Author's Note: I just wrote Chapter 50 of this story! Please comment and let me know if you are still reading/liking this story, and any questions or issues you may have noticed! Review please!

"Has anyone been in touch with Helen Cho?" Bruce asked as the team tried to figure out where to find Ultron and what his next target would be.

"No, she went back to Seoul right?" Tony asked.

"Yes. She works at the U-Gin Genetics Research Facility. She's able to create tissue with her regeneration cradle. Ultron may go to her for a new body. We need to go, now." Bruce answered, rising from his place at the table.

"I'll take Natasha and Clint to find Cho. You go to Oslo to check with NEXUS."

"I'll drop Banner off at the Tower, may I borrow Miss Hill?" Fury asked nicely, but it wasn't really a question.

"She's all yours apparently. What are you gonna do?" Tony asked as the team prepared to leave the kitchen.

"Something dramatic I hope." Fury answered as he waved Banner to follow towards wherever his jet was hiding.

"Barton, Romanoff, suit up. The sooner the better. It's gonna be a long flight." Steve ordered, making his way out the front door towards the quinjet as Clint and Nat went to their rooms to prepare to leave. Steve found himself alone in the jet, putting back on his uniform. Suddenly a knock came from the metal frame of the door and Steve turned to find Tony standing there in his Iron Man suit.

"I've tracked Kayla's suit to Seoul. Ultron must have her. She's at the U-Gin facility." Tony said, a pang of guilt in his voice.

"Then we'll kill two birds with one stone. We'll stop Ultron and get Kayla back." Steve mumbled, turning away to start the quinjet's engine.

"Well, good luck Cap," Tony muttered as his helmet covered his face and he took off into the sky, making his way to Oslo.

"You ready Rogers?" Natasha asked from behind the burly soldier, his shoulders softened at her voice.

"Yeah, let's move." With that Clint took to the driver's seat and the quinjet took off into the sky as Laura Barton watched her husband leave, praying he'd return.

"Cellular cohesion will take a few hours, but we'll initiate the consciousness stream," Helen explained as she fiddled with the cradle, her eyes the same electric blue as Kayla's as she worked on Ultron's commands.

"I can read him. He is dreaming." Wanda said as she approached the body, almost fully formed now by the cradle.

Kayla stood alert nearby, Ultron having gotten nothing from her he already knew about the Avengers, except that she was desperately in love with Captain America. Pathetic. So he relegated the President's Daughter to be a sentry. If nothing else, she was a bartering chip and a distraction.

"I wouldn't call it dreams. It's Ultron's base consciousness." Helen explained as she worked.

Wanda got closer to the cradle and placed her hands on the machine, allowing herself to dive deeper into its mind. What she saw made her scream out in anguish. Kayla made a move to grab the girl but Ultron raised his metal hand, stopping the woman.

"How could you?" Wanda spat as Pietro held her, trying to get a read on what his sister saw.

"How could I what?" Ultron asked innocently as Kayla shuffled her way toward him, standing at attention between Ultron's side and the cradle.

"You said we would destroy the Avengers. Make a better world." She answered, staring down the metal man.

"It will be better."

"When everyone is dead." It was suddenly dawning on the psychic that they weren't helping Ultron destroy the Avengers. They were helping Ultron destroy humanity.

"The human race will have every chance to evolve."

"And if they don't?" Pietro asked, and Kayla took a step closer to the pair, eyes glowing sinisterly.

"Ask Noah," Ultron answered simply.

"You're a madman." Wanda laughed slightly, finally understanding the truth of what she and her brother had helped bring to life.

"We have to evolve. There is no room for the weak." Ultron tried to explain to the twins and Pietro took over the banter from his frazzled sister.

"And who decides who's weak?" He asked as Wanda used her powers to unlock Ultron's hold on Cho. She was about to help Kayla when Ultron looked to her, so she hid her hand.

"Life. Life always decides." Ultron laughed as he caresses the cradle. Suddenly, he lifted his head, sensing something coming. "The quinjet. We have to move."

"That's not a problem," Helen stated, pausing the upload. Ultron groaned and blasted her, which caused Pietro to grab Wanda and speed off. Ultron's sentries shot the rest of Cho's staff as he called after the Maximoffs.

"They'll understand. When they see they'll understand. I just need a little more time." The metal giant mumbled as he ripped the cord out of his neck to leave. He turned to Kayla, the only human still standing. She looked up at him with her blue eyes. Ready to obey.

"Would you like me to pursue the twins?" She asked, standing alert as her empty eyes stared into his red ones.

"No. You stay with me. The Avengers are coming. I have a special job for you." Ultron sneered as his robots picked up the cradle for transport.

"Yes, sir. What will you have me do?" Kayla asked as she matched the giant's pace.

"Kill Captain America."

Steve pulled himself over the railing, telling Clint to stay close. He didn't see any movement outside the building so he made his way in quietly, but he picked up the pace when he saw the bodies and flickering equipment. Everyone had been shot.

"Doctor Cho!" He called as he found her, bleeding, but alive.

"He's uploading himself into the body. The real power is in the cradle. The gem, it's power is uncontrollable. You can't just blow it up. You have to get it to Stark."

"First we have to find it," Steve said as he looked over his shoulder, holding a towel to Cho's bleeding chest.

"Go!" She said as she gripped the towel, looking over Steve's shoulder. "Steve, they've got Kayla-"

"Then I really have to go," Steve said as he jumped to his feet, taking off before Cho could finish.

"Wait, she's not who you think she is!" She called after Captain America, but he didn't hear her. He was already gone.

After being informed by Clint that the cradle was in a truck from the lab, he flung himself off the overpass onto the truck to draw out Ultron. The plan worked, because Ultron shot open the back of the truck, and at Steve, causing the soldier to be drug along the road by the broken back door.

"He's definitely unhappy, I'm gonna try to keep him that way!" Steve explained through the comms.

"You're not a match for him, Cap," Clint answered simply.

Steve sighed, feeling the support of his teammate, "Thanks, Barton."

Ultron looked out the open back of the truck, unplugging himself from the cradle again. He walked towards the edge and sent a blast of energy at Cap, sending him flying back onto the windshield of a car. The metal monster turned towards the back of the truck, motioning towards a shadowed figure wearing a mask. "Take care of him. You know what to do."

Steve managed to swing his way back up onto the roof of the semi from a garbage truck. He stood for a moment, catching his breath, and suddenly something swung from the side of the semi, knocking him down onto his back. He looked up and saw Kayla standing above him, still wearing her uniform, but also wearing her mask.

"Kay!" Steve cried out, scrambling to his feet to embrace his girl, but as he got close, she kicked him strongly against the chest, knocking him down again. "Kay..."

"Hello baby." She cooed, stepping on his chest and keeping him down. "Did you miss me?"

"I-I don't understand-" Steve stuttered as she pinned him. Had it been anyone else, he would have grabbed them by the legs and thrown them off, but it wasn't anyone else. It was Kayla.

"I have a job to do Steve. That job is to get rid of you." She snarled as she knelt down, pinning him with her knee as the semi truck rushed through the streets of Seoul.

"Kayla, it's me! Steve!" He begged as she grabbed his neck roughly, apparently going to simply choke him to death. It was then he got a closer look behind her mask. Her eyes glowed an electric blue, not the emerald green or brown contacts she normally wore. "Barton, Romanoff, I'm gonna need some help!"

"On it!" Clint flew the quinjet closer to the truck, "What the hell is happening there?"

"I think she's being controlled... Ultron has the scepter." Steve choked out as she pressed down hard. Finally, he grabbed her hand and ripped it away fiercely, and she growled angrily at him as he kicked her away. Both stood, staring at each other for a moment. Then she lunged again, but Steve ducked out of the way. She swung quickly and his him square in the face, and he took a step back, feeling the full force of her hit.

"Cap! You gotta hit her in the head!" Clint ordered through the comms as the truck went down an alleyway. They couldn't help their Captain now.

"I can't." Steve panted, taking a double punch to the gut. She was beating him without remorse, socking him over and over again as his nose began to bleed. His brown boot reached the edge of the roof, he was going to fall. The truck was speeding through rough traffic, and he saw Kayla pull out a knife from her belt.

"HIT HER IN THE HEAD!" Clint and Natasha yelled in unison, and Kayla slinked closer to the edge, taking in the soldier.

"I know you can't control your actions, but I know from Barton that you'll remember everything once you are free of the scepter's hold. I know you'll remember me." Steve asked, hoping he could find some way to get through to her. Hoping he could find some other way to bring back his girl. Finally, after her face showed no recognition, no sympathy, he sighed. "You know I won't fight you. Finish it."

"I know. I know you won't. But I have to kill you. I have orders to follow." She sneered as she reached Steve. She grabbed him by the jaw, putting her face sinfully close, smiling a wicked smile that made Steve want to cry. His girl was gone. "Goodbye Captain." She whispered, lips dangerously close to his. She pulled her hand back, preparing to drive her weapon into his stomach and shove him off the edge.

In a moment of faith and desperation, Steve grabbed the girl quickly and used her own momentum to swing around, changing places with her, and throw her off of the side of the truck to the road below.

Steve turned away quickly, hearing the screeching breaks and the sound of crashing cars. He couldn't bear to see if she hit the cars, the road, or if she was simply run over. He couldn't face the reality of his fate: he had to let Kayla go to save the world. He had to sacrifice her for the greater good.

"Bravo Captain, I didn't think you had it in you. Less baggage for the both of us I guess." Ultron applauded as he rose up to meet Steve on the roof of the truck.

Steve threw his shield at the robot with more hatred than he'd ever felt. He hated Ultron. More than Schmidt. More than Loki. More than SHIELD. He hated Ultron because he had the audacity to use his own girlfriend to try to kill him, then was proud when Steve had to make the call to lose her. He would kill that monster if it was the last thing he did. Ultron easily deflected the shield, and Cap caught it quickly.

"You know what's in that cradle? The power to make real change and that terrifies you."

"I wouldn't call it a comfort," Steve admitted as he chucked his shield again, but just as before, Ultron threw it right back at him, knocking him off balance. Steve continued to fight until Ultron finally yelled at him to stop and chucked his shield to the ground so that Steve couldn't retrieve it. He blasted at the soldier, sending him over the front edge onto the hood where the other robots reached through the glass, trying to grab at him as he swung out of the way.

Luckily, Natasha was flying through the streets on her motorcycle, she grabbed Steve's shield and drove with it on her handlebars, dodging the pedestrians as she tried to find the tuck. When she finally made her way to the fight, Ultron had Steve by the neck.

"This would have hurt a lot less if the girl hadn't failed." Ultron threatened as he increased his grip on Steve's neck.

"You don't know pain. I'll end you for what you did to her." Natasha tossed up his shield and smashed it into Ultron's arm, causing the robot to fall and lose his grip on Steve. He pulled up the metal beneath the street, causing Nat to stop her bike abruptly.

Clint was able to draw out the guards from the back of the truck, and Natasha continued to chase the truck as it sped away. Steve threw Ultron into a pillar, and Ultron caught himself, then threw his metal body against the soldier's, catapulting both of them into a nearby train.

"Cap, I'm going in, you think you can keep him occupied?" Nat asked over the comm.

"What do you think I've been doing?" Steve panted, out of breath from being tossed around by the metal madman.

Ultron continued to punch at Steve, and the super soldier was running out of steam. The robot got in one particularly nasty punch to Cap's stomach and he winced in pain. Suddenly, a bolt of light rushed past and shoved Ultron, allowing Steve some reprieve. Pieces of the train ripped from the ceiling, cloaked in red, and Ultron couldn't reach Pietro because Wanda stood behind him, using her powers to block his way.

"Please, don't do this," Ultron begged his former companions.

"What choice do we have?" Wanda gasped at the robot, hair flying around her wildly.

Suddenly a third figure swooped in from the hole in the train, stabbing Ultron violently with a small knife before being thrown harshly against the side of the train. Her efforts were futile, but she had to show some sort of aggression toward her captor. Although she'd been flung unceremoniously against the hard wall of the train, the blonde stood boldly, blood dripping from the open wound on the side of her head. Not only was she bleeding, there appeared to be a tire mark across the front of her uniform. "That was for the mind control." Kayla snarled as she stood next to Pietro, wiping the blood away from her cheek.

Ultron sent a blast towards Pietro and Kayla, but Pietro ducked and pulled Kayla down with him, causing Ultron to blow a hole through the front of the train. This worked as a great distraction and Ultron flew out where he and Cap had broken a hole in the side. Suddenly, the train was running freely, it's driver killed in the blast.

"I lost him! He's headed your way!" Steve yelled as he leaped over the broken seats of the train, rushing towards the front.

"Cap, you see Nat?" Clint asked worriedly, looking around for Steve.

"If you have the package, get it to Stark! Go!" Steve ordered back, turning his attention to the runaway train that had just broken off the tracks. "Civilians in our path." He told Pietro, and the blonde ran from the train, faster than light itself, then Steve turned his attention to Wanda. "Can you stop this thing?"

She looked at him, unsure if she could. Kayla nodded at her reassuringly, and Wanda decided to try as she saw her brother zipping about, saving people. Steve held up his shield to take the force of a building they crashed into, but a piece of debris crashed into his shield, pushing him back into the train.

Kayla rushed to his side, holding his cheek as Wanda thrust her powers into the wheels of the train, locking them. Kayla grabbed Steve's shield and rushed to the hole in the front where he had stood, holding it up to protect the passengers of the runaway train from any more debris. Pietro continued shoving people out of the way of the train as Wanda used everything in her to bring the machine to a stop. The train took out several cars, but as they broke apart, Kayla stood steady with the shield, it was up to her to keep those behind her safe. Finally, the train slowed to a stop.

The pedestrian's rushed off the train, thankful to be alive. They wouldn't have been, had it not been for the four remarkable people there to save them.

Wanda rushed over to her panting brother, her red shawl loose around her sore arms. She placed her arms on Pietro's back to check on him, but he assured her he was fine. "I just need to take a minute." He said as he sat down.

"I'm very tempted not to give you one." Steve snapped as he jogged over to the pair.

"Steven!" Kayla barked from behind him, a stern look in her green eyes. "You'd be dead if it wasn't for them. All those people would be dead. They left Ultron." Kayla defended, giving the twins a thankful nod as Steve stared them down.

"The cradle? Did you get it?" Wanda pressed urgently, staring at Steve.

"Stark will take care of it." Steve assured them, and Kayla took her place beside the twins, brushing off the tire tracks on her uniform.

Wanda looked horrified as she said "No he won't. He will do anything to make things right."

Steve looked from the three to the sky, turning as he pushed his gloved hand to his ear, "Stark. Stark come in! Anyone on comms."

"Ultron can't tell the difference between saving the world and destroying it. Where do you think he gets that?" Wanda questioned.

Kayla raised her hand as if waiting for her turn to speak. "Are we going to talk about the fact that I got run over? And I survived? I can't decide if this is awesome or if I should kill you now for throwing me off of a fucking truck!" Kayla yelled at Steve, her emotions rising as she flung her arms to the side in exasperation.

Steve Rogers broke through Captain America for a moment, and he reached out for Kayla and pulled her into a loving embrace, kissing her bleeding head as he cried weakly into her messy blonde hair. He placed his large gloved hand on the back of her head and held her tight against his chest, refusing to let her go, even in the face of human extinction.

Author's Note: Be warned, there's smut ahead! It just kind of happened, but I think it's important to the story and to these characters. Unfortunately, this means the story will now have to be M. That being said, if people would like to keep the story T, I will rewrite the scene to make it more family friendly. Obviously, most of the chapters are pretty tame, so even if the rating is M, the story is still relatively light-hearted. Follow, Favorite, and of course review! Let me know what you think of this chapter and what you would like in the future!