Ultimate Avengers 2, also titled Ultimate Avengers: Rise of the Panther, is an animated movie sequel to Ultimate Avengers and the second film in the Marvel Animated Features released in 2006.
In the fortified African nation of Wakanda, the inhabitants of the small city-nation welcome home T'Challa, the son of king T'Chaka. Members of the extraterrestrial Chitauri race attract the attention of T'Chaka's alter-ego, the Black Panther. T'Chaka is murdered by Herr Kleiser, their commander who continues to adapt the form of a Nazi commandant. T'Challa inherits the throne and Black Panther technology, swearing vengeance against Kleiser.
In the United States, Captain America has become reckless in his missions due to the trauma of his 60-year deep freeze. Bruce Banner remains locked up in his cell after his Hulk incident, tormented and frequently drugged by a disgruntled ex-employee of his who acts as his interrogator. Betty Ross discovers that the wreckage of Chitauri ships has become mysteriously brittle. Hank Pym begins developing sickness for his overuse of his Giant-Man formula, leading to tension in his relationship with the Wasp. Thor sees a possible future where the Avengers are dead and seeks to consult Odin. Finding out that a Chitauri mothership is speeding towards Earth, Thor refuses to return to Asgard. When T'Challa meets Nick Fury and Captain America and reveals that Cap's wartime nemesis Kleiser still lives, he finds that Captain America tried to kill him numerous times and failed. T'Challa turns down an offer of alliance and Fury assembles the Avengers once again.
The Avengers illegally enter Wakanda. Black Panther allows only Captain America into the city, where he reveals that the Chitauri are searching for the "Heart of Wakanda". The Avengers and Wakandan warriors find themselves fighting each other, with the Wakandans emerging victorious. The Avengers are commanded to return to their ship and T'Challa is stripped of his kinghood for allowing foreigners into the country. Captain America drags an injured Chitauri onto the Avengers' jet, followed by Herr Kleiser taking T'Challa's form. He steals Captain America's shield and destroys the ship. Iron Man's battered suit protects the Avengers in a force field and Thor teleports the team back to the Triskellion.
Wasp is left in a coma from her injuries and is kept in the Triskellion. A mothership hovers above Wakanda and entraps the entire planet in a sickly-green bubble. Extraterrestrial invaders attack every major city on Earth and begin a massacre of the human population. Iron Man suits up in the War Machine armor and joins the Avengers as they teleport to Wakanda to battle the invaders. It is revealed they are seeking a gigantic meteorite of vibranium deep under Wakanda, from which the Wakandans develop their advanced technology. Bruce Banner works out that the gamma radiated from the Hulk is what caused the vibranium in the Chitauri ships to become brittle, and lets Betty use a gamma generator to attack the aliens close range. The Chitauri gas Banner's cell and he promptly dies. Betty and the revived Wasp take a jet to Wakanda and give Iron Man the gamma generator to attack the inside of the mothership. Giant-Man, despite his condition getting worse from his use of his powers, shrinks down to aid Iron Man. Bruce Banner's lifeless body becomes the Hulk and wakes up to fight the aliens invaders.
Captain America and Black panther find themselves in a bloody fight with Kleiser, who appears to be immortal due to his rapid healing factor. The two trick Kleiser into falling into a pool of liquid vibranium and leave him trapped as it solidifies. Iron man and Giant-Man enter the mothership and destroy its core with the gamma generator. However, Giant-Man's injuries lead him to pass out and he has to be carried back to the ground. Giant-Man makes up with Wasp before dying. Iron Man travels alone to divert the crashing mothership away from the city, draining his life support. Thor returns and summons the power of the heavens to give life back to Tony Stark, proving his claims to be the God of Thunder to be genuine.
With the Chitauri attack ended, the Avengers mourn Giant-Man's death and T'Challa's kinghood is restored. Hulk sees Betty one last time before leaping away. Captain America and Black Widow begin a romantic relationship and the world celebrates victory over the Chitauri. The film ends with Thor and Nick Fury setting aside their differences and becoming friends.
- Justin Gross as Steve Rogers/Captain America
- Marc Worden as Tony Stark/Iron Man
- Andre Ware as Nick Fury
- Grey DeLisle as Janet van Dyne-Pym/Wasp
- Nolan North as Hank Pym/Giant-Man
- Dave Boat as Thor
- Olivia D'Abo as Natalia Romanov/Black Widow
- Fred Tatasciore as Hulk and Edwin Jarvis
- Michael Massee as Bruce Banner
- Nan McNamara as Betty Ross
- James K. Ward as Herr Kleiser
- Jeffrey D. Sams as T'Challa/Black Panther
- Kendre Berry as Young Prince T'Challa
- Dwight Schultz as Odin
- Mark Hamill as Dr. Oiler
- Dave Fennoy as T'Chaka/Black Panther
- Susan Dalian as Nakinda
- Chi McBride as Chief Elder