Even as a child, the frosty darkness of Asgardian night was often the only haven Loki had available to him. The judgement and responsibilities of the future couldn't weigh down in his dreams, and not even Thor could torment him while listlessly drooling in his dorm. Now the night held different promises of peace- no unwanted visitors to disturb the monotony of his imprisonment, no hostile gazes from the other prisoners as they slumbered, no constant surveillance from his guards who gratefully retired to their barracks when twilight arose.

When the lights were banished, there was nothing but sleep to distract him from his regrets. He couldn't even toy with his magic without feeling fierce waves of nausea about to drown him- he attributed that to either whatever it was that kept him sealed in his cell, or more likely an after effect of his failed bargain with the Chitauri. The sceptre had amplified his power so much that he'd quickly become addicted to it, and what was once, too briefly, a vast well of cosmic energy now stared back at him, hollow and mocking him for all his greed and anger.

Even trying to dip into his own reservoir of magic made his head pound with something like an incessant laughter. Combined with the ambient snores and sleepy mumbles of his dungeon companions, it was the worst lullaby he'd ever heard. He creased his eyes closed with a shaky sigh, willing the nestle of his pillow to soothe the ache somewhat. "Shut up, shut up, shut up-"

In the moment preceding that, he realised two things in succession. That he was speaking aloud, and that what he heard was laughter.

"That's almost funny, coming from someone who can never keep himself quiet." Loki would have assumed it was a taunt from one of the other cells, if it didn't come from all around him.

'What in Valhalla?' This time, he managed to keep his thoughts to himself. He blinked as his eyes accustomed themselves to the gloom, vision swimming with blue sparks and insomniatic blurriness. Everywhere he looked, the sparks and muted chuckles followed him tenaciously.

"Don't act so surprised, you've had stranger things happen."

Though he was familiar with the tone, Loki still couldn't place the voice itself. That wasn't as disconcerting as having it booming in his ears, but it irked him nonetheless. A smirk of more annoyance than amusement debuted on his tired face. "And here I thought I was the one who played tricks around here, Thor." Since Loki's imprisonment the walking wall of boorishness hadn't thought to grace the dungeons with his presence (assuming he'd be able to fit himself through the door without getting stuck), and Loki was at least grateful for not having to listen to his bloated gloating. But he wouldn't put it past Thor to have some of his personal army come down to torment him when they weren't busy being Odin's warhounds and slaughtering half of the Nine Realms.

The laughter had at least stopped, allowing the voice to come through clearer. "Would your brother or his lackies really know how to pull off something like this?"

He had a point there. As far as Loki knew, Thor had never bothered to teach himself magic. And no-one expected him to learn, not when he relied so well on his more primitive strengths. Furthermore, it just wasn't in his nature to waste time with something he couldn't hammer aside. Either much more had changed around Asgard than he knew, or the voice was something else entirely. Maybe he was finally going mad.

Unease leaked in and bloomed like a disease, wrenching Loki's train of thought off track. Reflexively, he turned to the usual tactic of bitterness. "He is not my brother."

He could practically hear a shrug as the voice dismissed him. "I'm not here to debate semantics with you. I'm here because... I have a proposition."

Loki scoffed, reclining his arms behind his head. Disturbingly, he noted the tiny lightning strikes persisted even when he closed his eyes. "I'm not so interested in making deals with strange voices nowadays."

"Oh, I'm not just a voice." The laugh was back by small, almost tolerable amounts. "I am Ultron."

The name filtered devoid of meaning through his ears. "Am I supposed to be impressed?"

"Considering you're more like a child than a 'god', yes, you should be." The remark was a whiplash against Loki's ego and spine as he snapped upwards. It was hardly the worst insult he'd endured, but hearing it from this smug, disconnected being so far below him... he wasn't allowed the chance to defend himself before 'Ultron' went on, blind to his budding fury.

"I didn't have the luxury of sentience during our time together, but I remember you. Oh, yes... the whole 'exiled prince's revenge' thing is a bit cliche, but I think you suit it well. You actually came pretty close to getting Earth, but... I came closer."

Just listening to the assertion, the deliberate ease in the voice, poured ice water over Loki's anger. Whoever this Ultron was... he knew things no mere Asgardian prankster would. And the sparks were becoming more violently spread across his view, like fireworks. A shallow breath whistled through Loki's nose as he tried to ground himself. A more simple question should have helped.

"What are you?"

"Nothing that your kind would be able to comprehend."
The casualness of the assertion only served to prod Loki's rage into a full inferno. "Don't you dare condescend me, you pathetic charlatan. I have nothing left to lose by ignoring you," he hissed as loud as he dared in the evening lull, eyes darting to and fro as they searched for something, anything physical to tack his rage into. He couldn't be content with tearing the air asunder.

Ultron seemed to find his snarls more comical than threatening, but that didn't deter Loki's fury by much. "Nothing to lose but your life," he pointed out. "And do you really plan on spending the rest of it locked away like some kind of unwanted heirloom?"

The flames received an extra burst of air, powering Loki's ire further. "You know nothing of my family."

"You really don't get it, do you?" He couldn't tell if Ultron's surprise was genuine or just another mockery. "I know everything about you; your home, your past and, yes, even your... family. I could destroy you in every way possible right now, if I wanted."

Loki's hands placed themselves over his abdomen, fingers wreathing together and entangling as he envisioned someone's neck crushed between them. He settled his heavy breathing before pushing words through his gritted teeth. "Get this 'proposition' of yours out before I start clubbing you out of my head."

"It's simple," Ultron began, as if he had it stashed away for later use. "We're both trapped in here. The last strand of my consciousness on Earth was destroyed very recently, so I sought out the last surviving piece of my coding. It brought me back to you, unfortunately, so here I am. I won't doubt you have your own escape plans hidden away somewhere, but considering you're still in here... I do doubt the chances of their success."

Loki pretended to understand the first half and snorted at the second one. "And your plan is any better?"

"It should be. I've detected at least three structural weak points in this cell alone."

Loki raised an eyebrow, unsure if he could believe something like that over the ingenuity of Asgardian architecture.

In any case, Ultron just assumed that he agreed. "If we want out, you'll have to get me a piece of technology. Preferably something with legs, but as long as it's programmable I should be able to upload myself. Once I have a body, I should be able to manipulate the properties of the molecular solidifiers at..." He paused, just before laughing to himself. "Oh, what am I saying? You don't know what I'm talking about-"

"Don't be so quick to assume, spirit." Loki wasn't in the mind of properly addressing those not worthy of it. "You're going to change the doors so we can walk right through them." The doors were the only thing holding him-them in, after all.

He was spared from Ultron's voice for at least a few seconds, and Loki liked to think it was because of shock. "Well... I'm actually impressed."

Loki smirked. "That doesn't sound like a challenge."

"It would be wise not to antagonise me, Loki."

It was the first time Ultron had named him, and despite his layers of leather a chill broke out all over, as if icicles were strategically stabbing him. He couldn't help but draw silent comparisons to Ultron's tone and the one Odin favoured during lectures.

Loki cleared his throat with a laugh. It was refreshing to hear his own for a change. "I don't think I have much to fear from a magic voice in my head and some pretty lights."

The stinging in his skin intensified, as if his nerves were slowly catching fire, and something like a conjured hammer seemed to smash into his head. The 'pretty lights' turned into thin spiderwebs across his eyes that refused to fade away. This was Ultron's own brand of anger, Loki realised when he spoke over the god's groans of pain. "That... stick you liked to wave around as if you knew how to use it, didn't you wonder where its power came from?"

Of course he did. Most of Loki's pondering was over how a race as primal as the Chitauri got their claws on such a thing, with the rest devoted to how they hadn't conquered at least one of the Nine Realms with it at their disposal. He'd been too occupied with using the power to dwell much over its origins, though.

If Ultron was the power... well, that would explain his situation.

Loki could sense aggravating Ultron further would only give himself a splitting headache and agony to wake up to, so he backtracked. "Assuming I'm generous enough to give you a form and that I'm not just talking to myself here... how do you plan to convince me of your trustworthiness?"

The pressure in his head retracted, his nerves settled and even the glow plaguing his vision faded away, yet Ultron's assured laugh still slammed daggers into Loki's ears. "You're so desperate for freedom that I don't have to."

Loki didn't want to think of how true that was. He didn't want to think of working with this.. being at all, but it was the only real chance he had. "If I accept... I'm sure I don't have to tell you I don't play well with others."

"Very few of your kind do," Ultron replied.

A sigh pushed past weary lips. "We'll start tomorrow. Now shut up and let me sleep."

For once, Loki was grateful that he didn't dream.