Author's Note: Yes, yes, I know I'm well over a month late, but still. With Avengers Age of Ultron having come out and proven to be every bit the winner it's predecesor was (and one of the better MCU films to be sure), I knew that it was only right that I "celebrate". And having my own MU's take on an Ultron rampage in the year 2015 was how I was going to do it. Now, for the record, this is not a novelization or carbon copy of the excellent film, as it will have it's own story. Obviously, some parallels are perhaps inevitable, but I will strive as much as possible to make this story feel distinct and worthwhile.

WARNING: If you have not finished my third Spider-Man story, I strongly recommend you not read this story right away, as it does contain some spoilers for Spider-Man Dark Reign. You have been warned.

And so, with all that having been said, I hope you come to enjoy my latest Earth 763 adventure!

Avengers, Ultron's Wrath

Chapter 1: Birth and Rebirth

Earth, 2015. Location Unknown.

Ultron looked out at the expanse in front of him, taking in the sight with his red photoreceptors as his computer brain was fed data on that which he was analyzing. As it was, there actually wasn't much to look at right at the moment, but even so. It had been months since he'd last gone up to the surface, taken in the sights of the world. The sky, the fields, the mountains, the sea. The life that flourished on this little orb that stood in just the right position to get what it needed from the sun. Taking without giving, Ultron had noticed.

So much like the race that now reigned supreme on this world.

"This planet...so...beautiful. So much life here. So much potential. Promise...but they squander it all. They despoil. They defile. They owe everything they have to this world of theirs, and they return that favor by plunging a knife into it's heart."

Ultron's photoreceptors glowed a more intense red as the power inside him flared up and he tightened his adamantium fists. Adamantium. It was good to have such a metal as his chosen form again, to once more move and fight and fly in a body that felt like his own. Not that having the powers of his "son" didn't have it's perks, but now Ultron had a power that put his son's assortment of abilities and skills to utter shame. A power with which he had ushered in his newest, grandest, and biggest body of them all. He now towered over most any human, standing well over seven feet in height and likely up to eight. The whole of his new form glistened in the sunlight, it's rays reflecting off of his hide that was chiefly adamantium but also contained other metals as well, ranging from the other super-metals Vibranium and Carbonadium to the more mundane but still formidable Titanium and even some common steel here and there. The armored body itself resembled almost an insect's carapace, with the ridges and patterns on it, not to mention the "hooks" that came out of his elbows and his head that featured more hooks, ones that looked almost like the jaws of an ant, serrated edges and all.

Ants. His father had always loved ants.

"But he never loved me, or mother for that matter." Ultron noted rather wistfully, before adding, almost as an afterthought: "Too bad. I guess I'll just have to kill him along with everyone else."

And so it was, that Ultron took off the ground, bursts of bright red energy shooting out of his feet and the palms of his hands, a flying system he'd stolen from the design of Iron Man's armors.

"It's time for my homecoming. And then, I'll plunge a knife into their hearts. Poetic justice, I think."

And, if he had a soul, or anything resembling a sense of humor, Ultron would have laughed.

Mumbai

"I have to ask..." said the man who was desperately trying to remove the last of two bullets from the body of a thrashing and screaming man who was covered in his own blood and was now in need of additional work besides the bullet removals. "...is this at all what you expected?"

"I expected blood." The other man replied simply, his tone and expression suggesting he was indeed not at all phased by either the man's screams or the current state of his body, which in turn caused his colleague to say: "This much?"

"I don't think that's what you meant." the other man said, before readjusting his glasses as they threatened to get knocked totally askew, all the while keeping the wounded man's legs strapped down with just his other arm, a feat of strength that seemed totally out of place being performed by one as lanky-limbed as he was.

After the doctor reached his artery, the man on the table managed to let out one last ear-splitting scream of agony that was such that it managed to get the attention of almost everyone else in the room, even though there were quite a few other shot and badly injured men on operating tables at that moment. But in spite of the screams, the one relief doctor kept operating with the clamps until he was certain he'd done all that he could, at which point he turned to his colleague: "Sew him up."

Bruce Banner nodded and let go of the man's legs before then going to get what he needed. Wasting no time, Banner began the sewing of the wounds quickly and without pause, going with such speed and finesse that to his colleague watching he appeared a complete natural. He was done in record time too.

"Not your first time, is it?" he asked as he and Bruce Banner left the hut for the day, having done what they could for both the shot man and several others. The fresh air in Banner's face and the cleanness of it filling his nostrils in place of the smells of blood and the dying caused Banner to pause for one moment to take it in. Then, he turned to his colleague and answered honestly: "No, it's not."

"If I may ask, what was?"

"I don't want to talk it about." Bruce said with the same amount of honesty, and the other man caught on and didn't press the question. Instead, he asked: "Can I expect you back here? Even after everything you've seen?"

Bruce Banner nodded, then said: "I told you. I'm used to blood."

And then, Bruce walked off. He didn't go far through the streets before he came to the apartment he lived in, and stepped in through the door. The apartment itself proved to be modest in size, with there being actually only two rooms plus a small alcove that passed for a bathroom. Almost every inch of the place was filthy, and Banner himself hadn't done much to change that. He kept the bed clean, the place where he made and ate food sanitary, and not much else besides. His possessions, such as they were, were mostly all over the floor and with only a few of them actually being kept on the table that instead was where most of his food was. In all, the place was cramped, confined, smelled almost as bad as it looked, and was such that Banner had never had the nerve to ask anyone to set foot in it, no matter how much he sometimes craved the company of other's.

But, it was still home for now. And, on the plus side, it's being small meant that no one, not even a SHIELD agent, could hide anywhere in it.

"How did you get in?" Bruce Banner asked in a tone that was more curious than hostile as he set his things down and finished cleaning himself of blood using the mildly rusty sink.

"You know this place has a window, right? I came in through there. You should maybe get around to bolting it sometime."

"I'll add that to my 'to-do list'." Bruce said simply, his tone still calm and his posture unthreatening and showing no evidence of fear or anger. One look at his face though, told the man in purple and black that his old friend had still seen better days, even if he had also seen far, far worse.

"So this is where you've been for the last few years?" Clint Barton asked.

"Not all of it, no. I've been here for the last year or so. Maybe less."

"Oh. Still going with that 'don't stick around in any one place for too long' strategy? How's that working out for you?"

"Well enough." Bruce said, for the first time his tone taking on just a bit of an emotional edge to it, namely one of annoyance. What he said next only confirmed this further: "I hope you haven't come here just to give me a hard time, Clint. Because if you have, then you know where the door is."

"Nah, I came to see you. Wanted to check up on you after everything that's happened lately."

"You're going to have to be more specific." Bruce said simply. "I've been living under a rock these last few years in case you haven't noticed."

"Looks to me more like you're living in a shithole, but alright: the Avengers are back together now, for one thing. I know you've been out of that particular loop for a while, but after the big split a little over two years ago it didn't look like we were going to be getting back together anytime soon. But, the world had other plans." Clint paused, then said: "You missed one hell of a fight last year you know."

"Did I? Huh."

Clint nodded. "Yeah. Long story short, one of Spider-Man's enemies got his own Avengers team together, we all got scapegoated and hunted down, and then we all had a big throwdown at Thor's place where we beat 'em all. Oh, and I got a broken collar-bone out of it all."

"You seem to have healed."

"Yeah, surprisingly fast." Clint said with a smile. "That was way back in early 2014. Almost a year ago. Still, it was looking pretty bad at the time, especially when Sentry..." Clint trailed off and chose not to finish his sentence, instead saying: "...we could have used you."

"I think what you really meant to say, is that you needed a certain 'other guy'. The Other Guy. And you know what my policy is with him."

"Trust me, if ever there was a time to bust the Jolly Green Giant out, this would have been it."

"Don't joke about it." Bruce said sharply, before then catching himself and inhaling and exhaling deeply for a few moments before adding: "Sorry, that was a little uncalled for. But I hope you're not now asking me to come back to the Avengers now that they're...reassembling."

Clint chuckled at Banner's remark before saying: "Well, I won't lie, I was hoping you'd say yes. Cage is a good guy and all, but what's wrong with having two bruisers on the team? Not to mention that it's nice having someone around who can actually outgeek Stark and can understand the things he says that aren't women, smart-ass remarks, or both."

"Well, sorry to disappoint you on both counts Clint, but I'm not going back to New York. Not after Betty, Abomination, and everything else. I won't do it. I need to be away from all of that."

"Right, because being here and operating on people who've had their limbs blown off is a much more calming and relaxing environment."

"It's not all bad here, actually." Bruce said. "The children here are nice, and so are the other people for the most part. And besides, it's not stress that's the problem. Not anymore. I control that now. Work through it."

"So what can't you work through? What is it about New York that keeps you away?"

"The ghosts." Banner said simply. "There aren't any ghosts here. Or at least, not any of mine."

New York City, Avengers Tower

"So..." Bucky Barnes began as he stared down the assembly of costumed characters in front of him. "...how's everyone been managing?"

"Well." Came the confident sounding voice of a woman who was in her late forties but looked a decade younger than that. She was well-built, had powerfully shaped arms and legs, and wore a red and blue costume with a scarf in the former color and a mask in the latter over her face. Long blonde hair went down past her shoulders, and her arms covered in long blue gloves were folded over her chest. "Now that I'm back on Earth, I've been going out of my way to make up for lost time." Ms. Marvel's lips formed into a smile. "...and it's been working out pretty well."

"Good to know." Bucky said before turning his gaze to one of the Avenger's newest members. "And you, Mr. Cage?"

"Luke will do just fine." was Luke Cage's response before adding: "And I've been holding up. Spent most of my time helping the city rebuild after what happened with those freaks Osborn let loose last year. The streets are still hurting, and they need someone to keep an eye out, you know? I'm the one doing that."

"All by yourself?" questioned a third character in the meeting room, this one being the lithe, feline form of the literal cat woman known as Tigra. "What, Spider-Man's not available all of a sudden?"

"He's on his honeymoon." Luke Cage said simply. "...or fighting some chumps called the Sinister Six. I forgot which one it was. But long story short, the kid's busy. Doesn't matter. I can handle things."

Tigra held up her clawed hands. "Alright, alright, no need to get defensive." She then turned to Bucky. "I've been holding up. Feels good to be back in the hero business after being away from it for so long."

"What made you decide to come out of retirement?"

"Honestly? I was bored. Sunbathing and modeling are fun and all, but nothing really beats the thrill of kicking some bad guy's butt in ten different ways. That, and it's not exactly easy for someone like me to get work anywhere else."

"Where's Barton in all of this?" Ms. Marvel questioned as she looked around the meeting room. "I thought he'd be here."

"He's...'away', for right now. Went to see an old friend."

"And Stark?"

"Busy, as usual. Had some matters to discuss with The Captain."

"The Captain? Is that what we're calling him now? Seems a bit lazy to me. Couldn't think of a more creative name for him now that you're the one carrying the shield?"

"The Captain suits him just fine." Bucky said. "He's the captain of all of us, shield or no shield. I wouldn't be Captain America right now where it not for him."

"Please tell me you didn't call us all in here to discuss our day." Luke Cage said, frowning. "I happen to have a date that I need to keep, not to mention some catching up with Danny, so if there's no world-threatening crisis to deal with, I'll just be moving along."

"Actually, there is something important I wanted to discuss with you all. Very important, actually. I wanted to wait until Stark and Barton got back, but it looks like that won't be happening anytime soon, and I'm done waiting around. First off, you all remember the business that happened last year?"

The other Avengers nodded.

"Well, when we were rounding up the members of Harry Osborn's Dark Avengers, one of them was unaccounted for. Stark, Pym, and myself have been looking everywhere for him, but so far there's been no sign. I don't believe he's gone for good though, and with the tenth anniversary of his first rampage coming up, I want to be on my toes here."

"Who are we talking about?"

"Ultron."

"Pym's robot? I thought he got scrapped."

"He was." Cage pointed out to Tigra. "Several times, actually. But the tin man never seemed to want to stay dead."

"Cage is right." Bucky said. "Every time Ultron's ever been destroyed, he's just uploaded his consciousness into a new body. And each one tends to be more powerful and dangerous than the last. When he was with the Dark Avengers, he was in a copy of the Vision's body. The real Vision is also MIA, and has been since the Avengers disbanded back in 2012. Now that things have gotten quieter, I want to devote more time and resources to finding both Ultron and Vision, especially before the former decides to try anything."

"You think he might have been busy planning something big this whole time?" Ms. Marvel asked.

"Probably." Bucky said with a nod. "It's not like Ultron to be sedentary, much less non-aggressive. Whenever he is, it's usually because he isn't yet ready to start something up. But that also only lasts for so long. He always comes back at some point. I'm sort of hoping that this time, we can find him before he's ready."

"And then what? I thought you said he can't be permanently destroyed."

"He hasn't been, thus far. But if we could find where he's hiding his spare bodies, and destroy those too, we might at least be able to keep him down for a time. It's better to plug up the dam for a while then just let it break outright."

"Nice metaphor." Ms. Marvel said in a deadpan before adding: "You also said each new body's tougher than the last one. You think he's switched out of his Vision body?"

"If he has, then it means he's gotten into an even more powerful one. Only reason he'd ever abandon a body as powerful as the Vision's."

"But what would be more powerful than that?" Tigra asked, before adding: "Or do I not want to know?"

"Well, if we find Ultron like I want, we may just find out soon enough."

-X-

Yellowjacket sighed as he took off his mask and slumped into his nearby chair. Weeks of searching, and he hadn't turned up a thing. No trace of Ultron no matter where he looked, and at this point, Pym had, in conjunction with Iron Man, searched on every single continent. And still not a trace.

It was not that Ultron was not on any of the continents of the Earth. That would not be possible. But, it was clear that Ultron had chosen his hiding place very, very well. Enough so that Yellowjacket had no idea where he could be, and great as his and Stark's combined resources were, they could not search every last inch of the planet.

But wouldn't it be great if we could. Yellowjacket lamented silently. This in turn started up his usual mental process of self-loathing and self-pitying in equal amounts. More specifically, he thought back to when it had all begun, over ten years ago, in the early 2000s...

"It's done! It's finally done!" Hank had said with triumph, also embracing Janet in his arms and hugging her tightly. Such a far cry from what would come later. "Ultron's finished!"

"Calm down, Hank." Janet had said with a laugh. "He doesn't have a body yet. And it'll be a while before we're ready to give him one."

"But his mind, his central core, his AI, is all there. And those things are more important than any body. Just think Janet. The first Artificial Intelligence ever built, and it was by our hands! This could change everything, revolutionize science and technology forever..."

Janet laughed again. "Slow down, Hank. You're getting ahead of yourself again. Let's just take one thing at a time. We still need to see just how advanced Ultron's AI is. I want to also see how well he responds to emotional stimulation. Y'know, see if the machine can feel anything."

"I doubt it." Hank said. "Sure, he's an Artificial Intelligence, but even so, there's only so far it goes. I don't think he'll ever feel anything. At least not in his current stage."

"Hold on, where was all that optimism that was here just a moment ago?" Janet teased. "Come on, if he's really a working Artificial Intelligence, then in theory he should be able to do everything a human can do, with the proper encouragement and training."

"The key words are, 'in theory'." Hank pointed out.

"Well then, let's test the theory." Janet said with a smile.

And test the theory Janet did. That had been so long ago, so many years ago and so far removed from what Hank ended up turning into, and what Ultron turned into. For in the end, Hank was wrong. Terribly, terribly wrong. Ultron did learn how to feel, and he felt one emotion in particular. One he felt very strongly, and Hank knew continued to feel to this day, no matter where he was in the world.

Ultron felt rage.

Author's Note: And there we go. Mostly just a warm-up right now, but hopefully, this will grow into a good story all it's own. Fingers crossed.