Continuing from last issue, Ultron is about to trigger a device that would atomize New York City, but at the crucial moment when the robot throws the switch, nothing happens. The Avengers attack, with the Vision informing Ultron that he destroyed the devices mechanisms preventing Ultron from detonating the explosion.

After Ultron makes his escape, the Avengers learn of Vision's manipulation at Ultron's hands, and use a mind probe to try and find any knowledge Vision might have regarding any weaknesses the new Adamantium-bodied Ultron may have. They learn that the only way to defeat Ultron's is to use a molecular rearranger device on his indestructible body.

Formulating a plan, they contact Dr. MacLain at S.H.I.E.L.D. headquarters to get the device, and contact the Black Panther (who is in Wakanda helping his people fight off invaders) to get a chunk of Vibranium.

Meanwhile, Ultron plots to kidnap Dr. MacLain in order to force him to build an army of robots to help in his conquest of Earth. Modifiying his body into "The Ultimate Ultron", the robot attacks MacLain as he addresses the United Nations. This leads to yet another counter attack by the Avengers, when Ultron attempts to absorb the knowledge of MacLain, the procedure goes wrong and Ultron begins to go insane, and sets himself to self destruct. However, the Avengers save the day by trapping him in a dome of Vibranium to contain the explosion. Later, "MacLain" is revealed to be Henry Pym in disguise who used self-hypnosis to convince everyone he was MacLain and when Ultron attempted to steal "MacLain's" knowledge, all he absorbed was the phrase "Thou Shalt Not Kill."

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