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In the Eastern European country of Sokovia, the Avengers—Tony Stark, Steve Rogers, Thor, Bruce Banner, Natasha Romanoff, and Clint Barton—raid a Hydra facility commanded by Baron Wolfgang von Strucker, who has been experimenting on humans using the scepter previously wielded by Loki. However, Nick Fury arrives and encourages the team to form a plan to stop Ultron. Helen Cho, who is enslaved by Loki's scepter, to use her synthetic-tissue technology, together with vibranium and the scepter's gem, to perfect a new body for him. S.—who is still operational after hiding from Ultron inside the Internet—into the synthetic body. The city plummets, but Stark and Thor overload the machine and shatter the landmass.They encounter two of Strucker's test subjects—twins Pietro Maximoff, who has superhuman speed, and Wanda Maximoff, who can manipulate minds and project energy—and apprehend Strucker, while Stark retrieves Loki's scepter. As Ultron uploads himself into the body, Wanda is able to read his mind; discovering his plan for human extinction, the Maximoffs turn against Ultron. Thor returns to help activate the body, explaining that the gem on its brow—one of the six Infinity Stones, the most powerful objects in existence—was part of his vision. In the aftermath, the Hulk, unwilling to endanger Romanoff by being with her, departs in a Quinjet, while the Vision confronts and seemingly destroys Ultron's last remaining body.Whedon added that Ultron's origin would differ from his comics roots, and that Hank Pym would not be involved with Ultron's creation.Whedon disclosed that Edgar Wright had rights to the character first through his inclusion in Ant-Man, which was already in development.The Avengers fight Ultron's army while Fury arrives in a Helicarrier with Maria Hill, James Rhodes and S. In a mid-credits scene, Thanos, dissatisfied by the failures of his pawns, dons a gauntlet"I have to make my movie assuming that people will only have seen the first one, or possibly not even seen the first one.I can't assume that everybody went to see Thor [The Dark World], Captain America [The Winter Soldier], and Iron Man  in-between.
The sequel was announced in May 2012, after the successful release of The Avengers.
Whedon, the director of the first film, was brought back on board in August and a release date was set.
By April 2013, Whedon had completed a draft of the script, and casting began in June with the re-signing of Downey.
He also thought that Ultron needed to be conceived through the Avengers and since they already had Tony Stark and Bruce Banner on the team, it would not make sense to bring in a third scientist.
The title of the film came as a surprise to many fans who were expecting Thanos, the mastermind behind the events of the first film, to be the main villain in the sequel, with Whedon saying, "Thanos was never meant to be the next villain.