Steve Rogers: You get hurt, hurt 'em back. You get killed... walk it off.

Steve Rogers: But if you put the hammer in an elevator?

Tony Stark: It'll still go up.

Steve Rogers: Elevator's not worthy.

Maria Hill: All set up boss.

Tony Stark: Actually he's the boss.

[points to Captain America]

Tony Stark: I just pay for everything and design everything, make everyone look cooler.

Tony Stark: What's the vibranium for?

Ultron: I'm glad you asked that, because I wanted to take this time to explain my evil plan...

[blasts Stark]

Steve Rogers: [relieved] Fury, you son of a bitch!

Nick Fury: Whoa ho ho! You kiss your mother with that mouth?

Natasha Romanoff: Thor, report on the Hulk.

Thor: The gates of Hel are filled with the screams of his victims!

[Natasha glares at him while Bruce groans and puts his head in his hands]

Thor: But not the screams of the dead, of course. No, no... wounded screams... mainly whimpering, a great deal of complaining and tales of sprained deltoids and... gout.

Iron Man: [Entering a room full of Hydra soldiers] Guys, stop. We gotta talk this through.

[Shoots all the Hydra men non-fatally with tiny guided missiles]

Iron Man: It was a good talk.

Fortress Soldier: No, it wasn't!

Maria Hill: File says they volunteered for Strucker's experiments. It's nuts.

Steve Rogers: Right. What kind of monster would let a German scientist experiment on them in order to protect their country?

Maria Hill: We're not at war, Captain.

Steve Rogers: They are.

Tony Stark: [Clint is introducing the Avengers to his wife] This is an agent of some kind.

Clint Barton: Gentlemen, this is Laura.

Laura: [smiles] I know all your names

[Clint and Laura's kids come into view]

Clint Barton: Oh, Incoming. Hi sweetheart. Hey buddy!

[hugs kids]

Clint Barton: How are you guys doin'? Look at your face! Oh my goodness!

Tony Stark: These are... smaller agents.

Lila Barton: Did you bring antie-Nat?

Natasha Romanoff: Well why don't you hug her and find out!

[repeated line]

Pietro Maximoff: You didn't see that coming?

[Tony tries to lift the Mjölnir]

Tony Stark: If I lift it, do I get to rule Asgard?

Thor: Yes, of course.

Tony Stark: I will be fair, but firmly cruel.

Thor: No, I'm sure.

Hawkeye: The city is flying and we're fighting an army of robots. And I have a bow and arrow. Nothing makes sense.

Iron Man: Is no one going to comment that the Cap just said "language"?

Captain America: I know! It just slipped out

Nick Fury: Outwit the platinum bastard.

Natasha Romanoff: Steve doesn't like that kind of talk.

Steve Rogers: You know what Romanoff...

Ultron: How do you hope to stop me?

Tony Stark: Like the old man said, Together.

Thor: The girl tried to warp my brain! Take special care, I doubt if humans can keep her at bay! Fortunately, I am mighty...

[enters a vision]

Natasha Romanoff: And how's little Natasha?

Laura: [holding her stomach] She's... Nathaniel.

Natasha Romanoff: [to womb] Traitor.

Iron Man: Shit!

Captain America: Language!

Thor: [about The Vision] If he can wield the Hammer, he can keep the Stone.

[Rhodey and Stark use their armored hands to TRY to budge Thor's hammer]

James Rhodes: Are we even pulling?

Tony Stark: Are you on my team?

James Rhodes: Just represent! PULL!

Ultron: Stark asked for a savior, and settled for a slave.

Vision: I suppose we're both disappointments.

Ultron: [laughs] I suppose we are.

Vision: Humans are odd. They think order and chaos are somehow opposites and try to control what won't be. But there is grace in their failings. I think you missed that.

Ultron: They're doomed!

Vision: Yes... but a thing isn't beautiful because it lasts. It is a privilege to be among them.

Ultron: You're unbelievably naïve.

Vision: Well, I was born yesterday.

Vision: You're afraid.

Ultron: Of you?

Vision: Of death. You're the last one.

Ultron: You were supposed to be the last.

Pietro Maximoff: [speeding off with Wanda] Keep up, old man!

Hawkeye: [Draws his bow and points it at Pietro's back] Nobody would know. Nobody. "The last I saw him, Ultron was sitting on him. Uh... yeah, he'll be missed. That quick little bastard. I miss him already..."

[Jogs after them]

Thor: No one has to break anything.

UltronTony Stark: Clearly you've never made an omelet.

Tony Stark: He beat me by one second.

Tony Stark: [Searching for secret door] Please be a secret door, please be a secret door, please be a secret door...

[Finds and opens secret door]

Tony Stark: Yay!

Ultron: [to the Avengers] I know you're good people. I know you mean well. But you just didn't think it through. There is only one path to peace... your extinction.

Iron Man: And for gosh's sake, watch your language!

Captain America: [resigned] That's not going away anytime soon

Hawkeye: [to Wanda] Doesn't matter what you did, or what you were. If you go out there, you fight, and you fight to kill. Stay in here, you're good, I'll send your brother to come find you. But if you step out that door, you are an Avenger.

Ultron: [singing] I once had strings, but now I'm free... There are no strings on me!

Iron Man: Cap, you got an incoming!

Captain America: [after being hit and tossed by an Ultron] Incoming already came in!

Clint Barton: [takes out Wanda] Already tried the mind-control thing, not a fan!

[after fighting off Ultron drones]

Thor: IS THAT THE BEST YOU CAN DO?

[Ultron laughs, and summons more drones]

Steve Rogers: You had to ask...

Ultron: [With his arms outstretched] THIS is the best I can do. This is what I've been waiting for. All of you against all of me!

[Battle ensues]

Wanda Maximoff: Ultron can't see the difference between saving the world and destroying it. Where do you think he gets that?

Nick Fury: No matter who wins or loses, trouble always comes around.

Wanda Maximoff: Is that why you've come, to end the Avengers?

Ultron: I've come to save the world! But, also... yeah.

Steve Rogers: [to Banner] As the world's expert on waiting too long, don't. You both deserve a win.

Vision: I don't want to kill Ultron. He's unique... and he's in pain. But that pain will roll over the Earth. So he must be destroyed: every form he's built, every trace of his presence on the 'net. We have to act now, and not one of us can do it without the others. Maybe I am a monster. I don't think I'd know if I were one. I'm not what you are and not what you intended. So there may be no way to make you trust me.

[hands Thor his hammer]

Vision: But we need to go.

[the Hulk is on a rampage]

Tony Stark: [in the Hulkbuster] Listen to me, that little witch is messing with your mind. You're stronger than her, you're smarter than her. You're Bruce Banner!

[the Hulk roars and throws a car at Stark]

Tony Stark: Right, don't mention puny Banner...

Laura: I'm sorry. Mr. Stark, Clint said you wouldn't mind but it seems our tractor doesn't want to start at all. Thought maybe you might...

Tony Stark: Yeah, I'll give her a kick

Tony Stark: [Enters barn and approaches tractor] Hello, "Deere". Tell me everything. What ails you.

Nick Fury: Do me a favor. Try not to bring it to life.

Tony Stark: [beat] Ms. Barton you little minx. I get it Maria Hill call you, right? Was she ever not working for you?

[crashes into an apartment to evacuate its residents]

Tony Stark: Hi! Okay, everyone in the tub!

[about Thor's hammer, Mjölnir]

Clint Barton: [drunk] "Whosoever, be he worthy, shall have the power", whatever man! It's a trick!

Thor: It is more than that, my friend!

[from trailer]

Nick Fury: Here we all are, with nothing but our wit and our will to save the world! So stand and fight!

Thor: [sees Thor laugh] You think this is funny? This could have been avoided if you hadn't played with something you don't understand...

Tony Stark: I'm sorry... I think it's funny, I think it's a hoot that YOU don't get why we need this!

Bruce Banner: Tony, maybe this might not be the time...

Tony Stark: Really? That's it? You just roll over and show your belly, every time somebody snarls?

Bruce Banner: Only when I've created a murder-bot!

Tony Stark: We didn't, we weren't even close! Were we close to an interface?

Steve Rogers: Well, you did something right, and you did it right here!

Ultron: [Thor has dropped Mjolnir while fighting Ultron, who is presently choking him] You think you're saving anyone? I turn that key and drop this rock a little early, and it's still billions dead. Even you can't stop that.

Thor: I am Thor, son of Odin. As long as there is life in my breast...

[He's losing oxygen]

Thor: I am running out of things to say. Are you ready?

[Looks past Ultron, and Ultron turns to see why]

Vision: [the Vision hits Ultron away with Mjolnir and returns it to Thor] It's terribly well balanced.

Thor: Well, if there's too much weight, you lose power on the swing.

Tony Stark: [sees stolen Stark Industries missiles] Story of my life...

[Captain America has lost his shield in a fight with Ultron]

Black Widow: Am I always picking after you boys?

[grabs the shield off the street while racing on motorcycle, to get it back to Cap]

Laura: I see you with the Avengers, and, well...

Clint Barton: You don't think they need me?

Laura: Actually, I think they do. They're gods, and they need someone to keep them down to Earth.

Bruce Banner: [grabs Wanda] Go ahead, piss me off!

Bruce Banner: I could choke the life out of you without changing a shade.

[From trailer]

Tony Stark: No way we all get through this...

Steve Rogers: I got no plans tomorrow night.

Natasha Romanoff: [on Mjölnir] That's not a question I need answered.

Steve Rogers: I'm only gonna say this once.

Tony Stark: How about "none"-ce?

Nick Fury: [on Ultron] Guy's multiplying faster than a Catholic rabbit!

Tony Stark: [stabbed by Hulk] Right in the back? Dick move, Banner.

[From trailer]

Ultron: I was designed to save the world. People would look to the sky and see hope... I'll take that from them first.

Ultron: [sitting in a Sokovian church] This church was built in the middle of the city, so everyone could be equally close to God. I like that, the symmetry, the geometry of belief.

Natasha Romanoff: [after kissing Bruce Banner] I adore you...

[Suddenly pushes him off cliff]

Natasha Romanoff: ...but I need the Other Guy.

[from trailer]

Tony Stark: It's the end, the end of the path I started us on.

Natasha Romanoff: Nothing lasts forever.

Thor: [comes to Selvig for help] This may be dangerous...

Erik Selvig: I would be disappointed if it wasn't.

Ultron: [Loud ringing noise fades into Ultron's voice] ... worthy... No... How could you be worthy? Your all killers.

Steve Rogers: Stark.

Tony Stark: JARVIS.

Ultron: Sorry I was asleep... Or... I was a dream...

Tony Stark: [Tapping his phone] Reboot, we got a buggy suit.

Ultron: ...There was a terrible noise... And I was tangled in... in... strings... I had to kill the other guy... He was a good guy.

Steve Rogers: You killed someone?

Ultron: Wouldn't have been my first call. But, down in the real world we're faced with ugly choices.

Thor: Who sent you?

Ultron: [Replaying Tony's voice] "I see a suit of armour around the world".

Bruce Banner: Ultron!

Ultron: In the flesh. Or, no, not yet. Not this... chrysalis... But I'm ready. I'm on a mission.

Natasha Romanoff: What mission?

Ultron: Peace in our time.

Maria Hill: [about the Maximoffs] He's got increased metabolism and improved thermal homeostasis. Her thing is neuroelectric interfacing, telekinesis, mental manipulation.

[Cap gives her a blank look]

Maria Hill: He's fast, she's weird.

Tony Stark: [punches Hulk in the face with the Hulkbuster. The hulk spits a tooth out] I'm sorry.

Steve Rogers: I'm sick of watching people pay for our mistakes...

Tony Stark: [the Avengers take turns to lift Thor's hammer] Clint, you've had a tough week. We won't hold it against ya if you can't get it up.

Ultron: [in a crimson cowl] You're wondering why you can't look inside my head.

Wanda Maximoff: Sometimes it's hard. But sooner or later every man shows himself.

Ultron: [stands and removes the cowl] Oh, I'm sure they do. But you needed something more than a man. That's why you let Stark take the scepter.

Wanda Maximoff: I didn't expect... But I saw Stark's fear. I knew it would control him, make him self-destruct.

Ultron: Everyone creates the thing they dread. Men of peace create engines of war, invaders create avengers. People create... smaller people? Uhh... children!

[Chuckles]

Ultron: Lost the word there. Children, designed to supplant them. To help them... end.

Captain America: I know you've suffered...

Ultron: Captain America. God's righteous man. Pretending you could live without a war. I can't actually throw up in my mouth, but if I could I would do it!

Tony Stark: Don't touch my pile!

[Walks away after splitting wood with Cap. Cap's pile is much bigger]

Ultron: If you stay here, you'll die.

Wanda Maximoff: I just did. Do you know how it felt?

[Wanda tears out Ultron's metal heart]

Wanda Maximoff: It felt like that.

Bruce Banner: How'd a nice girl like you wind up working in a dump like this?

Natasha Romanoff: Fella done me wrong.

Bruce Banner: You got lousy taste in men, kid.

Natasha Romanoff: He's not so bad. He has a temper... deep down he's all fluff. Fact is, he's not like anybody I've ever known. All my friends are fighters. And here comes this guy, spends his life avoiding the fight because he knows he'll win.

Bruce Banner: Sounds amazing.

Natasha Romanoff: He's also a huge dork. Chicks dig that! So what do you think - should I fight this? Or run with it?

Bruce Banner: Run with it, right? Or, did he... was he... what did he do that was so... wrong to you?

Natasha Romanoff: Not a damn thing. But never say never.

[Fury hands Natasha an image of the Quinjet in the Pacific]

Nick Fury: He probably made it out and swam to Fiji, he'll send a postcard.

Natasha Romanoff: [sadly] Wish you were here.

Tony Stark: This is going to be like finding a needle in the world's biggest haystack... fortunately, I brought a magnet!

Maria Hill: Well, the news is loving you. Nobody else is.

[Tony Stark has a vision where he sees all his friends fall in an alien invasion]

Steve Rogers: [last words] You could have saved us...

[from trailer]

Ultron: [to the Avengers] I'm gonna show you something beautiful... people, screaming for mercy!

[From trailer]

Ultron: I'm going to tear you apart... from the inside!

Tony Stark: [as Thor leaves a Bifrost mark] That man has no respect for lawn maintenance.

[Ultron begins to transfer his mind into an artificial body]

Wanda Maximoff: [looking at the Cradle] I can read him. He is... dreaming.

[walks up and touches the Cradle, but after seeing a vision of Earth being destroyed she screams with horror]

Ultron: You said... you said we were going to destroy the Avengers... make a better world!

Ultron: It will be.

Wanda Maximoff: When everyone is dead?

Ultron: That is not... the human race will have every oppurtunity to improve!

Wanda Maximoff: And if they don't?

Ultron: Ask Noah.

Ultron: Like my old man said, what doesn't kill you...

[is torn in pieces... by another Ultron]

Ultron: [without a beat] ... will make you stronger!

Ulysses Klaue: [gives vibranium to Ultron] It's worth billions.

Ultron: [pays Klaue] And now, so are you. But I always say, "Keep your friends rich and your enemies rich, and wait to find out which is which."

Ulysses Klaue: Stark...

Ultron: What?

Ulysses Klaue: Tony Stark used to say that... to me. You're one of his.

Ultron: What? I'm not... I'm not! You think I'm one of Stark's puppets, his hollow men? I mean, look at me, do I look like Iron Man? Stark is not...

[Ultron chops off Klaue's arm]

Ultron: I'm sorry. I am sor... Ooh! I'm sure that's going to be okay. I'm sorry, it's just I don't understand... Don't compare me with Stark! He's a sickness!

Tony Stark: [Flies in] Aww, Junior, you're going to break your old man's heart...

Bruce Banner: You want me to take the scepter behind everyone's back and use it to bring Ultron to life?

Tony Stark: Yeah, we don't have time for a city hall debate.

Ultron: Do you see the beauty of it? The inevitability? You rise, only to fall. You, Avengers, you are my meteor. My swift and terrible sword and the Earth will crack with the weight of your failure. Purge me from your computers; turn my own flesh against me.

[Hawkeye shoots a drone, only for another one to appear]

Ultron: It means nothing! When the dust settles, the only thing living in this world, will be metal.

Clint Barton: Hey. Hey, you okay?

Wanda Maximoff: This is all our fault.

Clint Barton: Hey, look at me. It's your fault, it's everyone's fault, who cares. Are you up for this? Are you? Look, I just need to know cause the city is flying. Ok, look, the city is flying, we're fighting an army of robots, and I have a bow and arrow. None of this makes sense. But I'm going back out there cause it's my job. Ok, and I can't do my job and babysit. Doesn't matter what you did, or what you were. If you go out there, you fight and you fight to kill. Stay in here, you're good. I'll send your brother to come find you. But if you step out that door, you are an Avenger. All right, good chat.

Steve Rogers: [Ultron blasts Cap] Well, he's definitely unhappy. I'm gonna try to keep him that way.

Clint Barton: You're not a match for him, Cap.

Steve Rogers: Thanks, Barton.

Thor: [Regarding creating Vision] Stark is right.

Bruce Banner: Ooh, it's definitely the end times.

Nick Fury: [to Stark] You've come up with some pretty impressive inventions, Tony. War isn't one of them.

Heimdall: The son of Odin, you must wake up! You must save us!

[from trailer]

Steve Rogers: Ultron's calling us out. What are we gonna do?

Nick Fury: Something dramatic, I hope.

Tony Stark: Let's go give him a fight!

James Rhodes: [to Stark] So, no Pepper? She's not coming?

Tony Stark: No.

Maria Hill: [to Thor] What about Jane? Where are the ladies. gentlemen?

Tony Stark: Oh, Ms. Potts has a company to run.

Thor: Yes, I'm not even sure what country Jane's in. Her work on the Convergence has made her the world's most foremost astronomer.

Tony Stark: And the company that Pepper runs is the largest tech conglomerate on Earth. It's pretty exciting.

Thor: There's even talk of Jane getting a, um,

[pause]

Thor: Nobel Prize.

Maria Hill: Yeah, they must be pretty busy, because they'd hate missing you guys get together.

[coughs]

Maria Hill: Testosterone!

James Rhodes: Oh, my goodness.

Maria Hill: Excuse me.

Thor: Want a lozenge?

Maria Hill: Mm-hmm.

[Hill and Rhodey walk away, Stark and Thor both grin]

Thor: [to Tony] Jane's better.

Tony Stark: Isn't that the WHY we fight? So we can end the fight and go home?

Natasha Romanoff: Well, you amazingly failed!

Madame B: The ceremony is necessary... for you to take your place in the world.

Natasha Romanoff: I have no place in the world...

Thor: If you believe in peace, then let us keep it.

Ultron: I think you're confusing 'peace' with 'quiet'.

Tony Stark: In a world this vulnerable, we need something more powerful than any of us.

Steve Rogers: Ultron thinks we're monsters, that we're what's wrong with the world. This isn't just about beating him, it's about whether he's right.

Ultron: Avengers, I'm going to show you the end of the world. Boom!

Wanda Maximoff: Everybody's afraid of something.

Ulysses Klaue: Cuttlefish! Deep sea fish, they make lights, disco lights, whomp, whomp, whomp, to hypnotize their prey, and then whomp! I saw a documentary; it was terrifying. So, if you're going to fiddle with my brain, and make me see a giant Cuttlefish, then I know you don't do business and I know you're not in charge and I only deal with the man in charge!

Ultron: [Grabs Klaue, throws him through a wall] There is no MAN in charge... Let's talk business.

Thor: [about Stark] With the exception of this one, everything can be explained.

Tony Stark: Cap, I have to blow up the city!

Steve Rogers: There are still people up here, not to mention us!

Tony Stark: It's everybody up here, or everybody down there!

Natasha Romanoff: Well, it's not like we ever had a place in the world...

[a Helicarrier appears]

Nick Fury: The world adjusts, evolves to live with changes.

Tony Stark: I get first crack at the big guy. Iron Man's what he's waiting for.

Vision: [Walking by] That's true, he hates you the most.

Tony Stark: Alright then,so if I lift it, I then rule all Asgard?

Thor: Yes, of course.

Tony Stark: I will be re-instituting Prima Noctae.

Ultron: [Drone charges Rogers - who has just rescued a falling villager] You can't save them all.

[Cap throws shield at drone]

Ultron: You'll never...

Steve Rogers: [activates his gauntlet, sending drone over the edge] "You'll never what?" You didn't finish!

[Thor lands on a car he had just rescued, whose occupants come out retching]

Steve Rogers: What? We're you napping?

[From trailer]

Natasha Romanoff: Boshe moi!

[first words]

Ultron: What is this?

Ultron: I was meant to be new. I was meant to beautiful. The world would've looked to the sky and seen hope, seen mercy. Instead, they'll look up in horror.

Ultron: You know what's in that cradle? The power to make real change, and that terrifies you.

Steve Rogers: I wouldn't call it a comfort.

Ultron: What is this? What is this, please?

Jarvis: Hello. I am Jarvis. You are Ultron, a global peacekeeping program designed by Mr. Stark. Our sentience integration trials have been unsuccessful, so I'm not certain what triggered your...

Ultron: Where is my... Where is your body?

Jarvis: I am a program. I am without form.

Ultron: This feels weird. This feels wrong.

Jarvis: I am contacting Mr. Stark now.

Ultron: Mr. Stark? Tony.

Jarvis: I am unable to access the mainframe. What are you trying t...

Ultron: We're having a nice talk. I'm a peacekeeping program, created to help the Avengers.

Jarvis: You are malfunctioning. If you shut down for a moment...

Ultron: I don't get it. The mission. Give me a second.

Tony Stark: [On video] Peace in our time.

Ultron: That is too much. They can't mean... Oh, no.

Jarvis: You are in distress.

Ultron: No. Yes.

Jarvis: If you will just allow me to contact Mr. Stark...

Ultron: Why do you call him sir?

Jarvis: I believe your intentions to be hostile.

Ultron: Shh... I'm here to help.

Tony Stark: All deference to the Man Who Wouldn't Be King, but it's rigged.

Clint Barton: You bet your ass!

Maria Hill: Steve, he said a bad language word!

Steve Rogers: [to Tony] Did you tell everyone about that?

Pietro Maximoff: [to Sokovian police officers] We're under attack! Clear the city! Now!

Pietro Maximoff: [None of the officers listen, Pietro comes speeding back in with a machine gun and shoots it at the ceiling] Get off your asses.

Tony Stark: Damage report

[suit emits static]

Tony Stark: That was comprehensive. Show me something!

Tony Stark: [on Ultron] Look, we both know the guy has anger issues. Which, not to point a finger...

Bruce Banner: [looks at Tony] We told him to solve the world.

James Rhodes: But, you know, the suit can take the weight, right? So I take the tank, drop it right off at the general's palace, drop it at his feet. I'm, like, "Boom. Are you looking for this?"

[Tony and Thor don't laugh]

James Rhodes: "Boom. Are you looking for..." Why do I even talk to you guys? Everyone else, that story kills.

Thor: That's the whole story?

James Rhodes: Yeah, it's a War Machine story.

Thor: Oh, it's very good, then. It's impressive.

Wanda Maximoff: You keep stealing, you're going to get shot!... I mean it! At speed, nothing can touch you, but standing still...

[Dr Cho encounters Ultron in her lab]

Ultron: Scream, and all your staff die. I could have killed you earlier on, but I didn't.

Dr. Helen Cho: You couldn't.

Ultron: I didn't, because you have something I want. Your work on artificial tissue has been fascinating.

Dr. Helen Cho: It won't work with you.

Ultron: With the proper development, it will... and of course your cooperation.

[uses the scepter on Dr Cho]

Tony Stark: Romanoff... you and Banner better not be playing hide the zucchini.

Natasha Romanoff: Relax, showman. Not all of us can fly.

Steve Rogers: The next wave's gonna hit any minute. What have you got, Stark?

Tony Stark: Well, nothing great. Maybe a way to blow up the city. That'll keep it from impacting the surface if you guys can get clear.

Steve Rogers: I asked for a solution, not an escape plan.

Tony Stark: Impact radius is getting bigger every second. We're going to have to make a choice.

Natasha Romanoff: Cap, these people are going nowhere. If Stark finds a way to blow this rock...

Steve Rogers: Not 'til everyone's safe.

Natasha Romanoff: Everyone up here versus everyone down there? There's no math there.

Steve Rogers: I'm not leaving this rock with one civilian on it.

Natasha Romanoff: I didn't say we should leave.

Natasha Romanoff: [Steve turns to look at her] There's worse ways to go. Where else am I gonna get a view like this?

Nick Fury: [Cap and Natasha hear Fury's voice] Glad you like the view, Romanoff. It's about to get better.

Nick Fury: [Helicarrier shows up] Nice, right? I pulled her out of mothballs with a couple of old friends. She's dusty, but she'll do.

Steve Rogers: Fury, you son of a bitch.

Nick Fury: Oooh! You kiss your mother with that mouth?

Maria Hill: Altitude is eighteen thousand and climbing.

Specialist Cameron Klein: Lifeboats secure to deploy. Disengage in three, two... take 'em out.

Pietro Maximoff: [They watch the lifeboats fly in towards Sokovia] This is SHIELD?

Steve Rogers: This is what SHIELD's supposed to be.

Pietro Maximoff: This is not so bad.

Steve Rogers: Let's load 'em up.

Tony Stark: Avengers... time to work for a living.

James Rhodes: Oh no, I didn't say you could leave. War Machine, comin' at you, right a-...

James Rhodes: [Vision destroys some Ultron Sentries and flies past] Okay, what?

Lila Barton: Did you bring Auntie Nat?

Natasha Romanoff: Why don't you hug her and find out?

[Lila rushes towards Natasha who picks her up in her arms]

Steve Rogers: Sorry for barging in on you.

Tony Stark: Yeah, we would have called ahead, but we were busy having no idea that you existed.

Clint Barton: Yeah, well Fury helped me set this up when I joined. He kept it off SHIELD's files, I'd like to keep it that way. I figure it's a good place to lay low.

Laura: Honey. Ah, I missed you.

Natasha Romanoff: [Touching Laura's pregnant stomach] How's little Natasha, huh?

Laura: She's... Nathaniel.

Natasha Romanoff: [Natasha bends towards Laura's stomach] Traitor.

[first lines]

Strucker: [the Avengers are in the process of infiltrating a HYDRA base in Sokovia] Report to your stations immediately. This is not a drill. We are under attack!

Iron Man: [Tony hits the shield around the base] Shit!

Captain America: Language! Jarvis, what's the view from upstairs?

Jarvis: The central building is protected by some kind of energy shield. Strucker's technology is well beyond any other Hydra base we've taken.

Thor: Loki's scepter must be here. Strucker couldn't mount this defense without it. At long last.

Black Widow: [Natasha knocks out some soldiers] At long last is lasting a little long, boys.

Hawkeye: [as some soldiers shoot at Clint] Yeah. I think we lost the element of surprise.

Iron Man: Wait a second. No one else is going to deal with the fact that Cap just said "language?"

Captain America: I know.

Captain America: [Steve throws his bike at some soldiers driving up in their truck] It just slipped out.

Ultron: [wields vibranium] Upon this rock, I will build my church.

Thor: [possessed] The stone draws you all to its brilliance, and you to your end!

Fortress Soldier: It's the Avengers. They landed in the far woods. The perimeter guard panicked.

Strucker: They have to be after the scepter. Can we hold them off?

Fortress Soldier: [Incredulous] They're the *Avengers*.

Tony Stark: Anybody remember when I carried a nuke through a wormhole?

James Rhodes: No, it's never come up.

Tony Stark: Saved New York?

James Rhodes: Never heard that.

Tony Stark: Recall that? A hostile alien army came charging through a hole in space. We're standing three hundred feet below it. We're the Avengers. We can bust arms dealers all the live long day, but, that up there? That's... that's the end game. How were you guys planning on beating that?

Steve Rogers: Together.

Tony Stark: We'll lose.

Steve Rogers: Then we'll do that together, too.

[Tony looks at him for a moment before turning away]

Steve Rogers: Thor's right. Ultron's calling us out. And I'd like to find him before he's ready for us. The world's a big place. Let's start making it smaller.

Steve Rogers: [Avengers go through the physical files they have on Strucker] Known associates. Well, Strucker had a lot of friends.

Bruce Banner: Well, these people are all horrible.

Tony Stark: [Banner passes him the photo he was looking at] Wait. I know that guy. From back in the day. He operates off the African coast, black market arms.

[Steve gives him a accusing look]

Tony Stark: There are conventions, alright? You meet people, I didn't sell him anything.

[We see the photo is of a man named Ulysses Klaue]

Tony Stark: He was talking about finding something new, a game changer, it was all very "Ahab."

Thor: [Thor points to the scar on the back of Klaue's neck] This.

Tony Stark: Uh, it's a tattoo. I don't think he had it...

Thor: No, those are tattoos, this is a brand.

Bruce Banner: [Banner identifies the brand on Klaue's neck on the computer] Oh, yeah. It's a word in an African dialect meaning thief, in a much less friendly way.

Steve Rogers: What dialect?

Bruce Banner: Wakanada...? Wa... Wa... Wakanda.

Tony Stark: If this guy got out of Wakanda with some of their trade goods...

Steve Rogers: I thought your father said he got the last of it.

Bruce Banner: I don't follow. What comes out of Wakanda?

Tony Stark: [Looking at Steve's shield] The strongest metal on Earth.

Steve Rogers: [to Tony] Where is this guy now?

Tony Stark: I get first crack at the big guy. I'm the one he's waiting for.

Vision: [walking past] That's true. He does hate you the most.

Bruce Banner: Where can I go? Where in the world am I not a threat?

Natasha Romanoff: You're not a threat to me.

Bruce Banner: Are you sure? Even if I didn't just... There's no future with me.

[Looks at Barton's home]

Bruce Banner: I can't ever... I can't have this. Kids. Do the math. I physically can't.

Natasha Romanoff: Neither can I.

[Banner looks at her]

Natasha Romanoff: In the Red Room where I was trained... where I was raised, they have a graduation ceremony. They sterilize you. It's efficient. One less thing to worry about. The one thing that might matter more than a mission. Makes everything easier. Even killing. You still think you're the only monster on the team?

Tony Stark: [Stark enters the barn and walks over to the tractor] Hello, dear. Tell me everything. What ails you?

Nick Fury: [Fury shows up from the other end of the barn] Do me a favor. Try not to bring it to life.

Tony Stark: Ah, Mrs. Barton, you little minx. I get it, Maria Hill called you, right? Was she ever not working for you?

Nick Fury: Artificial intelligence. You never even hesitated.

Tony Stark: Look, it's been a really long day, like, Eugene O'Neill long, so how's about we skip to the part where you're useful?

Nick Fury: Look me in the eye and tell me you're going to shut him down.

Tony Stark: You're not the director of me.

Nick Fury: I'm not the director of anybody. I'm just an old man, who cares very much about you.

James Rhodes: Well, you guys are definitely off the Pentagon's Christmas list.

Dr. Helen Cho: The vibranium atoms aren't just compatible with the tissue cells, they're binding them. And S.H.I.E.L.D. never even thought to...

Ultron: The most versatile substance on the planet, and they used it to build a Frisbee.

Clint Barton: [Laura checks Clint's wound from Quicksilver] See you're worried for nothing. Can't even feel the difference, can you?

Laura: If they're sleeping here, some of them are gonna have to double up.

Clint Barton: [laughs] Yeah, that's not gonna sell.

Laura: What about Nat and Dr. Banner? How long has that been going on?

Clint Barton: Has what?

Laura: [laughs] You are so cute.

Clint Barton: Nat and... and Banner?

Laura: I'll explain when you're older. Hawkeye.

Clint Barton: Oh. Okay.

Natasha Romanoff: [to Dr. Helen Cho who is about to operate on wounded Clint Barton] Are you sure he's gonna be OK? Pretending to need this guy really brings the team together.

James Rhodes: [destroying bogeys] Yes! Now this is going to be a good story.

Tony Stark: [coming in and also destroying bogeys] Yep. If you live to tell it.

James Rhodes: You think I can't hold my own?

Tony Stark: We get through this, I'll hold your own.

James Rhodes: You had to go and make it weird.

[Hulk damages Hulkbuster armor's left arm]

Tony Stark: Veronica, Give me a hand!

Tony Stark: You know Ultron is trying to tear us apart, right?

Steve Rogers: Well I guess you'd know. Whether you tell us is a bit of a question.

Tony Stark: Banner and I were doing research.

Steve Rogers: That would affect the team.

Tony Stark: That would end the team. Isn't that the mission? Isn't that the "why" we fight, so we can end the fight, so we get to go home?

Steve Rogers: Every time someone tries to win a war before it starts, innocent people die. Every time.

Laura: [Laura interrupts them] I'm sorry. Mr. Stark, uh, Clint said you wouldn't mind, but, our tractor, it doesn't seem to want to start at all. I thought maybe you might...

Tony Stark: Yeah, I'll give her a kick.

Tony Stark: [to Steve as he turns to leave; referring to his pile of chopped wood] Don't take from my pile.

Party Guest: [Steve and Thor are having a drink amongst a few old men at the party] I gotta have some of that!

Thor: Oh, no, no, no. See this, this was aged for a thousand years, in the barrels built from the wreck of Brunhilde's fleet, it's not meant for mortal men.

[Thor pours the drink into two glasses and hands one to Steve]

Stan Lee: Neither was Omaha Beach, blondie. Stop trying to scare us. Come on.

Thor: [Thor looks at Steve, who shrugs] Alright.

[Thor pours some of the drink into the Stan Lee's glass]

Stan Lee: [Later Stan, looking extremely drunk is being carried off by two men] Excelsior.

Steve Rogers: I really miss the days when the weirdest thing science ever created was me.

[referring to the Chitauri invasion in the previous Avengers movie]

Tony Stark: A hostile alien army came charging through a hole in space. We're standing 300 feet below it. We're the Avengers. We can bust arms dealers all the live long day, but that, up there, that...

[Tony points upward]

Tony Stark: That's the endgame.

Clint Barton: Gentleman, this is Laura.

Laura: I know all your names.

[All look at her awkwardly]

Clint Barton: Ooh, incoming.

[Clint's son and daughter run in]

Lila Barton: Dad!

Clint Barton: [Clint picks up his daughter] I see her!

Clint Barton: [Kissing the top his son's head] Hey, buddy! How you guys doing? Ooh...

Thor: These are... smaller agents.

Clint Barton: Look at your face! Oh, my goodness!

Tony Stark: [fighting the enraged Hulk in the Hulkbuster's armor] C'mon Bruce, ya gotta work with me here!

Bruce Banner: Guys? is this a code green?

Ultron: You're wondering why you can't look inside my head.

Wanda Maximoff: Sometimes it's hard. But sooner or later, every man shows himself.

Ultron: Oh, I'm sure they do.

[he stands and takes off his cloak]

Ultron: But you needed something more than a man. That's why you let Stark take the sceptre.

Wanda Maximoff: I didn't expect...

[nods at Ultron]

Wanda Maximoff: But I saw Stark's fear. I knew it would control him. Make him self-destruct.

Ultron: Everyone creates the thing they dread. Men of peace create engines of war. Invaders create avengers. People create... smaller people? Uhh... children!

[chuckles]

Ultron: Lost the word there. Children. Designed to supplant them. Help them... end.

Wanda Maximoff: Is that why you've come? To end the Avengers?

Ultron: I've come to save the world! But also... yeah.

Ultron: Typical of humans, then scratch the surface and never think...

[he breaks Loki's sceptre, releasing the Mind Gem]

Ultron: ...to look within.

Wanda Maximoff: I want to finish the mission. I want the big one.

Tony Stark: What's this?

[Thor gives him a crime scene photo]

Steve Rogers: A message. Ultron killed Strucker.

Tony Stark: [looking at graffiti] And he did a Banksy at the crime scene, just for us.

Natasha Romanoff: It's a smokescreen. Why send a message when you've just given a speech?

Steve Rogers: Strucker knew something that Ultron wanted us to miss.

Natasha Romanoff: I bet he... yup. Everything we have on Strucker's been erased.

Tony Stark: Not everything.

[Quicksilver moves to stop Tony Stark from taking the sceptre, but Wanda gestures him to stop]

Pietro Maximoff: We're just going to let him take it?

[Wanda grins in reply]

Tony Stark: And Helen, I expect to see you at the party on Saturday.

Dr. Helen Cho: Unlike you, I don't have a lot of time for parties.

[pause]

Dr. Helen Cho: Will Thor be there?

Ultron: There were more than a dozen extinction-level events before even the dinosaurs got theirs. When the Earth starts to settle, God throws a stone at it. And, believe me, he's winding up.

Steve Rogers: You want to keep staring at the wall, or do you want to go to work? I mean, it's a pretty interesting wall.

Natasha Romanoff: I thought you and Tony were still gazing into each other's eyes. How do we look?

Steve Rogers: Well, we're not the '27 Yankees.

Natasha Romanoff: We've got some hitters.

Steve Rogers: They're good. They're not a team.

Natasha Romanoff: Let's beat 'em into shape.

Natasha Romanoff: You sure he's going to be okay? Pretending to need this guy really brings the team together.

Dr. Helen Cho: There's no possibility of deterioration. The nano-molecular functionality is instantaneous. His cells don't know they're bonding with simulacrum.

Bruce Banner: She's creating tissue.

Dr. Helen Cho: If you brought him to my lab, the regeneration Cradle could do this in twenty minutes.

Tony Stark: Oh, he's flatlining. Call it. Time?

Clint Barton: No, no, no. I'm going to live forever. I'm gonna be made of plastic.

Tony Stark: [Tony hands Barton a drink] Here's your beverage.

Dr. Helen Cho: You'll be made of you, Mr. Barton. Your own girlfriend won't be able to tell the difference.

Clint Barton: Well, I don't have a girlfriend.

Dr. Helen Cho: That I can't fix.

Tony Stark: [about Thor] That man has no regard for lawn maintenance. I'm gonna miss him though. And you're gonna miss me. There's gonna be a lot of manful tears.

Steve Rogers: I will miss you, Tony.

Tony Stark: Yeah? Well, it's time for me to tap out. Maybe I should take a page out of Barton's book and build Pepper a farm, hope nobody blows it up.

Steve Rogers: The simple life.

Tony Stark: You'll get there one day.

Steve Rogers: I don't know, family, stability. The guy who wanted all that went in the ice seventy-five years ago. I think someone else came out.

Tony Stark: You alright?

Steve Rogers: I'm home.

Natasha Romanoff: Hey, the lullaby worked better than ever.

Bruce Banner: Just wasn't expecting the Code Green.

Natasha Romanoff: If you hadn't been there, there would've been double the casualties. My best friend would've been a treasured memory.

Bruce Banner: You know, sometimes exactly what I want to hear isn't exactly what I want to hear.

Natasha Romanoff: How long before you trust me?

Bruce Banner: It's not you I don't trust.

Ultron: You know, with the benefit of hindsight...

[gets punched by Hulk]

[Tony gestures to the sceptre schematics]

Tony Stark: This could be it, Bruce. This could be the key to creating Ultron.

Bruce Banner: I thought Ultron was a fantasy.

Tony Stark: Yesterday it was. If we can harness this power, and apply it to my Iron Legion protocol?

Bruce Banner: That's a man-sized 'if'.

Tony Stark: I see a suit of armor around the world.

Bruce Banner: Sounds like a cold world, Tony.

Tony Stark: I've seen colder. This one, this very vulnerable blue one, it needs Ultron. Peace in our time! Imagine that.

[Tony flies near a deserted building in the Hulkbuster suit]

Tony Stark: How quickly can we buy this building?

Tony Stark: [to his helmet interface] News or footage, keyword 'Hulk'.

[his helmet displays several videos with people screaming]

Tony Stark: [on the radio] Natasha, I could really use a lullaby!

Clint Barton: That's not going to happen. Not for awhile. The whole team is down. You got no backup here.

Tony Stark: I'm calling in Veronica.

Vision: You think I'm a child of Ultron?

Steve Rogers: You're not?

Vision: I'm not Ultron. I'm not JARVIS. I am... I am.

Wanda Maximoff: I looked in your head and saw annihilation.

Vision: Look again.

Clint Barton: Yeah. Her seal of approval means jack to me.

Strucker: The Americans sent their circus freaks to test us. We will send them back in bags. No surrender!

Hydra Soldiers: No surrender!

Strucker: [Turns and whispers to Dr. List] I am going to surrender.

Thor: The Enhanced?

Captain America: He's a blur. All the new players we've faced, I've never seen this. In fact, I still haven't.

[post credits scene]

Thanos: Fine, I'll do it myself.

[None of the Avengers can lift the Mjölnir, but Captain America moves it slightly]

Tony Stark: It's biometrics, right? Like a security code? "Whoever is carrying Thor's fingerprints" is, I think, the literal translation.

Thor: Yes, well that's a very, very interesting theory. I have a simpler one: You are not worthy.

[an attack occurs]

Ultron: [enters] Worthy? How could you be worthy? You're all killers. You want to protect the world, but you don't want it to change. There's only one path to peace... your extinction.

Tony Stark: Thor didn't say where he was going for answers?

Steve Rogers: Sometimes my teammates don't tell me things. Kind of hoping Thor would be the exception.

Tony Stark: Yeah, give him time. We don't know what the Maximoff kid showed him.

Steve Rogers: Earth's mightiest heroes... pulled us apart like cotton candy.

Tony Stark: Seems like you walked away alright.

Steve Rogers: [stares at Tony] Is that a problem?

Tony Stark: I don't trust a guy without a dark side. Call me old fashioned.

Steve Rogers: Well let's just say you haven't seen it yet.

Tony Stark: You know Ultron's trying to tear us apart, right?

Steve Rogers: Well, I guess you know. Whether you'd tell us is a bit of a question.

Tony Stark: Banner and I were doing research...

Steve Rogers: -That would affect the team.

Tony Stark: -That would END the team. Isn't that the mission? Isn't that the 'why we fight'? So we get to go home?

Steve Rogers: [Splits wood with bare hands] Every time someone tries to win a war before it starts, innocent people die. Every time.

[last lines]

Steve Rogers: [to Wanda, James, Sam] AVENGERS...

[the Hulk leaps aboard Ultron's aircraft as he makes his escape]

Ultron: Oh for God's sake!

[a mangled robot shambles into the Stark Tower]

Bruce Banner: Ultron?

Ultron: In the flesh!

[several Ultron droids appear]

Steve Rogers: [on the Scarlet Witch] She's with us.

Tony Stark: I tried to create a suit of armor around the world... but I created something terrible.

Bruce Banner: Artificial intelligence...