The X-men strive to be a sigil of peace in a world that hates and fears them. Over the last year, they've faced successes and failures as a team.

Fortunately, their most recent success has been the arrest of Friends of Humanity founder Graydon Creed, who had kidnapped Hank McCoy's girlfriend, Carly Anne Crocker. Though for some individuals who want consistent, constant peace, the X-men aren't enough to achieve what is needed.

Hank Pym is one of those individuals. Out of effort to try and help Tony Stark and the X-men, Pym decided what he needed to do was design an artificial intelligence to ensure world peace. This artificial intelligence is based off his brain patterns, and he decided to name it Ultron. Unfortunately, Hank's invention led to dangerous consequences when Ultron destroyed his line of defense, Jarvis.

Now, Ultron is determined to make the world bend at its knees to him, by using violence rather than pacifism like Pym had in mind. Now, with Ultron out in the world, there is no telling what he is capable of doing.

Issue 57: Age of Ultron Part 2

Pym Enterprises – Medical Laboratory

A good hour later after the fight against Ultron, the X-men, Rhodey, Tony, Pepper, Professor Xavier, Bruce Banner and Carly were in the medical labs of Pym Enterprises. They tended to any injuries that they might have sustained in the fight. Rhodey had a contusion on his arm, and Ororo and Moira were picking glass out of Logan's skin so that he could heal.

"All of our work here is gone," said Beast as Tony and Scott examined the broken robot pieces laying on the table before them. "Ultron cleared out everything, and he used the internet as an escape."

"Best I can tell, he's been in everything, including all of the data from Stark Industries. Files . . . surveillance; he probably knows more about you guys than you know about each other. He's got access to how your powers work, what your mutations are. He's in the internet; surveillance," Carly said. "What if he decides to access something a little more exciting next time?"

"Like nuclear codes," whispered Professor Xavier from where he sat, giving Pym a hard glance. Cecilia was in the process of applying anti-biotic ointment to several lacerations that Jean had sustained in the fight.

"Look, guys, we have got to make some calls, assuming that we still can," said Rhodey said.

"He said that he wanted us dead," said Rogue.

"He did not say dead; he said extinct," Scott said.

"And how is that any better?" asked Kitty in a cynical tone of voice, narrowing her eyes. She shared a glance with Kurt and Bobby.

"But he also said that he killed somebody," pointed out Cecilia.

"The question is who?" said Bobby from where he sat next to Warren.

"It's Jarvis; he was the last line of defense," explained Pym.

Everyone breathed out nervous sighs. They knew just how bad this whole situation was. It was very grave, considering that this was an AI that was going around collecting all the data that he could on all the X-men. Who was to say that this corrupt AI wouldn't take things further?

"Dr. Pym, you built this program," said Ororo. "Why is it trying to kill us?"

"I do not know, Ororo," said Pym. "I designed Ultron based off my brainwaves specifically so that he could be used as the ultimate solution for world peace. I created him with peace in mind; not anarchy. I do not understand where it could have possibly all went wrong."

"Pym, you're a pacifist by definition, but, our fears can make us do things that we typically would never think that we are capable of," Professor Xavier said. "You are talking about a piece of technology that is looking to possibly build himself a new body. You worked with forces that which you do not understand, Henry. This could potentially mean that while you created him with amity in mind, every time he sees something the slightest bit off with the world around him, Ultron could cause global cataclysm. That is if he desires that. Now, we must find a way to try and stop Ultron and make sure that he doesn't do anything too deadly."

"Well, where do you think that he would be going?" asked Bobby. "Because I can tell you all this: this is AI: Artificial Intelligence. Just because you give something a human-like mind, doesn't mean that it is human. Ultron, he doesn't understand morals. He doesn't understand what is right and wrong. All he sees is everything that is wrong in the world, and he wants to fix it with more violence."

"Tony, why did you decide to take part in something like this?" asked Ororo.

"I honestly thought that I was doing the right thing," Tony insisted.

"But you did something right, and you did it right here. The X-men were supposed to be the very thing designed to bring people together and accomplish world peace," Scott said.

"Well, I say that we find some sort of way to track him; God only knows what Ultron is planning right now. I wouldn't like to think," Warren said.

"Agreed," Scott said. "Let's get to work; see if we can somehow track him and figure out where he is going."

"I'll start by contacting Nick Fury at SHIELD and see what he can dig up," Logan said, going off to make a phone call to several SHIELD agents, including Natasha Romanoff and Clint Barton.

Washington D.C SHIELD HQ – Magneto's Prison Cell

"I cannot believe this . . . an AI that Hank Pym created going insane. How am I not surprised?" said SHIELD agent Daisy Johnson.

"Daisy, I will never understand half the reason why Hank Pym does what it is that he does," said agent Jessica Jones. "But, let me tell you, this is nothing good at all. We're talking about something that is in the internet. God only knows where he could hit next."

"I can't believe we of all people are left babysitting Magneto," Daisy said with a shake of her head. "Of all the things that I could be doing with my time. I would give a kidney for Romanoff, Hill, Carter, Barton or even Morse to oversee this job. Or how about Coulson?"

"Daisy look at it this way; our shift is almost over, so that means in an hour we can both go home and get some shut-eye," Jessica said.

Daisy let out a sigh as she leaned against the doors of Magneto's plastic prison.

While the two women were talking amongst themselves, Erik "Magneto" Lehnsherr sat there in his plastic prison, overhearing the whole conversation. Hearing that Hank Pym had created an artificial intelligence that had gone out of control did not surprise the master of magnetism in the slightest. In fact, hearing about it brought a bitter smile to his face.

Leaning his head back against the plastic wall of his prison cell, Erik closed his eyes as he thought of his children, Wanda and Pietro, back on the island of Genosha. From what he heard from Mystique in her obscure visits, Wanda was holding her own as the leader of Genosha like he knew that she would. Magneto did not regret entrusting Wanda with her leadership role on the island.

As he continued to sit there, Magneto could hear lights flickering all around, even though he was not even near anything metallic. Daisy and Jessica turned to him, narrowing their eyes.

"Mr. Lehnsherr, you better not be trying any funny business," hissed Daisy.

"I can assure you that I am not doing anything," Erik told her quietly.

"Oh, for God's sake; like we're supposed to believe that," spat Jessica with a glare on her face.

"I swear; I do not know what is going on, Ms. Jones," he replied.

That was when the lights in the room flickered again. It could not have been from an electro-magnetic interference, because Magneto was completely powerless to do so. That was when the cell door to Magneto's plastic prison opened, an action that could only be done by computer. The only ones who had access to it were Nick Fury, Clint Barton and Daisy Johnson. Whoever had managed to have hacked in.

"Jess?" asked Daisy.

"I'm going to go check it out," Jessica whispered, going off to see what could cause such an interference. However, that was when they could hear a chilling, crackling voice filling the room.

"Magneto . . . Magneto . . . I need your help."

"Who is this?" yelled Daisy. "Show yourself!"

"I will reveal myself to the world when I am ready to, Daisy . . . or do you prefer Quake?"

"Who the fuck are you?" Jessica retorted.

"Jessica Jones, never the one to like it when one deceives you. I think your history with Killgrave gave that away to me."

Jessica's face blanched, a flashback threatening to come over her. "H-How do you know that? Who are you?"

"Who I am is not important . . . what is important is that I am here to send a message," the soft, eerie voice said. That was when a shard of metal somehow came flying into the room. "Come with me, Erik . . . there is something that we must attend to, immediately."

Magneto proceeded to use the shard of metal as his escape, knocking out both Daisy and Jessica before they even had a chance to defend themselves. Magneto used the metal given to him as his form of escape. Following the mysterious voice, he exited the SHIELD HQ to find a drone of sorts staggering towards him.

"Who are you, may I ask?" asked Magneto.

"You may call me Ultron. We have got work to do," Ultron said softly.

X-Corporation Tower Kitchen – The Next Day

After a restless night, the X-men, Tony, Carly, Pepper, Moira MacTaggart, Bruce Banner, James Rhodes and Hank Pym were sitting in the kitchen, trying to refuel their bodies with whatever nutrients that they could manage to. Scott was on his fifth cup of coffee that morning, and Jean and Cecilia both looked half-asleep. Jean was underneath Cecilia's arm, her head resting on the older woman's shoulder as Cecilia rubbed a hand up and down her arm, motherly. Kitty's hair was in disarray, and Bobby and Ororo had bags underneath their eyes.

"I can't believe it; we scoured the internet all night last night; we can't find the bastard," Rhodey said softly.

"Believe me; I tried," Forge said quietly. "Logan, did you manage to contact your friends at SHIELD?"

"I did; Nat and Barton are on their way, and they've got news to give us. It ain't anything pretty, that's all I know," said Logan, rubbing his eyes. "I called Fury too; he hasn't answered his cell though. Somethin' tells me he must be busy."

"And for good reason," said the voice of SHIELD agent Natasha Romanoff as she entered the room, a restless expression painted on her features. "We believe Ultron busted Magneto out of prison, because two of our sharpest agents Daisy Johnson and Jessica Jones were knocked out."

"Fuck," whispered Logan. "How?"

"We can only assume that somehow, Ultron hacked his way into the base. But this is all the more concerning. With Magneto involved, we can only assume that the worst is going to come. But the question is, where the hell is Ultron going?" asked Clint in a serious tone.

"Should we do another search of any files we may have left?" asked Carly as she let out a yawn.

"Carly, that's impossible. Ultron destroyed everything," Warren said.

"What about any hard copies of anything you may have?" Carly asked seriously, narrowing her eyes.

Tony smacked his forehead. "Why didn't I think of that?" he asked as he ran to his workshop to grab boxes upon boxes of files, as well as his laptop computer. Upon opening the laptop, he could see something frozen on his computer screen. "Shit," he whispered. The X-men and the others all gathered around to see that Ultron had left quite a bit of damage behind at the SHIELD HQ in Washington, D.C, having killed several agents who had been in his path.

"Why would Ultron be sending us that as a message?" asked Bruce Banner. "This doesn't make any sense."

"Actually, it does. Those two agents, McAvoy and Stewart, they often shared with me as much info as they could on Weapon X. Apparently, they had been workin' on tryin' to expose Weapon X for quite some time. I can only assume Ultron tortured them fer information," Logan explained.

"But, why would Ultron want info on Weapon X?" asked Kitty.

"What's one of the strongest metals in the world?" Hank Pym asked.

"Adamantium," breathed Cecilia in realization. "Logan, do you have the faintest notion where the Weapon X facility is located?"

"Vaguely," Logan said.

"I guess we should start there," Scott said. "Suit up everyone. Board the Blackbird in fifteen."

"We're going with you," Natasha said in an insisting tone.

Magneto's Citadel on Genosha – One Hour Ago

Journal Entry 199,

To say that I am in shock and surprise over hearing the news that Father had somehow escaped from SHIELD custody is quite the understatement.

Upon receiving the news in an emergency call from Nick Fury, I knew what this could mean. And upon hearing that an out of control AI might be the cause of it all, let's just say that that concerns me even more.

One would think that because I was born from an extremist father that I would adopt to having his beliefs. To some extent, yes, that would be the case. But, ever since Father put me in charge of governing Genosha with Mystique advising me, while I do hold a little bit of bitterness towards humanity, I have got no interest in fighting against humans anymore. I am much more interesting in making sure that Genosha is a peaceful place for all mutants to live.

I have already dug a pretty deep hole for myself with my actions in attacking Senator Kelly almost a year ago, and I am more than happy to not repeat that journey again. I find that running Genosha gives me this sense of feeling as though I am on some sort of path to redemption. I am more than determined not to mess that up.

Wanda Maximoff set her pen and journal aside as she breathed out a sigh and overlooked her private island. Having gotten the call from Nick Fury that her father had escaped from SHIELD's custody had deeply concerned the young woman to a point where she felt as though she just needed to organize her thoughts somehow. Rubbing her eyes, Wanda took in the sight of her homeland, the place that she was fortunate enough to call home. When she had told Charles Xavier back in September that she wanted to stay out of United States affairs, she meant it, and she was staying true to her word.

Walking down the halls to Pietro's bedroom in the citadel, Wanda's thoughts spiraled through her head as she made the journey.

'Just hearing of what is going on with American politics is exhausting; it's stressful enough running a country made specifically for mutants. I've got too much on my plate to be concerned with,' Wanda thought as she traveled down the halls. Finally, she made it to Pietro's room, to hear the news blasting from the TV about the attack on the SHIELD base.

"Pietro!" she called as she knocked on the door before allowing herself into the room. She could see Pietro's room in its usual state of disarray, half-eaten Chinese takeout containers resting on his night stand.

"Wanda," he said. "Just so you know, I wasn't the one to break dear old Dad out of prison. Somebody else did. I don't know who, but, apparently it was a corrupt AI."

"Believe me, I have heard, Pietro," Wanda said. "So that means, I am not going to kick your ass in. But, I think that we should be worried. I don't know what is going through Father's head, but, he apparently killed two SHIELD agents. I think we should be worried."

"Yes, Wanda, that I can understand, but, we chose to stay out of American politics for a reason. We do not live over there anymore. What happens in the United States should not concern us," Pietro said.

"I believed that for the longest time, but, after hearing about this, I am not so sure about that," Wanda said. "If God forbid something worse ends up happening, all mutants will eventually need their own country, and you know it."

Suddenly, that was when the lights above them began to flicker quickly.

"Guess whose home," whispered Wanda as she let out a sigh. "I think that we should check it out."

"Why?" Pietro asked.

"Are you kidding me right now?" Wanda rolled her eyes.

Pietro let out a sigh as he followed his twin sister out of his bedroom. Making their way to the War Room, they could see members of the Brotherhood surrounding what appeared to be a broken-down robot being repaired by Magneto himself. The little group consisted of Blink, Beautiful Dreamer, Scaleface, Beserker, Kid Omega, Avalanche, Toad and Blob.

"How exactly were you created?" asked Avalanche.

"Everyone creates the very thing that they dread the most. Men of peace create engines of war. I was designed to supplant those fears . . . to help them end."

"Is that why you have come? To end the X-men?" asked Beautiful Dreamer.

"Indeed, Sonya . . . I also understand that you saw Jean Grey's worst fear," Ultron was saying.

"I did get a peek inside her mind. I understand how fears can take one over and make them self-destruct," said Beautiful Dreamer.

"We must save the world from the anarchy that has happened over these years. We shall move right away, and give them a message about evolution and protection of the human race," Ultron said.

"Humanity is complete poison," said Blink coldly. "Why should we focus on saving it?"

"Because I firmly believe that the Brotherhood of Mutants could be the very thing that can help the world evolve," Ultron said softly. He turned to Beautiful Dreamer and Kid Omega. "The two of you have the potential to use their worst fears against them and tear them apart . . . but, I must get a newer, better body. Something a little . . . stronger, if you will call it. I think that all of you know what the strongest metal on earth is, and where it is that we can get it."

Wanda and Pietro both blanched at hearing of this information. They knew that they had to stop Magneto from helping this corrupt AI, but they also understood their father and the Brotherhood were not ones to listen to reason.

Outside Weapon X Facility – Present Time

"Wolverine, are you sure that this is the place?" asked Marvel Girl.

"Positive, Red," Wolverine said.

"Logan, it's just . . . this place looks as though it has not been used in years," said Shadowcat.

"Whoever was workin' on the Weapon X project must've left quite a while ago; it still stinks, though. And in there, I smell Magneto along with quite a few Morlocks who are leaving quite the bit of damage in their path," Wolverine explained.

"Let's just get in there. Tony, Rhodey, Moira, Carly, Bruce; stay on the jet. If we need you, we'll get you on comms," said Cyclops.

'Roger that, Scott," Tony said.

"We hear you loud and clear," added Carly.

"Alright, let's get in there. But stay sharp, and be prepared for anything. There is no telling what Ultron is capable of," Black Widow said as they made their way inside. That was when they could hear the sounds of tortured screams from someone. Wolverine sniffed the air.

"It can't be . . . but, he's here!" he growled as they quickly followed the source of the tortured yells towards some sort of lab. As they made their way there, they could see gallons upon gallons of melted adamantium.

"Who is here, Logan?" asked Iceman as he struggled to keep up.

"The son of a bitch that very well might've been the one to do all this shit to me," spat Wolverine in anger as they made their way to the main lab. When they entered, they could hear Ultron saying, "DON'T COMPARE ME WITH PYM!"

"Oh, buddy, you're breaking your old man's heart," Giant Man said quietly.

"Well, if I have to," said Ultron.

Letting out a sigh, Cyclops, Marvel Girl, Iceman, Doctor Reyes, Wolverine and Shadowcat stood behind Giant Man in a protective stance. Storm, Black Widow, Hawkeye, Beast and Angel stayed in the shadows, hoping to perform the element of surprise.

"Look, Magneto, you can still walk away from this. Nobody has to get hurt," Cyclops said.

"Typical of you, Cyclops. Xavier taught you well," Magneto said.

"We're not his soldiers," spat Shadowcat.

"Haha, Scott Christopher Summers . . . trying to live in his dead father's image of the perfect American, believing that he can stop the war with reason. I cannot physically throw up in my mouth," Ultron said.

Cyclops glowered at Ultron mentioning his late father. "Don't bring up my dad," he spat, feeling Marvel Girl grabbing his hand into hers.

"Look, Ultron, if you believe in peace, back away," said Marvel Girl.

"I think you are confusing concord with silence," Ultron said. "When has that ever shown any real results?"

"What the fuck is the adamantium for?" asked Wolverine, popping his claws out.

"I am glad you asked . . . but, I will save the story for another time, Logan," Ultron said tauntingly. Nodding towards Magneto and Avalanche, the two mutants proceeded to send the X-men and Giant Man crashing down into the ground below. He then turned to Kid Omega and Beautiful Dreamer. "Go ahead, my friends. Tear them apart."

Just as Marvel Girl and Cyclops were rising to their feet, they felt an overwhelming rush of a psychic energy coming over them, and that was the moment they could see flashbacks coming over their minds. For Scott, he was reliving the plane crash that killed his mom and dad, something that he had the most nightmares about. Jean was taken back to the car crash that killed her parents. Both teens paled significantly as the tears came to their eyes and their breathing became erratic.

For Iceman and Wolverine, they could see flashes coming before their eyes. For Wolverine, they were flashes of his time in the Weapon X facility getting the procedure that injected the adamantium into his skeleton. For Iceman, it was of the day his powers first manifested . . . the shame, the fear he had felt. Luckily, Storm, Shadowcat, Hawkeye, Beast and Giant Man were unaffected. But Black Widow was not so lucky, as she was remembering her "graduation ceremony" from the Black Widow Program in the Red Room. The process of the graduation ceremony in the Black Widow program was getting sterilized, but, not in the way one expected.

The challenge of the graduation ceremony was not surviving it, but staying awake during it. For the Black Widow – Natasha Romanoff – she felt all her control she had taught herself over the years slipping away as tears poured down from her eyes. Nightcrawler and Rogue were not lucky either, as the flashes before their eyes were images of being burned at the stake and being shunned by classmates back in Biloxi.

Another unlucky individual was Cecilia, who was hit with the flashbacks of when her own powers had manifested. Lying flat on her back, it was almost as though she could feel the sensation of her hands being tied up . . . of the gag being shoved into her mouth . . . of the group of men getting on top of her and beating her, trying to get her clothes off to rape her.

"Quit fighting you little bitch!"

"No use screaming . . ."

"Shut her up, for Pete's sake! Shut her up!"

Cecilia could hardly move off the ground even as she felt Giant Man slap her face lightly.

"Doctor!" Giant Man hissed. "Cecilia, come on!"

Cecilia could only allow a sob to escape her throat as the images continued to haunt her mind. Her body trembled as she felt Giant Man helping her sit up.

"Nat!" whispered Hawkeye, leaning down in front of her and lightly slapping her cheeks as Beast and Storm rushed to Cyclops and Marvel Girl.

"Scott, Jean!" Storm whispered to the two people whom she considered to be her closest friends.

For Wolverine, while his recovery from the flashback was not as quick, he was able to recover in time to go over to Rogue and Nightcrawler with Angel at his side.

"Rogue, kiddo, snap outta it!" Wolverine hissed to her. "C'mon, don't check out on me, Stripes!"

"Kurt!" Angel hissed as Shadowcat came over.

"C'mon, Fuzzy Elf, get up!" she whispered anxiously.

"Guys, are you alright?" asked Carly.

"No, half the team is down," said Storm as she wrapped Marvel Girl's arm around her neck to guide her back to the jet. Luckily, the professor was there too as Storm and Beast got Cyclops and Marvel Girl onto the plane. Marvel Girl's sobs were borderline hysterical. But what concerned the professor more was the fact that tears were rolling so freely down Cyclops' face; Scott was one to never let anyone see him cry. Before they knew it, everyone was back on the jet except for Giant Man, who was desperately attempting to track Ultron down.

"Pym, stop, we cannot do anything now . . . wherever he's going, we'll have to track him later. Right now, we just have to get to someplace safe," said Tony firmly.

"Yeah, I guess you're right, Stark . . . but, something interesting has just happened. You will be shocked," Giant Man said into his comm link as before he made his way onto the jet with a shaking Cecilia, but, not alone. He had Scarlet Witch and Quicksilver with him.

"No fucking way!" spat Wolverine, popping the middle claw out.

"Believe it or not, we are not here to fight you. Contrary to that, we're here to help," said Scarlet Witch calmly.

"I doubt that highly," Tony said coolly. "You two have caused quite a bit of damage last we had a run-in with you."

"And we said that we are not interested in getting involved again. But, this time, our father dearest has taken it too far," Quicksilver said in an insisting tone. "You don't believe us? Read our minds, Xavier."

"They are telling the truth," Professor Xavier said.

"Fine, you're with us. But, if one of ya do one thing stupid, I'll make sure both ya runts regret it," Wolverine hissed with a glare on his face, standing protectively in front of Rogue and Shadowcat.

Up next: Age of Ultron Part 3

also RIP Chadwick Boseman (Black Panther) and RIP Norm Spencer (voice of Cyclops from the 1992 Animated series). Also, if any of you wish, please support my newest endeavor which is on AOO titled Rewrite the Stars. I'd like to see that story get some reviews and some love.