Valerie watched as Ultron's little bots helped make new bots, some with more upgrades and some with none.

She turned to him and frowned, "Do you really think we should stay here?"

He shook his head, "No, we'll leave soon. Do you have a place that no one knows about?"

"Yeah, but there isn't any machinery so you won't be able to make your little buddies."

"That's fine; I've already planned for that."

"What's the plan?"

Ultron chuckled, "You'll find out."

She glared at him and crossed her arms, "Ultron, we're partners now, meaning you've got to tell me everything you're planning."

He sighed, "They'll be hiding in certain sections of New York, once we're ready they'll come out of hiding and destroy the Avengers, or what's left of them."

"Please tell me your plan is a work in progress."

He turned to her, "What, you've got a better idea?"

"No, it's just-"

"Yes, it's still a work in progress now where if you're little 'safe haven'?"

Valerie smirked and turned to the tunnel, "Follow me."

He did as he was told and followed her; he followed as she drove into the woods and after about half an hour, stopped in front of a small log cabin. She hid her car in a small shed next to the cabin and then waved Ultron over to the house. He ducked his head to get in and examined the cabin; it looked like a hunters shack. It had a small oven, bed, chest, fridge, and a small carpet in the middle of the room.

Valerie knelt down and removed the carpet to reveal a hidden door; she opened it and climbed down the ladder. Ultron followed her down and saw that there was a secret tunnel, she walked down the tunnel and slowly opened a metal vault like door.

Once opened she smiled and pointed inside, "This is my 'safe haven'."

He eyed the room, it was pretty large with a very small kitchen and a couch pushed up against the wall, on the other side of the room was a punching bag and some practice dummies, in the middle of both rooms was a ladder that led up to a small space that was full of thick and thin blankets and pillows.

"Feel free to take down whatever you want, other than the blankets and pillows, those are off limits."

"Why would I have any use for them?" Ultron questioned.

Valerie just shrugged, "Maybe to polish your metal, I don't know I'm not a robot."

Ultron hummed in agreement and walked over to the dummies.

"So how long are we going to be here?" Valerie asked as she walked over to him.

"You're free to go whenever; I on the other hand will have to wait a while. Say, you don't mind me making others, do you?"

"You mean the bot guys? Sure, knock yourself out," she walked over to the kitchen and grabbed a small garbage bag that was filled with clothes. "Now if you'll excuse me, I'm going to take a shower."

Ultron waved his hand uncaringly as he cleared a space for his work.

oOo

"Still no reply," Kayla said with a sigh with her phone in hand as she sat in the passenger seat of Cassy's car.

Cassy frowned, "Maybe she took a wrong turn?"

"Do you mean with talking to Ultron or-"

"On the road Kayla," Cassy sighed. "Listen, we're going to be at Starks soon so-"

"Yeah, yeah, don't fangirl when you see him."

"That, and also don't be shocked if he gets mad at you."

Kayla glared at her, "Why would he get mad at me? He made the stupid robot."

"Yes but you restarted it. Actually, he'll probably be mad at the three of us."

Kayla sighed, "Great, the first time I meet Tony freaking Stark and he'll be pissed off at me."

"Language Kayla," Cassy said as she gave her a stern look.

Kayla looked back out the window before trying to call Valerie again.

oOo

Valerie sighed as she climbed out of the shower and wrapped a towel around her body. She quickly dried herself off and put on the black shorts and white over sized long sleeved sweatshirt that was in the small garbage bag. She walked out of the bathroom to see Ultron working onto one of his bots.

"Well that was quick."

He turned to her, "I need a lot more of them, about three times as more as before."

"Yeah, also you need a different plan."

Ultron glared at her, "Yes, I know that Valerie."

She smiled and hopped up onto the counter, "Good, just wanted to make sure."

She leaned over to the fridge and grabbed a beer as Ultron studied her, she was so annoying yet appealing to him, he couldn't shake this weird feeling he felt towards her. That feeling was the only real reason why she was here, that and also she had some power.

"You never showed me your power."

She looked at her and smirked, "Well I would've used you but you aren't human."

He continued to stare at her and finally she sighed and got up, she opened the fridge and pulled out a blood sack. She then tossed it into the air and it suddenly stayed there, she flicked her wrist and the sack suddenly burst open. Blood splattered on the floor as Valerie covered her nose with her hand; Ultron walked towards her and pulled her hand away. Her nose was bleeding heavily.

"If you couldn't tell, I can control blood. Though the more I use it the worse this gets. One time I used this power and a patch of skin on my arm peeled off like dead skin," Valerie growled as she grabbed a paper towel and pressed it against her nose. "Also my power is picky and sometimes I can't control anything, it's a real pain sometimes."

"I can see how it would be," Ultron murmured.

This power she had could definitely be useful to him; it could take out all the Avengers with one go, if the power wasn't being picky that is.

Valerie sighed and took a swig of her beer as she grabbed her phone, "I have 20 voice messages and 34 texts, scratch that I have 35."

"All from Kayla and Cassy?"

She nodded, "Yup, should I respond and tell them I took care of you?"

"I suppose it wouldn't hurt," Ultron chuckled.

Valerie smirked and sent a text to Kayla, she then shoved her phone in her purse and yawned.

"Tired?" Ultron questioned.

"Nah, nah, I'll be fine."

Ultron walked towards her, "Valerie, you need your sleep. Go to bed."

She looked up at him and rested her hands on his chest to steady herself, she frowned and then nodded.

"Alright, but if you need anything let me know."

"I'm ap-"

"Apart of the internet, yeah I know," she mumbled as he took her hand and led her to the ladder.

She mumbled a tired thank you and climbed up the ladder and curled up into the blankets and pillows. Once she was curled up Ultron turned away, seeing her like that made him feel two different things. She seemed so fragile; she could be easily broken in half. Then again he felt like he needs to caress her, to love and take care of her. He sighed; this was just a partnership, not a human relationship. He needed to start thinking of something else.

I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)