SHIELD Helicarrier
"Come on X Men, Avengers," said Cyclops "Pixie, Nightcrawler, take the SHIELD agents to the med bay, Wolverine, keep attacking, remember, their Protean implant is at the base of their neck, Avengers, War Machine, keep them off my back."
They were battling all over the Helicarrier. Cyclops had taken command of the entire group. The Fantastic Four were trying to make contact with the Cyber leader and negotiate, but Cyclops couldn't help but point out that it was a little late for negotiating. One of the CyberIron's shot its repulsors at him. He dived out of the way.
"Kitty, your powers are most effective at taking out the Protean implants, we'll distract the Cybermen, you take out as many as you can," said Cyclops, aiming his optic visor at a Cyber Thor "Rogue, copy her powers, you'll be able to go faster if there's two of you."
Kitty briefly touched Rogue's arm in preparation for the attack.
"Storm, forked lightning all around," said Cyclops. Three bolts of lightning curved from a single point above his head, not quite touching the Helicarrier as they rotated around, frying all the Cyber Avengers. Rogue and Kitty immediately ran around, pulling out the Protean implants. A few seconds after each Protean implant was removed, the Cybermen or Cyber Avenger with the implant was destroyed. They were making progress, it was small progress, but it was still progress. They knew they couldn't keep this up. The dead Cyber bodies were building up on the floor of the Helicarrier, and there still seemed to be no end to them. He hated to admit it, but they were fighting a losing battle.
Suddenly, a giant Cyber construct appeared. It floated down to the ground and punched its fist into a computer bank next to the helicarrier door.
"I have the information I need," shouted Ultimo's magnified voice "Take the heroes alive."
Over 100 Cyber Avengers landed on the Helicarrier. All of them held up their hands and blue light surrounded the X Men and reserve Avengers. The blue light enveloped them, and then everything went black.
Cyber Flagship, Orbiting Earth
They were now in a strange looking space ship. It was apparent it was a spaceship from the stars they could see out the viewport. In the same room as them were the reserve Avengers. As they looked around, the Fantastic Four appeared as did the X Men.
"Why are we here?" asked Reed Richards "We were trying to negotiate."
"The Cybermen don't negotiate," said Jenny "They don't have any emotions."
"Then what do they want?" asked Cyclops
"If I know Ultimo," said Iron Man "He wants to kill me, and he wants you there to do it, he wants to show you that you are powerless to do anything to stop him and his total domination of this world."
"Ultimo will not stop until he has fulfilled his purpose," said War Machine "To unmake Tony, and then to conquer the world."
"Oh, he won't stop at the Earth," said Jenny, her voice tinged with anger "He has access to the Cybermen's database now, if his directive is to conquer, he will try to conquer every planet in that database."
"And how many is that?" asked Reed, tentatively
"Billions and billions," said Jenny "Most of the known universe is known to the Cybermen."
"What can we do?" asked Reed "We can't just let them win."
"At the moment, the Doctor is the only hope we have now," said Jenny
The door opened. Standing in the doorway were two cybermen. "You will come with us," said one "Single file line, in the centre, any sudden moves, and you will be shot."
All of the superheroes filed out. Jenny said to Iron Man. "What now?"
"Ultimo wants to gloat," said Iron Man "And he wants all of you there to see it, then, I think he'll kill me."
"We won't let that happen," said Captain America "We will defend you to the death if we must." All the Avengers, X Men and the Fantastic Four nodded in agreement.
"Ultimo will not hesitate to kill anyone who gets in the way of him killing me," said Iron Man
The Cybermen led them into what could only be described as a throne room. On a massive throne of metal, the massive figure of Ultimo's body sat.
"Superheroes of Earth," boomed the voice, very similar to Jarvis, but with different inflections from the Cybercontroller's voice box "You have fought bravely, but the fight is over, you now have a choice, be upgraded and join my army as my Cyber Warriors, or be executed."
Before the assembled superheroes could reply, a strange, whirring noise was heard. Wind seemed to blow around the room and a faded shape started to materialise into the room. It slowly turned more blue until it was recognisable as the TARDIS.
The Doctor stepped out.
"Ah," said Ultimo "I have read the files in the Cybermen database about you, Doctor, how do you like what I've done with one of your deadliest enemies."
"This has gone far enough, Ultimo," said the Doctor "Now I will offer you a choice, leave this planet and its people in peace, relinquish your control of the Cybermen, or I will stop you."
"No you won't, Doctor," said Ultimo "Bring me the girl."
Two Cybermen grabbed Jenny's arms in vicelike grips, dragging her over to the throne.
"Let me go, let me go!" shouted Jenny, trying to get free from the Cybermen, while at the same time jiggling her leg, trying to dislodge something she had hidden there.
"Jenny?" asked the Doctor, amazed "I thought you were dead."
"A fitting assumption," said Ultimo "Stand down, Doctor, or I will kill your daughter."
The Doctor looked from Jenny to Ultimo, then back at Jenny, just as something dropped from her trouser leg. She kicked it into the air in the Doctor's direction. He caught it, attaching it to his sonic screwdriver, he pointed it at the two Cybermen holding her. Both of their arms jerked off her and they seemed to shut down where they were. At the same time, Thor's hammer came smashing through one of doors to their left, its handle wrapped around all the other weapons. As the Avengers scrambled to reclaim their weapons, the Fantastic Four and the X Men started attacking the Cybermen as the Doctor pointed his modified sonic screwdriver at Ultimo, pressing down the button.
Iron Man immediately ran to his armour, putting both his arms into the arms, he kicked it, causing the rest of the suit to assemble on him. Black Widow and Hawkeye grabbed their weapons and Jenny grabbed her repulsor pistols. They then engaged Ultimo's Cyberbody in combat. The Doctor turned his sonic to attack other Cybermen, taking many down. All of the Cybermen's Protean implants had been connected to Ultimo, and now, they had been turned off as the Doctor had blown up the Protean implant in Ultimo and severed the connection.
"I made an underestimation of you, Doctor," said Ultimo "You and your allies may be able to defeat my soldiers, but you won't be able to defeat me."
"I beg to differ," said Jenny, firing her repulsor pistols with pinpoint accuracy at Ultimo's head. Ultimo shrunk slightly and the shot went over his head.
"It is futile to continue to fight me," said Ultimo "You may have destroyed my Protean implant, but I assure you, you will not be able to defeat me, I have all the Avengers powers."
""Maybe he can't," said Iron Man "But we can." Ultimo looked behind the Doctor to see the Avengers, X Men and Fantastic Four standing there, ready for battle, all the Cybermen were in pieces around them.
"Look at them, Ultimo," said the Doctor "Earth's Mightiest Heroes united against you. Do you really want to go up against them?"
"I will destroy them, Doctor," said Ultimo "And there is nothing you can do to stop me."
"I won't," said the Doctor, "But they might have something to say about it, Avengers, attack."
The Doctor ran to the side as the Avengers, X Men and the Fantastic Four charged towards Ultimo, firing their respective powers. Even with the beating it was taking, Ultimo's body, the Cyber Avenger, was not going down. It was using the Hulk's durability to stand up to the assault, firing back with Iron Man's repulsors and Wasp's biostingers in his palms and on guns on his arms. He had grown to twice as big as the Hulk in an attempt to withstand the firepower as well as the Hulk and the Thing's powers when they engaged him.
"Your attempt to continue to fight me is admirable, but futile," said Ultimo "You can't win, even without Protean, I am still strong enough to destroy you, your daughter and all of Earth's super heroes."
Hulk jumped at him, colliding with the side of his head, knocking him to the side, where Iron Man fired his repulsors and War Machine, Jenny and the other Avengers continued to attack. The Doctor again pointed his sonic screwdriver at Ultimo, trying to lock down the AI inside him. Wasp and Ant Man attacked Ultimo as the other super heroes from the Fantastic Four and the X Men continued to fight the Cybermen and Cyber Avengers. A strange pulse came from Ultimo, throwing all the Avengers into the air.
"You wish to fight me?" said Ultimo "Very well, recall."
All the Cyber Avengers and Cybermen flew towards Ultimo, combining with his body and melding into it. Ultimo was growing, becoming much larger. The ship could barely contain him.
"We need to kill him before he gets larger," said Iron Man "If he breaches the roof, most of us will suffocate."
"What do you suggest?" asked Reed "We couldn't t take him down when he was smaller."
"Iron Man, how much memory can this backup copy hold?" asked the Doctor, suddenly getting an idea.
"Well, Jarvis can hold 8000000000 gigabytes of information, so I'd say about the same for Ultimo," said Tony "Why, what are you planning?"
"Oh, you're gonna love this," said the Doctor, grinning. He pointed his sonic screwdriver at the TARDIS. The cage over the light on the top of the TARDIS opened and it shrunk into the TARDIS. The light flashed on bright and a pure white light shot towards Ultimo, feeding into his head.
"However much information you can hold," said the Doctor "Let's see if you can hold this."
Light was pouring out of all the cracks and crevices of Ultimo's body armour as well as from the voice box and both eyes, cracks spidered out across the entire Cyber body. The light then spilled out of the body until it couldn't be seen through the light. The Doctor pointed his sonic screwdriver at the TARDIS again, and the light shut off. Where Ultimo had been, was just a pile of dust.