Iron Man, On the Inside is the sixth episode of season two of Iron Man: The Animated Series.



While working late at Stark Enterprises, Tony Stark's artificial intelligence program known as H.O.M.E.R. mentions to Tony that he should get some rest. At that moment Julia Carpenter, the C.O.O. (Chief Operating Officer) of Stark Enterprises, walks in and tells Tony that he has missed his window of opportunity for rest because he has to attend a video conference in half an hour. Tony then shows Julia a device called the Molecular Expander which he says that within two years they will have the capability to produce bigger, healthier, and more reliable sources of food. Tony then demonstrates the device on a plant. However, it causes the plant to die.


As Tony and Julia leave Stark Enterprises they are confronted by Clint Barton. Tony is glad to see him. However, Clint only shows anger toward Tony for letting Force Works break up. Julia then tells Clint that not a day goes by that Tony doesn't regret the loss of their friendship. As Tony and Clint begin to argue Julia steps between them and stops them. Julia and Tony then leave the building


A few minutes later Tony and Julia take off in Stark's private jet. As they take off the jet is attacked by a giant robot called Ultimo. As the jet flies over Ultimo, Ultimo catches it and forces the plane down. Tony then opens a metal brief case which has his Iron Man suit in it. As Julie escapes the clutches of Ultimo, Iron Man flies out of the plane. Iron Man then begins to shoot Ultimo with his repulsor rays. Ultimo is able to grab Iron Man. However, Hawkeye shows up and shoots an arrow at Ultimo and it causes him to drop Iron Man. Hawkeye then shoots an arrow at Ultimo and hit his chest and explodes. Iron Man then notices that Julia has lost control of the jet and flies over to it an catches Julie as she leaps from the plane. Seconds later the plane hits a tower and explodes. Hawkeye is then able to force Ultimo down but a part of the tower lands on him. Iron Man then rushes over to help Hawkeye. Hawkeye then asks if they got Ultimo and Iron Man replies that they did. At that moment Ultimo's eyes open. It is then revealed that someone is controling Ultimo from a computer at their house.


Tony Stark after learning that Hawkeye will die

Back at Stark Enterprises, H.O.M.E.R. runs tests on Hawkeye and discovers that he has suffered an injury to the lower part of his spine and that there is a 99% chance he will become paralyzed and that there is also a 73% chance that he will die. Tony blames himself for this but Julia tells him that not everything is his fault. At that moment Tony remembers that Stark Enterprises has created a neuro chip and H.O.M.E.R. mentions that is has been 97% effective in returning motor activity to victims of severe spinal trauma. However, H.O.M.E.R. also says that even though the operation would be successful there is no way to reach to part of his spine that was damaged and that if they attempted to operate Hawkeye would die immediately. Just then Tony comes up with an idea that could save Hawkeye.


At that moment the man controlling Ultimo, called the Hacker,  has him hack into a super computer from the crashed plane which will allow him to control H.O.M.E.R.


The machine shrinking Iron Man

Meanwhile, Iron Man is getting ready to use the Molecular Expander on himself but reverses the machines affect so that he will shrink instead of growing. H.O.M.E.R. then begins to start glitching. This ends shortly and H.O.M.E.R. tells Iron Man that he must be out of Hawkeye's body in 118 minutes or else he will grow to his normal size and both he and Hawkeye will die. Through unknown means the Hacker is able to watch Iron Man and learn of his plans. Iron Man is then shrunk to the size of a molecule by the machine. Julia then injects Iron Man into Hawkeye's body.


Iron Man stuck in Clint's heart valve

As Iron Man enters Clint's blood stream the current is too powerful and he is flows into Hawkeye's heart chamber. Iron Man is then caught in one of the heart's valves and this causes Hawkeye to have a heart attack. Iron Man then uses his suit to create and magnetic charge which is able to make Hawkeye's heart start beating and he is able to escape. Iron Man then heads into Hawkeye's liver. Julia the tells Iron Man that one of the liver's functions is to absorb iron into the blood stream. At that moment Iron Man's armor begins to dissolve. Iron Man then has his Hydro Armor transform into the Lava Armor which is able to keep the iron suit from being dissolved. Iron Man is then able to escape the liver. At that moment the Hacker orders H.O.M.E.R. to shut down Stark Enterprises security system which he does. The Hacker than has Ultimo head toward Stark Enterprises.



While Iron Man continues to travel toward Hawkeye's spine he asks Julia how he is doing and she answers that he is stable. Julia also mentions that H.O.M.E.R. is acting strange. However, Julia is able to discover that H.O.M.E.R. has a virus and she tells this to Iron Man who tells her about an anti-virus program he created. At that moment Ultimo breaks through the roof of Stark Enterprises while Julia runs the anti-virus program.



At that moment Iron Man enters Hawkeye's brain but is shocked by electrical currents from the brain. H.O.M.E.R. then tells Julia that Iron Man must exit Hawkeye's body in nine and a half minutes or else Iron Man will grow to regular size and they will both die. Julia then gets mad at H.O.M.E.R. and says that he told her Iron Man had two hours. Julia frantically warns Iron Man that he only has nine minutes. However, Iron Man communicates with Julia and tells her that he has found the injury. Iron Man then implants the neuro chip into Hawkeye's spine. However, Iron Man was attacked by Ultimo who was somehow able to shrink down and enter Hawkeye's body. Iron Man then begins to suspect that whoever is controlling Ultimo is the same person that infected H.O.M.E.R with the virus. Iron Man then transforms into his radiation armor and uses it to fight Ultimo. Iron Man then pushes Ultimo into Hawkeye's adrenal gland and Ultimo is overcharged with electricity and shuts down. Iron Man then grabs Ultimo and he escapes Hawkeye's body.


Knowing that he only has two minutes before he grows to normal size Iron Man ordered Julia to go into the kitchen and get some pepper. With thirty seconds left Julia sprinkled some pepper by Hawkeye's nose which she did. This caused Hawkeye to sneeze sending Iron Man and Ultimo flying out of his nose. Julia then used the machine to return Iron Man and Ultimo to normal size. Julia then kissed Tony but pulled away and said that it will never happen again. The damaged Ultimo then wakes up and attacks Iron Man. However, Tony states that there is not enough power in his suit to fight Ultimo. Julia then cartwheels over to Ultimo and fires webs from her hands at the robot. Julie then pulls back on the web causing Ultimo to fall down. However, Ultimo get up and attempts to kill Julia. At that moment an arrow flies across the room and hits Ultimo causing him to shut down permanently.


the Hacker

Hawkeye has waken up and H.O.M.E.R. informs Iron Man that he has located the Hacker. Sometime later Iron Man and Hawkeye arrive at his home to discover that he is a teenager. The Hacker says that he did this because he hates Stark Enterprises because he has applied for work six times at their Computer Science Division but was always told that he needed to apply after college and that nobody rejects the Hacker. The police then arrive and arrest the Hacker. Hawkeye mentions that he can't believe that he did all of this as revenge against Stark Enterprises and Iron Man replies that grudges are funny thing and he suggests that they forget the past and start over. As Hawkeye walks away he thanks Iron Man for saving his life.


the Mandarin

In another part of the country there is an auction and one of the items is a strange ring. The Mandarin begins to bid with another man for the ring. However, the Texan bids $40,000 for the ring and wins it. After the suction the Mandarin steals the ring from the man.


Actor Role
Robert Hays Iron Man / Tony Stark
Tom Kane H.O.M.E.R.
Jennifer Hale Julia Carpenter
John Reilly Hawkeye / Clint Barton
Todd Louiso Hacker
Robert Ito Mandarin / Arnold Brock
Ed Gilbert Ultimo


  • H.O.M.E.R. mentions Peter Parker in a variation of the nursery rhyme, Peter Piper.


"Alright! Down boys, don't make me turn the water hose on you two."

-Julia Carpenter talking to Tony Stark & Clint Barton

"Ultimo? I thought I pulled the plug on that son of a. . ."

-Tony Stark (who is cut off before he can say the word bitch)

"This isn't another one of your jealous ex-boyfriends is it Julia?"

"No. Too good looking."

-Tony & Julia joking about Ultimo attacking the jet

"Just because I don't work for Stark anymore doesn't mean I'm cashing in my superhero retirement plan."


"Whoever said Iron Man doesn't know how to pick up girls?"

-Iron Man after catching Julia Carpenter after she jumped from the plane

"You did it. You've been reduced to the size of a molocule."

"Well, you always said I was too big for my britches."

-Julia Carpenter and Iron Man

"You're giving Hawkeye a heart attack!"

"Yeah. And it's me the hearts attacking!"

-Julia Carpenter & Iron Man

"You're heading into Hawkeye's liver."

"Liver? I hate liver!"

-Julia Carpenter & Iron Man

"H.O.M.E.R., book me on the next artery out of here."

"Out, spout, doubt. Ha ha ha."

"I ask for help and I get bad poetry."

-Iron Man & H.O.M.E.R.

"Peter Parker picked a peck of pickled porpoises."


"Wow! Who would've thunk it. Hakeye's brain is pulsating with energy."

-Iron Man

"Iron Man, I love you."

"I bet you say that to all the microbe sized guys."

-Julia Carpenter & Iron Man

"The dentist always says a little x-ray never hurt anyone."

-Iron Man after using his radiation armor to fire blast at Ultimo