A/N: The second of two chapters for today.

A Step or Two Ahead

Avengers Tower – 9:15 AM

"Sir, I've just located Ultron. He's in a shipyard on the African coast," Jocasta reported early the next morning. The team was gathered together in the common kitchen, discussing a plan to take him out over a pancake breakfast. The mood was still somber, even though Jocasta reported that there hadn't been any attacks since last night.

"Uh, Jocasta, can you be a lot more specific?" Tony asked.

"Southern African Shipyards, in South Africa."

Steve shot out of his chair and led the team to the elevators. "Suit up. We'll debrief on the way."

This was it. Hank told them that Ultron wanted a new, stronger body. Obviously, that couldn't have happened yet, so this was their one chance to stop him before things got too far out of control.

Pietro, of course, was the first one suited up and on the jet, followed closely by Monica. By the time the rest of the team was ready, Carol had already fired up the engines and was ready to lift off.

"Has Dr. Pym made any headway at all in coming up with a permanent stop to Ultron?" he asked Janet as they climbed in the jet and buckled in.

She shook her head. "He hadn't even started. He was so exhausted last night, I made him get some sleep. Don't think he was up when I left."

Steve sighed and shook his head. "Guess we'll have to improvise, then."

It was clear that, without Hank having even started on a way to stop Ultron for good, they weren't going to be able to stop him today. Not unless they got extremely lucky. Which wasn't going to be likely against an enemy like Ultron, who was able to jump from body to body seemingly on a whim.

No piece of tech was safe from him. He could hide anywhere. He could jump ship from any fight the moment it started to turn against him, and they wouldn't have the slightest clue where he went. Not until more people died.

"Listen up, team," he said once some time passed. "Once we get there, I want Jocasta to scan the area. Find exactly where he's hiding."

"Yes, Captain."

"Once she's done with that, I want Wasp and Ant-Man to infiltrate his location and try to spy what he's doing. After them, Thor, Iron Man, Quicksilver, Scarlet Witch and I will attempt to stop him. Behind us, Black Widow, Hawkeye, Black Panther and Spider-Woman will run covert backup. I figure that since he wanted Pym to make him a new body last night, he's still hitchhiking in his drones. If I'm wrong, I want Cage, She-Hulk, Spider-Man and Valkyrie as the first heavy backup wave. Iron Fist, Mockingbird, Bucky and War Machine, the wave after them. Spectrum, mop up whatever drones he has in the area. Bruce, if this plan goes as well as I hope it will, there shouldn't be a Code Green."

Bruce nodded gratefully and relaxed some. "I can only hope."

"Okay. Everyone clear on their assignments?" He received affirmation, to which he nodded.

Southern African Shipping – South Africa

4:46 PM SAST

Carol set the quinjet to hover six thousand feet above Southern African Shipyard, approximately over where Jocasta said Ultron was still located. While she was doing a scan of the area, Steve made sure that Janet and Scott were aware of their part in the mission. "Remember, you're just going in there to spy on him. When you determine what's he's doing, radio us immediately and do not engage until my group and I arrive."

"Got it," Scott said with a nod. "But what if he engages us?"

"Defend yourselves as best you can."

"Hey, it sounds like you don't think we stand a chance," Janet pointed out, sounding a little offended.

He faltered a little. That was exactly what he was saying, but he didn't want to say it out loud. "None of us do," he clarified tactfully. "I'm just saying if you do end up fighting him, be careful. But a fight should be avoided right away. I don't want to risk losing two members of the team."

"Well… okay, then."

"Captain, I have updated the map of the shipyard with Ultron's approximate location. This ship." On the screen in the back of the jet, a large ship was highlighted yellow.

"Thanks, Jocasta. Team, let's move. Remember your assignments and this will run smoothly. Comms on at all times." With that, Janet and Scott shrunk down and flew out of the hatch.

"Captain, I detect only one other life form in the area, but I don't detect any drones."

He rubbed his chin in thought. "He must feel that he's alone."

"This is not good," T'Challa said gravely. "This shipyard is usually more active than this. Ultron must have killed everyone that was here." He moved to the screen and switched over to the camera feed. He zoomed the cameras on the underside of the jet in. Sure enough, bodies littered the ground. "As I suspected."

"Damn it. He just doesn't care."

"Beings such as this oft do not give a care," Thor said. "So long as their purpose is progressed, they will do whatever they require."

"None shall be safe until this monstrosity is destroyed."

Val was right about that. The longer they delayed in destroying Ultron, the more people were going to die, and the more people were at risk.

Janet carried Scott down until the reached the top deck of the ship. "Doesn't look like anyone's here," he noted.

"Yeah. It's eerie." She scanned the deck and found a ventilation shaft that led inside. "Over here."

On a ship as large as this, even docked, there should have been a few dozen crewmen doing maintenance checks and carrying out assignments. It was empty. Blood and scorch marks stained the walls and floors, however.

Scott hitched a ride on a fruit fly and followed Janet deeper inside the ship. All around, there were crates stacked several feet high. The crates were labeled with company logos – Oscorp, Hammer Industries, Stark Industries. "Uh, Jo, what kind of ship did you say this was?" she asked.

"I didn't. However, it appears that this is a black market smuggling ship."

=It's owned by a man named Ulysses Klaue,= T'Challa followed up through the comms. =He's a black market smuggler who specializes in weapons grade vibranium. He's long been a thorn in Wakanda's side.=

"Guess that explains why Ultron's here." Janet's head jerked up in the direction of a voice down the hall and around the corner.

"Name your price, and I can easily pay it."

She glanced at Scott, who nodded. "Sounds like Ultron's here to talk business."

=We gotta stop him before the ink's dry,= Tony said. =And my bank account just got twenty million lighter. That bastard.=

"A killer and a thief. How terrible." They went up high to spy on Ultron and Klaue. They found them both standing in front of an open vault, filled to the brim with tubes that they could only assume were filled with vibranium.

"You know the saying – keep my friends rich, my enemies rich, then tell which is which." Ultron grabbed one of the tubes and opened it to inspect the vibranium inside. It was a purple crystal, sparkling and glowing in the dim light. "It never ceases to amaze me, humanity's fear of creativity. They have at their disposal adamantium and vibranium, the two strongest metals on the planet. And what do they do with it? They craft a skeleton for an animal and a Frisbee for a spangled baffoon. They make weapons of mass destruction out of elements, yet still walk around with titanium knives and bullets. For as advanced as your race is, you truly are pathetic when it comes to… the killing touch."

"Great, he's gone into a villainous monologue," Scott lamented with a disgusted face.

"Villainous? Arguable. Monologue? Not even close."

"Shit."

Ultron turned a touch, his permanent smile illuminated mockingly. "I knew you two were here the moment you stepped foot on this boat. They're sending backup, I hope."

They grew to normal size. Janet's hands became enveloped with bio-electricity. "You're damn right. And we're gonna kick your metallic ass!"

"It ends here, Ultron."

He barked in laughter. "Your futile optimism will never cease to amuse me. Though, if you'd like to test that hypothesis, I invite you to do so." He paused to place the vibranium back in its tube and then carefully place it in a crate. "Though, not you specifically, of course."

Janet narrowed her eyes. "Why not us? Scared you might lose?"

"Actually, afraid I might kill you. It would be a shame to slaughter you before your hypothesis could be tested."

"You don't know what's coming," Janet said. "Once Hank finishes, you're done for."

"Pym? That old fool. I think I'll pass."

"I wouldn't be so sure," Scott countered. "He's got a few ideas to put you down for good."

"Ideas are cheap. Theories, hypotheses, mind traps – just ways to avoid getting your hands dirty. Pym; what a waste, playing with his stupid toys. That's not living. He's better off dead."

Normally, saying something like that about her father figure would have Janet boiling angry. Instead, she just smiled and laughed. "You know, it's kinda cute, you quoting your daddy like that. Hank said the same thing, word for word, at a press conference last year."

Scott joined in the laughter. "Like father, like son, right?"

Ultron growled and balled his fist up. The red energy filling his mouth grew erratic and blazed brightly. "It's the truth! Don't compare me with Pym! He's a sickness!" he roared.

"Aw junior. You're gonna break your old man's heart," Tony said as he and the others on Steve tactical team arrived.

"If I have to," he replied, calming down quickly. He turned to face the new arrivals, but not so much that Janet and Scott were out of his view.

"We need not break anything," Thor reasoned.

"The war god playing peace maker. These are truly strange times."

"He's got ya there, big guy."

Klaue, who had been busy gather the rest of the vibranium, appeared from the lower deck, a large gun in hand. "Haha. It's funny, eh Stark. Being here is comfortable, yeah? Like old times."

Tony glanced at the crates labeled Stark Industries all around and shook his head. "This was never my life."

"If you believe in peace," Thor said with raised eyebrows, "then let us keep it."

"I believe you're confusing peace with quiet," Ultron countered.

"You can still walk away from this alive, Klaue," Steve said. "You're aren't who we're after today."

"Oh, I will, Captain. 20 million dollars richer!"

"Captain America, America's star spangled mascot. If I ever see a bigger disappointment and waste of money and effort, I'll let you know."

"Yeah huh. What's the vibranium for?" Tony asked.

"I am glad you asked that. I've prepared a lengthy monologue that goes over all the details of my villainous plan." He chuckled and jerked his hand back. A powerful magnet built into his hand attracted Tony's armor, Thor's hammer and Steve's shield, sending flying toward him. Steve and Thor fell to the floor, while Tony was blasted into the wall behind him.

Pietro and Wanda jumped into action, only to be intercepted by a field of drones appearing from the lower deck. Ultron and Tony engaged each other, followed by Thor as soon as he recovered.

"Get the vibranium and Klaue!" Steve bellowed.

Klaue fired several rounds before sprinting off at full speed. "Klaue!" T'Challa yelled as he leaped in from the shadows and kicked him to the floor.

"Panther! What are you doing here?!"

"Stopping you, as I've always done." He produced a pair of vibranium knives and stalked toward him. Natasha came up behind him, a pair of guns in her hands.

"It's over, Klaue. Come along quietly, and you won't get hurt," she said.

He answered by peppering where they were standing with bullets. They both managed to leap out of the way in time, but neither of them were in a position to stop him.

Jessica swooped in from above and fired a venom blast that punched through Klaue's arm at the elbow. He screamed and clutched the severed limb. Blood sprayed all over the floor.

"Oops, sorry," she said with faux sadness. "Guess you needed that. Ah well; least you have an shiny new back scratcher."

A group of drones tried to gather up the crates, but the team was on them in a hurry. They fell quickly; however, one of the last ones ejected several metal balls that dispersed a white gas into the air. "Look out! Don't breathe it in!"

Janet and Scott managed to duck down to the lower levels, but the others breathed it in. Immediately, it was obvious that the gas had done something to them. They all looked dazed, as if in a trance.

Ultron chuckled and grabbed four crates and flew topside, flanked by the remaining three drones, each carrying two crates themselves.

"Hey, Ultron's getting away!" Scott yelled. No one moved, or even seemed to have heard him. "Uh, guys? Ultron? Getting away? Right now? Tons of vibranium?"

"What's wrong with them?" Janet sighed heavily and tapped her comm. "Wasp to quinjet, we have an issue."

Luke responded. =We see Ultron on deck. We're handling him as best we can. Where is everyone from down there?=

"Still here, but…" she trailed off and glanced at Steve and Natasha. It seemed like they were in a trance, aimlessly walking around the deck. "I don't know. They were hit with some kind of gas that's got them in a spell of some kind."

He shook his head and cursed. "Fine. Stay there and make sure nothing happens to them. We'll handle Ultron and meet up later."

=Got it.=

The plan had gone to hell. Everyone but Carol and Bruce was on the top deck to face off with Ultron. "I don't know what you did to the Avengers," he said, balling up his fists, "but it won't help you. You still got us to deal with, and we got you outnumbered."

"I seem to recall you having me outnumbered the last time we faced. Remind me, how did that go again?"

"Only because you got the drop on us," Jen retorted. "This time we see you coming."

"All I see are a bunch of idiots talking and not doing anything."

The team lunged forward and engaged Ultron. As they feared, he was more than capable of holding his own. He seemed to know exactly what was happening all around him at all times. He dodged attacks, tanked blows and answered with his own devastating attacks that left them reeling.

"Damn it, he's too strong!"

"Heheh. Not so confident now, are we?" Suddenly, a white beam of light pierced through his chest, then more through both arms and his midsection. "What?!"

"Hi. Remember me?" Monica smiled and fired another barrage of blasts to keep him off balance. "I'm the one you had to sneak attack like a bitch to take out of play."

Pieces of Ultron were falling off with each blast. He flew around the ship to avoid her, but she was too fast. He collapsed in a broken heap on the deck. His eyes were barely lit and he could only crawl away.

"Any last words?" she asked as she loomed over him, a white glow around one finger.

He managed to laugh. "I can hurt them. I can even kill them. But, for now, I'm going to tear them apart… from the inside."

Her final blast tore through his upper body, leaving nothing but his legs. "But I can tear you apart from the outside."

"Damn."

"That was too easy," Bucky said. He shouldered his rifle and kneeled down to check out what was left of Ultron.

"Duuuuude," Peter drawled, "you're not supposed to say that."

"Say wha–"

"RRRRRRAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHH!" A drone, or the crumpled remains of one, flew out of the open hatch of the quinjet, followed quickly by the Hulk.

Bucky stood and quickly moved back toward the group. "Oh."