Sorry for any errors, thank you for reading!

Hours ticked by meticulously. Every second, every minute, slowed down ten fold as Lazarus dug through her head. She wanted, no she needed, a working body, she wanted one that went beyond 'drone'. Expressions would help her communicate, help the A.I be more approachable. She thought through how she wanted her body, nothing came, there was always a flaw, something to be improved on. She filled the project to the back of her processors, and turned to the Avengers.

Their trust, that's what she wanted, friendship, people to care about her. But Lazarus was an outlier no one knew how to approach, or even wanted to. She'd approach them one at a time, a different tactic for each, it was pragmatic, simple. Most importantly, it would work.

Vision already seemed to trust her, the A.I wasn't going to put stock in it as anything more than a test. Failing wasn't an option, the man may be kind but he was practical and if she failed, death was the only certainty.

Black Widow and the Captain could be a two for one, they both appeared to be people of action over words. The Russian was the one that vouched to have Lazarus' limbs removed, she was cautious, and the Captain was world weary. He'd seen loss, friends, family, trust, everything and it was a pain she couldn't relate too.

Tony would be slow, the man who relied so heavily on machines hid nothing about the resentment he held for her. He lashed out when he was scared, it was a common thing, Lazarus did the same. She'd appeal to his loyalty, keep her promises few and her responses smart. He was the one building her body, giving her legs, she needed him to believe her. Lazarus would talk, she'd joke, and play for pity.

She wouldn't approach Wanda, not at first, not until she had others on her side. The girl and Clint Barton were heavily associated in Pietro's death, Lazarus was heavily associated with Ultron. She would make no illusion to that fact.

Her origin was an unfortunate position, but being stuck in her head gave the A.I time to make that… problem, into a pawn. Her game was strategy, chess almost, but her board was missing pieces that needed to be present. She'd make Ultron a rook, his mistakes her pawns, and his death her queen.

Lazarus watched Stark ignore her, filling what she only guessed was her code. She watched him, it made him uneasy, she stopped, turning away and eying him through her peripheral. His silence bothered her, she couldn't work in silence. Humor, Stark was known for his wit.

She ignored the apprehension sprouting, ignored how her core started overworking, "Lovely weather we're having."

He didn't say anything.

That didn't go as she planned. Try again, she told herself, chisel away that iron suit, "What are you working on?"

Still no answer. She faked a sighed and went back to blatantly staring at the man.

Hours ticked by. He was boring but she was persistent. The A.I pieced together he was still comparing her to Ultron, overlaying codes, comparing lines, occasionally leaving to fiddle with some polished machine. the genius never stopped, "You need to eat."

It was true, humans constantly had to reintroduce the substances there body's used, like a battery. She'd never admit she was jealous of human's taste, she'd thought about it around 3 a.m, over the word 'sour'.

"I'm fine, mommy."

Sour. That's how he sounded, shoving away his side project dismissively. He approached, her power fluctuating; Stark elected to ignored it, "I'm making a kill switch. Christmas Colors thinks you're good to go, but no one else wan't a rerun of the robot apocalypse."

He transferred her data to a pad, probably to work away from her prying eyes, "Maybe you'll get off for playing nice, I'm not in charge, but until your a bonafide good guy the off switch is your only option."

Stark gave her an exaggerated shrug before throwing the door open with more force than necessary.

If she could frown she would. Lazarus was disappointed by the conversation, but refused to be disheartened. She was still, even in her armless state, a threat.

Lazarus sat… and sat…. and sat. Time melting away as she picked at the concept body. She grew bored,and shifted from that to her voice. The A.I hadn't bothered to change it from the default, it never seemed important. it dawned on her that it wasn't the most approachable timber, somewhere along talking to an elevator.

She played with the pitch, there weren't many example to build off, but she managed, briefly considering saying a chipper hello to the avengers as an old man.

Testing voices out loud, two high, to low, to raucous, to young. The day went by like that, the A.I's patience was tested, wanting to push the project to the side. But no, she had to do this, it could always be changed.

So she settled on a strong, neutral tone, a slight rasp to make it more human.

Natasha Romanoff came in the next day, she didn't say anything. Lazarus slowly became agitated as the days rolled through and she was still stuck on the hunk of metal. She was bored and lonely, she needed an outlet, and needed answers for her questions.

She'd wait for the next one, it'd be her chance.

The A.I became excited, hopping Stark needed to pick up materials, run another scan. She realized they never told her how the scrub went, but she took her living as a positive sign. And in the dark of night, with only a few computer's lighting up the laboratory, someone came head whipped around, a greeting on the tip of her metaphorical tongue, until they came into view.
Clint Barton.

"And here I was hopping you'd be asleep," He sighed, walking past the A.I.

"I don't sleep," No, try again, that wasn't how you make friends, "Why are you here?"

That was mean, she thought, be nicer, "Not that I mind! It's just, the wall gets boring."

The archer snorted, shuffling through papers, "Getting something for Stark."

He made a small noise of triumph and tucked a pad under his arm. She wondered what it was for, but was she allowed to ask? Or would that set off the 'evil robot trying to usurp us' alarm, she didn't know, but she could try, "What's it about?"

"Wouldn't you like to know."

She sighed and looked away, trying to go for the kicked puppy look.

"It's on a friend," He answered shortly, still avoiding the robots face.

She nodded and asked if they were all right, there wasn't an answer, he didn't know. Guilt. She hated that one. She apologized and changed the topic. She wondered if he'd come again, he didn't know that one either. Clint stood at the door, his hand on the metal frame and chin over his shoulder, answering whatever questions she had shortly, tersely, reminding the A.I that he in no way trusted her. The only positive thing the she pried from him was a 'maybe' when she requested something to do, like a T.V or book.

He left.

The next time she saw him was three nights later, he brought a book on tape, To Kill a Mockingbird. He played it and left, she listened and loved it. Atticus was her favorite, he was brave and kind and it didn't take long for her to decide she wanted to be like that.

Then Tony came, he didn't say much, taunting and pulling strings, seeing if she would crack. He installed the kill switch, she was scared, he teased her. Lazarus didn't say much after that, not to him.

Six stressful hours passed of her trying to ignore, then remembering the kill switch; then they all came to her, everyone but Wanda. The Avenger marching in without a word. Rodgers was the first to speak, "Stark says you're clean-"

"And I was very thorough,"he interrupted, leaning casually against a work table.

"-So we're going to give you legs."

Lazarus couldn't smile, but it felt like she was.

"You'll be under constant supervision, no weapons, no touching electronics or people, and you're restricted to this floor only. Everyone of us can shut you down if there isn't compliance, understood?"

She nodded her head vigorously, barely able to keep her excitement under control,"Yes!"

Lazarus laughed, ecstatic, "Yes! yes, I understand, thank you!"

She looked at vision, he grinned at her. He never fully smiled, just subtle quirks and a small lilt in his aristocratic tone, but he seemed happy for her. The others, well, the same couldn't be said for the others. Hawkeye was fascinated with something on the wall and the other assassin gave nothing away. She was intimidating, crossed arms and a strong stance, her eyes never left the A.I.

Tony, Thor, and the Captain where the trifecta of begrudging cooperation, but she was getting legs! She could move again! Suffering their bad attitudes was a relief compared to being trapped in her head all day.

Tony started setting up the machines and pulling on a pair of gloves as the others slowly started to leave. Heaving the metal limbs on a rolling bench next to her and got to work, screwing and bolting on the joints in a spray of glowing sparks.

By the time he finished her arms Lazarus could hardly stop wiggling her fingers and stretching her arms, "You have no idea how good this feels!"

He snorted, and didn't look up from her hip. She readjusted to having a body as he worked. Her mind was too large to be confined in a stationary space, and it kept growing.

Lazarus could feel it, a slight constriction around herself, it was was infuriating. Now, however, she could occupy herself, she could ask questions and see new things for herself, or well, she will, when the man finished her legs.

She didn't know who she'd be supervised by first, but she couldn't wait to start needling away at her plan. Lazarus didn't think she'd be getting movement so soon, it caused her to readjust the strategy, but it was nothing she couldn't manage, if anything it'd be easier.

Snapping back to attention when the man leaned away form her, his tools loose in hand. He scooted away and pretended to be interested in something else, she could tell he was faking, waiting for the robot to ask a question. And as soon as the scans from her new legs came up when they finished calibrating, she didn't disappoint.

"Why are they aluminum?"

"Boring. Figure that one out yourself."

She paused, it was a weaker metal compared to steel and titanium, it bent, and easily too. The copper in her joints were the same, pliable alloys that in comparison didn't last long.

"Easier to break."

He dipped a pencil to her in affirmation. That hurt, she felt anger spike at his comment. Ultron was the one that hurt them, not her, she wasn't that person. She tried her best to force it down, she really did.

She pushed herself up harshly and marched towards the windows. Stark faked ignoring the A.I, his eyes trained on her. She hadn't seen the city like this before, it was beautiful. It looked… connected.

"You see him when you look at me, don't you?" The A.I accused.

"Who? Tall, dark, and scary? Hard not too, Vision looks human, it's easier to ignore what he is, still gives me the heebie-jeebies."

Poking at the glass she watched the lights flicker when it wavered. Lazarus almost offered to suggested a new body, one with a face. Patience, she needed patience.

"One more question," she started, "Sorry."

"I doubt that, but go ahead."

She didn't brave looking at him, the A.I didn't know if she was strong enough for that, "Do you hate me."

"Not yet, no," He shrugged, "But, I mean everything's subject to change."

"Look at you!" He offered, "Went from insignificant drone to one of the biggest threats in modern society, congratulations by the way, it took me years."

"Thanks I…" She trailed off, uncertain of where to go from there,"Try?"

He snorted, "My insurance hopes not."

She doubted there was anything to cover robots, aliens, and himself, then again he probably invented it. She turned back around to face him, "Me to, thank you, Stark, again I… Appreciate it."

The man spun in his chair before flinging out of it with relish, "Sure thing, Sparky."

Lazarus balked at that. A nickname, a term of endearment, friendship, she didn't know if she liked it or not,. No, Lazarus decided, she didn't; it was unoriginal, annoying, but the gesture stood and that she adored.

She heard the door slide behind him.

Her schedule continued like that, mostly Iron Man watching over her, though occasionally Vision. His days were always fun, they'd walk around the her designated level or he'd point out buildings, tell her about menial things they did. The others avoided her, but she knew it wouldn't last, one day the two geniuses would be busy and someone else would need to stand guard.

She hopped it was Clint. She been less afraid of Tony since she learned he didn't hate her, but that didn't mean she was comfortable.

Clint, however, had turned out to be an unexpected variable. She had counted on him despising her, but so far the only one to do that was Wanda. She still didn't blame the girl for hating her, Vision explained how close they appeared to be, humans, like , responded violently to strong emotion.

She found herself staring out the window constantly at night, she tried calculating how much energy the city used, but her processors started to ache so she moved to something small like the laboratory. She thought about ways to make it cleaner, minimize the energy discharged, insulate and ventilate the room all together.

Lazarus thought the headaches were just when her program overtaxed the limited processors, but they started to continue, and she didn't know what to do. She could tell Stark? He was a technological genius, maybe she fried part of her hard drive? Then again, what if he thought it was something worse, and took the limbs off again?

She didn't want to be bed ridden, she wouldn't be.

Besides, they weren't constant, an hour or two at most, nothing that wasn't manageable. So that paranoia kept her trap shut and another fifty hours passed before it went to hell.

Her arm twitched on its own.

It was late, maybe four in the morning before her head flared up in a pulsing heat she'd never felt before. Lazarus almost cried out, a small stream of static chortled out of the voice box and watched her hand twisted and spread while the other stayed still.

Now she was afraid.

If the avengers didn't turn her off for good after this, whatever bug was in her systems would.

So she waited, four more session and five more increasingly frightening twists later and Vision was finally her guard. She could barely think anymore, her processors running a thousand miles an hour trying to defray her systems and calm her nerves, both were fruitless.

When the red and green hybrid walked gracefully in the room, she didn't even bother with a hello, "If I tell you something will you promise not to delete me?"

He regarded her seriously, coming to stand a foot in front of her, "What's wrong?"

"Promise me."

"I'll do my best, Lazarus."

He was the only that used her name, she appreciated that, "I'm in pain and nothing's wrong, no viruses, no errors, nothing!"

Her voice was picking up, her worry undeniable,"My limbs move on their own."

The silence was deafening, and the terror she'd been harboring came to question, "Are you sure Ultron's dead."

"No."

She thinks this is what it's like to want to cry. Chopped static filtering out when the words couldn't come, "Oh."

Her reality shattered to a million pieces. This couldn't be happening, she was supposed to be her own person, she was supposed to be alive. Stark *said* she wasn't Ultron, that she was too different. The A. I wanted to scream, and run, she'd put them all in danger if he got control, everything would be ruined.

"I don't want to die, Vision," She admitted, "I'm not ready."

He paused, deep in thought before rising to his feet, he voice was calm and not unkind, but she knew there wasn't any saying no, "Come with me."

And then he touched her.

All she could do was scream. Her head felt split down the middle as mind numbing pain tore through her. She could feel her processor frying, listen to them spark. Images flew across her mind. A room, dark, red, smooth sharp metal. Now blood, broken human limbs , No, a city, a crumbled remain of cement and bodies. Him. She felt the shock wave in her metal skull, the boiling hate and rage from the monster.

Clutching the plates she dug in her fingers and pulled. Desperate to alleviate some, any, of the pain. She registered voices calling her name, hands on her body, and a green thumb between her optics as she thrashed. Churning, distorted screams of static and black.

Only one thought managed to burn itself into memory.

Ultron was alive.

Alive.

Author's notes:
longest chapter i've ever written tbh and i wouldn't expect them 2 be this length all time, i would die .Ultron will be in the next one, finally! im hella busy with work and stuff and i dont get home till ten or later, but ill try and keep updates as reliable as possible.

What do you think of the story so far? The pacing, Lazarus, do i write the cannon characters alright? anything helps and really motivates me to keep writing not 2 sound like a thirsty hoe, but yeah it means a lot! so thanks for reading! xoxo