Gwen's head snaps up from where it rests on her chest at the sound of a scream, breathing heavily as she gets used to being awake again. She looks through the closet door's shutters to see Wanda rip her hands off of the cradle. Her brother quickly rushes towards her and gathers her into his arms, silently asking what's wrong as he kisses the side of her head.

The brunette takes her eyes off of the cradle and looks at Ultron in disbelief and fear of whatever she just saw. "How could you?" she whispers.

Ultron's expressionless. "How could I what?"

She steps toward him, Pietro's arm still around her waist. "You said we would destroy the Avengers; make a better world."

"It will be better." Ultron protests.

"When everyone is dead?"

Gwen gasps softly and leans closer to the door so she can see and hear clearer. She sees Wanda's eyes flicker over to where she hides, and they stay there until Ultron begins to speak again. But Gwen doesn't pay attention to what he's saying. She's worried about the fact that Wanda knows she's there.

Then she sees it: A flicker of red curling over Wanda's fingers before flying up to Helen. The doctor shakes her head, and Gwen's eyes widen. Wanda freed her from the scepter's mind control.

"There's incoming," Ultron says, catching Gwen's attention. "The Quinjet. We have to move."

"That won't be a problem." Helen says, stepping forward. Reaching her hand forward quickly, she pauses the cradle's download. Immediately, Ultron fires a bolt of energy at the doctor, knocking her into the wall. The twins have already vanished.

Gwen knew the decision was stupid right as she did it.

Rushing out of the closet with a two-foot long metal pipe (why was that even in there?), the blonde rushes over to Ultron and hits the back of his head. A small dent appears, but he doesn't fall. He doesn't even flinch.

Clutching the pipe tighter, she backs away as he turns around, red eyes glowing menacingly. "You little—"

She doesn't hear him finish his sentence, because all of a sudden she's lifted into the air and the world is a blur. Then she's standing outside, still holding the pipe and blinking in the sunlight as she looks to her left. She locks eyes with Wanda for just a moment before Pietro runs over and picks his sister up, zooming away towards the city. She watches as the silver-blue streak he left behind fades, still shocked that he saved her life.

"Gwen!"

Whirling around, she sees Peter and Steve approaching, with the Quinjet hovering above them about six hundred feet. Dropping the metal pipe, she hears it clatter to the ground behind her as she runs up to them, hugging Peter quickly before pulling away and looking at the two red and blue clad Avengers. Her breathing is heavy.

"Helen's still inside," She breathes, "Ultron shot her."

Steve steps toward her, eyes shining through his mask. "Is he still in there?"

"I don't know," She replies. "But he has the cradle, and he's using it for something terrible. You have to get it to Tony."

Peter nods. "You guys copy that?"

"We did." Clint replies over the comms from where he and Natasha hover in the Quinjet.

"Try to find Ultron," Steve orders. "I'll go get Dr. Cho."

He's about to go when Clint's voice comes through again. "There, it's a truck from the lab. Right above you on a loop by the bridge." He pauses for a moment. "We got three in the back and one in the cab. I can take out the driver."

"Negative!" Steve yells, making Gwen jump because she's only hearing one side of their conversation. "That gem could level the city. We have to draw out Ultron."

Gwen looks at Steve. "I'll get Helen help. You two go."

Steve nods at her and takes off running, and Peter looks at her for a second before taking off after him. Gwen watches them both for a moment before she runs back inside the lab, pulling out her cellphone to call an ambulance at the same time.

"Here it comes," Peter says, getting ready to jump as the truck approaches the bridge they're standing on.

Steve grabs his arm. "I want you to keep a distance."

"Why?"

"In case he tries to leave. You'll have a head start," Steve explains. Peter doesn't respond. "Understood?"

The spider nods grudgingly and watches as Steve jumps onto the top of the lab truck, rolling a little bit on the roof before stopping. Sighing, Peter jumps off the bridge to land on another semi rolling on the road beneath him, landing gracefully on top, only to be shocked when his senses go crazy. Looking around, he barely has time to brace himself before he's hit. Hard.

He lands against one of the columns of the bridge he was just standing on, shaking off the dizziness as he looks up to see Harry hovering over him, grinning. "Guess whose back." Groaning, Peter goes to stand up, only to be slammed back down again by Harry. "Do you know how hard it was to get Ultron to find me?"

Peter gasps over where the tip of Harry's glider presses into his neck. "Don't care." Ripping his arm free with a groan, Peter fires a web into Harry's eyes before getting up, hearing Harry scream behind him as he swings on top of a taxi rolling by. Looking behind him, he sees Harry, very angry, scrabbling at his face to get the webbing off.

He turns forward again, pressing the comm in his ear. "Guys, we got a problem. Harry's here."

"What?" Clint yells.

"I know, just, watch out, okay? He's airborne." Peter explains as he jumps from car to car, watching Steve battle with Ultron up ahead. He turns around again to see Harry finally get the webbing off his face, looking around before locking eyes with Peter.

Spiderman's eyes widen, and he leans down to look in the window. A startled Korean taxi driver with a mustache and a hat on looks at him in surprise. He motions for the man to roll down the window, and he complies. "Can you speed it up a little? I got a psycho maniac on my ass. Thanks."

He doesn't even bother to keep his head down long enough to realize the guy doesn't know English.

Turning around on the car again, he sees Harry flying after him at a rapid pace. "Clint," Peter says, jumping to another car, trying to get to a nearby truck as quickly as he can. If he's going to fight, he'd rather it not be on top of a taxi. "Some air support would be nice."

"You're heading under the overpass, I've got no shot."

"Peter, I'm coming down," Natasha's voice says as Peter jumps to the car just behind and to the right of the semi he's aiming for. Luckily, it's right behind the one where Steve and Ultron are. "Where are you?"

"What do you mean, 'where am I', all of the signs are in Korean!" Peter yells before jumping on top of the truck he was going for, turning around to see Harry zooming over the traffic. All of a sudden, the heat of the sun is gone as they head under the overpass.

"What do you see?" Clint asks, watching Natasha roll her eyes as she prepares her bike.

"Uh . . ." Peter looks around him. "The city's on my left, and there are train tracks on my right. It looks like we'll be under the overpass for about five minutes at the rate this traffic's moving."

"Okay, we got a window," Clint yells, and Natasha rushes to get on her bike. "Dropping in three, two . . ." He looks at her. "Give 'em hell."

The last thing he sees is Natasha smirking at him as she drops down to the streets below.

"Cap, how're you doing?" Peter yells to Steve who's on the other truck. His response is Steve getting knocked over by Ultron, almost falling off of the truck as his shield flies off of his arm. Peter watches it clatter to the concrete before turning to look at the captain again. "Apparently not so good."

"Shut it," Steve snarls, gritting his teeth as Ultron comes at him again.

Turning around, Peter sees Harry finally reach where he is. He's beyond pissed off, the greenish-yellow skin on his face tinted red. "Took you a while to get here! What held you up?"

Peter glances past Harry to see Natasha weaving through the highway traffic, Steve's shield resting on the front of her bike. He's snapped out of his gaze by Harry rushing forward, snarling as he tackles Peter off of the truck. Gritting his teeth, Peter scrabbles onto Harry's back before firing two webs and pulling each across Harry's face, making him lose control over the glider.

Not such a great idea.

Harry flies backward and Peter's back hits one of the stone pillars holding the overpass up, his head snapping back and hitting it hard. He falls to the ground, shaking off the dizziness as Harry grins and hits him in the head again, this time with the hard metal of his glider. Peter falls back, seeing stars as the trucks get even further away. Natasha zooms by, and he sees her look at him briefly before he focusses back on Harry.

His old friend just smiles and drops a pumpkin bomb right at his feet, its orange light blinking quickly as he flies away.

That wakes Peter up. Leaning forward quickly, Peter slings a web onto the bomb and tosses it between two pillars and out into the open field beyond. It explodes harmlessly over a field of yellowing grass, and Peter gets to his feet, swaying slightly as he gains his composure again. Looking to where Steve and Natasha were heading, he sees that the overpass ends soon.

"Peter," Natasha says over the comms. "You good?"

"Yeah," he assures, firing a web to the concrete ceiling as he swings as quickly as possible towards his friends.

"Ok, good," she says, nodding to herself as she looks in her bike's side mirrors once again for confirmation. "Cause it looks like your friend's on my ass now."

Gritting his teeth, Peter swings out from the end of the overpass and on top of another semi, gauging the distance between him and Natasha. "Can you hold him off for a second? Cause I can't get to you all that quickly."

"Uh," Natasha says, looking again. "He's on me, but I think he's after the shield."

"Perfect," Peter mumbles, leaping from car to car as he grows closer and closer to Natasha. "I'll be there in about one minute."

Weaving in between cars, Natasha keeps one hand on the controls and one on the shield so it stays on the bike. "Be ready to catch."

Nodding to himself, Peter continues to rush up and over the cars, forsaking the tricks he'd normally do for speed. When he finally gets there, he stops the lane behind Natasha and fires a web on Harry, pulling him towards him. The road suddenly falls into shadow again as they begin to drive under another road on top of them, and Peter sees Harry pull out another glowing orange bomb.

"Now, Romanoff!" He yells, watching as she throws the shield in front of her and to the right. It flies right in front of him, and he fires a web onto the ceiling with his left arm, using the other to catch the shield. Out of the corner of his eye, Peter sees Natasha drive up a public stairwell, Harry not following.

Peter focuses on getting to Steve, who he can now see is in a headlock. Then his senses go nuts, and he lands on a car just in time to hit a pumpkin bomb back at Harry with Steve's shield. Harry's eyes widen, and he flies away as the bomb explodes just over the traffic, the force of it hitting him in the back and flinging him into one of the pillars.

Finally, Peter can concentrate without the Goblin on his ass. Making it up to Steve, he sees the captain's still in the headlock. "Steve, catch!" He yells, before throwing the shield within range of the magnets on his arm. Steve squeezes his hand into a fist just in time, making the shield come to his arm. Reaching up, he hits Ultron in the face, and Peter lands on a semi next to where Steve is, watching Ultron out of the corner of his eye as he sees Harry hasn't gotten up from where he lays against a cracked pillar.

Thank God.

The light of day washes over them once again, and, looking inside the truck, Peter sees two sentries guarding the cradle. "Clint, can you draw out the guards?"

"Let's find out."

Suddenly, gunshots fill the air, and Peter covers his head, watching out of the corner of his eye as Clint fires just close enough to the truck to alert the sentries, but not close enough to the cradle to hurt it. Successfully, the two sentries fly out, heading towards the ship at a fast rate. Peter watches as they tear at the ship, and Clint rolls, successfully throwing them off.

Natasha drives up on Peter's right. "Hop on."

Nodding, Peter jumps on the moving bike, squatting behind Natasha and keeping his hands on her shoulders as she drives quickly towards the truck, which had gotten a good distance away. A train rolls by on the road's right, and they watch as Ultron tackles Cap into one of the carriages. "Cap!" Peter yells.

"Take the reins," Natasha orders, and Peter sits down behind her, leaning forward and taking control of the bike as Natasha crouches in front of him. "Cap, I'm going in, can you keep him occupied?"

Peter can practically see Steve roll his eyes. "What do you think I've been doing?"

Natasha ignores him, instead addressing Peter. "Get me as close as possible."

He nods and inches ever closer to the moving truck, getting within three feet. Natasha stands on the bike in front of where he sits before jumping inside the truck. She turns to him. "Go help Steve."

"What about—"

"Go!" she yells, before turning towards the cradle and looking at the controls. Behind her, Peter shakes his head before going after the train. As he drives away, he doesn't see the two sentries that went after the Quinjet fly down and pick up the truck, propelling it into the air with Natasha still inside. He's focused on catching up with the carriage Steve's in.

When he catches up to the cab, he sees a huge hole in the side as Steve and Ultron fight. Steve lays against a seat, breathing heavily, and Peter's about to yell something very profane to distract Ultron before a blue blur comes out of nowhere, hitting Ultron with such force Peter's a little shocked. Ultron goes to go after Cap, who's just as shocked as Peter, but the metal bars suddenly glow red and block his path.

The twins.

Frowning, Peter prepares to jump into the train, but is stopped when Ultron fires a bolt of red energy at the front of the train before flying out the side. Peter stays on the bike, focusing on the dirt road ahead of him as it begins to get rockier. "Dammit, Cap, he's gone."

"I know, and the conductors's dead. You have to go slow down the train." Steve orders.

"How?" Peter yells.

"I don't know!" Steve yells back.

Thinking as he goes, Peter drives the motorcycle as fast as he can, barreling through marketplaces as the train follows not far behind. His webbings abnormally strong, right? What if he created webs to stop the train? Nodding to himself, Peter accelerates as he tries to get in front of the train, finally doing it. This is the best plan he can come up with at the moment, so he's just going to have to go with it.

After putting a good distance between him and the moving vehicle, Peter jumps off of the bike, letting it crash into a garbage can (sorry, Natasha, no time to save your bike). He attaches multiple webs together at a time, making the netting as thick as possible before swinging onto the roof of a nearby building just in time to miss being hit by the train.

Which breaks right through his netting.

Cursing under his breath, he jumps on top of the train, rushing across the top before sliding down the front of it. He sees Steve inside, looking at the twins, and the dead conductor laying against the console. Steve says something to them, and Pietro rushes out and in front of Peter, taking civilians out of the way of the train's path. Then Peter feels an obvious shift in the train's momentum, and he looks back again to see Wanda gritting her teeth as she points her hands at the floor of the train, making it glow red with the energy she's exerting with her telekinesis.

That isn't going to be enough. Think, Peter, think.

Looking in front of him, he sees a two story building fast approaching, and multiple other buildings whirring by on his left and right. He fires multiple webs, feeling his arms stretch as he waits for the train to stop. He grits his teeth through the pain of his limbs being stretched, watching Pietro continue to run around, getting civilians out of the way and the brick wall grow ever closer. The glass in the windshield he's laying against begins to crack from how tightly the webs are being stretched, and one of the ones he holds in his right hand breaks. The other two hold.

The glass behind him breaks completely and he falls backward, still holding onto the webs, until he feels a hard surface against his back, pushing him forward. Steve's pushing him forward with his shield.

Finally, the train stops, and Peter sits there for a moment, breathing heavily as he lets go of the overly-stretched webs. His arms ache as he puts them back in their normal position, and he slides off of the front of the train and onto the ground, looking at how close they came to the wall. It can't be more than a yard away, and he watches as a little girl opens up a window, looking at him. Nodding at her, he walks away towards where Steve stands.

"You alright?" Steve asks, putting a hand on Peter's arm.

"My arms feel like Laffy Taffy," Peter responds, stretching his arms over his head, "But otherwise, I think I'm fine." Then he sees the twins by the side of the road, and Pietro collapses onto a barrel, panting. "Look."

Steve looks over, hesitating before walking over to them. Peter follows. They arrive just in time for Pietro to raise a hand, gasping: "I'm fine, just, give me a minute."

"I'm very tempted not to give you one," Steve says, his "don't mess with me" face on as he looks at the twins sternly.

Wanda steps forward, unfazed by Steve's harsh attitude. "The cradle. Did you get it?"

"Stark'll take care of it." Steve replies, face unchanged.

Peter frowns as Wanda steps back, fear in her eyes. "No he won't."

Steve tries to stay angry, but he hesitates anyway. "You don't know what you're talking about. Stark's not crazy."

"But he will do anything to make things right." Wanda insists.

Peter looks at Steve, and the two exchange a grave look as they realize how right Wanda actually is. Steve steps away, hand going to his ear as he activates his comm. "Stark, come in."

Peter realizes something as he watches Steve try to connect with anyone on comms. He turns to Wanda. "How do you know that about Tony? You were never in his head."

"I was never in his head around the rest of you."

Peter's about to ask what that means when Steve walks back up to them. "No one's on comms."

Shocked, Peter glances at Wanda again, realizing she's right about Tony and that his question can wait for another time. He looks at Steve. "We have to get back to New York as soon as possible."

Hey, guys, I'm so so so sorry this took so long to update. I've been so busy and stressed out lately, so I gave you a nice, long chapter in an attempt to make up for my absence. Please review, thanks