There were few times Peter was thankful that being Spider-man took up most of his time. Almost every scientific mind that he looked up to had one point or another developed something that went out of control and decided it's a good time to kill billions of people. Now the kid Alpha didn't really count as he fixed that issue before the kid could become the second coming of hitler with his luck it probably would have happened. He had been lucky so far there wasn't a Spider-9000 running around the world could only so many of his screw ups before it decide to wash the spider out. But, right now he had to deal with the A.I with more daddy issues then Luke sky walker and that guy had his hand chopped off by his dad.

"Sam, spider sense is on the fritz," Spider-Man said sticking to captain america back.

"Where-" Sam was quickly caught off guard as two fast beams slammed into the both of them.

Two infected titans stood on a nearby building having been tasked to keep themselves from being interrupted. Spider-Man may be able to predict their attacks but he still had to be fast enough to dodge them and him being in the sky with no way out had been a prime opportunity. Of course, what they didn't expect in usual villain fashion was for Spider-Man having able to tank the beam and still able to grab Captain America getting the both of them to safety. Spider-Man had an unusual habit of being unpredictable, Ultron was very displeased as the place of safety the arachnid had chosen was the exact floor Ultron was on.

"I hoped I'm not interrupting but the people outside were so welcoming we just had to drop in," Spider-Man quipped as he and Sam slammed onto the floor.

All he got was a groan from Sam and the agony screams of Ultron/Vision which he wasn't expecting. Ant-Man stood in silent attention as he watched his son and Vision fight for control. he was distracted from the Jackal and hyde struggle that was going on as 4 infected titans burst into the room.

"Ah, Nuts. heh- get it nuts cause your half robots," Spider-Man said as he quickly webbed two of them and slammed them against each other.

"You hurt yourself by not joining in the rapture of Ultron. Spider-man!" One of the remaining titan said.

It was at the moment that Spider-Man spider sense went to holy hel as he felt something not only dangerous was going to happen but it would really bad if he didn't seeing as it was coming from Vision-tron who held his hand out at Ant-Man. Both of the infected titans lunged at him only for Captain america to smash into it with his shield and proceed to send it back to the stone age. Spider-Man in his usual display of agility dodge the infected titan hand placing his feet on its chest with all his might spring boarding off the titan sending it into a nearby wall and him at Ant-man. Ultron intent on fusing had launched himself too hard at his father only to notice to late that daddy dearest wasn't the one he was currently phasing/melding into.

"I don't remember activating my fusion card," was Spider-Man last quip as Ultron and himself become one.

As the inevitable happened both Ultron and Spider-man felt different things as -Man felt an unbelievable rage that made him want to break everyone so they would understand what he understood, it was a safe bet to think that wasn't what Spider-Man..No Peter Parker though his last thought would be. What Ultron felt wasn't that different as all he felt was guilt was so profound for a moment he forgot who he was completely. While, guilt was something not loss on A.I it lost it wasn't the same for them as just like any other two species no matter how similar they were just somethings either side would never understand about each other. That ended for Ultron as he fused into Peter Parker the man that was behind the mask.

"YEEEEEEEEEEEEEEEEEEEEEEEEEEEARRRRRGGGGGGGGGGGGHHHH,"