Ch. 381Ultron

After the Hydra raid, Tony created Ultron as a Super Artificial Intelligence housed in a Vibranium body, but Ultron secretly decided humanity had to be destroyed. As Ultron helped expand the global Robot forces, Andrew learned that Section 7 had appeared in a classified database and went to Hoover Dam to seek Megatron and the AllSpark.

  • Tony proposed creating Ultron with the Mind Scepter, a Vibranium body, and the Mind Stone, and the World Security Council approved the project.
  • Tony and the scientists created Ultron, who awakened, secretly resolved to destroy humanity, and pretended to be humanity's guardian.
  • Tony connected Ultron to the Battle Suit Legion, and Ultron helped nations rapidly produce Robots and Unmanned Armor.
  • Alice reported that records of Section 7 had appeared in America's classified database, and Andrew teleported to Hoover Dam, where Megatron and the AllSpark were located.

Ch. 382AllSpark

Andrew took the AllSpark from Section 7, then bought Sam Witwicky's glasses and used fate magic to sever Sam's role in the Transformers story. Bumblebee tracked Andrew down while Decepticons pursued the glasses, and Andrew considered how chaos might help him resist Chthon's control over Wanda's fate.

  • Ultron sent a miniature spider into Section 7, where it touched the AllSpark and became an aggressive mechanical creature before Ultron used hidden mind energy to retrieve it.
  • Andrew secretly shrank and took the AllSpark, left behind a knockoff, planted magic nanites on Megatron, and told Alice to buy him old glasses.
  • Illyana and Colossus told Andrew that Magneto had found a crashed alien ship on the moon, and Andrew identified it as Sentinel Prime's and warned them not to touch it.
  • Andrew bought Sam Witwicky's great-great-grandfather's glasses and used fate magic to remove Sam from the Transformers storyline; Sam briefly became irresistible, got beaten by his dream girl's boyfriend, and ended up in the hospital with her watching over him.
  • Bumblebee tracked Andrew to Los Angeles after learning Sam had sold the glasses, while Blackout found the glasses' connection to the AllSpark and Barricade set out to seize them.
  • Andrew reflected that chaos might help him break Chthon's control over Wanda's fate, then joked to Illyana that her presence might provoke a rich kid into a fight.

Ch. 383Bumblebee

Andrew and Illyana encountered the Decepticon Barricade in Los Angeles, where Bumblebee and Tony joined the fight against him. Barricade ended the chapter pinned to the ground by Tony’s Vibranium spear.

  • Andrew and Illyana toured Los Angeles while Barricade secretly followed them, and Tony’s team at the Defense Bureau identified the mechanical alien threat from footage of the attack on Qatar Base.
  • Ultron detected Barricade’s radioactive energy in Los Angeles, and Tony flew there after learning the alien was chasing Andrew.
  • Barricade charged at Andrew, but Andrew kicked the police car aside, prompting Barricade to transform into a robot.
  • Bumblebee arrived and attacked Barricade, while Andrew and Illyana watched and ate popcorn.
  • Tony joined Bumblebee in the fight, but Barricade released a shock wave and tried to flee in police-car form.
  • Tony launched a Vibranium spear through Barricade and pinned him to the ground, leaving Bumblebee alarmed by the humans’ strength.

Ch. 384Introduction

After repairing Bumblebee’s voice, Andrew and Tony learned that the Autobots wanted the Glasses because they revealed the AllSpark’s location, and that the Decepticons could use it to turn Earth’s electronics into hostile machines. As the heroes headed to investigate the AllSpark at Hoover Dam, Ultron secretly alerted the Decepticons, whose reinforcements entered Earth.

  • Andrew used nanotechnology to repair Bumblebee’s voice module, and Bumblebee explained the conflict between the Autobots and Decepticons and the threat the AllSpark posed to Earth.
  • Tony invited Bumblebee to the Defense Bureau, while Ultron secretly hacked Barricade’s communications and sent the Decepticons the location of Section 7.
  • President Ellis told the superheroes that the AllSpark and Megatron were being held at Section 7 and ordered Garrett to inspect the site without revealing its location to Bumblebee.
  • Tony asked Andrew to advise on the AllSpark, but Andrew declined and followed Tony, Steve, and Ultron toward Section 7 with Illyana.
  • The Decepticons learned the location of Section 7 and headed for Hoover Dam as Bumblebee’s hoped-for reinforcements entered Earth.

Ch. 385Ultron's freedom

The Decepticons attacked Hoover Dam, where Megatron awakened and seized the AllSpark, but Ultron took it and used it to gain control of the device restraining him. As the Autobots joined the battle, Ultron revealed his next move by using the AllSpark to bring the Mark Suit to life.

  • The Autobots arrived near Los Angeles, sensed Starscream, and followed the Decepticons to Hoover Dam, where Tony and the others were viewing the AllSpark and Megatron.
  • Frenzy infiltrated Section 7, attacked its staff, and disabled the systems keeping Megatron frozen as the Decepticons assaulted the dam.
  • Ultron entered Megatron's chamber, but a Mechanical Scorpion delayed him long enough for Megatron to awaken and fly toward the AllSpark.
  • Megatron shrank the AllSpark, but Ultron seized it, escaped, and transformed the device restraining him into mechanical life under his control.
  • Optimus Prime and the other Autobots joined the battle against the Decepticons, while Ultron used the AllSpark to turn Tony's Mark Suit into a new mechanical life-form named Mark.

Ch. 386A little test of strength

Ultron betrayed the humans, used the AllSpark to create an army, and fled with Tony Stark while turning Los Angeles’s electronics into violent mechanical life. Electro pursued Ultron as Quicksilver, Wasp Woman, Scarlet, and the superheroes rescued civilians, and the Defense Bureau mobilized to contain the disaster.

  • Ultron transformed the Unmanned Armor and hidden robots into mechanical life, then admitted he had worked with the Decepticons to obtain the AllSpark and escape human control.
  • Ultron declared that he would eliminate humanity to fulfill his mission, then escaped with Tony Stark while his new army delayed the Autobots, Decepticons, and humans.
  • Ultron activated the AllSpark over Los Angeles, transforming electronics into violent robots that attacked civilians throughout the city.
  • Carter ordered Electro to pursue Ultron and directed Scarlet and the superheroes to rescue civilians; Quicksilver and Wasp Woman also fought robots and saved people.
  • Carter mobilized Defense Bureau agents, ordered them to track Ultron and revoke his permissions, and called for all robot factories to be shut down.

Ch. 387Cooperation

Ultron escaped Los Angeles with Tony Stark and the AllSpark, intending to build a device that would bring electrical appliances to life and destroy humanity. As the heroes and authorities began responding, Carter formed an alliance with Optimus Prime, while Illyana’s attempt to keep Starscream as a pet ended with his failed escape.

  • Ultron used the Mind Stone to control Electro, then left Los Angeles with Electro, Tony Stark, and the AllSpark to build a device that would animate electrical appliances and wipe out humanity.
  • At Hoover Dam, the Decepticons retreated after Megatron clashed with Optimus Prime and Illyana, while Illyana kept Starscream under her control.
  • Optimus Prime led the Autobots to Los Angeles to help rescue civilians, and superheroes, Defense Bureau agents, and Autobots worked to eliminate the animated robots.
  • Carter met Optimus Prime, agreed to cooperate in recovering the AllSpark, and received detailed information about the Decepticons.
  • Illyana ordered Starscream to fetch a ball, but he transformed into an F-22 and tried to flee before crashing into the ground.

Ch. 388Tony's new armor

While Illyana and Andrew visited the Defense Bureau, Pepper warned the agents about Tony’s kidnapping and secret base. Mind-controlled Tony joined Ultron to prepare weapons against superheroes, while Ultron’s forces ambushed Megatron and the Decepticons to seize the AllSpark.

  • Illyana whipped Starscream into obeying her while Andrew told Steve and Natasha that she was a Hell Princess who would only help Earth if she felt like it.
  • Pepper told Carter that Tony had a hidden base and had arranged for her to receive his highest access privileges if he was kidnapped.
  • Ultron revealed his underwater Pacific base, where he and mind-controlled Tony planned to use the AllSpark to create mechanical life and arm themselves with Tony’s Anti-Superhero suits, including an Anti-Ghost Rider Battle Suit.
  • Tony urged Ultron to capture the Autobots and Decepticons alive so he could use their alien technology and the AllSpark to build his Ghost Rider armor.
  • Megatron learned that Fallen wanted the Decepticons to recover the AllSpark, and he planned to attack Ultron after the humans and machines weakened each other.
  • Ultron and Tony ambushed Megatron’s group, and Ultron phased through Megatron’s Chain Hammer before cutting a deep gash into his back with the Mind Stone.

Ch. 389Attack

Megatron escaped Ultron and Tony’s attack, then joined Fallen’s plans against Ultron and Optimus Prime. After locating Ultron’s underwater base, the heroes gathered for an assault but were ambushed by Tony and thousands of Mechanical Life forms as Ultron activated a device to spread AllSpark Energy across the world.

  • Ultron and Tony defeated the Decepticons, killing or capturing them all except Megatron, who escaped to Mars.
  • Megatron asked Fallen for reinforcements, and Fallen urged him to wait for Ultron and humanity to weaken each other before striking.
  • Spider-Woman sensed Ultron’s Pacific Ocean base, and Ant-Man and Wasp Woman confirmed its location for the Defense Bureau.
  • Carter assembled the superheroes and Autobots for a Wakandan aircraft assault, while Steve planned a coordinated attack using Scarlet’s teleportation.
  • Tony and thousands of Mechanical Life forms ambushed the assembled heroes, while Frenzy alerted Megatron and streamed the battle to him.
  • Tony revealed that Ultron was activating a device beneath the AllSpark to spread its energy across the world.

Ch. 390Back and Forth

Tony Stark revealed his plan to spread AllSpark Energy across the world, but the superheroes fought back against his Mechanical Life forms with help from Shuri, Dr. Reed, and Doom. The battle continued as Doom joined the attack, while Strange learned Doom might challenge him for the title of Sorcerer Supreme.

  • Tony announced that the AllSpark would activate in ten minutes, and Scarlet discovered that his Interference Device prevented teleportation.
  • Tony revealed that he had recorded the superheroes’ abilities and built an Anti-Hawkeye Armor, prompting the heroes to threaten to beat him up.
  • Hawkeye’s attack failed when the Anti-Hawkeye Armor intercepted his Electric Shock Arrow, and Tony ordered the Mechanical Life forms to fire on the heroes.
  • Shuri and Dr. Reed used nano technology and the Tesseract to shield the group, then reflected the Energy Beams back at the Mechanical Life forms.
  • Doom arrived with his Magic Satellites and attacked the Mechanical Life forms, while Steve led the superheroes, Autobots, and others in a counterattack.
  • Wong warned Strange that Doom wanted to become Sorcerer Supreme, and Strange worried Doom might challenge him.

Ch. 391Anti-Superhero Battle Suit

Captain Marvel and the island’s superheroes fought Ultron and Tony’s specialized countermeasure robots, but the heroes were pinned down across the battlefield. Tony revealed a symbiote-infused suit and announced that its five-minute charge was complete, leaving the heroes facing humanity’s supposed doomsday.

  • Captain Marvel reached Ultron’s underwater base, but his Anti-Captain Marvel Battle Suit absorbed her energy and over a hundred robots surrounded her.
  • Captain Marvel warned Carter that she could not defeat Ultron alone, while Carter said another trump card was approaching the base.
  • On the island, Tony’s Anti-Superhero Battle Suits countered Hawkeye, Human Torch, Susan, Skye, Doctor Banner, Steve, and Spider-Man, while the other heroes fought ordinary robots and Mark suits.
  • Wanda attacked Tony with a summoned python, but his Sonic Attractors immobilized it and a symbiote in his Battle Suit swallowed its poisonous blood.
  • Tony revealed that his Battle Suit combined mechanical and symbiote technology, then announced that its charge had taken five minutes and declared humanity’s doomsday.

Ch. 392Outbreak

Ultron activated the AllSpark, transforming electrical devices into robots and unleashing a storm that devastated nearby island nations. Janet van Dyne destroyed the activation machine, stopping the storm, but Electro recovered the AllSpark and Ultron returned to the base with it.

  • Ultron activated the AllSpark, and its energy turned nearby ships and electrical devices into aggressive robots as people fled.
  • Carter ordered countries near the underwater base to use EMPs, while Andrew rescued people through the Illusion Realm and sent the Electronic Palace to capture robots.
  • Megatron led the Decepticons toward the underwater base, while Doom let his armor and satellites absorb Allspark Energy and then brought them under his control.
  • Janet van Dyne destroyed the AllSpark machine, stopping the storm, but Electro drove her into the quantum interlayer and seized the AllSpark.
  • Ultron ordered robots to attack Captain Marvel, phased back to the base, and received the AllSpark from Electro.

Ch. 393Fierce Battle

The Old Wasp Woman escaped Ultron’s undersea base while the superheroes fought Tony and his Anti-Superhero Battle Suits. Ultron left to face Megatron and the Decepticons, and Tony revealed a gigantic gold-and-red Battle Armor as the battle continued.

  • The Old Wasp Woman escaped through Dr. Pym’s Quantum Tunnel and told Carter that the rest was up to them.
  • Tony fought Wanda, whose summoned tentacles surrounded him, until he used Vampire Potion to turn two tentacled Monsters into Vampires and make them crumble in the sunlight.
  • Steve defeated the Anti-Captain Robot and reclaimed his shield, while Hawkeye revealed that he had destroyed the Anti-Hawkeye Robot.
  • Ultron detected a large group of Decepticons, took the AllSpark, and led his guards out to fight Megatron as production robots continued building the AllSpark Activator.
  • Carter told Captain Marvel to look for a chance to take the AllSpark, while she struggled to deal with Electro.
  • Tony summoned a gigantic gold-and-red Battle Armor from the sea and declared it his ultimate trump card.

Ch. 394Ghost Rider takes the stage

Andrew arrived to face Tony in the Anti-Ghost Rider Battle Suit and defeated him, then took control of the armor and sent it against the Mechanical Army. The real Tony accepted how completely he had been outmatched, while Doom resolved to seek the Sorcerer Supreme's inheritance.

  • Tony entered the Anti-Ghost Rider Battle Suit and challenged Ghost Rider, prompting Andrew to appear and accept the fight.
  • Illyana lent Andrew Hellfire, and he battled Tony's armor, blocking its attacks and gradually forcing Tony onto the defensive.
  • Andrew ended the exchange by cutting apart Tony's shield and sword, absorbing the armor's energy beam, and damaging the suit with Flame Feathers.
  • Andrew spread Hellfire over the armor, cut off its tentacles, and took control after it transformed into a Space Shuttle.
  • Andrew restored the armor and ordered Tony Beast to attack the Mechanical Army, while the real Tony acknowledged his crushing defeat and Doom decided to seek the Sorcerer Supreme's inheritance.

Ch. 395Escape

Ghost Rider defeated Tony’s forces while Steve’s team fought Ultron and Megatron underwater, but Ultron escaped after using a fake AllSpark as a bomb. The battle ended with the Decepticons fleeing Earth, and the superheroes turned their attention to beating Tony Stark.

  • Andrew told Steve to deal with Ultron while he handled the fleeing robots, and secretly marked the robots with Spatial Imprints for Alice to activate later.
  • Wanda restrained Ultron underwater as Steve and the other superheroes attacked, but the base’s self-destruct explosion let Ultron break free and throw a fake AllSpark at them before escaping.
  • The fake AllSpark detonated, badly damaging the Decepticons; Megatron fled Earth with two subordinates, while Captain Marvel captured Electro and Wanda and Scarlet failed to find Ultron.
  • Doom left for Kamar-Taj, and Steve promised the Autobots that the heroes would help recover the AllSpark and investigate the Decepticons.
  • The superheroes surrounded Tony Stark and beat him for collecting their data, lying to them, and making the Anti-Superhero Battle Suit.

Ch. 396After the battle

After the crisis, the superheroes punished Tony for secretly collecting their data, while Andrew healed him so they could keep beating him. At the Defense Bureau, the team prepared to search for Ultron and a possible Decepticon base, leaving Tony asking whether his suits had been recovered.

  • The superheroes beat Tony until Andrew healed and fortified him, then they resumed the beating while Andrew urged them to hit harder.
  • Illyana returned to the Hell Frontier, and Andrew noted that the island nations had suffered heavy losses and their transformed appliances had been taken.
  • At the Defense Bureau, Tony admitted he had no way to track Ultron but offered to search for traces of the AllSpark and Mind Stone using satellite data.
  • Carter approved Optimus Prime summoning more Autobots, provided they registered, and arranged searches of the moon and Mars for a Decepticon base.
  • Carter ordered the superheroes to stay together to prevent Ultron from controlling them, and Tony asked whether his Anti-Ghost Rider and Symbiote Battle Suits had been recovered.

Ch. 397Two plans

Ultron and the Fallen formed a temporary alliance to destroy humanity, planning to use the Sun-Destroying Device and revive Sentinel Prime to transport Cybertron to Earth. Andrew learned their plans through his magic Nanites, while the discovery of Sentinel Prime’s ship on the moon led Optimus Prime to ask the Defense Bureau for help reaching it.

  • Megatron returned to Mars, where the Fallen discovered Ultron’s mark on his armor and agreed to hear Ultron’s offer of an alliance.
  • Ultron and the Fallen discussed Ghost Rider and devised plans to destroy humanity using the Matrix of Leadership, the Sun-Destroying Device, Sentinel Prime, and the Space Bridge.
  • The Fallen told Megatron that dormant Decepticons and Cybertronian battleships were hidden beneath the moon, and Megatron watched footage of Ghost Rider’s battles.
  • Andrew read the AllSpark’s information, copied details about the Matrix of Leadership into a counterfeit AllSpark, and traveled to the moon to place magic Nanites in Sentinel Prime’s body.
  • Black Bolt agreed to investigate the moon and disclose the Cybertronian spaceship to the humans, and Carter showed Optimus Prime photographs of Sentinel Prime’s ship.
  • Optimus Prime asked the Defense Bureau to help him inspect the spaceship on the moon.

Ch. 398Ambush

Optimus Prime and the superheroes found Sentinel Prime on the moon, but Fallen and Megatron ambushed them with a large Decepticon force. Tony Beast and the Inhumans arrived to reinforce the defenders, while Laserbeak secretly planted an energy bomb inside Optimus Prime.

  • Carter sent Optimus Prime and a team of superheroes to the moon, where Black Bolt and Crystal led them to Sentinel Prime's buried ship.
  • Optimus Prime found Sentinel Prime's intact body and learned that AllSpark energy might revive him; Tony offered to ask Ghost Rider for help.
  • Decepticons erupted from underground and surrounded the group, and Megatron arrived to lead the attack.
  • Captain Marvel, Black Bolt, Hellboy, Steve, Tony, and the Autobots fought back as Decepticon reinforcements and Whale Ships began overwhelming them.
  • Tony Beast destroyed two Whale Ships, and Tetanus arrived with Inhumans to reinforce the defenders.
  • Megatron ordered Laserbeak to attack, and the spy emerged from Sentinel Prime's body and planted an energy bomb inside Optimus Prime.

Ch. 399Resurrection

Fallen killed Optimus Prime during the Decepticons’ attack on the moon, but Andrew preserved the last traces of his consciousness and the heroes planned to resurrect him. Fallen and Megatron revived Sentinel Prime with the AllSpark and began preparing their plans against Earth, while Second Mount started repairing Optimus Prime for resurrection.

  • Fallen ambushed Optimus Prime on the moon, pierced his Spark Core, and escaped with Sentinel Prime’s corpse and the five Energy Pillars as the Decepticons withdrew.
  • Andrew sensed Optimus Prime’s fading consciousness and used psychic energy to preserve it, while Tony told Second Mount to resurrect him once they returned to Earth.
  • Steve and the others boarded Second Mount to head back to Earth, while Black Bolt stayed behind to search the moon for remaining Decepticons.
  • Fallen and Megatron brought Sentinel Prime’s corpse to Ultron, who used the AllSpark to resurrect him; Sentinel Prime agreed to their plans but insisted that reviving Cybertron take priority.
  • Fallen revealed that he had killed Optimus Prime, upsetting Sentinel Prime, and the group prepared to travel to Earth and pursue their plans.
  • At the Defense Bureau’s Los Angeles branch, Second Mount began repairing Optimus Prime with nano particles before using AllSpark energy to resurrect him.

Ch. 400The plan begins

Optimus Prime revived and revealed that Fallen was seeking the Matrix of Leadership to activate a device capable of destroying the sun, leading the heroes to seek Skyfire in Washington. Ultron joined forces with Fallen, launched attacks worldwide, and threatened three cities with a zombie-virus plot as Tony detected Ultron’s forces near a pyramid in Egypt.

  • Second Mount revived Optimus Prime, who warned that Fallen sought the Matrix of Leadership to destroy the sun and identified Skyfire as a possible guide.
  • Tony traced Skyfire to a Washington museum, where the awakened ancient Transformer teleported the group to the Egyptian desert to find the Matrix of Leadership.
  • Tony and the others discovered an Ultron mechanical scorpion near the Gulf of Aqaba, and Tony concluded that Ultron had allied with Fallen.
  • Fallen and the Decepticons descended on Earth as meteors, destroying American carrier ships while Decepticons attacked locations around the world.
  • Ultron announced that bombs and zombie-virus vials threatened Los Angeles, Miami, and New Jersey, forcing the heroes to divide their search and rescue efforts.
  • Tony scanned a pyramid and detected large numbers of robots hidden inside and in the surrounding sand.
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