The X-men were formed with peace in mind by Tony Stark and Charles Xavier, in order to use their powers to protect a world that hates and fears them. However, there are those individuals that feel the X-men's efforts alone aren't enough, and want to try and advance the world through technology. However, these attempts at technologically advancing the world prove to have consequences.

Hank Pym managed to bring forth a potential global catastrophe upon creating an artificially intelligent program known as Ultron. With more access to information on the world than knowhow, Ultron built himself a body and recruited the Brotherhood of Mutants, as well as Magneto, as his accomplices.

However, Ultron is in a need of a newer, better body. As a result, he stole adamantium from the Weapon X program, and had the Brotherhood telepathically torture several members of the X-men and the agents of SHIELD, including Cyclops, Cecilia Reyes, Marvel Girl, and Black Widow. Now, with the team left shaken and unsteady, the pieces must be picked up again to put a stop to Ultron's reign of terror on the world.

Issue 58: Age of Ultron Part 3

X-Corporation Tower – Professor Xavier's Office

"Charles, we are nearly a month or so away from the election. This is rather concerning. Heaven only knows what this AI plans to do," said Lilandra Neramani over the video feed.

"Indeed, Lilandra, but, my X-men lost him back at the old Weapon X facility up in Canada. Some of Magneto's telepaths got into the heads of my prodigies," Xavier said.

"How's the team?"

"In shock," Xavier explained. "But it appears Scott and Jean took it the hardest out of everyone. I do not know what Kid Omega and Beautiful Dreamer made them see; I am not about to intrude on their private thoughts to find out."

"I would not expect you to, Charles," said Lilandra. "But I do hope that if you find out anything, that you stop Ultron before something much worse ends up happening. Then humanity will truly suffer."

"Affirmative, Lilandra. I shall talk to you if I have got any updates," Xavier said, hanging up the line before folding his hands in front of his desk. That was when Pym and Tony came into the room. "Gentlemen," he said. "Any luck with tracking down Ultron?"

"No, unfortunately. Carly, Bruce and Hank are currently at the computers down in Forge's workshop. If they cannot find him, we're screwed," Pym said.

"I just – Professor, I do not understand where it all went wrong," Tony said with a shake of his head. "I feel I should have done more to . . ."

"Tony, this was out of your control, son," Xavier said firmly. "You cannot agonize over something that you have no jurisdiction over."

"Professor, no, you-you don't get it. I've screwed up so many times. First, with you and the other X-men being sent on that little trip to the Savage Land by Gateway and Blink; then I think I can somehow handle my alcoholism by myself. And then, this happens, something I so easily could have prevented from happening," Tony said.

"You really cannot hold yourself responsible for the Savage Land incident, Tony," Xavier said in that still firm tone.

"But, still, Xavier, I-I have got to find a way to fix this!" Tony insisted.

"Tony, this is my mess to clean up too. It was my idea to build Ultron in the first-place thinking that he can be used to achieve peace. But, instead, look at what he did. He pulled the X-men apart like cotton candy," Pym said sadly. "But I truly thought that I could end the war before it started. I always thought that that was why I fought for so many years as Ant Man, and now Giant Man, so that I can end the battle, so that we all get to go home."

"Henry, a world without war is idealistic, but, that is not something that you can just accomplish by creating artificial intelligence. Believe me when I say that I want to see the world be more peaceful as much as you do, but, you cannot stop a war before it even begins," Xavier said in a soft tone. "So instead of wallowing, you two should get back up and find a resolution to the quandary."

Tony and Pym sat there, taking in Xavier's words. The fact that Xavier knew the right things to say without even needing to read either of their minds just proved how well he knew the both of them, Tony especially. He was there practically seeing Tony grow up and was like a second father to him.

'You always have a way with words, old man,' Tony thought.

'It's in the job description, son,' Xavier replied.

'I thought I told you not to intrude on my thoughts,' Tony thought, but a chuckle got past his lips.

Jean's Room

'Jesus Christ,' Jean thought as she lay there on her bed, tears still rolling down her face. 'I cannot believe that I allowed Beautiful Dreamer to get into my head again. This is the second time . . .'

Ever since the Beautiful Dreamer had gotten into her head down in the sewers when the X-men had gone down to rescue Warren, Jean had been scarred by the whole situation. She'd made a vow to herself that she would not allow anyone to get into her head again. Sure enough, it happened again. This time, it felt worse, because she not only had to relive the flashbacks of her parents' deaths, but also, she had relived some of her darkest moments in the mental asylum.

Closing her eyes, Jean swiped a hand across her cheeks to wipe away her tears. But, they just kept on coming.

She heard quiet knocking at her bedroom door; in that moment however, she was not in the mood to see anyone or talk to anyone. She felt completely embarrassed that she allowed herself to slip up like that yet again. She did not even want to speak to Scott at that moment, even though she trusted him with her life and loved him with her whole heart.

"Jean, can I come in?" Scott asked her softly. "C'mon, baby, just let me in."

Jean opened the door with her telekinesis, allowing her boyfriend into the room. He proceeded to sit on the bed beside her.

"Jean, what was it that Beautiful Dreamer made you see? How bad was it?" Scott asked.

"Bad," Jean whispered.

"Well, what did she make you see, exactly?" Scott's voice was dripping with worry for his girlfriend.

"The car accident that killed my mom and my dad . . . my time in Mangold when I was separated from my sister," she said in reply. "I – I just . . . I just cannot believe I'd lost control back there, again."

"I think you're being too hard on yourself," Scott told her gently, reaching a hand over to stroke her hair. "You're not perfect, Jean; stop trying to be."

Jean opened her eyes, which were still wet with tears as she sat up and pulled herself into Scott's lap. She kept her head on his shoulder. "I-I know," she said quietly. "I just – I want to be wiped clean of all of that. I-I want to forget, but I can't."

Scott sat there in silence, continuing to stroke Jean's hair as he placed a gentle kiss to the top of her head. "C'mon, Red, you know that she got into my head too. We were just caught off guard."

Jean clenched her eyes shut again, willing her tears to stop.

Medical Laboratory – Twenty Minutes Later

Cecilia Reyes sat at her desk in the medical lab, tears continuing to make their journey down her face.

For so many years, she thought she'd buried the memories of how her powers had manifested. She thought she could suppress that moment by shoving it far back in her mind simply by consuming herself with work. Unfortunately, it didn't work. But consuming her mind with research and being a doctor helped her help those who were helpless.

Staring down at the diary that she kept at her desk, she began writing as her tears rivered down her cheeks, hitting the pieces of paper as she wrote.

Journal Entry 555

I'd never thought I'd have to relive that moment ever again. I'd never thought I would have to see it all play out in my mind again. But I guess Professor Xavier is right about how memories never go away.

I still remember that night. I remember the cold of early March, how I'd had probably a little too much to drink. I remember how it felt. I remember their hands grabbing me by my hair to pull me down to the asphalt, grabbing my mouth to try and prevent me from screaming. I remember their selfish hands ripping off my jacket and trying to go for my shirt and my pants to sexually assault me. I'd never felt more ashamed, and more frightened in my entire life than in that moment. Thinking about it to this day never fails to make me feel sick.

Now, Kid Omega has forced those memories back into my mind. Why did I allow this to ever happen?

Cecilia paused from her writing, swallowing back a sob that threatened to leave her throat. However, she was interrupted upon hearing Jean enter the room.

Jean's body was shaking considerably, tears making their way down her face as she moved to sit in a nearby chair. However, before she could, Cecilia moved and wrapped an arm around her shoulders, guiding her to the recovery area where the beds were.

"They got into your head, too?" Cecilia asked her surrogate "daughter".

Jean nodded, a sob making its way past her lips as Cecilia sat down, motioning for Jean to sit on her lap, knowing the teenager was in need of a mother's touch. Jean willingly sat down on the older woman's lap, and the sensation of arms wrapping around her reminded her of how her mom used to hold her. It caused Jean to cry harder, burrowing her face into Cecilia's neck.

"You know they made me remember the night my powers came," Cecilia murmured into Jean's ear, rubbing the girl's back soothingly. "It never goes away. I wish I can say that it does, but it doesn't."

Jean let out a whimper, curling herself deeper into Cecilia's arms as she felt the older woman reach for a blanket, draping it over her. She could feel a soft kiss being placed on her forehead, causing her to look up slightly.

"What'd they make you remember?" Cecilia whispered, continuing to rub Jean's back gently to coax it out of her.

Jean tried to wipe the tears off her face before she spoke. "When I g-got separated from my s-sister . . . when my mom and dad died," she managed to get out. "I – I already – I already see it happen in my sleep every night. I – I just miss them."

Cecilia hugged Jean a little harder as her own tears rolled down her face. "Shhh, I know," she whispered. She closed her eyes before continuing. "I know how you feel. Kid Omega got into my mind, too. He made me remember the night I was almost –" Cecilia stopped speaking, tears melting in her eyes as she remembered the night that she'd almost gotten sexually assaulted.

"Doctor Reyes it – that wasn't your fault," Jean whispered, her arms moving to wrap around the older woman to return the hug.

Cecilia nodded, stroking Jean's hair. "It took me years until I realized that," she murmured to the teenager. "I was in the wrong place, at the wrong time; just like today. Okay? What happened wasn't your fault Jean. You are not weak." As she said those words, she stared Jean directly in the eye. "Alright? I'm proud of you; I love you. What happened today doesn't make me think any less of you."

Jean moved her head in closer to the older woman's chest, breathing in and out as she whispered, "I love you, too." She proceeded to telepathically express it towards Cecilia. The word "mother" embraced Cecilia's mind.

Cecilia, however, had one other thing to add in towards Jean. "How's about this? You don't blame yourself for what happened today; I don't blame myself. Deal?"

Jean nodded, and allowed herself to breathe a sigh of contentment.

Danger Room

In the Danger Room, Kurt "Nightcrawler" Wagner, Kitty "Shadowcat" Pryde and Anna-Marie "Rogue" D'Ancanto were using the room for themselves, working out their aggression.

After the humiliating defeat at the hands of Ultron and the Brotherhood, all of the X-men were deeply shaken over the fact that Kid Omega and Beautiful Dreamer had made them see such terrorizing visions. But, for Rogue, she was more frustrated than anything, mostly because of the fact that she had been so determined to not allow anyone to get into her head ever again. After her experience with Mystique manipulating her and using her, Anna-Marie had been more than determined to never allow anything like that to happen again.

They had the Danger Room level at a fairly easy level, but for Kitty, she was personally wanting an easier level, considering she was now pinned to the ceiling. Kurt teleported up close to where she was.

"Kurt, do you mind helping me down, Fuzzy?" she retorted, sassy as ever.

"Vhy don't you just phase down?" Kurt asked.

"And fall on my face? No way," Kitty snipped back to him. "Now, be a gentleman, and help me down!"

"Ah got ya, Kitty," Anna-Marie announced, releasing Kitty from the tentacles that had wrapped themselves around her. Kitty phased into the ground below, before coming back up. Rogue took out the last tentacle, ending the session.

"Class dismissed," Kitty said with a sigh.

"Agreed," Rogue said. That was when they noticed Wanda entering the Danger Room. But, for Rogue, she wanted nothing more than to avoid Wanda. Even though Wanda had once been her closest friend when she had been in the Brotherhood, Anna-Marie was in no mood to have a conversation her. Rogue coldly walked past Wanda with Kitty following suit. But, for Kurt, he stayed behind.

"Vhy are you here?" he asked Wanda in curiosity.

"I just came to tell you that Beast and Dr. Banner are still attempting at some sort of progress with finding Ultron," she said to him, brushing her hair back, her light brown eyes almost in a way glowing as she looked at him.

"Good to know," Kurt said to her in his thick, Germain accent.

Wanda turned her head in the direction Rogue and Kitty just walked out in.

"Don't vorry about mein sister. She'll come around vith time," Kurt said.

"I don't know so much about that. I was probably the one who betrayed her the most next to Mystique," Wanda said.

"How?" Kurt asked.

"Because I feel in a way, I partially put her in the situation she had been in where she absorbed Ms. Marvel. If I hadn't been so stubborn; if I hadn't taken part in that attack against Senator Kelly and gotten myself arrested, she wouldn't have had to do that as a favor to your mother," admitted Wanda. "I regret having not checked on her enough after that because I was closest to her at the time."

"I zhink you are being too hard on yourself," said Kurt quietly.

Wanda let out a sigh. "I think I am being perfectly hard on myself," she said in reply. "Because even though I want to make up for certain choices that I made, I'm not so sure others out there will be as willing to forgive."

"Vell, from mein experience vith needing to forgive ozhers who persecute against you, vith time, it vill happen. I zhink all my teammates are just on edge because of vhat happened back zhere, Scott and Jean especially." Kurt took a seat beside Wanda so that they were shoulder to shoulder.

"Yeah, I can assume Beautiful Dreamer and Kid Omega made them see things," Wanda said.

"You could say," Kurt said.

"Well, did she make you see any –?" Wanda started to ask.

Kurt nodded. The two sat there in a solemn silence before Wanda asked Kurt, "What did they make you see?"

"Zhat I vas back in Germany . . . zhat I vas not anymore zhan zhe monster people always zhought zhat I vas vhen zhey vould lay eyes on me," Kurt said.

Wanda closed her light brown eyes, sighing heavily. From what Mystique had told her of Kurt over the past month or so, Kurt had been coerced into performing in a circus against his will. It was either that, or get chased by angry mobs looking to burn him at the stake or perform an exorcism on him. From what Wanda could see, Kurt had not lived the best life, yet, he did not seem to withhold any anger against those who had hurt him so greatly.

"How do you do it?" Wanda asked. "How do you manage to forgive those who have hurt you?"

"Faith," Kurt said softly to her.

The two mutants sat there silently, not saying a word to each other for a good twenty minutes. The fact that Wanda had somehow managed to find a connection with her former teammate's adoptive little brother was something that surprised her. And she could tell by looking over at Kurt that he was just as surprised as she was.

Magneto's Citadel on Genosha – Main Laboratory

Ultron sat in the laboratory in Magneto's citadel on Genosha, feeling Magneto repairing his body using the melted down adamantium they'd stolen from the Weapon X facility. Just feeling the strongest metal on Earth surrounding him, giving him a newer, better body, was something Ultron relished in greatly.

"Thank you for doing this, Magneto," said Ultron.

"Well, Ultron, you and I both have similar goals for humanity and having the world evolve; that is why I partially trust you so much, considering what it is that you want to see in the world," Magneto see.

"All I want to see in the world is peace. After all, Erik, you of all people should know what that feels like. You lost your parents; I can only imagine the kind of pain that that must've caused you," Ultron said.

"During the Holocaust I saw some of the ugliest things that humanity has displayed," Magneto said as he put the finishing touches on Ultron's new body.

"Believe me; I have seen how ugly humanity can get; humans, you cannot trust them. They act out of fear towards everything. They do everything on impulse without thinking twice about it. It truly is pitiful for someone like me to see," Ultron said simply.

"So, Ultron, what comes next in your plans towards evolution?" Magneto asked softly.

"Well, I am only one mind, Erik. If you really think about it, the Brotherhood's aid in my mission is not nearly enough. I need to find a way to give myself a sidekick, if you will," Ultron said.

"And how would you achieve that?" asked Quentin Quire in a curious tone.

"I cannot say yet. But, I do know, when it happens, that I will be in my full glory," Ultron said, getting up so that he could examine his new body. Satisfied with the way that it looked, Ultron sighed. "All I know is, I am going to need someone in particular, and if my estimates are correct, which I know that they are, then is particular person is with no doubt the key towards helping me evolve."

"How, exactly?" asked Pyro.

"You will see, John," Ultron said softly, proceeding to remember the files that he had read on Hank Pym's ex-fiancé, Janet Van Dyne.

X-Corporation Tower – Kitchen

Well into the night, the X-men, Natasha Romanoff, Clint Barton, Wanda Maximoff, Pietro Maximoff, and Bruce Banner were sitting in the kitchen, trying to refuel their bodies in whatever way that they could. Jean cupped her mug of green tea, allowing the heat of the mug to warm the palms of her hands as Scott kept an arm wrapped around her shoulders. Cecilia was also present, keeping her hand on Jean's knee.

"How did your searching go? Did you guys manage to get any kind of clue on what is that Ultron is planning on doing with that adamantium?" asked Bobby, rubbing his eyes.

"Well, based on what we've gathered, Ultron stole that adamantium because he was looking to build himself a new body, but that cannot be all that it is for," whispered Carly as she leaned her head against Beast's shoulder.

"Well, what would a crazy AI like Ultron want with adamantium?" asked Warren.

"Honestly, I think that he's looking to evolve, somehow. I think he somehow thinks that mutants are more superior than humans; that's why he's teaming up with Magneto and the Brotherhood in the first place. But that cannot be all the reason why," Tony explained.

"Do you honestly think that that is what Ultron is doing?" Natasha inquired, running a hand through her auburn hair.

"It cannot be the only thing, like I said," Tony said. "It's just a matter of trying to figure out why and how Ultron wants to evolve, and what he plans to do with the Brotherhood. Because sooner or later, he's going to realize that mutants are no different than humans; mutants are just humans, but with an extra gene and superpowers."

"I can only imagine how pissed and disappointed he'd be," Logan whispered.

As the X-men continued to sit there in silence, their thoughts rolled through their heads as they ate their lunch. Trying to be one step ahead of Ultron was proving to be much more difficult on them than they thought. Out of all things they've done, from fighting Cameron Hodge, to fighting the Brotherhood, Ultron was proving to be much harder. And considering he was based on Hank Pym's brain patterns, it came to show just how smart Ultron truly was.

'Wait, he's based off Pym's brain patterns,' thought Wanda as she used her powers to stir some sugar into her cup of coffee. 'Based off Pym's brain patterns . . .' "Hank," she said. "You said that you based Ultron off of your cerebral patterns, correct?"

"Yes," Pym said.

"And you mentioned that you and Janet are having tension, correct?" asked Cecilia in a serious tone.

"Yes. Where are you going with this?" Pym asked.

"I get it," said Scott, smacking his forehead. "Let's face it; we do our best thinking when we're not overthinking. Pym, you might want to try and get in contact with Jan. I don't care how estranged you are from her. Find a way to contact her. Is she still living with you?"

"She's in the process of moving out; at this point, we're just tip-toeing around each other because we're afraid of saying the wrong thing to one another," Pym explained.

"Well, suit up; we have to get to Jan before Ultron does, because I think I know how he's planning to evolve," Beast said. "Tony, Rhodey, are you two coming with us?"

"I'm staying behind; I'll see what I can do from here, Beast," Tony said. "Go," he added. "Scram."

The X-men, Wanda, Pietro, Natasha, Clint, Bruce and Carly all proceeded to pile out of the kitchen with Rhodey and Tony staying behind with the professor.

"Tony, if you do not mind me asking, why are you staying behind?" asked Xavier.

"Because I have an idea, and it might sound crazy," Tony said. "This could either be brilliant and go amazingly well, or it could be a complete shitshow disaster. But I think that this is something that could work. Rhodey, follow me to my workshop."

Rhodey nodded and proceeded to follow Tony to his workshop, where when they walked in, Tony pulled up the schematics and blue prints for a project he'd started on forever ago, but never got around to actually completing. It appeared to be for two robotic suits to wrap around a human body.

"Tony, what is this?" Rhodey asked.

"A project that I had put on the backburner for quite some time. I was originally going to design this for the US military to act as a weapon, but I think I found some use for it, finally. I never thought about this, truly, but it was the X-men who inspired me to want to do this. I call it the Iron Man suit, as well as the War Machine suit. I think I know what I am going to do with these. But I could really use a sidekick of my own," Tony said to Rhodey with a smile.

Rhodey nodded in return towards his best friend. "Well, then, let's get to work," he said.

Hank Pym and Janet Van Dyne's Apartment Building – Twenty Minutes Later

The X-men, Hank Pym, Wanda, Pietro, Natasha and Clint were at Pym and Jan's apartment building, hoping that they got there before Ultron did. The fact that Wanda had managed to connect the dots and come to the realization that Ultron might be after Jan was disturbing to everyone.

'I hope we got here before Ultron did,' thought Pym as they rode in the elevator towards his and Jan's floor.

"Pym, why did you and Jan settle on an apartment?" asked Bobby.

"She insisted on it," Pym groaned. "I wanted a house; she wanted this. It comes to show how we are polar opposite of each other. In some ways it's good; it a lot of ways it's bad. It leads into . . . well; it's destructive between us. But that does not mean that I love her any less."

"You can have all zhe love in zhe vorld for somebody; it's not going to stop it from not vorking zhe vay you consider ideal," Kurt said.

Wanda's eyes flashed towards Kurt; the fact that he seemed to have so much wisdom beyond his years intrigued her.

'How does he seem to know the right thing to say?' Wanda wondered to herself as they approached Jan and Pym's apartment.

"Well, Pym, whatever happened to get you guys to this point, accept it and let it happen; you cannot force a relationship to work," said Beast.

Before they knew it, they were all at Pym's apartment that he was sharing with Jan – but not for long, because Jan was moving out officially. Pym knocked on the door.

"Jan!" he said, grabbing his key and unlocking the door. "Jan, you here?" The minute they walked in, they could see that the whole apartment was a wreck.

Logan took a moment, sniffing the air. "Someone's been in here," he said.

"Yeah it's pretty obvious who has been here," Pietro said.

"This place is completely trashed," Jean said.

"But best I can tell, Janet put up a fight," Pym said, examining the space. He took stock of the sofas that had been thrown halfway across the apartment, the doors being broken off the hinges; the holes in the walls.

"How do you figure?" asked Rogue.

"Trust me; I know her. She's not one to just take something lying down," Pym insisted. "I've never known her to."

"Well, where do you think Ultron could have possibly taken her, if he did, that is?" asked Kitty from where she stood beside Ororo and Forge.

Pym let out a sigh. "Honestly? Where do you think Ultron would go since he's got the Brotherhood with him at his side?"

"Genosha," said Pietro. "Going back to square one again."

"God, I was looking forward to our time rescuing Risman those months ago to be the last time we set foot on Genoshan soil," said Warren.

"You and meh both, sugah," Rogue said.

Magneto's Citadel on Genosha – Main Laboratory

"Hnnn . . ." Janet Van Dyne groaned out as she came to from the haze that was surrounding her mind. Her brain felt as though it was in some sort of fog, as though she had been sleeping for nearly twenty-four hours. The last thing that she remembered was that she had been in her apartment, packing boxes so that she could move out of there, when a powerful blow knocked her off her feet. She had turned and saw members of the Brotherhood in her apartment. But she was not about to take anything lying down. In fact, she had put up quite the struggle and tried to fight back when a powerful, surging attack had knocked her out. She could only assume that that had been Kid Omega's work.

'Great,' she thought as she noticed her arms were tied down with metal restraints and that she had oxygen tubing up her nose, which was forcing her to breathe in some sort of sedative to weaken her. 'I swear to God, when I get my hands on those Brotherhood punks, they are going to regret screwing with me!'

'I wouldn't think that so soon, Ms. Van Dyne,' said the haunting voice of Kid Omega in her head, causing her to awaken in an instant. She simply glared at the purple-haired mutant.

"You know what I am thinking right now? That you should consider changing your hair color," Janet replied back, feistily as ever.

"I see you very well still have a sting to you," said an eerie, unsettling voice in the room. That was the moment she noticed a robot coming into the room, made out of what appeared to be full adamantium that had be partially created by Magneto. Instantly, Janet had a feeling that she knew exactly who this was.

"Ultron," she breathed as Kid Omega exited the lab.

"In the flesh, Dear Mother. Father created me. Though I have to say, he was either brilliant, or a total idiot," Ultron said. "Father knows nothing of what it means to achieve world peace. Humanity actually needs to evolve in order for it to be saved. We need to take the next step towards evolution."

"Oh, how I am so curious to see what your plan entails for that?" spat Janet angrily.

"But, in order to achieve my goal, I cannot be all alone in this world. That's why you're here; I need a mate, and since you are so compatible with Father," Ultron said.

"Oedipus syndrome," Janet said coolly, knowing full well what this meant.

"Indeed, Mother. We shall begin right away, but, first thing's first. We're going to need to do some . . . preparations, if that's what you wish to call them," Ultron said softly, reaching a hand over to stroke his "mother's" face as he nodded for Magneto to enter the room. "Magneto, we shall begin, my friend."

Up next: Age of Ultron Part 4

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