A new iteration of Ultron has created itself, apparently using not only Tony Stark's armor but also his biological makeup as well. Unsure if Tony is still somehow alive within her, Ms. Marvel orders the team to back off, so that the Sentry can keep her busy while they try to come up with a plan. But Tony Stark was the head of S.H.I.E.L.D. and when Ultron attempts to use the helicarrier as a weapon against the Sentry, Maria Hill is knocked out, sending the Avengers' forces into disarray.