture roles in Lord Of The Rings, immediately becoming one of the most iconic roles in cinema. He has managed to hide himself in roles, sometimes without any CGI. Serkis plays a dual role here – he is also a consultant on the motion capture stuff.

He is faced with Quicksilver and Scarlett Witch. Then Ultron arrives.

Klaw’s henchman. He’s played by Bently Kalu.

They deal in vibranium. In the millions.


Ultron chops off Klaw’s arm. In the comics, he is missing his right arm, not the left.

Iron Man, Thor and Cap arrive. Hawkeye and Black Widow flank the sides.

And they fight.

Note Black Widow’s enhanced costume.

Scarlett Witch plays with Thor’s mind. Thor enters a new space. It’s a church – Church Of St Bartholomew The Great, Cloth Fair, West Smithfield, London.

Hawkeye takes out Scarlett Witch.

Black Widow’s sequence. The location is Tring Park School for the Performing Arts. Mansion Drive, Tring, Hertfordshire, UK.

It has taken four films for us to look at Black Widow’s past, and origin. Her origin in the comics are mysterious, but it seems clear that she was a trained Russian operative, who went through a special program called The Red Room. She defected and became an Avenger.

A woman next to her is Madame B. She is played by Julie Delpy.

Madame B was created for the film, and not part of the comics.

Delpy is a star of arthouse cinema and a director in her own right. She is known for films like Before Sunrise.


Then the ballroom with Cap. Its the Rivoli Ballroom, 350 Brockley Road, Brockley, South London.

Peggy Carter is there. She is played by Hayley Atwell.

This is Atwell’s 4th appearance in the MCU. We last saw her in Captain America: The Winter Soldier (2014).

Thor sees Heimdall. He’s played by Idris Elba.

This Elba’s 3rd appearance in the MCU. We last saw him in Thor: The Dark World (2013).

Tom Hiddleston shot a Loki appearance in this dream sequence, that was ultimately cut. It was supposed to allude to his taking of the throne in Thor: The Dark World (2014).

In Thor’s vision, we get the briefest glimpse at the Infinity Gems.

The twins are outside. There is a shot of them at the shipyard, which is CGI magic.

Iron Man and Ultron take it outside. He blows him up, but to no avail.

Iron Man calls on Veronica. The name is a reference to Betty and Veronica from the Archie comics. Betty was Banner’s ex, played by Liv Tyler in The Incredible Hulk (2008).

Veronica is in fact the Hulkbuster Iron Man armour. It looks a lot like the version from the comics – a lot bigger and bulkier, and modular. It is never referred to as the Hulkbuster here. It debuted in Iron Man #304.

This is considered Iron Man Mark 44 in the MCU.

The Hulk heads towards town. It’s Johannesburg, South Africa.

Police are called in, and they drive in their point of view and encounter the Hulk. Exact location unknown.

The original idea was to make the Hulk grey. Hulk has been grey several pivotal times in the comics. There was even a pulled ad for a grey Funko Pop called Savage Hulk. It was decided it was too confusing and they changed him back to green.

Hulk rages as a cage drops around him. He’s on Von Brandis St, Johannesburg. The little courtyard is Fox St.


Iron Man mentions “Puny Banner”. Hulk regularly called his alter ego that in the comics.

The fight moves to Rissik Street, outside Johannesburg City Hall.

Then they smash through Brent Civic Centre. Not in Johannesburg, but Engineers Way, Wembley, Greater London.

Stark takes Hulk into a semi constructed building and brings it down. It’s actually a park behind city hall on Simmonds Street (we are looking west).


Quinjet takes us to a safe house. It’s Stratfield Saye House, Reading, Hampshire. All the buildings here were built for the film.

There to meet them is Laura. She’s played by Linda Cardellini.

A woman named Laura is married to Hawkeye in The Ultimates version of Marvel. Her short fate and characterisation is very different, and it’s probably only the name that is a nod. In the regular Marvel comics universe, there is no Laura.

Cardellini was part of the great cast for TV’s Freaks And Geeks, going on to ER and Bloodline.

The kids. The boy is Cooper Barton, played by Ben Sakamoto.

The daughter, Lila Barton, was played by twins Imogen and Isabella Poynton.

Later, Hawkeye and Laura chat. She totally supports his avenging.

Then the U-Gin Genetics Research Lab. It’s a place in Seoul called Sebichdungdungseom. It’s an arts and entertainment building.

The inside is the Sanofi factory. 2 Winstead Gardens, Dagenham, UK.

Cho is there, but so is Ultron.


Black Widow and Banner have their scene.

Cap and Stark have their scene too. A nice precursor to Captain America: Civil War (2016).


In the barn. Nick Fury is there. He’s played by Samuel L Jackson.

This is Jackson’s 7th appearance in the MCU. We last saw him in Captain America: The Winter Soldier (2014).

Stark makes a reference to Eugene O’Neill and a long day. O’Neill wrote the great play A Long Day’s Journey Into Night.

Then we’re with Thor. He is at Royal Holloway College. Egham Hill, Egham.

He drives an 2012 Audi A6.

He’s waiting for Erik Selvig. He’s played by Stellan Skarsgård.

This is his 4th appearance in the MCU. We last saw him in Thor: The Dark World (2013).

Back at the Barton home. Lots of exposition.

The Nexus. Not a real thing.

Back with Cho. She and Ultron are cooking something up. Ultron places the mind gem on the new android body.


Back at the house. Hawkeye gives his last mission speech. Contradicted almost immediately in the next year.

The Avengers head off.

Then Thor and Selvig in a cave. We imagine this has to be a set. The idea of this cave and how it works was made for the film.

This scene, and this storyline, was severely cut from the film.

Stark at the Nexus hub. Has to be a set too.

Talking to Stark is a tech played by Ingvild Delia.

Thor is back in his dream. And we see, finally, that the MacGuffins in the MCU films are connected – and are the Infinity Gems.

We first see Loki’s Sceptre. The mind gem.

The orb, last seen in Guardians Of The Galaxy (2014). It’s the power gem.

The Aether. Last seen in Thor: The Dark World (2014). The reality gem.

The Tesseract. Last seen in The Avengers (2012). The space gem.

They land not terribly subtly on something that looks like…a gauntlet?

The Time and Soul gems are missing.

The twins discover Ultron’s plan. When confronted, he refers to Noah from the bible. The story of Noah involved an ark and drowning a lot of people.

Ultron attacks Cho.

The quinjet arrives in Seoul, South Korea. We see Cap on a rooftop looking towards Banpo Bridge. He’s facing north. We assume he’s near Seocho.

Cap then inside with Cho, back on a set.

An aerial shot of Seoul. We see Mapo Bridge, a little west from where we were, along the Han River. We are looking south west.


A couple of reaction shots, and then Cap jumps onto Mapo Bridge.

Ultron and Cap fight.

The quinjet flies over a statue of two blue men and a red frame. That statue is real, and located in Seoul’s Digital Media City.

Then Cap and Ultron on top of the truck. They are on a big road – World Cup North Road. Black Widow follows on the same road.

It is worth noting that Scarlett Johansson did not go to South Korea at any point, due to her pregnancy. This was stunt work.

Black Widow rides up some stairs on an overpass, corner or Gyewondaehang-ro and Bokji-ro.

The fight then goes to under a highway. It’s the Dongbu Expressway.

Hawkeye engages the drones, who ultimately returns to get the back of the truck.


The the crash of the train through the market. This is Dorim-ro 128 Side Road.

Lots of advertising inside the train and on the street when the crash ends for Korean Air. Product placement.

Back at Avengers HQ. On Stark’s t-shirt is Bruce Lee.

Stark reveals their ally is JARVIS.

Ultron’s base. Sokovia. Likely a set. He’s with Black Widow.


Hawkeye tracks Widow with old school spy stuff.

Cap and the Twins arrive at Avengers HQ and there’s a bit of a fight. Thor arrives and does some magical thing.

And here he is. The Vision, played by Paul Bettany. It was a clever bit of casting to use Bettany as The Vision, building on his role of JARVIS.

The Vision is one of the longest serving Avengers, who also started as a villain, created by Ultron. He’s a robot, whose most notable power was the ability to phase through objects. His convoluted origin in the comics included the Andorra body of the original, 1940s, Human Torch and the brain of another Avenger, Wonder Man. All that is jettisoned here, with his new origin involving JARVIS and the mind gem.

He first appeared in Avengers #57 (October 1968) and was created by John Buscema and Roy Thomas.

There was an extended version of this scene, cut from the film.

It’s interesting that the first reaction shot we see after the Vision is born is Scarlet Witch’s. There is a big shared history between those two characters, who become romantically involved in the comics.

There is some (only slightly painful) dialogue that alludes to why he’s called The Vision.


The Vision does indeed have a cape in the comics, and it’s very cutely done here.

The Vision has never picked up Thor’s hammer in the comics.

Thor’s final line to Stark was apparently improvised by Chris Hemsworth.

Quicksilver has Adidias shoes. It’s product placement – those are called Prime Boost and were launched for the film.

Thor and Vision on the roof. Likely a plate and added later, we can see some New York landmarks, notably the Chrysler Building.

Tony loads a new operating system, named FRIDAY. She is voiced by Kerry Condon. Condon is best known for several TV roles, in series such as Rome, Luck and Better Call Saul.

Friday is indeed an AI created by Stark, although in the comics she has a holographic form. Her name is a nod to a Girl Friday, slang for a secretary. Here, FRIDAY is some sort of abbreviation but what it stands for has not yet been revealed.

There are other options, and we see one called JOCASTA. Jocasta in the comics is a female robot built by Ultron, and yet another villain turned hero. The writing on the third data drive we see is obscured.

Scarlett Witch gets a red jacket that would become her costume. It is a far cry from her comic book uniform. It is actually the only hint of her comics code name – she is never called Scarlett Witch in this film.

Back in Sokovia. In fact, it’s Aosta, Italy.

Quicksilver visits the police and tells them to evacuate. Location unknown.

There was more Quicksilver scenes that were cut.

Scarlett Witch on the streets. We see some people in an apartment. The location is 6 Via Caduti per la Libertà.

Then various shots of Aosta. Amongst them, Hawkeye perching at 13 Vicolo S Egidio.

Cap has a little speech in the quinjet.

We see a stone bridge, with people fleeing over it. It’s Via Roma Bridge.

Natasha is found by Banner.

The bridge that Cap is on is part of a set, constructed at training grounds of Hendon Police College, Colindale, North London. It’s an incredible set.

We then see Iron Man flying over the same set, in Hendon, to a church that was built for the film. Both the exteriors and interiors are a set.


Bunch of Ultron drones attack. They emerge from locations on the Hendon set.

A bit more Cap as he fights the Ultron drones.

Then Hawkeye and Scarlet Witch fight on a bridge. It’s Via Caduti per la Libertà Bridge.

Then Vision and Ultron face off.

Various fight scenes, leading to Quicksilver taking down a lot of drones. This is at Piazza Plouves, Aosta.

Ultron rips up the earth. This is all the set in Hendon, not any real destruction.

Banner is unleashed. Then Banner and Widow in the woods. Location unknown.

Some Quicksilver-ing through Aosta streets Via Torino and Via Vevey.

Cap at the bridge fights Ultrons. There’s going to be a lot more of this.


Hulk arrives.

Hawkeye and Scarlett Witch again. This time at the corner of Via Caduti per la Libertà and Via Martorey.

Cap and Thor save civilians in cars. The woman is played by Julia Krynke.

Black Widow has glowing batons. Not something she has from the comics. Also, her scenes mostly seem removed from the others. A very CGI looking background.

More Thor and Cap. Ultron attacks them.

Hawkeye battles on. Scarlett Witch returns, in her big moment.

Thor and Ultron fight.

Cap and Black Widow. Again Widow’s scenes are green screens. Her interactions with Cap look to be a stunt double as her face is never shown.

It basically breaks down like so: Cap and Thor are in Hendon, London. Hawkeye, Scarlett Witch and Quicksilver are in Italy. Widow seems to be on her own with various backgrounds.


A Helicarrier arrives, with Nick Fury. This is a bit weird, how it comes out of the blue. We last saw one in Captain America: The Winter Soldier (2014). There is a small scene in Agents Of SHIELD TV series that alludes to how Fury managed to get a Helicarrier, but it barely makes sense there. Oh well.

Along with Maria Hill, we see Specialist Cameron Klein, played by Aaron Himelstein. This is Himelstein’s 2nd appearance in the MCU, last appearing in Captain America: The Winter Soldier (2014).

Ultrons attack and War Machine is there to shoot them down.

Thor and Ultron. Chris Hemsworth is just pitch perfect with the humour chops.


A plan develops, that involves protecting the core. Or the key. Or the MacGuffin. It leads to a big hero shot.

Again, Widow’s reaction shots are shot elsewhere.

As the drones try to escape, and War Machine follows, we finally see Vision use his intangibility power.

Hawkeye and Widow go driving. It’s an Audi A3 Cabriolet.

Hawkeye sees a child. Notice that the shots make a deal that he actually steps onto the boat, and hence to safety. Good filmmaking.


Ultron returns. In the Avengers Quinjet. Why? How? Why not just fly?

Quicksilver is killed.

It is very Whedon to kill off main characters, yet Whedon denies it was his call.

Quicksilver is the first Avenger to die. The choice of character was probably made easier by the strange rights limbo that the character falls into. Being a mutant, he is technically part of the deal Marvel did with X-Men rights. But he is also very much an Avenger, and he falls, like his sister, in both camps. Just a year earlier Fox debuted the character in Days Of Future Past, to great acclaim.

That said, there were contingencies shot for Quicksilver surviving. Including his body being taken away and appearing in the final scene.

Noting the filmmaking, it’s interesting how hard Whedon leaned into making us think Hawkeye would die. The tension however was undercut by the announcement of Jeremy Renner joining the cast of Captain America Civil War (2016) before this film was released.

Hulk saves Widow and then attacks Ultron.

Scarlett Witch leaves her post to kill Ultron. Except he doesn’t die. And it allows a drone to activate the core or whatever. What a massive fail by Wanda.

Thor and Iron Man blow up the city in mid air.

Vision saves Scarlett Witch. Another nod to their relationship.

Everyone crashes into the water.

And the Hulk decides to leave the world behind. The Hulk’s fate was left ambiguous, and Whedon had wanted it to look like Hulk was going into space, but the studio wanted it more open ended. In the end, the Hulk did go into space and will be discovered in Thor: Ragnarok (2017).


Vision and the final Ultron drone have their moment. The location is unknown, although Whedon has revealed that this was shot in another location, the trees were added in post. I guess Ultron is killed here?

Hawkeye returns home. His retirement lasts less than a year, as he returns for Captain America Civil War (2016).

Tony drives a 2015 Audi R8.

Tony arrives at the New Avengers Facility in upstate New York. It is in fact the Sainsbury Centre For Visual Arts. It’s at the University of East Anglia, Norfolk Rd, Norwich NR4 7TJ, UK.

Then inside. A different location, it’s the ExCel Centre in East London. Royal Victoria Dock, 1 Western Gateway, London.

Widow gets a call, and she meets the new Barton baby. The name is Nathaniel Pietro Barton. Nathaniel being a male version of Natasha. Pietro being Quicksilver’s name. Hawkeye doesn’t have a son with this name in the comics.

Her phone is a Samsung Galaxy Edge S6. This was product placement and there was actually an Iron Man version of the phone released.

Is it odd that there is a Skype logo? You’d think that was added in post. Is it weird that Hawkeye uses Skype?

Fury arrives. He’s got a Samsung Galaxy Note Pro.

Then with Cap, Thor and Tony. Back at the Sainsbury Centre.

The discussion about Thor’s hammer. A nice way to hide the exposition about Vision keeping the mind gem. Incredible how Whedon uses the hammer as a gag, but also a jumping off point for so exposition.

Thor says four have turned up in recent years. Yet, how did he encounter the one in Guardians Of The Galaxy (2014)? And how did his vision not see the Time Gem, which is on earth, we discover, in Doctor Strange (2016).

Tony refers to Triple Yahtzee, a difficult play in the board game Yahtzee.

And Thor leaves through the Bifrost.


Cap mentions he went into the ice 75 years ago.

When Cap says that he is home, we hear some army chanting behind him. Whether that is figurative or something happening off screen, it helps to make his point.

Now Cap and Widow. At the ExCel.

Cap mentions the 27 Yankees. Given the nickname The Murderer’s Row, they were a legendary line up of the New York Yankees.

And the new line-up. Along with Cap and Widow, we get War Machine, Vision, Falcon and Scarlett Witch.

Apparently this scene went through several revisions. This included a recovered Quicksilver, and an out-of-nowhere Captain Marvel and Spider-Man.

The truncated line at the end is a nod to the popular Avengers catchphrase ‘Avengers Assemble’. It was the name of the first Avengers film in the UK.

Credits scene

Just the one. We see Thanos, played by Josh Brolin.

This is Brolin’s third appearance in the MCU. We last saw him in Guardians Of The Galaxy (2014).

He grabs an empty gauntlet. Basically making it clear that Thanos is coming for the infinity gems, a huge nod to the Infinity Gauntlet comic mini series.

This raised some questions. Notably, what about that gauntlet we saw in Odin’s vault in Thor (2010)? Well, it would be revealed to be a fake in Thor: Ragnarok (2017).

Then credits.

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