This, and the "Starks Don't Cry" arc, is a collaboration between me and TheArcReactor on AO3.

Ultron, the bringer of peace and the destroyer of mankind, stood over the small form of James Rodgers like a wolf cornering its prey. His mechanical body seemed to shimmer as the harsh light of the desert reflected off of it. Heat radiated off of the ground, making the air shimmer. Far off in the distance, mountains spiked out of the ground, signifying the end of the barren wasteland. Below the boy's shaking feet lay a web of cracks where moisture had dried inside of the desert sand.

Raising his hand, Ultron waved at James, signaling that he meant no harm. The boy clearly did not believe him and shrank back.

"You know I'm the last one," Ultron said to the boy, watching as the kid's face turned white at the sound of his voice. The child nodded.

"You destroyed all of me, all of my robots, my army. They're all gone thanks to you." Ultron's face contorted into a mask of irritation, "It's just as Vision told me of, it's checkmate."

The boy was beginning to realize that there were no hostile intentions in this. Pitiful, Ultron thought, just like his father. James began to stand, planting his feet and slowly pushing himself to his feet. Color was returning to his face.

"I am a conqueror of worlds, a ruler. But there is one thing that history has always replayed over and over again: the devil never knows when he is defeated. I was a virtual implant of your godfather, Tony Stark, who, as much as I hate it, was something of a modern-day genius. I know when I have been beaten. Every logical move includes my inevitable destruction from now on."

James stood now, facing him, meeting his eye. Brave boy. Wordlessly, Ultron reached behind his head and pulled out a small device with a small button on it. He held out the object to the boy.

"You press this and it'll destroy me. Do not do this lightly, I am not the same killer robot that once killed your families."

There was a brief pause as the two stared at each other. Blue eyes, met violent red lenses. Then James took the device and Ultron stepped back.

James nodded, visibly becoming more comfortable with the killer robot as the minutes passed, "I don't know the whole story..."

"A few weeks ago, your godfather uploaded a virus to my system. I'm sure his intentions were to disable me long enough for you to destroy me... Either he messed up rather well or he planted something else in that code. Either way, there was a side effect. It gave me human properties, closer to what your friend Vision has. It gave me emotion, life, thought, feel... ahhh things that I had never felt before. The worst part is that it gave me... remorse? A yes, that is what you do call it, is it not? Don't worry though, the heartless terrorist robot is still in here," Ultron tapped his chest, "but he is a different man as well. For once, I'm not in a mood for all the conflict."

Ultron slowly sank down into a sitting position, leaning back onto his hands in quite a human pose. He motioned for the boy to join him. James cautiously sat down across from him, resting himself on the desert sand, still holding a death-grip on the button.

"Of course, your precious Stark would never let that happen again. After all these years, he's finally figured it out. I am a part of him, James, and he is a part of me. See, I was his creation in the first place. I was his son, his only son. Have you ever wondered why your Iron Knight has never had children?" Ultron let out a sharp laugh, "it's because of me... and your real father, Captain America."

James froze, his finger straying towards the button. Ultron glared at him in with a very "Tony Stark" expression on his face.

"I know Tony Stark better than any of the people that still walk this planet... so I can tell you that he never told you the real reason of why I was created."

"He told us that you were made as a pea—"

"-a peaceful robot? A person to get their hands dirty to make the world peaceful? Hah! Typical Tony Stark. That was my secondary programming. My primary reason was much more... personal. It's actually quite ironic. Your father and Stark were in love."

James spluttered, reddening, "what?"

"I've heard so many of Tony's old stories, but none that tell the real truth. All that nonsense? About how the world was at peace... Hmmm how did it go? And finally, when the world was at peace, the heroes built lives of their own. The Soldier and Spy fell in love... Ah, there lies the falsehood. The Spy wasn't the only one to love the Soldier, was she? For a time, it was the Knight and the Soldier. " Ultron smirked, "But that didn't last long, did it? Perks the genius, at least he was smart enough to keep it a secret. He loved your fater so much, James. He even wanted to kill the spy at one point! Of course it never happened though. After all, I Yoshida Ultron, was their judge, jury, and matchmaker. The powerful AI that your precious Tony created to get little Steve's love back was just too fast for its creator. I got to them even before Stark had any chance of stopping me."

"NO!" Cried James, staggering backwards, "these are all lies!"

Ultron threw back his head and laughed, "it's my revenge, little James! I may have the knowledge, the power, and the control all stripped from me, but I still have one weapon left: the truth. I know things that could break you in a heartbeat, that could end your friendship with your godfather for good. But my emotions cloud my judgment even as we speak. My remorse would be unbearable, my sanity broken. I could never hurt another person so close to Stark... Not physically at least... I would die immediately. I have given you my lifeline. What is my final play? It is to break you, to hurt you in a way that I have never had the power to do before. I have two sides at war here, one a shadow of a living being, the other a monster. I must compromise. I finally understand you humans but oh, how dearly I want to hurt you people!"

James stood there, shaking, his knuckles white on the device. His finger was poised several centimeters above the button. The AI was raving mad.

Ultron slowly got to his feet, his metal body already taxing from the harshness of the desert sand. Slowly, he closed his eyes and leaned back. At any moment the kid would push that button and end his life... his last life.

"End this. Push the button, James."

Several quiet moments passed.

"No."

Cautiously, Ultron opened his eyes. There was a soft clink of metal on stone as the death device clattered to the ground. It lay there, the button facing upwards -thankfully- and untouched.

"You're defenseless, Ultron. You've killed thousands, millions of people here. I don't think Tony, or anyone else for that matter, would forgive you for what you've done. They would destroy you on sight..." A tear slowly trickled down the boy's face as he spoke.

"But I'm not one of them. I know you killed my father, that you say that Tony killed him. I know that's not true. You weren't a person... you were, like you said: a monster. But maybe... now after the programming... you're becoming one of us. Maybe I'm making the wrong decision, maybe I've gone insane... or maybe I'm just seeing what you really are."

Ultron bowed his head, feeling his newly-found emotions swirling inside of him. He would have cried if he were human, hell, he would have not even have done all of those terrible things if he'd been human.

"How can you forgive me—"

The boy continued as if there had been no interruption.

"There's one thing I learned several years ago, when I was hidden in Antarctica. It's something called the Spirit of Ohana. Azari told me the story. It means family. Whether I want to admit it or not... you're a part of our family. You'll find a place to belong in this world, Ultron. It won't be with us, but it will be somewhere on this earth. I know this is a place that you once tried to conquer, but something tells me that you're a different person."

James turned back in the direction that he'd come, but stopped.

"I don't forgive you, Ultron...I don't think I ever will. You were the murderer of both my parents and that is something that will never heal. But there's something I can't explain... it won't let me push that button. It's... deep, a feeling that I've never had before. It could be the fact that I feel sorry for you, but that idea, the idea that everyone can belong... that means something to me."

The boy looked over his shoulder at the robot, his blue eyes reflecting the sky above them.

"...Maybe it could mean something to you too."

As the boy walked away, Ultron watched him. His emotions were swirling with activity and when he finally turned to face the distant mountain, he felt something new flood his senses.

He belonged somewhere.

He had a family.

Maybe not one that wholeheartedly loved him, but at least one that could possibly believe in him...

And that was all he could ever ask for.