This is the 19th episode of Season two.


Tony wakes up in the Mainframe, a virtual world created by the Controller who is after Extremis which is in Tony's mind. Can Tony see reality and escape the Mainframe?

Plot Summary

Missing Friends

Tony is in the Makulan Temple where the armory should be when he can't find Rhodey or Pepper. He flies around town looking for them and ends up at Rhodey's house. He tries to unlock the door but finds that his key won't fit. A man opens the door and tells Tony he's been living there for 10 years and the Rhodes never lived there. Tony runs to school and can't find Rhodey or Pepper anywhere. When he asks Happy and Whitney where they are, he finds that they think Rhodey and Pepper never existed. They also think that he's a new kid and they seem to not remember any of the trio.

Remembering the Past

Tony tries to prove to himself that he's dreaming but he can read a newspaper which dreamers are unable to do. He remembers last time he saw Rhodey. AIM was buying weapons from Hammer and Pepper had gotten a tip from Hammer's emails. AIM takes the weapons and leaves but not before Sandhurst appears to see Iron Man and War Machine. They drive through the city with Tony and Rhodey chasing them but they fire at the two causing their armor to shut down.

Fighting The Controller

Tony believes that AIM did something to his brain and goes to Stark International to find out. He finds The Controller sitting in the office. Sandhurst explains that he controls everything in the world and throws Iron Man out the window. He begins to fight Iron Man shooting Gamma rays and moving at extreme speeds. He is able to deflect repulsor blasts and is even able to fly. Iron Man is losing when Sandhurst smashes all the buildings around them. He catches Iron Man's missiles and throws him to the ground with a blast. Even the Unibeam does nothing to Sandhurst and Iron Man starts running. When a car blips out because of simultaneous explosions, Iron Man realizes they are in a virtual world. Sandhurst traps Tony in a tree and explains that The Mainframe taps into everyone's minds. He wants Extremis to use on new projects with AIM. Tony escapes and charges at Sandhurst but is pushed back into a truck. The truck becomes a hand which grabs Iron Man but Tony uses the Unibeam to escape. Missiles are launched at Iron Man from the buildings and one hits him. The computer systems refuse to respond to Tony's command and Tony has no choice but to use Extremis. He hacks in but finds The Mainframe is too vast for him to control. He then decides to instead destroy it completely. The Controller then causes Rhodey and Pepper to appear in the Mainframe being set on fire. Pepper is not able to remember her birthday present and Iron Man says she would never forget a training session with SHIELD, He then realizes that it's not really her or Rhodey. Tony then continues to destroy the mainframe and it shuts down. 


Tony wakes up in AIM HQ and tries to attack Sandhurst but is shot down by AIM scientists. Tony defeats them and asks Sandhurst where his friends are. War Machine, being controlled by The Controller, then runs in and attacks Iron Man. When War Machine is about to destroy Iron Man, Tony screams that Rhodey can fight The Controller. Rhodey breaks out of Sandhurst's control and knocks him out. The Controller has lost his memory and Tony and War Machine take him to SHIELD. Tony and Rhodey reunite with Pepper and Tony tells them he's lost confidence in reality.



Controller 4-0
Controller 2

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