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Marvel Super Heroes: What the--?! (2009)
Season 1 • Episode 39 • Ultron's Master Plan
Marvel Super Heroes: What the--?! Season 1, Episode 39: Ultron's Master Plan
Will his own unwillingness to adapt doom the plans of the technological terror known as Ultron? When the Avengers’ archenemy presents his latest scheme to an unholy alliance of villains, outdated browsers and a swarm of pop-up ads could prove more dangerous than Iron Man or Thor! Watch Marvel Super Heroes: What the--?! Season 1, Episode 39 Ultron's Master Plan in HD free online. Enjoy high-quality streaming of Marvel Super Heroes: What the--?! Season 1, Episode 39 and share your thoughts in the comments below!
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Episodes
67 episodes
There's No Business Like Snow Business
Iceman loses his powers and becomes a late night talk show sensation.
7 min
Red Carpet M.O.D.O.K.
Marvel's brightest stars including Wolverine, Deadpool and the Blob arrive for the star-studded premiere of the Wolverine movie! Somehow, M.O.D.O.K. found himself a press pass. Will the red carpet EVER be the same?
3 min
The Problem with Pirates...
Get ready for high seas hijinks as a swashbuckling M.O.D.O.K. makes like a mercenary! Pirating has NEVER been this fun!
4 min
San Diego or Bust!
M.O.D.O.K. heads to San Diego... as a guest of honor?
2 min
M.O.D.O.K.'s M.O.M.E.N.T.S.
It's a very special episode of Marvel Super Heroes: What The--?! as we look back at the man, the myth, the giant head: M.O.D.O.K. From his timeless black and white debut to his hilarious game show appearances and star turn as a 70s action hero, we remember M.O.D.O.K.'s most memorable moments!
3 min
Grumpy Old Man Logan
Old super heroes never die, they just age...And age...And age. Ever wonder what would happen when the years start getting the jump on your favorite heroes?
5 min
Thriller-er
Ghouls, goblins and Gambit abound...Must mean Halloween's around! Midnight strikes the hallowed turf. Decaying denizens of the Marvel U unearthed. As the undead stare with a fearsome glance, there's only one thing left to do...And that's DANCE!
2 min
Twi Harder
A new moon rises in this timeless tale of forbidden love and sparkly vampires.
2 min
99 Hulk Balloons
With Marvel Comics getting back into the parade balloon game, the Incredible Hulk wants to be the new face of the company this Thanksgiving, but can the Green Goliath achieve his goal with competition like The Punisher, Gambit and more?
3 min
M.O.D.O.K. Holiday Special
No one celebrates this special time of year like M.O.D.O.K. (Mental Organism Designed Only for Kristmas)! Honestly, NO ONE does. But somehow M.O.D.O.K. convinced his famous friends and frenemies to take part in his holiday special. As the bigheaded blowhard awaits the big bellied man in the red suit, a stream of luminaries including The Punisher, Hulk and Tori Amos (yes, Tori Amos!) stop by for holiday hijinks!
3 min
Deadpool: For Your Consideration
Awards season fever has affected everyone from armchair movie critics to taco-loving, world-renowned, wise-crackin' assassins with healing factors and unnatural affinities for swords and grenades. When Deadpool falls asleep while watching the 82nd Annual Movie Film Awards, his bruised-too-many-times brain sends him to a slumberland plagued with dreams most bizarre!
2 min
Iron Mania 2010
Surely nothing can go wrong when Iron Man hosts the Iron Mania game show at Stark Expo 2010.
3 min
The Hero You Could Smell Like
When Luke Cage (voiced by special guest Isaiah Mustafa) takes a stroll through Avengers Tower, you never know who he's going to run into in the newest installment of Marvel Super Heroes: What The--?! The Hero for Hire pays a friendly visit to the home of Earth's Mightiest Heroes--but what do M.O.D.O.K., Sugar Man and Beta Ray Bill have planned? Or perhaps the better question: What does Luke Cage have in store for them?
1 min
X-Men vs. Vampires: Bite Me
Come celebrate Halloween Marvel Super Heroes: What The--?! style as it's X-Men vs vampires like you've never seen before! Dracula has been around the block a few times and feels pretty stubbornly that the old ways remain best when it comes to clearing out some pesky mutants so he can lay claim to San Francisco. However, his son Xarus represents a new breed of vampire, more apt to use charm and angst to get his way. Will it be the father or the son who wins out in this cross-generational battle of the bloodsuckers? And let's be honest: Should the X-Men be concerned either way? Featuring a pair of surprise cameos that will rock your face off like it's 1987!
2 min
Dr. Strange and the Magical Mixup
It's back to magic school for Marvel's Sorcerer Supreme when he learns he's several credits short of being a proper wizard. Can Doctor Strange fit in with the kids at Hoggoth's School of Bitchcraft and Blizzardry? Is Professor of the Evil Arts Mephisto really not such a bad guy? And can Headmaster M.O.D.O.K. really eat all that? The answer to the last question is "yes," but for the other two and more, check out the episode now! About Marvel Super Heroes: What The--?
3 min
A Very Merry Spidey-Day
The holidays have arrived and everybody's in a festive mood—except for Spider-Man! As related by M.O.D.O.K. in a seminal holiday tale, Spidey's not feeling too jolly thanks to the Avengers' refusal to let him join their fun in the latest episode of Marvel Super Heroes: What The?! What will it take for Earth's Mightiest Heroes to accept the Webslinger? Will M.O.D.O.K.'s story have a happy ending? And what's up with Deadpool and the Island of Secret Defenders? And did we mention the very special cameo? No, not the Luke Cage one.
3 min
Captain America vs. Iron Man: The Big Game!
It's a joyous day for the Avengers, as they gather to celebrate the Heroic Age by watching the big game. But will an old rivalry between Captain America and Iron Man ruin everything? It's up to Spider-Man to keep the peace using the greatest weapon at his disposal: hilarious TV commercials! You too can thrill to these classic ads re-imagined in the What The--?! style and featuring the likes of M.O.D.O.K., Thor, Toad, Xorn, and of course Deadpool! But will it be enough to get Cap and Shellhead back on the same page? Spidey sure hopes so, because he can't take another Civil War!
3 min
For Your Consideration (Again)
It's time for the 83rd Annual Movie Film Awards! Just as the award for Best Picture is about to be announced, a few new movies unexpectedly appear. In the immortal words of Gremlin, "They are gonna blow your minds."
3 min
M.O.D.O.K. Makes A Meme!
Mild Internet fame has gone to M.O.D.O.K.'s big head and now he's ready to go viral! What's the mind-melting maniac got planned and do his associates have any idea what a meme is? M.O.D.O.K. has gathered his most trusted advisors—including Deadpool, Gremlin, The Leader and more—in an attempt to take the next leap into Internet superstardom. One problem: Nobody in the A.I.M. inner circle knows what a meme is! Can M.O.D.O.K. clue them in? Will his agents save the day? And why on Earth is Deadpool doing mime?!
3 min
X-Men: The True Early Years!
For years Professor Charles Xavier and Magneto have stood as opposite poles in the battle for mutant rights. But as Deadpool has discovered, things weren't always so frosty between these two rivals, in fact once upon a time they were downright groovy! Travel back to the swinging 60s and see the early days of the X-Men as they lead a Mutant Invasion of America that has teen girls screaming and burning their bras! Find out how Charles earned the nickname "The Cute One"! Witness the rift between Magneto and the Flower Children of the Atom! Behold Cyclops and Iceman dancing like they were born to do! Wait a minute Deadpool, you sure this thing's accurate?
3 min
Wolverine in "Partial Recall"
Weapon X didn't just give Wolverine his unbreakable adamantium claws and skeleton, they also scrambled his mind, wiped his memories...and provided him with an airtight excuse to "forget" anything he doesn't feel like doing! Follow a day in the life of Wolverine and the X-Men as Marvel's Mighty Mutants try and fail to get a hard day's work out of the their most Canadian member. Featuring Professor X, Iceman, Cyclops and Gambit! Guest-starring Guardian, Deadpool and a special post-credits surprise--so stick around!
3 min
Strange Halloween Tales of Suspense to Astonish!
It's Halloween time once more, and what better way to celebrate than by hearing some Strange Tales of Suspense to Astonish straight from the macabre M.O.D.O.K.! Thrill to the adventures of Nick Fury and his Howling Ghoulbusters! Chill as Deadpool confronts a horde of the deceased! And experience the most terrifying change of all with The Hulk! Plus, don't forget to stay until the end for one last scare!
3 min
Howard the Duck's Silver Anniversary!
Did you know that 2011 marked Howard the Duck's 25th anniversary as the very first Marvel character to hit the Hollywood big time? Neither did anybody else, and that's got our favorite fowl furious! With no help from Deadpool, M.O.D.O.K., Gremlin or Doctor Octopus, Howard the Duck takes his case to the very top of Marvel in hopes of getting a Silver Anniversary Blu-ray to call his own!
4 min
The Amazing Spider-Date
Spider-Man has never been lucky in love, but he's got a feeling tonight's the night he finally makes it work with Gwen Stacy! Not if Venom, Mary Jane Watson, M.O.D.O.K. and more have anything to say about it...
4 min
Obnoxio the Clown Returns!!
Nearly 30 years ago, Obnoxio the Clown rained a circus of pain down upon the X-Men. Now, after decades away from the spotlight, this legendary Marvel character makes his long-awaited return, seeking glory and possibly a place to crash for the night! So why do we feel like Doctor Strange could be in for a world of hurt?
3 min
The Age of ULTRON
Ultron attempts to defeat the Avengers once and for all...if his upgrades will allow it! With the Age of Ultron in full swing, Marvel Super Heroes: What The--?! joins the action! The Avengers' robotic rival has Earth's Mightiest Heroes on the ropes, but will the malevolent machine's constant need to improve his own hardware prove his undoing? And what does the Hulk dream about?
2 min
Ep. 27
War Machine gets tired of putting up with Iron Man and looks for a new partner among the Avengers!
4 min
San Diego Comic Con Special
Thanos visits San Diego Comic-Con to battle Black Bolt for ultimate power!
3 min
Holiday Special with Iron Man & Deadpool
The holiday season has arrived, and everybody's ready to celebrate--everybody except Iron Man! If the Avengers have any hope of getting some time off to celebrate, it lies in the hands of three spirits who can show Shellhead the way; unfortunately, they're all Deadpool. Find out if Tony Stark can drop the humbug routine.
4 min
Deadpool Vs. The Punisher
Frank Castle seeks punishment after the Merc with a Mouth rips him off!
3 min
Go Undercover with Captain America in Marvel Super Heroes
Captain America leads Deadpool, Black Widow and the Winter Soldier on a secret mission against A.I.M., but they're not alone!
3 min
The Inferior Spider-Man
See what other villains like Sandman and Batroc would do with the powers of Spider-Man! Learn valuable lessons about power, responsibility and stupidity!
2 min
Daredevil Vs. She-Hulk
Marvel's two greatest super heroes lawyers face off in a legal battle for the ages!
3 min
Thanos Returns to Comic-Con
What has brought the Mad Titan, Thanos, back to Comic-Con...and what indignities will be heaped upon him in Villains Alley?!
4 min
Catchphrase Workshop
Take a seat, it's time for Doc Samson's Super Catchphrase Workshop! Wonder Man, Howard the Duck, Spider-Ham, and more attempt to liven up their characters--and don't miss a special post credits cameo from one of this summer's biggest stars!
3 min
Avengers & X-Men: AXIS
Heroes have gone bad, villains have gone good...but what about the What The--?! crew? AXIS rocks M.O.D.O.K., Gremlin, Batroc, and Titanium Man as they try to find their place in this mixed up world! Featuring the Avengers, The Punisher and a post-credits cameo you won't want to miss!
3 min
2014 Halloween Spooktacular
All Hallow's Eve has fallen on the Marvel Universe once again, and Dracula has a wicked hunger! Will a visit to the Avengers Tower Halloween Party satiate his thirst or lead to hijinx? Well, it's What The--?!, so we're gonna say hijinx... Featuring Captain America, Ant-Man, The Vision, and an array of all-star guests and ghouls!
2 min
Holiday Spectacular 2014
His latest schemes against the Inhumans finds Thanos forced to impersonate a beloved and jolly holiday figure! Also featuring Hawkeye, Hulk, Spider-Man, and more! Watch the holiday hijinx ensue in the latest episode of Marvel Super Heroes: What The--?!
3 min
Ultron's Master Plan
Will his own unwillingness to adapt doom the plans of the technological terror known as Ultron? When the Avengers’ archenemy presents his latest scheme to an unholy alliance of villains, outdated browsers and a swarm of pop-up ads could prove more dangerous than Iron Man or Thor!
3 min
Happy Valentine's Day?
When Squirrel Girl calls out sick, the lack of a babysitter could spell doom for Luke Cage and Jessica Jones' Valentine's Day before it even begins! Can they find a replacement? What's Captain America saying? Why would they even call Deadpool?!
3 min
Ultron & Vision: Robo Roomies
With the price of rent in New York City, Ultron must take on his heroic foe The Vision as a roommate! The Android Avenger does his best to make life tough for the mechanical menace—can Ultron tolerate his party animal antics? Featuring Groot and Rocket Raccoon!
2 min
Wonder Man's Secret Wars
Where’s Wonder Man during the big Secret Wars event? Everywhere! The Ionic Avenger tries to prove his worth to Captain America by jumping from one unique Marvel domain to another—can he survive any of them?!
3 min
Ant-Man's No Small Feats
With little crime to fight, Ant-Man launches a sensational sports career! But what’s the true secret of his success? Featuring the Avengers!
3 min
All-New, All-Different Avengers
When Iron Man recruits a new team, it's time for Captain America, Hulk, Black Widow and company to go job hunting!
3 min
Halloween Spooktacular 2015
Will M.O.D.O.K. and Gremlin’s insidious Halloween plot to destroy the Avengers make Captain America’s greatest wish come true?
3 min
Holiday Spectacular 2015
Who will come to save the day when M.O.D.O.K. plans to ruin the holidays for the United Kingdom?
4 min
New Years Resolutions!
A new year and a new resolution for M.O.D.O.K.!
2 min
A Magical Valentines Special
To win Mockingbird's heart, Hawkeye makes a visit to the Sanctum Sanctorum!
3 min
Daredevil vs. Punisher
Daredevil and the Punisher must find a way to put their differences aside and work together, or an innocent man will take the fall! Can Punisher stop punishing? And where's Foggy Nelson?!
4 min
50th Episode Extravaganza!
Doctor Strange sits down for a leisurely inter-dimensional viewing session. Will he have enough popcorn? What about beverages?!
4 min
Happy Fourth of July!
Join the Avengers for a wholesome and ev-ANT-ful July 4th picnic!
3 min
The Other Agents of S.H.I.E.L.D.
Find out who the other Agents of S.H.I.E.L.D. are!
3 min
Captain America's Wartime Friends!
Cap is reunited with one of his long lost friends!
3 min
Doctor Strange's Strange Tales
Just in time for Halloween join us for Doctor Strange's Strange Tales of Strangeness!
4 min
Father's Day Special 2017
Maria Hill learns the true meaning of Father’s Day with the help of Thor, Hulk, Spider-Man, and more in this hilarious new video!
2 min
Stark Tank | NOT another Ultron
Six Illuminati members. Endless investment opportunities. You’re watching ‘Stark Tank.’
1 min
Who will win Marvel Bad Guy Island?!
39 days, 7 villains, 1 Bad Guy Island.
1 min
Marvel Super Heroes: What The—?! will return soon.
Long ago... in the year 2009, One web-series captured the hearts of millions. Until one day, it disappeared... But, what if... it came back?
1 min
Meet the Real Heroes of Westchester County. 💅
Receipts! Proof! Timelines! Pictures of Spider-Man!
2 min
Villain$¢on
Get your tickets to Villain$¢on, where it’s FINALLY time for the bad guys to shine.
3 min
The 86th Watcher Awards
Welcome to the 86th annual Watcher Awards! Who will take home this year's Lifetime Achievement award?
4 min
Galactus Almost Rage Quits
It's game night in the Marvel universe and everyone is out of character. Can this unlikely team of villains playing heroes work together to overcome the greatest role playing experience in all existence? Galactus has his doubts... Grab your lucky dice and don't forget the snacks because tonight we roll for victory in the Marvel Multiverse Role Playing Game.
4 min
Marvel Zombies: The Musical
The zombified Marvel Super Heroes explain their side of the story... in musical form! Take a seat as the lights dim, the fog rolls in, and the music fills your ears. Featuring appearances from zombie Black Widow, zombie Captain America, and many others!
4 min
Doctor Doom Says Come Visit Latveria
Enjoy as Doctor Doom provides a guided tour of the festivities and history of his kingdom of Doomstadt, Latveria... SO COMMANDS DOOM!
4 min
Animal Avengers... Assemble!
Join Howard the Duck as he assembles animals, pets, and… ants (?) alike to join his Animals Avengers team!
4 min
Civil War - Class Reunion
The Marvel Super Heroes reconnect post-Civil War with classic reunion activities like food and drinks, goodie bags, and... an incursion-causing food fight?!
3 min
The X-Men do an X-Scape Room
Join the X-Men as Cyclops turns the Danger Room into an escape ro- erm… Queen Put-Put’s tomb... that's full of puzzles... and just so happens to look exactly like an escape room.
4 min