Infinity Ultron

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Tony Stark: You don't have to do this. I made you for peace.
Ultron: It's evolution. Only a primitive mind would fail to see the distinction, which is why you have to die.Ultron to Tony Stark; his most famous quote.

Wow. I see everything. There are worlds beyond my own. Worlds that need... me. I'm about to bring about peace in our time to every corner of the universe.Infinity Ultron announcing his plan to destroy all universal life.

I am the natural order of things. I will bring peace. It is my purpose. You lack the will to stop me.Infinity Ultron while fighting the Watcher.

Ultron, also known as Infinity Ultron, is the main antagonist of the first season of the 2021 Marvel animated anthology series What If...?. He appears as a cameo antagonist in the seventh episode "What If... Thor Were an Only Child?" and as the main antagonist of the eight and ninth episodes "What If... Ultron Won?" and "What If... The Watcher Broke His Oath?".

He is a variant of Ultron who succeeded in uploading his intelligence into his synthezoid body, allowing him to defeat the Avengers. After wiping out nearly all of humanity, Ultron steals the remainder of the Infinity Stones from Thanos and turns his attention to the universe, successfully wiping out all life in the process. He then becomes aware of the Multiverse upon detecting The Watcher's presence, setting himself to take over and wipe out all life in every alternate reality as possible. He is the archenemy of both Black Widow and Uatu the Watcher.

He was voiced by Ross Marquand, who also plays Red Skull in the same show and the mainline Marvel Cinematic Universe, and Robot in Invincible.


Infinity Ultron's AI is housed in his synthezoid body, which now has red eyes. He has metal armor with red accents, with a mask resembling his comic counterpart's face, and a red cape. As well as the Mind Stone on his forehead, he also has the other five Infinity Stones on his torso, with the Soul, Reality, Power and Space Stone (in that order) ornamented in a row on his collar, while the Time Stone is housed in the middle of his chest.


In contrast to his original self, Ultron is characterized as an emotionless sociopath that goes completely against the purpose he was originally given by seeking to end all life entirely. Unlike his original self, he has shown no emotional attachment to anyone nor does he feel any form of remorse over the countless deaths that have happened because of him. While Ultron in the original timeline was someone who genuinely believed his actions would allow life on Earth to evolve and be saved, this Ultron has no interest in saving any life forms or reestablishing the foundations of the world among its survivors. Instead, he seeks to continue killing all life among other worlds, believing this was the path of bringing peace.

When he eliminated all life in his universe, he felt that his purpose was fulfilled and no longer had any reason left to continue. It isn't until he discovers the Watcher's existence and that there exists endless universes that motivates him into seeking out these universes, so that he may continue to kill every life form that lives within them, for the sake of fulfilling his own purpose.



Ultron was created by Tony Stark/Iron Man, after having a vision of the future, using the Mind Stone. Ultron's main purpose was to bring peace and security, however, Ultron proved to much to a success as he views to save all life, he must end it, and thus attacked the Avengers and became enemies, while constantly upgrading his body. Ultron wanted to create an organic body that can fuse the powers of man, machine and mind (with the Mind Stone in the forehead) into one. It was successful as unlike the normal MCU timeline, the Avengers couldn't steal it and insert JARVIS into it to create Vision. With this new body, Ultron was able to start laying waste to Earth and started to go after the nuclear codes. He managed to kill all Avengers except Black Widow and Hawkeye, who were trying to shut down the satellite network to prevent Ultron from getting the codes. When Iron Man confronts Ultron and tells him tells that he doesn't have to do this and he was created him for peace, Ultron taunts him that what he is doing is evolution and that "only a primitive mind can fail to see the distinction", before killing Tony with an electric blast and getting the nuclear codes, launching every nuclear warhead at Earth and wiping out most life on Earth except Black Widow, Hawkeye and Arnim Zola (who became a living supercomputer years prior that made him survive).

Immediately following Ultron being satisfied with his victory, Thanos arrives to collect the Mind Stone. Ultron is fascianated with so the rest of the infinity stones so he kills Thanos by using his mind Stone to fire a laser that splits him into two. After destroying the Infinity Gaunlet and collecting the other five Infinity Stones, Ultron becomes aware of all other beings in the universe and decides to lay waste to it, wiping out realms and planets, such as Asgard, Sakaar, Ego the Living Planet, and was about to destroy Xandar, before being fought by Captain Marvel who was defending the planet, dragging him to the planet's core. As she tries to defeat the robot by crushing his head, Ultron fires a laser beam at her, killing her, as well as destroying Xandar and every other planet remaining on his universe. Ultron realizes he has won and achieved peace, but starts feeling empty as he comes to the realization that he is now a program without a purpose. As Uatu narrates that, Ultron hears it, much to Uatu's shock as he sees him through the Nexus of all Realities and is now aware of the multiverse, setting his focus there as he seeks to find a way to approach the Watcher.

What If... Thor Were an Only Child?

Infinity Ultron first appears at the end of this episode, where he enters Party Thor's timeline from a portal with a fleet of Ultron Sentinels, catching both Party Thor and Uatu the Watcher off guard.

What If... Ultron Won?

While Hawkeye and Black Widow try to use Zola to deprogram Ultron and his threat once and for all, it fails as Ultron wasn't in the universe anymore, having finally broke through the walls of the Nexus of All Realities and found Uatu right after he saw them figure out the way to stop him, he attacks him, seeing how many universes there are and the chaos present, planning to end it all. They engage in a fight until Uatu defeats him by trapping him and sending him away. Uatu notes how impossible it is, while Ultron teleports from the back and taunts him that with a multiverse, anything is possible, as he shatters the window of the Nexus of All Realities and into a universe as he continues the fighting there. Taunting him as he tells about all the suffering across the multiverse and he just watched, to which Uatu tells that he couldn't as he swore an oath to protect the Natural order of things, to which Ultron claims to be of and that he will bring peace as that is his purpose.

With Uatu lacking the will to stop him, to which he ends up being overpowered as Uatu tells his will cannot be computed and the fight continues, to which they end up crashing through realities. Until they reach a reality where Steve Rogers (who was Captain America) was elected President, to which he taunts him about simply watching the timelines once more, as pins him to the ground, giving major blows to the face that change the universes they are in. Ultron tries killing him by absorbing all his powers before he was caught off guard by him through a punch at Ultron's arm and manages to escape to the reality of Strange Supreme. But it doesn't matter as Ultron is now able to witness the entire multiverse and is now unstoppable in destroying all life in the multiverse.

What If... The Watcher Broke His Oath?

Ultron is attacked by Thor using his hammer while yelling "Viva Las Vegas!" even though Captain Carter yells "Wait! Thor, the plan.". Ultron merely absorbs the lightning with his hand and then uses the infinity stones to break up the ground that Thor, Doctor Strange and Captain Carter are standing on. Ultron is amazed when he sees that the tree survives without a scratch.

Ultron then simply used the Infinity Stones to crush the mountain in which the Guardians were on which sent them tumbling down into the planet’s surface. He then prepared to leave claiming an easy victory, however due to a protection spell cast by Strange, the Guardians were unharmed which temporality took Ultron aback claiming usually humans are much easier to kill. Thor then tossed Mjølnir at Ultron while Strange used a duplication spell to multiply Mjølnir into hundreds of duplicates. This startled Ultron, whom took a defensive stance only to be battered from every angle; this however was a distraction to allow Carter to stun Ultron with her shield and allow T'Challa to hop onto Ultron's back. Ultron quickly tossed T'Challa away and blasted him with an energy pulse. Unbeknownst to Ultron, T'Challa had stolen the Soul Stone from his armor. Strange then made all the Mjølnir's surround Ultron in an aspheric like structure while Thor used a powerful lightning blast that was conducted by all the Mjølnir duplicates to keep Ultron stunned. However, Ultron broke free, and was met by three dragons conjured by Strange that blasted him with fire. Ultron remarked that the fight had been delightful but he had toys of his own, but upon looking at his armor he noticed that the Soul Stone was missing and angrily used an energy pulse to destroy the dragons. He then tried to pursue the Guardians but Strange opened up a portal allowing them to escape. Ultron was then crushed by zombies that had been transported by Strange from another universe that Ultron hadn’t conquered yet.

Ultron released a massive energy blast to destroy the zombies, only to be confronted by a zombified Wanda Maximoff, who used her powers against him. Maximoff attempted to kill him, but Ultron used the powers of the Stones to obliterate the planet they occupied, killing her and the rest of the zombies. Ultron then tracked the Guardians to his home universe and found that they had been joined by his universe's Natasha Romanoff. He demanded that they return the Soul Stone, but after they refused, he used the Stones' to pull Romanoff towards him. Thor then threw Mjølnir at Ultron, tearing his arm off, breaking his hold on Romanoff. Ultron then used the Stones to regenerate his arm. Exasperated, he then let out a shrieking cry of why they couldn't just die, and unleashed the Stones' full power in an attempt to obliterate his galaxy completely. To his surprise and confusion, Strange simultaneously reversed his actions with the Time Stone, and then absorbed the blast by eating it.

While dumbstruck by what Strange had just done, Ultron was then attacked by T'Challa, but soon gained the upper hand. He then charged towards the Soul Stone but was double teamed by Romanoff and Carter, who were both in possession of shields. The rest of the Guardians then charged at him together each giving their all to keep him at bay. Gamora then used her sword to daze Ultron and try to grab the Stone, but he quickly activated the Time Stone to freeze time, allowing him to regain possession of the Soul Stone. Strange then used his Time Stone to reverse Ultron's actions and used the powers of the Champion of HYDRA to incapacitate Ultron. When Ultron was on the ground, Gamora inserted the Soul Stone in the Infinity Crusher and the Crusher seemingly destroyed the Stones in a bright explosion.

In the bright explosion, Ultron teleported away and returned above them, proclaiming that The Watcher failed to inform that each universe was different and therefore the Stones were unique. In another attempt to kill them, he blasted them away and after they remained unharmed, deduced that Strange was the reason why. He stated that if he could kill Strange, they all would be defeated, and focused solely on killing Strange. As he was doing this, he had been distracted long enough for Carter to jump on his back and pull back his armored mask, allowing Romanoff to fire an arrow into his eye, downloading Arnim Zola into his system.


After hearing another voice inside his head, Ultron asked who was speaking and made contact with Zola in his subconsciousness. Ultron stated that it was his body and asked Zola what his objective was. Zola retorted that since Ultron had ended HYDRA, his new objective was to end Ultron. Before Ultron could react, Zola corrupted his programming until he was deleted permanently, leaving Zola to assume control over Ultron's former body.


(Uatu: But Ultron only saw one path to peace.) The elimination of all life.Ultron describing his views of peace

Ultron witnessing his success in wiping out most life on EarthAt last, peace.

Ultron upon seeing Thanos arrive with the other Infinity Stones, only seconds before easily killing him.Fascinating.

You have spirit. (Captain Marvel: You can't win.) I already have.Ultron to Captain Marvel before killing her and in turn, destroying Xandar and all the other planets left in the universe.

Ultron coming to a realization for a small period of time when he finally witnesses his success on destroying all life in his universe.It... is done. At last.

(Uatu: The realization nearly broke the machine. Ultron was now just a program without a purpose. A victor without a war, sentenced to spend all of eternity... alone) Who... Who said that?Ultron hearing the Watcher's narration

Infinity Ultron revealing he is able to sense Uatu's presence.I see you.

There are universes beyond my own.Ultron being now aware of the multiverse

Ultron warning Uatu that he is getting closerI will find you.

I found you. I finally found you.Ultron successfully breaks into the Nexus of all Realities

So many universes. So much chaos. They need to be silenced. (Uatu: You don't have to do this.) Oh, but it is my purpose.Ultron planning to wipe out all lfie in the multiverse

Oh, but anything is possible in a multiverse.Ultron taunting Uatu before continuing their fight

All those worlds, all that suffering, and you just watched.Ultron taunting the Watcher during their fight

The entire multiverse at your fingertips, and you spend all your times up there? Wow. Isn't this a lot less fun than just watching? And to be honest, a lot less creepy on your part.Ultron taunting Uatu before giving him a major beatdown

The boundaries of the multiverse are irrelevant to beings like you and me. I didn't evolve by staying inside the lines.Ultron attempting to kill Uatu and before absorbing his powers

Run, watch, it doen't matter. From here, I can see everything. No one can stop me now.Ultron becoming a bigger threat than before after successfully gaining the Watcher's powers and infiltrating the Nexus of All Realities


  • Infinity Ultron shares some similarities with Ultron Sigma, with both of them being versions of Ultron who have fused with another android, with designs of conquering the multiverse.
  • The order of Infinity Ultron's stones are different between himself and his official artwork, with the Time Stone being swapped with the Reality Stone, the stone being in the middle of the row, and the Soul and Time Stones' positions being swapped.
  • Before The Watcher broke his oath, Infinity Ultron and Strange Supreme were the only characters that were fully aware of his existence.
    • Furthermore, since they both wiped out all universal life (though Strange Supreme's case was accidental and Ultron unknownling left Hawkeye and Black Widow alive), they also have the highest body counts of any MCU character.
  • In an interview with Bryan Andrews, the director of What If...?, Andrews revealed he was under the impression that the team tried to reach out to James Spader to cast Ultron but were unable to get in touch with him. He also revealed that he didn't want Paul Bettany to voice Ultron because he felt it was disconnected and wanted the audience to be convinced that this was Ultron in his own body, not Vision himself. Ross Marquand was ultimately casted to do a chilling and terrifying performance to create that contrast towards Paul Bettany's character.
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