Disclaimer: I do not own Next Avergers or it's characters or any characters related to Marvel in anyway. All I do own is my oc.

The war waged on. It started in one of the many prisons of The Avengers, made to house the deadliest villain's, the prisons made and tailored to hold super powered beings. There was a riot, but not from the prisoners, no from the prison guards.

The guards were androids made by none other than Iron Man and Giant Man. Irons Man weapons and programming and Giant Mans design, together they made the one thing that can defeat and hold off super villains, together they made the only thing that can destroy the Avengers.

Quickly it spread from prison to prison the main droid grew stronger it's A.I. programming more demented, more intelligent. It branched off from its main programming of holding the peace and protecting the planet and did what it thought was best to follow it. It struck out taking control forcing others to follow behind it. It believed it was the only way to keep the peace. But to do that it first had to destroy what it thought was the main reason for the violence. The Avengers.

An explosion rocked the ground and pieces of the nearby building broke off shattering on the ground. "Everyone fall back!" One person ordered. He was a large man that carried a shield on his left forearm with a star in the middle. Captain America.

"We have to stall them." Another person replied. With a stomp his large foot came crashing down shaking the ground and cracking the cement of the road they fought on.

Ducking behind his shield Captain America tapped the device on his ear static ringing through before falling quiet. "Avengers fall back to the Helicarrier."

Voices cut in on the other side before the com went quiet and the Captain started to slowly move backwards never turning his back on the things that attacked him. A boom beside him made him duck and an object crashed into the building beside him the rubble collapsing on top of it.

Looking at it worriedly he lunged forward when a distinctly human hand pushed aside some rubble. "A little help her would be nice." A muffled voice yelled out the hand waving to grab attention.

"Tony what happened?" Captain asked pushing aside the rubble and pulling the partially armored man out from under. Tony's once high tech armor was in ruins pieces missing in large chunks and sparks shot out of what was left. The only thing left in one piece was his chest plate where his fake heart resided and kept him alive.

"A minor Ultron snuck up on me and got the upper hand." He replied. Tony scowled when he tried to use his hand beams but they only sparked the green light they created barely there.

That was all Captain American needed to see. "Tony get back to the Helicarrier and prep it."

"Bu…"

"No buts go!"

With a grumble Tony took off running with a slight limp in his left leg. "Hulk!" The Captain roared over the explosions.

"Hulk smash!" The rough voice roared back from over the com.

"Hulk smash your way towards the Helicarrier open a way there for Tony."

Tony ran dodging the large chunks of stone that littered the ground before him. Leaping over those he couldn't quickly run around. A rough howl was heard before the large hulking form of the Hulk sailed through the air crashing into a robot and crushing it.

Running past the brute Tony skidded around a corner loosing his balance and crashing into a pile of droid parts. "Tony get up!" A girl yelled above him her black and yellow armor torn and dirty with blood.

Reaching down she yanked the tired man from the ground dragging him in the direction he was supposed to go. "Now go!" She barked throwing him forward. Turning around she shrunk down till she was no bigger than the hand of a small child and flew off yellow lasers flying from her hands and hitting the approaching robots.

"I feel like a rag doll to everyone." Tony muttered attempting to run faster as he also tried to stay low. Soon the large building that housed the large ship came into view and Tony started to run faster with renewed energy.

Punching the control panel on the side of the door he ignored the dull ache in his hand and slipped into the door as it struggled to slide open for him. Within seconds he was held against the wall by a figure completely in white. His face was covered by a mask and a deep hood covered the rest of his head.

"Ghost its me." Tony gasped scrapping his hands on the gloved ones that were Ghosts.

"Tony? What happened?" Ghost asked dropping Tony and stepped back. "Where's the others?"

"Coming. Steve told me to get here and prep the ship." Tony replied. He started to move down the hallway with quick even steps as Ghost followed. "Tell me are the kids here yet?"

When no answer was forth coming Tony looked over his shoulder. "All but one. Clint hasn't shown up with Francis yet. The rest are in the hanger of the carrier playing with some toys.

Tony nodded and kept moving. Just as he was approaching a door where he could hear the peals of laughter that only kids and babies could make his communicator chirped. "Tony you copy." Captain America asked.

"I'm here Steve what is it?" This wasn't good. If Captain America was buzzing in and he sounded worried like he was about to lose his kid than somethings wrong. Wait. Oh no.

"Tony take the kids and get them away from here. Get them to safety."

"Steve just wait a second, we can all get out together." Tony replied worried for his long time friend.

"No go Tony Ultron is almost…" The sentence was cut off by a burst of static before an explosion rocked the building, dust fell from the roof above them and both Tony and Ghost looked back the way they came as they heard clanking coming down the hall.

"Go." Ghost ordered. Reaching behind him his body went see through as he grabbed Tony's shirt making Tony go see through also. Pushing Ghost launched Tony through the door like it wasn't there and smashed the controls forcing the door to lock.

"Tony get the kids to safety." Ghost ordered.

"Ghost what…what are you doing?" Tony roared pounding on the door with his fists from the other side.

Sighing sadly Ghost looked down at his suit and started stripping the armor off. First came his chest piece which fell off with clang than his bracers and belt followed. Wrapping it up in his cloak he pried the door open and shoved the bundle through. "Be sure to give this to my kid Tony."

Yanking his gun out of its side holster he spun around and opened fire on the robots.

Tony was numb as he herded the last kid into the large cockpit of the carrier. It was Ghosts own kid. The kid was no older than one but already he had no parent. "Good bye old friends." Tony sighed. Patting the bundle of white beside him he turned on the ship with a roar of engines and took off.