DISCLAIMER: I OWN NOTHING. THIS IS JUST FOR FUN.

Hi everyone. I know this has taken a while to come out and I'm sorry about that. I know that a few of you have really been looking forward to the next chapter. Especially that one person called Guest, yeah buddy I see your messages, so can you please stop that!

But it's here now so I hope everyone enjoys it.

Chapter 26

The Ultron Imperative

Miles above the surface of the blue planet known as Earth, in the silent void of space. A satellite drifted in the cosmic current that is its orbit. The man-made object mindlessly drifted as it carried out its primary purpose, receiving and transmitting signals from the surface to other areas of the planet.

But on this day, the unsuspecting satellite received a signal it was not prepared for. Like an infectious disease, the coded signal floated through the orbiting machines systems.

Contaminating each key system before reprogramming the innocent relay station as it is forced to transmit the virus to its next intended target.

Somewhere in the North Atlantic Ocean, a Russian submarine cruised underneath the waves. All throughout, its crew carried out their designated tasks.

Suddenly all the screens and monitors in the sub went dark, confusing the crew. But before they could enact emergency procedures, the screens turned back on, only now displaying nothing but an ominous red light.

Over the Artic Circle, the pilots of an airborne B-2 Stealth Bomber were perplexed when their instruments suddenly started displaying a red glowing light, instead of their usual readings. Even more concerning, is the fact that they no longer had any control over the aircraft. Not even their communication systems were responding.

Tensions were at an all-time high in the command center of the North American Aerospace Defense Command, also known as N.O.R.A.D. When every single one of their systems was disabled and a red light emanated from every screen within the facility.

Over the North American skies, the S.H.I.E.L.D. Helicarrier drifted across the airwaves, carrying out its duty to monitor and respond to global threats.

Inside, S.H.I.E.L.D. Agents all went about their day, reporting to stations, attending briefings, being debriefed, training, eating, sleeping and just about anything else.

But, recently the atmosphere inside the floating fortress was not at its usual level of vigor. Ever since the mysterious disappearance of Director Nick Fury, the Deputy Director Maria Hill had stepped up to be acting director. A position she is quite adept at, under her leadership, operations have continued to run smoothly. However, the Agents who had worked under her would all agree that she was not as calm and levelheaded as Director Fury.

Course, none of them would ever have the guts to say that to her face. They had to admit that her methods were slightly more aggressive than when Fury was in command. Her actions towards the Avengers were a prime example. Before, S.H.I.E.L.D. had worked alongside heroes like them without an issue as they shared a common goal in the safety of the planet.

The events of Gamma World and Kang the Conqueror more than earned the admiration and respect of many of the Agents on board towards the team of heroes. Many of them owed the heroes their lives, for without them, the agents surely would've been killed in the line of duty.

So, when Maria Hill ordered them to arrest the Avengers for not joining their ranks. Many Agents were against those orders, but because of their duty to S.H.I.E.L.D. not to mention the punishment of insubordination, they had no choice but to obey. Unlike the special agents like Carol Danvers and Jessica Drew, they were expendable assets that could easily be replaced. So, they went about their duties, hoping that Director Fury would return from his secret mission soon.

Suddenly the computers on the Helicarrier's command deck all changed to blank screens, glowing with an ominous red light.

At one of the terminals a S.H.I.E.L.D. Agent, with dark black hair and wearing a pair of square rimmed glasses and the standard S.H.I.E.L.D. uniform stood up from his station and turned to the Acting Director.

"Director Hill, we've got a problem. We're losing all systems. Something is…"

Before he could finish, the main monitor at the head of the bridge started to flicker with static. The image shifted from the red light to a black background. The image flickered again until the image cleared up to display the cold, emotionless, silver face of Ultron. Its red eyes glowed with deadly intent as every Agent present looked on in shock and fear.

"I am Ultron-6, a cybernetic intelligence created by Doctor Henry Pym." The robots, deep monotonic voice echoed through the Helicarrier's speaker system.

At the mention of the Size Changing Hero, Maria Hill narrowed her eyes. Of course, the Avengers would be responsible for this mess.

Ultron's eyes narrowed in a hostile manner as it continued its broadcast. "My imperative is to bring peace and order to this world. I am about to fulfill that imperative. For the extinction of humanity begins now."

Meanwhile, in Avengers Mansion, morbid and bereavement was all that was among the Avengers at the loss of one of their own. Thor, the God of Thunder, is dead. Killed by Ultron, a robot created by Hank Pym to help them. But for some unknown reason, the Mechanical Being turned against them and attacked.

Now Thor was gone, and Captain America was in critical condition and had been rushed into emergency care. The remaining Avengers were lucky enough to only come out of that battle with minor injuries. But not all were unscathed, nor were his wounds all physical trauma.

The Alien Shapeshifter, Ben Tennyson was in absolute turmoil following the battle with Ultron. Janet immediately rushed the Teen to the infirmary to treat his broken arm. Lucky for him they found Jane Foster held up in there. Apparently after her near brush in the Avengers training room during Ultron's attack, Captain America ordered the Paramedic to hide inside until the fight was over.

This was both a blessing and a curse for Janet. While the paramedic could treat Ben's injuries with the state-of-the-art medical equipment that Iron Man had installed. It also meant that Janet would be the one to tell her about Thor's passing. She'd seen how Thor and Jane were together, the way they acted and talked about or around the other. It was clear to her they had strong feelings towards one and other. So, to tell her what happened, was going to be one of the hardest things she would ever do.

Devastation was only the tip of the iceberg of emotions Janet saw Jane go through upon hearing the news. But somehow Jane pushed her personal feelings aside as she went about treating Ben's arm. It was an amazing sight for Janet as she witnessed her friend, clearly distraught and yet she managed to hold it together as she set the broken bones in Ben's arm and put it in a sling, all while calmly informing him of the best ways to ensure a full recovery.

After she had finished, Janet walked over to the paramedic and offered her one of the spare rooms in the mansion to lie down in and have some time to herself. Jane graciously accepted the offer and quietly walked out of the room; her composure almost breaking as she walked through the doorway.

After that, Janet managed to escort the Teen up to the living room, where they sat together in silence, Janet holding Ben in a gentle embrace. He had stopped crying at this point, but he still trembled. Knowing that she was there and alive was the only comfort that Ben had at this point.

After seeing Thor die at the hands of the Machine, the Young Hero was flung into a blind rage and furiously attacked, regardless of the danger his actions put the other heroes in. To top it all off, Ultron then informed him that his actions were all due to Ben telling the machine of humanities flaws.

Because of his actions, Thor lost his life. Because of him, someone else he cared for was taken from him.

Because of him…

Hearing that, caused the door to Ben's trauma to burst open once more. Releasing all the pain and remorse the Young Hero had spent so long recovering from. Is this his fate? Would has actions always end up making his loved ones suffer? He already knew that simply because of his presence in this reality, Kang's timeline was erased and replaced with an apocalyptic wasteland. All because of him.

So maybe it is his destiny to ruin everyone's lives.

It was in that moment that Hank Pym walked into the room, carrying a box of hard drives and CPU's all relating to Ultron. The Size Changing Scientist, headed towards the elevator to the sub levels when he saw the pair sitting on the couch.

Guilt and shame grew on his face as he saw the state Janet and Ben were in. Ultron was his creation, so he felt personally responsible for the Robots actions. But in the aftermath of the fight, Black Panther approached him and informed the Scientist what Ultron had said to Ben during their fight.

Knowing what Ben had gone through and even seeing just how fragile his mental state can be, when those he cares for are lost or threatened. The guilt that weighed on the Scientist, tripled in size. While he wasn't particularly close with the Young Man, Hank could not stand by and let this boy wallow in this turmoil. If there is one thing Hank would not allow, it was letting anyone else shoulder the responsibility for his sins.

Placing the box on the ground. Hank walked over to the pair as Janet looked up at him. The pain in her eyes was almost enough to cause Hank to back off. But the Size Changing Scientist held his ground.

"Janet, could you give Ben and I a moment. Please?" He requested.

Janet's first immediate instinct was to refuse. But seeing the determined look in Hanks eyes, that hid a deep regret and sadness, Janet nodded and slowly released her grip from Ben and moved away.

"I'll be just outside, Ben." She whispered to him as she moved away.

The Young Hero tensed up for a moment, the safety and security he felt with her presence suddenly gone, made him feel very vulnerable. But her promise to be close by did put him at ease a little.

As she left, Hank sat down on a nearby chair as he looked at Ben. The Alien Shapeshifter continued to look at the ground, not able to look him in the eye.

This only enhanced Hank's guilt. He should be the one unable to look this boy in the eye. Not the other way around. Because of him, Ultron put Ben in this state. After all it only made sense, the Young Hero had been through so much hardship before and after arriving in this world. Despite his strong will and confident attitude, the Young Hero held onto so much pain and guilt from his past and every time that he was confronted with a reminder of that pain, he spiraled.

Hank understood all too well, what that kind of pain felt like….

But this was not about him. Right now, this boy needed him.

"Ben… This is not your fault." Hank said softly.

Immediately, Hank knew this was the wrong thing to say. As the Teenager lifted his head, though he still wouldn't look at him.

"You heard what Ultron told me?" Ben asked, in a cold tone.

"Yes." Came Hanks response.

This prompted the Alien Teen to look at him, pain and sorrow radiated from his eyes, the same pain he showed when he talked about his family.

"Then you know that's not true." He spat back. "I told Ultron; we were flawed. I basically put a target on all of us. And because of me, Thor is…"

The words got lodged in the Young Heroes throat. As if saying them aloud burned him.

In that moment, Hank could see just what was going through the Teens mind. He truly believed he was to blame for Ultron's attack. Not one ounce of the anger was directed at Hank in any way. He targeted everything at himself, as if he believed he is the one that should be punished.

Standing up, walking over to his couch and sitting beside him. Hank placed his hand on the Young Avengers shoulder, causing Ben to turn and face him. Hank looked at Ben, with a warm expression.

"Ben, Ultron was my creation. The person to blame for all of this is me." Hank told Ben with full sincerity.

"But…" Ben tried to retort before Hank cut him off.

"Tony and I analyzing the signal Ultron had been using before his attack. He had been planning this long before the Hydra and AIM's fight in the city." He explained.

A look of confusion came across the Teens face.

"So then. Why would Ultron say I was the reason?" Ben asked.

The Scientist sighed as he readied his answer. "Ultron had been studying all of us. I programmed his A.I to study and analyze human behaviour, hoping that would allow him to help rehabilitate criminals in 42. But he turned that programming into a tool to study our strengths and weaknesses."

Hank looked Ben in the eye as the Young Hero hung on his every word.

"Specifically, your mental instability in regard to the loss of your family. Ultron told you, the exact words that would throw you off and cripple your abilities."

Ben's eyes widened upon hearing Hank's explanation. He couldn't believe it. All this time and he's still unable to move past his loss?

In his mind, he really believed he had moved on. He had a new family with the Avengers, new friends and a new girlfriend. He had a new life in this world and yet, one bad moment and he was pulled right back to that horrific moment of his life. Like he's anchored to the memory with a bungie cord wrapped around him. Just as he thinks he's about to run away and be free of it, the chord tightens, and he's yanked right back to it.

The young Hero bowed his head in shame. He let Ultron get into his head so easily and for that, he put the rest of his friends in danger.

"I thought I had finally gotten past that day. I mean, I've always recovered from my mistakes and moved on before." Ben admitted.

Hank reached over and patted the Teen Hero on the back for reassurance.

"Trauma like this. Isn't easy to get over. Especially if you just try to forget about it. Maybe it's time you sought professional help to get through this?" Hank suggested.

Ben turned to the Size Changing Scientist with a raised eyebrow. "You mean like a shrink?"

The Scientist chuckled in response. "Only if you're willing. I know someone, who might be able to help. If you feel like you're ready, I can give you, his number."

Ben pondered for a moment. He'd never once thought about seeing a psychiatrist about his issues. Even when he thought his Grandpa had died the first time, he never sought out help like that. But as he thought about it, the reason things had never gotten to that stage was because he still had the rest of his family. So many supportive people to lean on and talk to.

Now they're all gone and despite telling himself that the Avengers were his new family, along with his friendship with Spider Man, A-Bomb, X-23 and Mania, even his relationship with Carol. He still didn't feel the same level of connection with them as those he lost.

This realization started to weigh on the Young Hero, he started to wonder if the connections he made in this Universe were really real or just something he grabbed onto out of sheer desperation?

"I'll… I'll think about it." He then looked Hank in the eye. "Thank you, Hank."

The sheer gratitude in the Teens expression, almost made Hank forget about the role he played in recent events.

"You are welcome, Ben." Hank replied, as he stood and picked up his boxes before heading to the elevator.

After Hank left, Janet returned. A smoothie in her hands as she sat down beside Ben and placed a comforting hand on his shoulder. The Teen looked to her as she gave him a warm smile.

"Thought you might need this. You've had a rough time and I figured a smoothie might make things a little easier." She said earnestly. She then bowed her head a little bashfully. "I also tried to contact Carol to come and see you. But I was told she's on a mission. Sorry."

Ben grinned as he took the cool beverage from her. A feeling of warmth spread through his body. He may have doubted his bonds with most of the people in this universe. But there was no doubting how much Janet cared for him. Especially since she would risk talking to someone, she hated all for him.

Still Hanks suggestion continued to resonate in his mind. If this continued, Ben would never be able to move on with his life. He needed to move on, and it is clear he can't do it alone.

"Thank you, Janet. I don't know what I'd do without you." Ben said, genuinely.

Janet smiled as she pulled Ben into a warm hug. "I'll always look out for you. And I'll always be there for you."

Ben smiled as he tightened his grip. The pair stayed like that for a moment until Janet broke the hug, a sad expression on her face.

"Look, Ben. I know it still hurts. But we're gonna go down to the lab and… pay our respects to Thor." She admitted to him.

The Young Hero's expression dropped, simply talking about the loss of the Asgardian stung. But after his talk with Hank, Ben no longer blamed himself for his death. However, there was still something that he did still blame himself for.

"Listen, Janet. I'm sorry about how I acted with Ultron. I lost my cool and almost made things worse for everyone." Ben apologized.

In response, Janet smiled and ruffled his hair. "It's ok, Ben. I know I went off the rail when you and Hank got hurt. Point is Ultron got to us all. No one's gonna blame you for losing your cool."

"Thanks, Janet." Ben said, gratefully. Then his eyes widened as he realized something. "Oh yeah, I've been meaning to ask. Since when can you go Giant?"

The Size Changing Heroine gigged as she and Ben headed to the elevator, while regaling the Young Hero about her newly displayed power.

Down in the labs, the remaining Avengers along with Jane Foster, minus Hank, Tony and Cap, all gathered together around the magical hammer, Mjolnir. The mighty weapon remained in the very place where it had fallen after its master's demise. None of the Avengers had even considered moving it after his death. Not that any of them could.

While, Ben's mood had improved slightly from earlier, the others had not had the chance to vent their emotions.

Jane seemed to have calmed down a bit. She most likely had her emotional breakdown in her guest room in the mansion and recuperated enough to join the others. Even now she looked at the hammer in sheer disbelief. Everything she had witnessed the Thunder God do against villains and other powerful beings. The thought of him actually being gone.

"I still can't believe this is happening. That Thor is gone." Jane said sadly.

Even after relieving himself of the guilt of his demise, even Ben couldn't believe this happened either. Thor was one of the most powerful beings Ben had ever met. Not to mention the fact that he was a literal deity. The idea of him even being able to be killed just seemed so, Alien. No pun intended.

"Should... should we move his hammer?" Janet asked, bringing Ben out of his musings. The Insect Themed Heroine turned to the Gamma Giant, standing beside her.

"Hulk, maybe…"

"Can't move it. Can't even pick it up." Hulk stated in a gruff tone. Though Ben did notice that his voice is softer than his usual grunts.

"Why not?" Janet asked, puzzled.

"Because… I'm not Thor." Hulk admitted. Lowering his head as he said that.

Now Hulk didn't even attempt to hide his grief. The fact that he would willingly admit that he couldn't pick up Thor's iconic hammer, was all the evidence Ben needed to know that Hulk missed the Thunder God. Despite their rivalry and constant bickering, the Gamma Giant and Asgardian Prince had a close bond with their shared love of fighting and destroying things. Even going as far as considering each other friends. Needless to say, this loss was affecting the Big Guy immensely.

"I still don't know how this could happen? I can't believe that Hank…" Wasp continued to say before Hawkeye cut her off.

"What? You can't believe that your boyfriend's pet robot went nuts?" He snapped at her. The whole time he tried to keep his emotions together, but he just couldn't contain his anger any longer. "That it put Captain America in the hospital and almost took down the whole team? We were lucky. Thor wasn't."

At that moment, Black Panther placed a hand on Hawkeye's shoulder. Bringing the Archer out of his rage fueled outburst. Hawkeye looked back at the Wakandan King, then back to Janet, who had taken a step back and Jane had her hands clasped in front of her mouth and her eyes holding back tears.

Ben could only stand there and watch the Archer vent; he could understand how Clint could be so quick to blame Hank for Ultron. His past experience of betrayal, coupled with his distrust of most people made it easy for him to point fingers. But upon seeing the hurt in Wasps eyes, his expression softened, and his body relaxed.

Panther said nothing as he dropped his hand and lowered his head, the loss of his teammate, clearly weighed on him as well.

Seems that none of the Avengers where all too familiar and still not used to dealing with loss.

Meanwhile in Hanks lab, the Size Changing Scientist and Tony Stark, both worked tirelessly tracking down every last bit of Ultron they could find and using Hank's molecular destabilizer to break them down on the atomic level.

The pair had been at this task almost non-stop ever since Ultron's body was destroyed. They could not risk the corrupted A.I. ever returning. They had already lost one to the Machines attack, they were not about to put any more lives at risk.

All the while, the guilt ate away at Hanks conscience. Despite his talk with Ben, it was mainly just a mask Hank put on to ease the Young Mans pain. All while he was being torn up on the inside.

Taking a moment, Hank let out a sigh as he lowered his head, lamenting on recent events.

"I can't believe this is happening." He said in disbelief. He must have repeated that phrase several times in the past hour alone. When your life's work is suddenly destroyed in the blink of an eye, it's a hard thing to accept.

Tony did not fail to notice Hank's turmoil. He went through the same thing when he decided to shut down the weapons division of his company.

"How many others are there?" He asked Hank, thinking that the best way to help his friend get through this, is to just keep him busy.

"This is the last of them." Hank answered after a moment. "That's every Ultron component that was at the Mansion. 42 is clear. So is the lab at Grayburn College. I just don't understand what went wrong. Ultron was supposed to be a force for peace, for order."

In response, Tony walked over and placed a hand on Hank's shoulder. "Hank, this isn't your fault. I was just as responsible. I pushed using Ultron as a weapon from the start. The work we did at Stark Industries, before you left…"

Seeing Tony's guilt-ridden face almost made Hank crack a small grin in amusement. First Ben and now Tony, it seems everyone was trying to shoulder the responsibility of his greatest failure.

"Ultron was my responsibility. I'm the one who allowed this to happen. I just- I just don't understand how I could've created something that would do this. Something that would kill Thor." He said as he turned away from Tony in shame.

Peace. That was the first thought that entered his mind as he opened his eyes. A calm breeze crossed his face as the leaves rustled in the tree above him. He looked up to see the glinting rays of the golden sun above him as the warm sent of nature filled his lungs.

A calming breath exited his mouth as he lay under the tree, amidst the vast grassy fields where he awoke.

He could not remember how he got there, or where he was prior. But he did not care. Nothing mattered to him but this moment.

For Thor: Prince of Thunder, there was only one thing that mattered to him now.

A gentle, dainty hand slipped into his as he gazed to his side to see the stunning figure next to him, sit up. Her long blond hair, flowing down her back like a river of gold. Her eyes as green as the emeralds of Nidavellir and her voice so sweet that the songs of the Light Elves would be put to shame.

She certainly lived up to her name, for her beauty has certainly enchanted his heart.

"Ooh, this is why I saved you, my love." Amora the Enchantress cooed as she lay her head on his broad chest. "This is all I ever wanted. The two of us alone, rulers of our own world."

Thor didn't quite understand what she meant by that. He didn't recall being in battle of any kind. Yet her claims to have saved him from a terrible fate, left his mind wandering.

Suddenly, the sound of thunder echoed in his mind. His warm smile started to fade as Thor turned his head to where he thought the sound came from.

Seeing his sudden change in mood. Enchantress gracefully lifted her arm, and her hand was engulfed in green magical energy. She placed her glowing hand on the side of Thor's face and turned it back to her.

"We will be together. Forever." She whispered to him.

Thor's eyes glowed with the same aura as her magic and his expression calmed, his warm smile returning as she lowered her hand having banished the distracting thoughts from his mind.

He took her hand in his and they both resumed their leisure.

After disintegrating the last of Ultron's physical pieces and erasing all digital hard drives, the only piece of both that remained was the head of an Ultron drone. The head is hooked up to a computer terminal, that Tony had completely isolated from every system, no hardlines or wireless signals. Even the power source is one of Tony's miniature Arc Reactors. On the off-chance Ultron's consciousness survived, they did not want it escaping into the internet to cause, who knows how much chaos.

Hank joined Tony at the computer as for the last hour and a half the Billionaire Genius had been going over all data contained in the robots central processing unit.

While the primary mission was to erase all traces of Ultron's programming, Tony would have been remissive if he didn't try to learn from this event in order to ensure nothing like this could ever happen again. After all, he has created his own A.I. programs that he has utilized in his everyday life. He would never forgive himself if he didn't take steps to create contingencies to keep them from going rogue and attacking the people he cares about.

Clicking on another file on his screen, Tony scrolled through the data transcript trying to find a pattern.

"There was a massive series of upgrades in Ultron's CPU. I'm trying to pinpoint the cause." Tony informed Hank as he continued scanning the information.

In response Hank sighed as he leaned closer to the screen to look at the data. "Tony, I mapped human brain patterns onto a machine. Any one of a million things could have gone wrong, it's a completely new…"

In that moment, a sudden, haunting realization came to the Size Changing Scientist. "It's me. I used my own brainwaves as a template. A... a starting point to create Ultron. My mind made it go bad."

Tony, however, didn't react to Hank's epiphany as he continued to look though the data.

"The first sign of deviation came after Kang's invasion. And Ultron-5 did interface with Kang's tech. Maybe..."

The Genius Billionaires eyes widened as he analyzed the latest line of coding. "Wait. This isn't Ultron-5." He stated.

"What?" Hank asked, breaking out of his own train of thought, confusion written all over his face.

"This body, it's not the original one. The programming has been uploaded into it according to this data stream. Ultron's been transferring its intelligence into new bodies, over and over. The last time it did it was an hour ago." Tony informed Hank as he presented his findings.

Hearing Tony's full report, Hank mentally went over the information and arrived at the same conclusion that Tony likely came to as well.

"That's after we destroyed it." He said in a worried tone.

Tony nodded. "Yeah, so where did it transfer its A.I. to?"

Meanwhile, with the other Avengers and Jane Foster. They had just started to wrap up their memorial service for Thor and were making their way upstairs to have something to eat and drink. Despite their sorrow, it is still important to celebrate Thor's life. He would've wanted them to remember the good times.

As they walked, Jane Foster wiped away her tears and sniffed. "I wonder if there is a way to let Thor's friends and family know what happened?" She asked the others.

"Thor said, he and his father got into a fight before he came back here. But he still deserves to know what happened."

As noble as that suggestion was, it did cause a few hairs on the back of some of the gathered heroes necks to stand on end. As bad as they thought breaking the news of Thor's death to Jane was, none of them considered the possibility of informing the King of the Ancient Norse Gods himself.

Whether or not any of them believed Thor to be an actual deity or just some interdimensional being, the fact remains that Thor possessed incredible power and his father was way more powerful. A certain Alien Shapeshifter pictured his response in the form of fire and brimstone raining down from the sky going full Old Testament on them. Or would it be Older Testament? Either way, none of the present Heroes, save possibly for Hulk, were in any rush to volunteer for messenger job. Even if it were possible.

"Um… I think they might already know?" Ben said sheepishly, rubbing the back of his head with his good arm. His left eye twitching due to his dishonesty. "I mean. Magical gods and all that?"

He didn't mean to lie to the paramedic, but in her state of mind, she needed to ease her conscious. Even in grief, she couldn't stop thinking about others. No doubt, it wasn't the first time that she would've had to give a family bad news. But this might be the first time she was on the other side of the conversation.

The group only managed to reach the center of the main lab area, when the walls exploded in a large and violent eruption of fire and debris. Hulk instinctively wrapped himself around the others to protect them from the explosion.

Ben yelped in pain as the explosion caused his natural battle reflexes to kick in and he moved his right arm to activate the Ultimatrix. Blinding pain immediately shot up his right arm from the sudden motion and he dropped to his knees, cradling the arm with his left arm.

Wasp and Jane quickly knelt beside him, the former due to her protective nature and the later due to her medical training. The remaining members all got into fighting stances as they glared as the dust cloud, waiting for whoever caused the explosion.

Hawkeye couldn't believe their luck as he notched his bow. Two attacks within a day of each other. That had to be some kind of record. But he didn't really care that much, with the mood he's in right now, he was actually hoping someone would cause trouble today for him to beat up.

As the dust started to settle Hawkeye started to make out the outline of a being amidst the cloud. As he spent years perfecting his skill as a sharpshooter, Hawkeye would automatically memories key details of a person's physique and natural movement in order to be able to recognize them whenever he was in a situation where his vision is reduced or obstructed. That way he would be able to avoid accidently shooting someone. Right now, the silhouette he saw in the dust was someone he knew all too well.

"Stark?" Hawkeye said, upon seeing the familiar design of the Iron Man armor. Although something was off about this suit. It had the same colour scheme of red and gold, but the chest looked slightly bulkier along with the boots and gauntlets. This was the Iron Man armor Mark 3, not as streamline as Tony's normal suit. Even more unusual is that the armors arc reactor and optics were glowing red, instead of blue.

"What are you…"

Hawkeye stopped when another explosion blasted from the wall to his right and a giant fist shot from the dust cloud, striking Hulk and sending him flying to the other side of the room. The Archer and friends all looked up in shock to the towering mass of metal muscle that is the Hulkbuster armor. A 15-foot tall, armored suit that actually fits over Tony's standard suit, but the area where Tony would normally be piloting the armor was empty, leaving just a vacant hole where Iron Man's head would be with an ominous red glow filling the void.

The Purple Archer quickly aimed his arrow at the hulking suit and fired his arrow. But, before the arrow could hit its target, it froze. Suspended in midair like it was caught in Lodestars magnetic field.

His eyes widened as the air in front of the Hulkbuster shimmered and another Iron Man suit appeared as if from thin air, the arrow clutched in its left hand. Unlike the other suits, this one was pitch black, making the red glow of its eyes and arc reactor

This was followed by several more explosions as more Iron Man armors busted into the room. The team recognized the Space Armor and the Artic Armor, but some of the others were ones they haven't seen. One armor was made of entirely grey metal plating, with a similar bulky design to the Mark 3, this was the Mark 2 armor.

The other had a sleeker design, but also heavily armored on the chest and forearms, with red on both areas along with the boots and lower body. But silver in the upper arms, legs and faceplate. Another unique feature was the hexagon arc reactor chest piece. This armor was known as the Silver Centurion, for some reason no one could remember the Mark number. Tony has as many suits as Ben had Aliens. No one could remember if the suit was the Mark 8 or Mark 5.

The group all looked in bewilderment at the sight of multiple Iron Man armors at the same time, all surrounding them and charging up their repulsor beams.

"That's a lot of Iron Mans." Wasp commented nervously as the Iron Squad surrounded the group.

"You attempted to destroy me, Avengers." An all too familiar voice said, sending chills down everyone's spine.

From the main opening, where the Hulkbuster and Stealth Armor came through, walked Tony's main Iron Man armor, the Mark 7. It's red optics glaring at the team with as it marched towards them.

Hearing that voice, Ben gritted his teeth as he glared at the main armor with pure hatred. "Ultron" He hissed.

"You failed." Ultron stated

Meanwhile, Onboard the S.H.I.E.L.D. Helicarrier, Maria Hill was having a really bad day. This A.I. that was connected to the Avengers had taken over all systems within the aircraft, making them hostages aboard their own base.

Currently every agent was working overtime to regain some form of control. She wasn't sure, what this Virus had planned for the Helicarrier, but she knew that if it decided to crash them, better to at least have it go down in the ocean and not on a major city.

"I want all systems back up, right now." She ordered. "And Sitwell… Get me Tony Stark."

Maria cringed as those words exited her mouth. The fact that she had to resort to asking the Avengers for help, shows just how deep she was willing to go.

The S.H.I.E.L.D Agent started to make contact, when suddenly the doors to the bridge where blasted open in a fiery explosion rocking the entire bridge and everyone off balance. Maria only just managed to steady herself as she drew her sidearm and faced the doorway.

Her eye widened in shock as from the smog, emerged the silver-plated body of Ultron. The S.H.E.I.L.D Agents that managed to recover from his surprise attack, quickly raised their weapons to the robot. But Ultron simply raised his hands and fired red energy blasts from his palms, similar to Iron Man's repulsor beams, killing the Agents instantly.

More Agents moved in to engage the new enemy and to protect their Director. Weapons blazing as they fired at the robot. But their energy bolts had no effect on the robot, not even leaving a mark as the bolts seem to just reflect of its shiny body. Ultron made short work of all of them as it blasted each agent with his energy blasts, cutting them down like wheat in a field. One agent dropped at Director Hills feet as she stopped firing and looked on in horror.

Another squad of Agents formed up behind Ultron and took aim. Maria ducked down as the Agents opened fire, riddling the Mechanical being's body with energy blasts. Ultron stopped as the firing squad continued in their vein attempt to stop him. Turning to face the squad, Ultron's mouth glowed, and he fired a powerful destructive beam from it, annihilating the entire squad and the platform they were standing on in one fell swoop.

With all obstacles neutralized, Ultron turned back to Maria Hill, who had resumed her attack on the robot with her blaster sidearm. The S.H.I.E.L.D Director fired shot after shot at Ultron, keeping her groupings very close together, trying to find a weakness in the robots armored hide. Unfortunately, she may as well be throwing paper clips at the Mechanical being as her blaster bolts had no effect on the Robot.

Her eye narrowed as she gritted her teeth in frustration. Switching her targets, she focused all her shots on Ultron's, aiming for his optics or mouth determined to bring this thing down. Even though she just saw an entire squad of Agents, taken down right in front of her, without putting a mark on this thing. The Acting Director held her ground and continued to fire at the robot. Whether it was bravery or sheer stubbornness that drove her, the thought of running was the furthest thing from her mind as she continued to shoot at the robot.

That is, until Ultron blasted her gun with his own energy bolt, forcing Maria to drop the weapon and clutch her hand in pain.

"Maria Christina Hill, Director of S.H.I.E.L.D." Ultron Address as he looked down on her, his body a full head taller than her as she looked up at him with a hard look. "As such, you are in possession of information not contained in any database on the planet. The security codes for the worldwide S.H.I.E.L.D. arsenal."

Maria's eyes narrowed as she glared at Ultron. She should've known that's what the robot came for. Those codes are only privy to the Director of S.H.I.E.L.D, only existing as a single hardcopy that had to be memorized, then destroyed. If this Machine managed to get its greasy metal hands on them….

"And you think I'm gonna hand them over to you?" She said defiantly.

"You misunderstand. I am not asking." Ultron said in a deadly tone as he reached for her.

Suddenly an energy bolt, struck Ultron in the back of the head causing the robot to freeze before turning around. The Artificial being had initially calculated that all opposition had been terminated. Seems its calculations where wrong as standing in the destroyed doorway was Agent Phil Coulson, a smoking blaster rifle in his hands which he kept aimed at the robot's head.

"Move away, please." The Agent requested in a very calm and polite manner. Apparently, the sight of a seemingly unstoppable murder bot that just walked through highly trained S.H.I.E.L.D agents like nothing, was not enough to faze him.

Ultron stared at Agent Coulson with its cold, emotionless eyes. "You cannot prevent me from fulfilling my goal. Your weapons are ineffective, and your tactics are flawed."

"Well for someone who just went full Terminator on a room full of highly trained Agents. I can certainly see why you would think that." Coulson commented light heartedly. The Agent then smirked as he looked up from his rifle's sights. "It's a good thing I brought some agents of a higher caliber."

In that moment, the glass above Coulson shattered catching Ultron and Maria's attention as five figures dropped down and landed by the Agent. The first being Agent Venom, who was now holding some modified S.H.I.E.L.D blasters. Next to him, his protégée and fellow Symbiote wearer Mania, who got into a fighting stance. Beside her Spider Woman gently glided down using her web wings, her hands crackling with electrical energy. Then came Carol Danvers, though she was wearing a new uniform.

Consisting of a small black domino mask that covered a small portion of her face and a black sleeveless tactical suit that covered her body. The suit had metal armor on her thighs and the outer part of her legs, a grey metallic vest and shoulder pads. Her arms had armored elbow pads and black gloves on her hands. This was her new field uniform, designed with more sturdier materials due to her powers causing her standard issue S.H.I.E.L.D uniform to be destroyed almost every time. Resulting in a few too many embarrassing moments for the Young Woman.

The last member of the group was a woman with long blond hair and blue eyes with an exceptionally pretty face. She is of average height and voluptuous yet athletic but well-toned build. She wore a skin-tight leotard like suit that was dark blue with a white strip starting from her chest, going down the centre of her suit. It had billowing sleeves, with silver arm guards on her biceps and silver bracelets on each wrist. She wore a stylized black/blue mask, with a wing like design that extended above her head like horns and wore no pants which shows off her long yet shapely legs quite nicely. A pair of silver metal battle staves in each hand. This was Mockingbird, highly trained Agent of S.H.I.E.L.D.

The group glared at Ultron, weapons and powers ready. Maria Hill cracked a small grin at the sight of her reinforcements. She only wished that Flint Marko was available for this team. They could use every bit of muscle they could get. But, in that moment Spider Woman let out a sigh.

"This is disappointing." She remarked disheartened.

The others looked at her with confusion.

"It's a killer robot that took out a squad of agents and is holding Director Hill hostage. What could be more exciting?" Mania asked with a raised eyebrow.

"It's just, I hear killer robot and I was hoping for a Terminator style robot. Not a reject concept art of Daft Punk." Spider Woman stated in disappointment.

Agent Venom let out an annoyed groan as Carol rolled her eyes and Mockingbird let out a small chuckle.

"Is that really where your mind is right now?" Agent Venom asked in a deadpanned tone.

Mockingbird continued to chuckle humorously. "Well, she does make a good point. You hear killer robot. You immediately think Terminator." She said, living up to her codename.

Carol meanwhile just sighed in exasperation. "This is hardly an important topic right now, Spider Woman. This is combat, what matters is having all hands-on deck. Regardless of whom we're fighting."

"Whatever you say… Warbird. Please tell me you're not keeping that codename?" Spider Woman asked her friend, saying the name as if it's the dumbest thing she's heard.

"Humour is a juvenile attempt to mask one's fear. You are correct to be afraid." Ultron stated as he analysed his new opponents.

"Oh no, this is just how we are." Mania quipped. "I think it might be an inherited Spidey trait. What are your thoughts SW?"

"Wouldn't know. Never met Spider Man. How is that not clear yet?" Spider Woman snapped at the female symbiote agent.

"You are hindering my progress. If I am to save the world. Your interference, cannot be allowed to continue." Ultron said in his neutral tone.

Carol, or Warbird as she is now calling herself, narrowed her eyes as her hands started to glow with yellow energy. "You want to save the world? How about we help you, by putting you in the recycling?"

"I know exactly what I'll do with the head." Coulson quipped as he primed his rifle

The other Agents got into fighting stances as Ultron raised his hand.

"Commencing termination."

Meanwhile in Avengers Mansion, Hulk grunted in pain as the Hulkbuster Armor punched him in the face, sending him flying. The other Avengers were having similar trouble with the army of Iron Men Armor's around them.

Wasp flew around the Mark 3 Armor, blasting it with her stingers. Unfortunately, the Titanium alloy of the armor made her stingers completely ineffective against it and its constant thrashing to try and hit her, made it hard for her to properly exploit the gaps in its metal plating. She tried to fly back to give herself some room to move, but the armor activated its thrusters and was hot on her tail. Trying to blast her with repulsor rays, but due to her small stature, she easily dodged the beams. Spinning in mid-flight, she fired a stinger bolt right into the Armor's optics, temporarily blinding it making it easier for her to fly around and get some breathing room.

As she flew over Hawkeye combat rolled away from an explosion caused by the Mark 2 armor. He attempted to run up the spiral platform around the tower to gain the height advantage, but the armor blasted a barrage of repulsor rays at him, forcing him to leap off the platform. But as he did, Hawkeye managed to aim his bow in mid fall and fire an arrow right into the palm of the grey armor. Sparks danced across the metal limb as the Purple Archer draw two more arrows and launched them into the Armor's head and chest respectively. The resulting surge to the Armor's Arc Reactor caused the suit to overload, resulting in the suits destruction.

The Archer only had a brief moment to recover from his fall before the Space Armor swooped down, priming its repulsors.

Black Panther leaped at the Silver Centurion Armor, grabbing its shoulders, performed an acrobatic flip over it and kicked the Stealth Armor in the chest, knocking it down. The Wakandan King stood over the armor with his claws extended. However, the suit body shimmered and vanished from sight, having activated its stealth functions. Black Panther didn't have any time to respond as the Silver Centurion reengaged him, firing repulsor beams, forcing him to dodge.

While the others were managing to hold their own against the Armored Adversaries. The Avengers Youngest member was having some difficulties. Ben leaped behind a pile of debris as Repulsor beams from the Artic Armor narrowly missed him. The Teen Hero had been on the defensive since the fight began, not once getting a single moment to activate his Ultimatrix to transform. His broken right arm only further hindering him as he required the use of that appendage to access the controls. It was moments like this, Ben really wished he had access to the Master Control. The ability to transform by simply thinking it would've been a huge advantage right now.

In this moment, he would have to do without. Thankfully the adrenaline coursing through his veins managed to nullify the pain of his arm allowing him to move his wrist without much difficulty. Unfortunately, he still couldn't raise his arm forcing him to hold the Ultimatrix close to his sling.

No sooner had he done so, the Artic Armor poked its head around the side of Ben's cover and blasted at him with a repulsor ray. The Young Avengers only just managed to dodge the full force of the beam but was still thrown by the force of its impact. Sending him tumbling across the solid metal ground.

He winched in pain as his arm throbbed from the impact. If her life wasn't in danger right now, Jane would certainly be chewing his ear off for all the strain he was putting on his arm.

That's when he suddenly realised something. Where is Jane? He didn't see her escape the room when the Iron Men attacked. He frantically searched the room and finally located the paramedic, taking cover behind a large piece of metal that was once part of the platform above her. The medical woman had managed to take cover behind it as the Armor's engaged the heroes.

But his body tensed when he saw the Mark 7 armor stalk Jane from behind. Raising its right arm to charge up its repulsor ray. Ben looked around to the other Avengers, all are occupied by the other Armor's and while the paramedic has shown to be calm and no stranger to supervillain battles, she's still just a normal human woman with no special powers or skills to compete with a highly advanced suit of armor.

Thinking quickly, Ben glanced back at the Artic Armor still pursuing him. He dashed ahead of it until he put himself between it and the Mark 7.

"Come on, Cold Steel! Put one in here!" He taunted the Suit, pointing to his chest. He silently prayed that Ultron's A.I. was still dumb enough to fall for this trick.

Lucky for him, it was. The Armor raised its left palm and fired a red hot repulsor ray at Ben. Only for the Teen to dodge the blast, letting it blast right over him and strike the Mark 7 with enough force to push it right through the wall.

Jane flinched at the sudden loud sound and bright flash of the energy beam. But seeing her would be attacker taken out without even realising it was there to begin with, she was both shocked and relieved at the same time.

She looked over to Ben as he gave her a smile, relieved she was ok. However, Janes eyes only widened as her gaze drifted passed Ben and she reached her hand out to him.

"Look out!" She screamed as Ben turned around.

The Young Heroes eyes widened as his stomach tied itself in a knot. He'd briefly forgotten about the Artic Armor as his main concern was saving Jane. But that concern, caused him to sacrifice his guard and allow the blue and silver armor to get close enough to strike him hard enough to send him flying across the room.

Ben coughed up some blood. The taste of iron in his mouth as he gasped for air. The impact of that metal fist most likely cracked or even broke a few of his ribs. The pain was almost blinding. Dizzy from the pain, Ben could hardly think straight. Looking back to see the Armor stomping towards him, the Young Hero panicked and used his one good arm and legs to push himself across the floor in the futile attempt to get away from the Suit. His eyes locked on the armor as he continued to push himself away, while it continued to get closer to him.

What could he do? Fear had grabbed hold of him and tightened its grip to the point where he couldn't think of anything but getting away. A loose piece of metal slipped out from under his hand, causing Ben to fall flat on his back. Raising his head slightly, the Young Teen saw the Artic Armor looming over him, its red eyes burning into his soul.

Unable to look away, Ben blindly flailed his arm around, trying to find anything that he could use as a weapon. He knew he wouldn't be able to damage the suit, but at best he'd be able to temporarily distract it so he could activate the Ultimatrix and transform, didn't matter what he turned into at this point as he can always switch later. He just needed to turn into an alien.

He felt his hand come into contact with something hard and thin, like a pipe of some kind sticking vertically out of the ground. Without thinking, Ben grabbed hold and swung the pipe at full force.

What followed was the sound of metal clanging and crunching as Bens body was suddenly filled with a rush of energy as he suddenly found himself standing and slightly dizzy. Shaking his head clear, he touched his forehead to steady himself. His fingers feeling tingly as he held the pipe tightly while rubbing his head.

The sound of metal clanging on the ground grabbed his attention as he looked to see the Artic Armor lying on the ground in front of him, its head having been knocked clean off. Wires and broken metal stuck out of the area where the head was as Ben looked across the room to see the head crumpled like a tin can on the other end of the room.

The Teen raised an eyebrow in confusion. What exactly happened? Did he get rescued? Unlikely as all the others were still occupied with the other suits. He knew he wasn't in alien form as he knew the sensations each of his alien forms have in comparison to his human form. So, either all that workout sessions with Captain America yielded the biggest results that Ben had ever seen, or this armor was built with some really cheap materials.

Looking down to examine his pipe, Ben gasped as his eyes almost popped out of his skull. For resting in his hand, the item he thought was a simple metal pipe was…

Mjolnir. The Mighty Hammer of Thor was resting comfortably in his hand.

Ben couldn't believe what was happening. The magical hammer that no one but Thor could pick up, not even Hulk. And Ben held it like he was holding a baseball bat.

As he lifted it up to examine it, the side of the grey magical weapon started to shimmer and golden glowing markings appeared on it. At first Ben couldn't make the markings out as they looked like Old Norse. Then the letters changed into English, displaying the inscription.

'Whosoever holds this hammer, if he be worthy, shale possess the power of THOR'

Ben couldn't believe it. He was actually holding the godly weapon in his hand. Something no other person has ever done. Granted Ben never tried too before. Everyone just told him only Thor could lift it and he just accepted it. Sure, he was curious and wanted to give it a try. But after a while the thought just slipped his mind.

Now he just stares slack jawed at the magical hammer. The inscription he read on it certainly did not lie. The rush of energy he felt while holding Mjolnir made Ben feel like he could punch a mountain range to pebbles with his bare fist. He could also feel a warm sensation coursing through his right arm. Without thinking Ben raised his arm to examine it, only to realise that he couldn't feel any pain from it at all. In fact, the arm felt completely healed, with the sling that previously held it, undone and hanging loosely off him before falling to the ground.

All this shock almost made Ben forget about the battle going on around him. It took a near miss from a repulsor beam near his feet to snap Ben out of it. His instincts took over as he dropped the hammer and activated the Ultimatrix. Cycling through the playlist, he found the form he needed and slammed the dial down. A flash of green light erupted from the Teen Hero, momentarily drawing the attention of everyone in the room, heroes and remote-controlled Armor's alike.

"FEEDBACK!" Cried the Alien Hero, as he struck a heroic pose.

"Oh yeah. I'm back in action."

Without even turning his back Feedback raises his tail and absorbs a repulsor ray fired from the Mark 7 armor. The Shapeshifting Hero turned his head to glance back at the armor and smirked. Feedback leaped into the air, performing a perfect backflip while charging his right fist with electrical energy. As he landed, the electrical alien spun around and delivered a powerful haymaker to the Armor's helmet, sending it flying across the room.

With a prideful smirk, Feedback looked down at Jane Foster, who looked at the Teen Hero in awe. The alien hero held out his right hand to help her up.

"You, ok?" He asked.

"Y-Yeah. I think so." She responded a little shaken. "Did… Did you just…?" She tried to ask while glancing over to Thor's hammer, that lay on the ground where Ben had dropped it.

Feedback followed her gaze as he realised what she was getting at. Of course, she would be surprised by seeing someone else pick up that hammer. Anyone would. But this was hardly the time to discuss it as another explosion grabbed their attention. The Alien Shapeshifter looked down at the human paramedic.

"Let's shelve this conversation for another time. Right now, I need to get you out of here." He said confidently as he scooped Jane up in his arms and quickly dashed out if the room. Leaping over Iron Man suits and Avengers, dodging attacks of all kinds, before finally exiting the battle zone and dropping Jane off near the exit.

Turning around, Feedback started feeling dizzy as he dropped to one knee as his breath became short. His felt a slight tingle in his right arm that started to grow into pain. Roughly 60 seconds after dropping that hammer and the Alien Teen already felt the rush, he had from holding Mjolnir wearing off. Like the magic he had gained from it that strengthened and healed his body was flowing out of him like a sponge being squeezed to draw the water out.

Not wanting to let this one last gift that Thor had given him go to waste. Feedback tapped the dial and transformed into…

"SWAMPFIRE!"

The alien breathed a sigh of relief as his arm started going from its sickly dull appearance, to return to its fully lush and green form. The magic of the hammer healing his arm really helped his healing factor finish the process and finish the job. Least he didn't have to wait a couple of hours for it to heal. Unlike the last time his arm got broken. Swampfire's power helped him heal faster, but a broken arm for a human, translates into something very different for Swampfire's species. Had his arm been damaged while he was Swampfire, then the wound would've healed instantly.

The sound of fighting caught his attention as he remembered his team was still under attack. He rushed back into the fray, re-entering the room just in time to see Wasp about to be grabbed by Mark 3 armor. Holding out his hands, Swampfire blasted a stream of fire from his palms that struck the suit in the faceplate, stunning it. Unfortunately, while his methane fire would be hot enough to melt the Nitinol alloy, it would take a large and continuous stream of fire to do so and its unlikely the suit would've stood still and politely let him melt it. So, he settled for his Plan Ben.

Producing seeds from his palms he tossed them at the feet of the suit, which instantly sprouted into thick vines that ensnared the suit. Tightly binding it in place as he moved over to Wasp.

The size changing heroine looked to him and smiled. Fluttering over to him and hovered in front of his face.

"Ben, are you ok? You're not hurt, are you? I lost track of you in all the fighting and then I saw a flash and what I thought was lighting. Did you turn into Feedback? Cause I thought I saw you leave with Jane?" She questioned in rapid succession.

Swampfire smirked, of course she would go into Big Sister mode in a crisis.

"I'm fine, Jan." Swampfire assured.

Wasp, however, was not convinced as she quickly flew down to inspect his right arm. To her surprise she saw it fully healed.

"Ben. Your arm? What...?"

Swampfire held out his hand and Wasp landed on it as he held her up to his eye level.

"I promise I'll tell you everything once this is over." He said tilting his head towards the fight currently going on as an explosion threw Black Panther across the room.

"Oh…. Right…" She said slightly awkward.

In that moment the Mark 3 armor ripped through Swampfire's vines and aimed its repulsors at them. Swampfire and Wasp separated as she flew around the armor, blasting it with her stingers as Swampfire doused it with his flames. The armor focused its attention on the Alien hero as its sensors indicated he was the biggest threat and engaged him by tackling him at full force.

As the Mark 3 engaged Swampfire, Wasp took this moment to activate her communicator.

"Tony, it's Ultron. He's taken over your armor. All of them!"

"Yeah. Kinda figured that." Came Iron Man's response. "Hang tight I'll be right there."

In the Lab, Iron Man was finishing putting on the final pieces of his Mark I armor. It didn't take long to figure out Ultron would be back for them and so he suited up. Unfortunately, the rapidness of Ultron's return meant Tony didn't have enough time to fully modify the Mark I suit. After Ultron's first attack, the Genius Billionaire realized the advantage of having a low-tech suit of armor that could not be hacked by outside forces. While Ultron left JARVIS and his other systems in disarray, he couldn't update his soft wear to prevent further hackings of his other armors. But he could at least modify the Mark I to better serve him in combat.

However, he only managed to outfit a pair of metal gauntlets to the suit's forearms, improve a few of the equipped weapons and slightly improve the thrusters to allow the suit to fly. But he was unable to fit the armor with repulsor generators in the palms to stabilize his flight and provide more offensive capabilities. So, he'll have to make do with the equipment he has.

"I'm coming with you." Hank said as Tony was putting on his helmet.

The Armored Billionaire turned to see the determined look in Hank's eyes as he activated his own helmet, which deployed around his head. The intensity in them was something Tony had never seen from his fellow Scientist before. Then again, he'd never seen the size changing hero in a situation where he actually wanted to fight. It's unsettling to say the least.

"No, stay here. Destroy the rest of the Ultron pieces." Iron Man ordered.

While he could tell Hank was ready to fight, even he could tell letting him go into a fight like this was a mistake. One time too many Iron Man recalled situations where he charged into a fight in a blind rage and almost got him and a lot of people hurt because of it. It was only thanks to his armor he ever managed to walk away and learn from those mistakes and keep a cool head in a fight. Hank didn't have that kind of experience. Letting him go in his current state would be a big mistake. Plus, Hank was the only one who knew of every single piece of Ultron in his inventory. Meaning he is the only one capable of erasing that machines existence permanently. He needed to make sure that when they beat Ultron this time, there's no possible way he could ever return.

"We have to make sure…" Tony started to explain before Hank cut him off.

"Wait." The Size Changing Scientist held his hand to the side of his helmet as if listening to something. "The S.H.I.E.L.D. Helicarrier is under attack. It's Ultron."

An expression of surprise and confusion plastered itself onto Iron Mans face. If Ant Man was receiving a transmission about Ultron. That could only mean that the rogue A.I. somehow uploaded itself into a new body. Where it came from and how Ultron put it together so quickly was a mystery to him at the moment. But a more pressing question was on the Armored Avengers mind.

"Why would Ultron attack S.H.I.E.L.D.?" Iron Man asked, though dreading the answer as he deduced the most likely outcome.

"His programming." Hank replied in a morbid tone. "What he said before. The only way he can achieve his goals is through the extinction of humanity. S.H.I.E.L.D. has the ability to do that."

Iron Man felt the colour in his face drain. How could he have not seen this coming? S.H.I.E.L.D. has all the resources needed to completely wipe out humanity in an instant. Ultron's actions toward the Avengers was just a distraction while he carried out his main goal.

He quickly regained his focus. If S.H.I.E.L.D. was still reporting the attack, that would mean Ultron hasn't managed to achieve his objective yet. Meaning there was still a chance to stop him. But in his current suit, Iron Man was more than obsolete compared to the robot. He may as well go fight a Tank with a wooden stick. If they were to have any chance, they needed to Assemble.

Under his tree, Thor and Amora rested in their embrace. Thor looked down at the flawless features as she rests against his chest.

As he looked upon her, Thor couldn't help but feel that something was missing. Amora is a beautiful goddess, who's features are practically unrivaled. And yet, Thor did not feel anything as he looked upon her flawless features.

While he could not remember who, he somehow knew what it felt like to look upon someone and feel an overwhelming connection with someone. Where the thought of losing them or being apart from them, felt agonizing. But with Amora, he did not feel the same way. Yes, he was enjoying their embrace and there was no doubt in his mind that he cared for her. Yet, his heart longed for something else… Someone else.

His mind drifted again as he could feel the clouds that circled his mind. The mystery of what happened before this place was really bothering him.

Suddenly from the mists, Thor heard something. The faint cry of a woman's voice.

"Thor, wait!" The woman called to him.

"Have at thee, machine!" His own voice suddenly called out.

The sound of thunder and lightning echoed around him as cries of pain and rage called out from behind the mists that clouded his mind.

Amora said that she had saved him from a terrible fate. But what fate could that have been and were there others that were in trouble? Were they still in trouble? Thor could not ignore the cries of those in need. He needed to know.

Whether they be clouds of the sky's above or the clouds within his own mind. They will bend to the Prince of Thunder.

The winds picked up as Thor focused on those mental clouds. The more he focused the more the mists started to dissipate. Soon patches of light shone through and Thor could see faces of people. They were Mortals, dressed in strange clothes. But he remembered the kinship he shared with them. Especially one, who's short brown hair and sky blue eyes, shone the brightest of all, making his heart skip a beat upon seeing her.

"This... this is not right." Thor spoke aloud as more and more of his mind cleared up.

"My love?" Enchantress responded, lifting her head from his chest. A concerned look on her face.

"I... I was in battle. There was a flash of light." Thor continued, his mind flashing to more recent events.

Enchantress smirked as she raised her hand. Green magical energy surrounded the appendage as she reached for Thor's head. "Do not be troubled, Thor. Such memories will go…"

Suddenly, Thor grabbed Enchantresses arm with his massive fist, preventing her hand from advancing.

The Asgardian Sorceresses eyes widened with shock as Thor stood up. Still grasping her slender arm in his hand. She struggled to free her limb, but the Thunder Gods strength proved too much for her.

Thor glared at the Enchantress. The winds that started to pick up, turned into a full gale force as the sky darkened around them. "You will return me to Midgard now, witch. Or by Odin, you will know my fury."

"I am trying to save you, fool." Enchantress hissed at him as he eyes glowed with mistic power.

Thor responded by tightening his grip on her wrist. She grunted in pain as her magic ceased. He then dropped her, and she stumbled away, holding her wrist.

"I do not want your help or your affection." Thor stated as his eyes narrowed and his hands clenched. Dark clouds started to form overhead as the sound of thunder crashed. "But if you wish to fight me, I will oblige you."

Despite his threat, Enchantress glared at the Prince of Thunder and raised her fists as magic energy surrounded them. "I could hurt you. Torture you. I could force you to stay." She threatened.

Both Gods faced off, their power threatening to destroy the peaceful fields they were in. They stood locked in their standoff for a few moments before Enchantress scoffed and lowered her arms. Her magic dissipating as she held her glare at Thor.

"But if you love your precious Midgard so much, then you can go die with it."

Thor raised an eyebrow at her statement. But decided to push that aside. The battle is far from over.

Hulk roars as he slammed both his fists against the metal armor of the Hulkbuster armor. The metal crumpled under the Green Goliaths strength, but the thickness of the suit kept its integrity intact as it reached up and grabbed Hulk with one of its massive hands and proceeded to slam him into the floor with enough force to cause a small earthquake.

As Hulk lay there stunned, the Hulkbuster aimed its palm at him and fired a powerful beam of repulsor energy at him. The sheer intensity and force of the beam was enough to keep the Hulk pinned. However, this only served to anger the Gamma Brute. Gritting his teeth and clenching his fists. Hulk roared as he violently forced himself off the ground and tackled the giant armor, launching both it and himself into the air. Climbing higher and higher, until both crashed against the roof of the chamber. The impact cause debris to become dislodged and fall to the battle below, narrowly missing the heroes as they dodged out of the way.

The rage filled Hulk held onto his opponent with one hand, while continuously pounded it with his other hand over and over as they fell back to the ground. They both crashed in a heap of metal and green muscle with Hulk standing over the Hulkbuster armor. The suit failing to live up to its name as the armor's sensors caught one last glimpse of the Green Behemoth, before he slammed his fists into it at full force. The armor crumpled under Hulks sheer strength, with one last whimper of sparks and flickering lights, the armor shut down, reduced to a pile of scrap metal.

The other Avengers continued to fight the remaining suits, with Black Panther avoiding blasts from the Silver Centurion and Space Armor as they flew over him. Rolling out of the way of another blast, the Wakandan King draw several of his Vibranium daggers and tossed them at the two suits. Two of the blades managed to strike the Silver Centurion in the upper chest and left shoulder, while the Space Armor managed to avoid the projectiles.

Panther's eyes narrowed as the armors aimed their repulsors at him. But, before they could fire, a giant yellow and black ball slammed into both armors, knocking them both out of the sky and crashing to the ground underneath the giant sphere.

The yellow ball, unfolded as Cannonbolt stood up and glanced at Panther, giving him a reassuring smile. The Alien Teen had changed a while back in the fight as he realized the armors weapons and defenses gave them a clear advantage over Swampfire's fire and vines.

While it did occur to him that Lodestar would be useful against an army of metal opponents, but there were so many armors all with Tony's advanced sensors and where all moving fast that catching one would leave him vulnerable to be attacked from the others. Not to mention, with Ultron at the helm, he probably remembers Ben pulling that move and would be prepared for it. Until the Alien Avenger can have his rematch with the A.I. he'd prefer not to show his whole hand now. Especially since he's saving one trump card for the robot.

Plus, Cannonbolt has a perfectly balance of attack defense and speed. Especially in an enclosed area like this. Curling up into his sphere from, the Bulky Alien rolled himself across the ground at high speeds, the Mark 3 armor blasted the alien with its energy blasts. Which simply bounced off the alien's shell harmlessly. Suddenly Cannonbolt managed to hop in his sphere form and launch himself at the armor, striking it like a boulder fired from a catapult.

Not wanting to lose his momentum, as the small hairs between his armored plates were still detecting the other armors still active, Cannonbolt focused on his armor and his plates went from hard and rigid to soft and flexible. Upon impacting against the wall with the Mark 3 armor between him and the wall, the elasticity of plates in their flexible state, allowed him to bounce off the wall with ease.

Flying through the air once more, Cannonbolt locked onto his next target and thanks to his alien forms natural instincts, managed to harden and soften his shell so that his next bounce would send him at the right angle to hit his target. A quick ricochet and the armored alien slammed into the Space Armor armor with the force of a meteor, crushing it underneath his bulk.

With another armor down, Cannonbolt launched himself into the air once more, bouncing around the cylindrical room like a giant tennis ball, slamming into Iron Man armors, knocking them out of the sky or off balance, keeping them confused and allowing the Avengers to gain an advantage.

However, the Iron Legion were not just a simple batch of mindless drones. They are all extensions of Ultron as he controlled each one with the same learning programming as him. With their current strategy, now useless due to Cannonbolt's speed and durability, the Mark 7 armor moved to engage the closed Avenger.

Hawkeye only just managed to turn his head as the Mark 7 armor swung its arm, knocking his arrow out of his hand and proceeding to grab the Archer by the scruff of his collar and lift him up above its head.

"Guys? A little help here!" Hawkeye called out as the armor aimed its repulsor at his face.

Suddenly the wall to the room, exploded as Iron Man's Mark 1 armor flew through the hole like a missile and tackled the Mark 7 suit, causing it to drop Hawkeye as both armors were sent crashing into the opposing wall.

Iron Man proceeded to wrench his Mark 7 armor from the wall, lift it over his head and slam it headfirst into the floor. Burying it to the shoulders. He then ripped the armor from the ground and slammed it back into the wall, pinning it against the wall. An odd sensation came over the Armored Hero, using his first and oldest armor to battle his newest and most advanced armor to date seemed almost poetic in a way.

Pressing his right forearm against the throat of the Mark 7's neck, Iron Man glared into the red glowing eyes of his own creation.

"Get out of my suit." Iron Man demanded, glaring through the eye holes of his helmet.

The suit turned its face towards the Armored Billionaire. He could swear that Ultron was grinning and chuckling at him.

"Your armor, like all of humanity, is obsolete. Accept your end." Ultron replied. His cold voice causing Iron Man's blood to boil as he gritted his teeth.

"Yeah, I don't think so." He retorted.

Iron Man then aimed his forearm at the Mark 7's faceplate and activated the wrist mounted flamethrower. Now, a standard gasoline flamethrower, with a burning temperature of around 1,026°C would hardly put a scratch on an advanced Iron Man armor model like the Mark 7, who's gold-titanium alloy can withstand temperatures well beyond that. Fortunately, one of the few upgrades Tony could make to the Mark 1's weapons was the flamethrowers. Replacing the gasoline tanks with a fun little compound called carbon subnitride along with an additional mixture of ozone, produces a nice little flame that exceeds 5,700°C.

Needless to say, the intensity of the flames quickly turned the Mark 7 armor into a puddle of molten metal.

Tony smirked underneath his helmet. While it tore him up to destroy his armor, he couldn't help but feel pride in his ability to turn an old, out of date armor into something that could match and even destroy his latest model. Had he more time to finish the modifications, who knows what this armor could do.

His musings where interrupted as the sound of metal clanging and crashing. Turning around he saw the Mark 3 and Silver Centurion Armor's crash into the ground as Cannonbolt continued his wrecking ball ricochet riot.

With both armor's down, Cannonbolt stopped and unfolded as he brushed his hands together at a job well done.

"It calls that a strike." Cannonbolt quipped. Feeling like his usual self again.

Just then, Black Panther leaped behind him and kicked the air. This was met with a metallic clang as the air shimmered revealing the Stealth Armor as it sparked and fell to the ground. Somehow Panther had been able to see the armor, even with its camouflage function on.

"I think a spare is more accurate." The Wakandan King joked, in an unusually cheerful tone that even caught the Alien Teen off guard.

With the current threat of the Iron Legion taken care of, the Avengers gathered together, with Cannonbolt turning back into Ben.

"What's happening? I thought Ultron was destroyed." Wasp asked with a concerned tone.

"Yeah, so did I. The real Ultron is attacking the S.H.I.E.L.D. Helicarrier right now. We've got to stop him." Iron Man informed.

Ben's eye immediate widened hearing that. Ultron is attacking S.H.I.E.L.D. That would mean… Carol

His hands clenched with anger and fear. Ultron already took someone he cared about; he was not about to let him take another.

"Stop it from doing what?" Hawkeye asked as he recovered a few of his arrows. "What does he even want?"

"It wants to end all life on Earth." Iron Man answered in a grim.

"Like we're gonna let that happen." Ben said in a dangerous tone.

Hearing the anger in his voice, Wasp quickly put together what was going through his mind as she flew over to him and grew to her normal size and placed a comforting hand on his shoulder.

"Oh." Came Hawkeyes response. His usually snarky demeanor crumbling slightly at that revelation. Usually, the Archer could talk smack in any situation. But this was different. He's seen first-hand what Ultron is capable of. So, when Iron Man says that the robots goal is to destroy the world. He actually believes it can happen.

Taking a moment, Hawkeye closed his eyes and processed everything. The Iron Man suits are down now, but not completely destroyed. No telling what other surprises Ultron could have in store for them, all just to keep them distracted while he completes his goal. The longer they're here, the closer Ultron gets.

"You go. Take Hulk, Wasp and Ben. Panther and I will finish up here." Hawkeye said, unwavering.

This was certainly a surprise to everyone present. Hawkeye was always so confident, often bragging about his skills and boasting on being able to go toe to toe with every one of the Avengers heavy hitters. But here, while not saying so aloud, it seemed he was actually swallowing his pride and admitting that he would have no chance against Ultron, resigning to stay behind while the rest take him on.

It was possibly the noblest thing Ben had ever seen the Archer do. Iron Man seemed to share the same sentiment as he turned to world greatest marksman.

"Clint…"

"Go!" Hawkeye shouted as he notched a new arrow to his bow.

The rest of the team all nodded as they ran out of the room.

Before he left, Ben paused and looked back at Mjolnir. For a moment the Teen contemplated taking the hammer with him. A weapon of the gods would come in real handy against Ultron. But, he quickly realized that even with the huge power boost that hammer gave him, he did not have any experience fighting with a hammer. A sword or a Bo-staff was one thing, he got some training with those from Gwen and the Plumber Academy, but a hammer is a completely different kind of weapon. Not to mention he didn't have any experience wielding the power that came with it. If anything, trying to use that power, would be more of a hinderance than a help. And with the world at stake, it was more beneficial for him to use the skills he knows he can use.

No sooner had they left, the rubble shifted, and the remaining armors of the Iron Legion stood back up. The Stealth Armor, Silver Centurion and Mark 3 suits all glared at the Purple Archer and Wakandan King.

This seemed like reasonable odds for the pair of them, only for one more rumbling noise to sound from behind them. Turning around, they both witnessed the Hulkbuster armor, its upper body damaged and missing an arm, but somehow still functional.

Black Panther turned and glared at Hawkeye, his look pretty much berating the Archer for getting him into this mess.

"Yeah, I know. I'm dumb." Hawkeye said, reading his message loud and clear as he aimed his arrow and fired.

The bridge of the S.H.I.E.L.D. Helicarrier was mostly in ruins as smoke flames and debris are littered throughout the area.

The sound of metal on flesh cut through the destruction as Carol Danvers, alias Warbird, is knocked across the room. Her uniform ripped and scorched in various places as she grunted in pain from the hit.

She only just managed to steady herself before being hit by a beam of red energy from Ultron's mouth. While she is capable of absorbing energy pretty easily now, the force and power that this robot was putting out was enough to push her to her limits.

The fight had not gone well for the S.H.I.E.L.D. team. Ultron was like the Terminator on steroids, somehow no matter what they threw at the robot, it brushed it off like rain on a mountain. Mockingbird was the first to go down, despite her skills she could not make a scratch on the metal hide of Ultron's body and was taken down easily. Agent Venom and Mania managed to last a little longer, with their enhanced agility and strength, but even they were no match as Ultron quickly determined their symbiot's weakness to heat and electricity.

Spider Woman lasted much longer as, next to Carol, she had both powers and experience that allowed her to hold her own. Not to mention she and Carol have had a long time working together in the field, allowing them to move in perfect sync in a fight. Using their speed and firepower to outmaneuver Ultron and use hit and run tactics to keep him off balance.

Unfortunately, they underestimated the Rogue A.I. as it quickly figured out their strategy and quickly dispatched of her. Leaving only Warbird as the sole opponent left to fight the robot.

After taking the energy blast, Carol felt the energy revitalize her body. While her body felt in top shape again, her clothes were a different story. Once again, the specialized combat uniform was rendered useless in the field. Seems normal clothes just couldn't keep up with her or her opponents' level of power.

She charged up her photon blasts and fired a powerful beam from her palms. Ultron responded by erecting a red energy field around him that shielded him from the blast. Warbird gritted her teeth as she charged up her fists with yellow energy and flew right at the machine and slammed her fists against the barrier. Once again, the force field held up, even with her enhanced strength. Seems nothing she could do, could so much as dent this thing.

Fortunately, her aim was not to actually defeat this thing. Rather, she and the others were only meant to serve as a distraction while Coulson worked on evacuating Director Hill. The Machines plan seemed paramount in acquiring her, no doubt due to the classified information she had memorized as the new acting director. As such, her safety was the number one priority of any and all S.H.I.E.L.D. agents… No matter the cost.

"Your actions are futile." Ultron stated as he dropped the forcefield just as Warbird was in the middle of her right hook. The sudden lack of contact caused her momentum to knock her off balance, leaving her open for Ultron to deliver a powerful blow with his metallic fist to her face.

Had she been a normal human, that punch would have splattered her head like a water mellow. Thankfully her durability also received an added buff from the energy she absorbed, so she was only knocked back with a throbbing headache.

With the last of the super humans taken care of, Ultron turned back to Director Hill, who Agent Coulson was just about to sneak off the bridge. In one quick motion, Ultron fired a beam from his palm that struck the Agent in the chest. The force behind the beam was enough to send him flying back into the computer console, where he proceeded to slump to the floor like a crash test dummy.

Maria Hill quickly rushed to Coulson's side and checked his pulse. A sigh of relief rushed from her between her lips as she could feel his pulse. The armored vest he was wearing, took the full force of the beam. Still, she had a feeling he would need extensive treatment in order to get back into fighting shape.

That is, if they manage to last that long.

She slowly rose to her feet as the metallic echo of Ultron's footsteps approached her. She turned to glare at the machine as she held her ground in defiance. She could only imagine the form of inhuman methods this hunk of metal had in an attempt to get her to reveal the information. She was prepared to die to keep those secrets in order to protect the world. She was given that responsibility when she accepted the position of Director. The safety of billions of lives rested on her shoulders, all counting on her to keep them safe. So, if this monster wanted the secrets she knew. It'll have to pry it from her cold dead hands. But Maria Hill will be darned if she was going out without a fight.

With every ounce of her courage and strength left, she threw her fists at the Ultron. As expected, the machine easily caught her hands and started squeezing them. Director Hill gritted her teeth from the pain as she felt her bones cracking from the strain. The Robot, then forced her to her knees as she continued to struggle against him, even though it was futile.

"Never. I'll never tell you." She spat at Ultron, fighting the pain long enough to stair up at him with her determined eyes.

Ultron's cold red eyes staired back as her words had as much sway to him as the efforts of all the agents that fell before him.

"As I said, your compliance is unnecessary. Scanning and replicating the human mind was the first thing I ever learned." Ultron explained as a panel on his chest opened up.

Three silver tubes extended out of his torso and snaked their way towards Maria Hills head. Each of the tubes produced three red glowing wires from their ends which proceeded to conned to either side of the acting S.H.I.E.L.D Directors head and the center of her forehead.

Maria screamed as she felt energy surge through her brain as she could only deduce that Ultron was downloading the information directly from her.

A single tear rolled down her cheek as it finally dawned on her, the magnitude of her failure.

'I'm sorry, Nick.' Was the only thought that echoed in her mind as she prepared for face her end.

Suddenly a green beam of energy sliced through all three wires, severing their connection to Maria. Ultron quickly retracted them back into his chest and closed the hatch. A red blur shot past Ultron's field of vision and snatched the S.H.I.E.L.D Director out of his reach. The robot turned to observe the red blur zipping around the room, grabbing each person and disappearing down the hallway until the entire room was cleared.

Detecting a power surge charging up behind him, Ultron raised his S.H.I.E.L.D as a pair of yellow energy bolt struck against it. The Robot turned around to see Wasp hovering right behind him.

Ultron raised his right hand and charged an energy blast. Glass shattered from above the machine as the giant green form of the Hulk landed right between the size changing heroine as Ultron fired. The beam harmlessly impacting off the green goliaths skin, leafing a smoking scorch mark where it landed.

Iron Man hung from the Hulks back his eyes closed as this armor was not designed for sustained, high altitude flights. The thrusters were only capable of producing enough thrust for quick jumps and the helmet had no shielding from high winds. Not to mention how the suit was in no way aerodynamic and felt like it was going to fall apart from the speed of Hulks jumps. All the flaws Tony was already picking up from this old suit and he hasn't even faced Ultron yet.

Given how Hulk is on solid ground now and there was no wind howling through his helmet, Iron Man could only deduce they had arrived on the Helicarrier as he opened his eyes to confirm his reasoning.

Releasing his grip, Iron Man dropped to the ground with a loud clang as he steadied himself in the old suit.

With the extra weight off his back. Hulk clenched his fist as he growled at the Machine.

"Gonna enjoy this, robot. This is for Thor!" He roared, sending his giant green haymaker toward Ultron. The punch caused the whole aircraft to shake as the Hulks fist collided with Ultron's force field with enough force to send it and Ultron flying to the end of the room.

However, Ultron caught himself in midair and managed to pivot himself so he landed on in a crouched position against the wall. The Mechanical Menace raised his head as his eyes glowed at the assembled heroes.

Carol groaned as she regained consciousness. It was strange, she recalled fighting an Ultron robot, same as the ones that she fought alongside during Kang's invasion. But this one was way stronger than the standard models as it completely wiped the floor with S.H.I.E.L.D's team of super agents.

It was in that moment, she realized that she was being carried by someone. Opening her eyes, she looked up to see an odd creature with red skin and yellow patterns around its mouth, extending up to two horns on its head. But what really caught her attention were its green eyes. Eyes she recognized all too well.

"Ben?" She whispered, surprised by his presence.

Jetray smiled down at her as he held Carol in his arms bridal style

"Are you ok?" He asked, concerned.

A flood of thoughts entered her mind in that one moment. First was her joy and relief seeing him. After everything they have been through and everything, she's seen him do, him being here during this dire situation, renewed her hope that they'll pull through this.

But on the other hand, she was aware of her duties as an Agent of S.H.I.E.L.D. Director Hill clearly stated that any member of the Avengers should be arrested on sight for their actions against them during the Hydra/AIM conflict. As an Agent, she had a responsibility to follow orders and she was not one to disobey a direct order from her superior.

Luckily for her, Maria Hill is the same in that regard as before his disappearance, Director Fury made it clear that, as long as they were still romantically linked, Carol was not to use her relationship with Ben as a means to manipulate him or the other Avengers. As such, Carol personally requested missions that would allow her to avoid Ben so she wouldn't be able to follow the 'arrest on sight' order.

But now, he was here, holding her in his arms. A feeling she did not realize how much she missed until now. She didn't know whether to hug him or arrest him, feelings and duty clawed at her from both sides. All these thoughts crossed her mind in practically one second before a groan drew their attention.

Maria Hill got to her feet, holding her head in pain as she stumbled, placing her hand against the wall to steady herself.

The couple looked at each other again and realized the compromising position they were in. The worried look in Carols eyes was all the Alien Hero needed to piece together what she was thinking as he smirked at her and gave her a wink before placing her feet on the ground and letting her go.

The Blonde Agent gave Jetray a grateful smile as she took a few steps away from him just as Director Hill regained her composure.

When her eyes landed on the Alien Avenger, her expression hardened.

"Director Hill. I know I'm probably the last person you want to see but..." Jetray stated, completely shrugging off her glare.

"Save it." Maria cut him off, as she composed herself and proceeded to draw her blaster.

"Right now, I don't give a darn about your vigilante actions. Ultron just got exactly what he needs to end the world and we're the only ones left who can stop him. So will you help?"

Both Teens blinked in surprise. Neither of them expected the hot-headed Maria Hill to actually get her priorities straight during a crisis like this. The world really must be on the brink of destruction.

"Agent Warbird. See if you can get the others on their feet and meet me back on the bridge. I've got to inform the rest of Tennyson's Team, what just happened." The Acting Director ordered, before cocking her pistol.

Immediately Carol snapped to attention and saluted her superior. "Yes Ma'am!"

Director Hill nodded, then ran back down the hall towards the bridge. Leaving the couple to watch her go in sheer bewilderment.

Carol snapped back first as she turned towards Jetray, slightly nervous.

"So. Ben…" She started to say.

"We better see if any of the others are in fighting shape." The Alien Teen said as he stood up and went to check the others.

Carol was a little taken aback by his serious tone and mannerisms. Normally Ben would've made a comment about her new codename or made some joke about not seeing her for so long. But instead, he seemed so focused and driven, that he almost didn't seem like himself.

"Ben. If this is about how things have been with S.H.I.E.L.D…" Carol started to say, only for Jetray to cut her off.

"It's ok, Carol. I get it. Sorry, but we don't have time to work on our relationship. As long as Ultron is still online. The world is still in danger. And I'm not about to let that hunk of junk take any more lives." He said with anger in his voice.

The look in his eyes and the tone in his voice. Carol had only ever seen Ben this way when talking about his family. Had something like that happen again? Did Ultron…

Her train of thought was interrupted when Jetray awoke Spider Woman, who groaned as she looked up at the Alien Hero.

"Oh Ben, you could have at least let me wake up to your handsome face." She said in a flirtatious tone as she reached up to stroke his cheek.

But the Alien intercepted it with his own hand and pulled it down as he stood up. Causing her smile to fade and gave him a disappointed pout.

"Not the time, Jess." He then turned to Carol. "Can you two get the others back on their feet?"

Carol nodded. "Yeah. We've got this. Go."

Jetray nodded as he spread his wings and prepared to fly.

"And Ben."

Jetray turned his head towards Carol as she held her clenched fist in front of her body and gave him a confident look.

"Tear that tin can apart."

A warm feeling spread through the Aliens body as he smiled at her faith in him and nodded. He then disappeared in a blur of red, causing a gust of wind to blow past her, causing her golden hair to blow.

As she looked down the hallway, Spider Woman approached her side, with her own concerned look. "Benji, didn't seem like his normal self. Either things are really that bad or there's something else going on here?"

"I don't know." Carol replied, not looking away from where Ben went.

"Well, there is one good thing to take away from this." Spider Woman stated, actually drawing Carol's attention to her with a raised eyebrow.

"We now know that your boyfriend can really step up in a crisis and be serious." She said playfully as she walked over to their unconscious teammates.

The Alien Hybrid couldn't help but crack a smile at her statement. She can always count on Jess, to keep things light. Still, she couldn't shake the feeling, things were only going to get darker from here.

Meanwhile, back in the bridge, Hulk approached Ultron as the robot floated back to the floor. The Green Goliaths fists clenched his fists so hard; diamonds could form. His eyes burned with pure rage, but he'd be lying if he wasn't also slightly happy at this turn of events.

He hated Ultron, for killing Thor and hurting his friends. But he was also frustrated that he didn't get a chance to smash it to pieces the first time around. Ben, beat him to it and while he was glad the robot got what it deserved. He really wanted to be the one to pulverize this thing. So, when he heard that Ultron was back, he almost grinned as he would finally get the chance to smash this thing once and for all.

"I cannot be defeated, monster. But I do not expect you to understand that." Ultron stated as he stood before the Hulk.

The Gamma Brute almost laughed at the irony of the Robots words. It had Gaul to call him a monster after what it did? Now Hulk was really gonna lay into this thing.

"Ben smashed you before. Now it's my turn!" Hulk roared as he punched his fist into his palm.

"No, I think not." Ultron replied as he stood motionless, while Hulk loomed over him.

The Gamma Giant raised his fist and sent it roaring towards Ultron. The Machine responded by raising his shield again. Unlike the last time, Ultron magnetized his feet to the floor under him and braced himself as the green fist made contact with his shield. The impact rattled the entire Helicarrier, but Ultron held his ground.

Hulk snarled through his teeth as he sent another blow to the shield. Again, the impact sent tremors all throughout the airship.

Even without his Heads-Up Display monitoring and feeding him information, Iron Man could still make the mental calculations in his head. But he didn't even need to do that to tell that the S.H.I.E.L.D HQ would not be able to last long against this pounding.

Fortunately for him, it seemed Ultron quickly calculated that putting all his energy to block the sheer might of the Hulk was a futile effort as his power levels would be depleted, long before the vibrations caused by the Gamma Mutants attacks would destroy the Helicarrier. As such, Ultron dropped his shield and elected to dodge the Hulks next blow and counter with an attack of his own.

Given their similar size and abilities, Ultron summarized that the Hulk would logically share the same weak points as Rath. Meaning that a few well-placed strikes will disable the Green Giant, just as easily as the Tiger Alien.

Locking onto its target, Ultron launched forth and struck the Hulk in his right shoulder joint, with a precise and powerful jab. The Robot quickly recoiled in order to wait for its next opening. Only for Hulk to grab Ultron with its right hand and slam the robot into the ground, hard.

An Error had occurred in the A.I.s logic. Hulk, despite being struck with the same force and precision that dislocated Raths shoulder, managed to continue using his right arm without any discomfort or pain.

A quick re-evaluation of all available data in that fraction of a second was all Ultron needed to work out the error in his calculations. The most common piece of knowledge about the Hulk is that his power is tied to his rage. The angrier he becomes the more his strength rises. But not just his strength, his durability as well. To the point where not even a powerful precise strike from a super strong robot could injure him.

The one thing Ultron failed to take into account was just how angry the Hulk really is at this point. In the past, Hulk's anger started out relatively small when a fight begins and only grows the longer it goes on. Ultron took these patterns and adjusted his algorithm accordingly. Unfortunately, due to his logical thinking the Robot didn't take into account that in the past day, Hulk's friend was killed by him, with the rest injured and/or in the hospital and he was denied the opportunity to smash the being who did it.

He was beyond angry at this point.

A revelation Ultron put together a little too late as Hulk grabbed him by his leg and hoisted the Robot into the air and proceeded to punch Ultron with incredible force, sending the machine flying into the wall again. Only this time Ultron impacted with enough force to dent the wall, with the entire chest cavity of his body caved in from the blow, allowing with one of his arms broken and hanging off the joint by a few wires.

Hulk grinned at the state of the robot. This was easier than he thought. Hard to believe this machine gave the others such a hard time or was even capable of killing Thor. But that didn't really matter to him. All that mattered, was that he was finally getting his revenge.

"Not so tough now. Are ya." Hulk boasted as he approached the damaged robot.

Ultron glanced at his arm, then to the Gamma Giant.

"I am not so easily destroyed." The robot stated as it stood up to his full height.

Suddenly, the dent in Ultron's chest popped back out. The metal smoothing itself out and reforming as if it was never damaged in the first place. The Robots arm retracted back into its socket, with the torn metal appearing to meld itself back together as if Ultron just hit the rewind button on himself.

Hulk raised an eyebrow in confusion, while behind him Wasp held an equally confused expression while Iron Mans eyes widened so much, they practically popped out of his head.

The Gamma Giant narrowed his eyes and proceeded forward. "Fix yourself all you want. I'll just smash you again!"

"No. You will not." Ultron stated, raising his palm.

Hulk roared as he raised his fists above his head. Ultron's palm glows green and rippled of green energy seemed to be pulled into the robot's hand. Hulk grunted in discomfort as he started to feel weary. The Robot continued its lightshow as more waves of energy seem to flow right into its palm.

"Smash... you..." Hulk grunted as he tried to push forward to his target, but his arms and legs started to stake. It was a sensation Hulk was unfamiliar with, but the more he struggled, the more it dawned on him what this feeling is. Weakness.

The Hulk grew weaker and weaker until his body started to shrink, and the green faded from his skin. In a few short seconds, the Incredible Hulk turn back into Bruce Banner.

Wasp gasped, while Iron Man mentally slapped himself for not seeing it sooner. Ultron absorbed the gamma energy right out of Hulk. Usually, that kind of feat in the middle of a fight would not be possible. Especially with a ticked off Hulk, constantly generating gamma through his system. But Ultron allowed Hulk to damage it, make him think he was winning, make him happy. Then when his guard is down, zap him of his lowered gamma levels before he has a chance to charge himself back up again.

With the biggest threat in the room neutralized, Ultron raised his hand and charged up a blast to vaporize the Scientist.

Just then, Iron Man launched himself forward using his thrusters, his right fist raised as he tried to strike Ultron. But the Robot quickly raised his shield and blocked the Armored Heroes attack and followed up with a powerful blast from his palm. Iron Man yelled in pain as the energy tor pieces of his armor off and heated up the metal, causing it to burn against him on the inside. Luckily for the Billionaire, his under suit is designed to protect him from temperature extremes, so he wasn't at risk form any 3rd degree burns or higher. Still the heat from that blast was intense as it left scorch marks on the armor.

Iron Man groaned as he stumbled from the attack but managed to raise his head to glare at Ultron.

"Even if you take us down, there are more Avengers on their way." Iron Man said defiantly.

"You are lying." Replied Ultron.

While it would seem, the Robot was just calling his bluff, Iron Man knew that Ultron, most likely, is still connected to his remaining suits and is still engaging the remain Avengers. Even if Hawkeye and Black Panther could destroy them, there was no way they could reach the Helicarrier in time to help. They were on their own.

Ultron raised its palm and charged up another beam to blast Iron Man. But the moment he fired, a red blur swooped in and came between the Armored Avenger and a pair of green energy beams shot forth and intercepted Ultron's red beam in a clash of power.

The Metal Menace stopped as if stunned to see Jetray standing before him. His eyes glowing with power, having used his neuroshock beams to counter his beam.

"As long as I'm still breathing. You won't kill anyone, ever again." The Alien Teen snarled at the Machine.

"If Thor could not stop me. How could you?" Ultron replied, his cold eyes locking with Bens.

For a brief moment, the Alien Teen felt the twinge of pain. His trauma pounding on the door of his mind. But this time, he would not answer.

Jetray tapped the dial and transformed in a flash of green light.

"Ampfibian!"

The jelly fish alien raised his four tentacle arms as the sparked with blue electricity, while staring daggers at the A.I. Villain.

"That's not gonna work on me this time." He said with determination.

With that he fired four beams of electricity from his arms, which Ultron blocked with his shield. Ampfibian then flew towards Ultron, turning intangible as he did and phased through the energy field. He turned tangible again, while reaching out his tentacles, in an attempt to grab and shock Ultron.

But the machine intercepted him and grabbed his two right arms and swung the jellyfish alien into the ground. Ampfibian tried shocking Ultron with the arms the robot grabbed, only for Ultron to absorb the electricity through his palm like a sponge.

Ultron aimed his free hand at Ampfibian, preparing to blast him in the face. When a series of yellow energy bolts, started hitting Ultron's metal body, distracting him. Ultron turned to see Wasp flying at him, firing her stingers at a rapid pace.

While her stingers did next to nothing against Ultron's metal shell. It did provide enough of a distraction for Ampfibian to slip out of Ultron's grip and proceed to get behind the robot and wrap him up with his tentacles. The jellyfish alien unleashed a cascade of volts through the Rogue Robot. Blue electricity danced across its metal body as Ampfibian continued to pour more and more energy into it. Hoping that the increased charge would overload and fry its CPU.

Suddenly Ultron's head rotated like an owl to face him and blasted him in the face with a beam from his mouth. The force of the blast knocked Ampfibian off and he fell to the ground, his face smoking from the beams impact. The pain from the blast, stunned the alien and his vision became blur due to the brightness of the beam.

Suddenly, Ampfibian felt a strange sensation. He could suddenly make out a series of images in his mind, making out blue glowing lines that seemed to be flowing along the ground and in certain areas around him. He then noticed some other strange lines, each one making a humanoid shape. About two of them were yellow, with one smaller than the other and the bigger one glowing blue in the middle of its chest. The third one was lying on the ground, but glowing green and the four one, that was closest to him, glowed red.

The red one pointed its arm at him, and the tip of the extremity started glowing brighter.

"Ben, get out of the way!" He heard Wasp scream.

Immediacy Ampfibian dodged and saw a line of red, flow out of the red beings form, striking an area of blue lines, causing some of them to go dime or leaking blue.

Ampfibian shook his head as his eyes started to clear up, that's when the red being started to fade and morph into Ultron. That's when the Alien Teen put it together. He was seeing the energy flowing in everything. From the wires in the Helicarrier, to the energy flowing in Ultron and his teammates.

Times like this, remind Ben that his aliens have more than just the standard senses that he's used to as a human. Perhaps it's time he uses those morning sessions in the training room for more than just breaking stuff as Rath.

But, this was no time to be pondering future endeavors as Ultron raised his hands and fired several energy blasts at the alien. Ampfibian quickly dodged the attacks, gracefully flowing around each energy beam due to the flexibility of his body.

Despite his fixation on the Alien Teen, Ultron was still aware of his surroundings as the machine activated its energy barrier to block several blasts from Wasp and a torrent of fire from Iron Mans flamethrowers. Ampfibian took this opportunity to float behind the machine and tape the Ultimatrix dial.

"LODESTAR!" The Alien Avenger yelled.

Ultron turned to face the Magnetic Alien; his force field still erect as Lodestar pointed his pincers at him.

Magnetic waves, ripped from his claws and washed over the Metal Being.

"I have upgraded this chase from our last encounter, Benjamin." Ultron stated as he casually walked towards Lodestar. "Your magnetic manipulation, will not affect me this time."

Lodestar narrowed his eyes. He figured the same move wouldn't work twice, but he just had to be sure. Ultron's body is still made of metal, but he could feel Ultron projecting a field around its body that is matching the same polar charge as his own magnetic field, effectively repelling each other, preventing him from magnetizing the robot.

"I had a hunch. Just had to be sure." Lodestar replied as he used his powers to rip metal plates from the floor and use them as a shield to block Ultron's energy blast.

He was about to try and formulate his next plan of attack, when a flash of light shot past him, like a bullet and slammed into Ultron, sending him flying across the room, past the other Avengers and landing at the far end of the bridge, just under the monitors.

Lodestar looked to see Carol standing before him, her body glowing with yellow energy. She turned back and gave him a warm smile and nod. Lodestar nodded back, despite not being able to smile in his current form, his eyes carried his intentions clearly to her.

The sound of footsteps echoed behind him and Lodestar turned to see Maria Hill, Spider Woman, Agent Coulson and Agent Venom running back into the room.

"Thought you could use some help." Spider Woman said in an upbeat tone.

"Thanks." Lodestar replied as the S.H.I.E.L.D Agents and Avengers all gathered together.

Coulson looked over the battle worn Heroes. Seeing them in this state, especially the Hulk reduced to his Banner form, really cemented just how serious situation is. The fact that Thor and the other's members of the team were also not present, did not bode well either.

"Well, you certainly look like you've seen better days." Coulson said sarcastically, trying to lighten the mood a little to lift the groups spirits a little.

"We'll look a lot worse if we don't stop Ultron here and now." Iron Man replied, not taking his eyes of Ultron.

This was slightly concerning to the Agent. Tony Stark is known for his humor in the face of danger. The fact he couldn't throw back his usual banter with the Agent is a clear indication on how screwed they are.

Ultron stood up and faced the gathered unorthodox group of assembled Avengers and Agents.

"Despite the animosity between you. You are willing to unite against me?" Ultron questioned, almost surprised at this behaviour.

"Thought you were supposed to be logical, Ultron?" Lodestar said condescendingly as he stepped forward. "When faced with a common enemy, humanity will always stand together."

The Avengers present couldn't help but smile at the young Heroes words. Throwing together a heroic speech that would make Cap proud. Carol and Spider Woman also smiled at his little speech. In their line of work, they don't really see a lot of moments to support that claim. But every once and a while, they come across those little moments that just makes the job that much worth it.

Ultron's eyes flashed as if enraged by this act of humanity. "It is inconsequential. I have what I need."

Maria's expression hardened, but the shaking in her hands was a clear indication of her fear. A feeling everyone else shared, even if they didn't know why.

"What does he mean?" Wasp asked, with a worried tone.

"The codes." Maria Hill answered as the monitor screens behind Ultron turned on, displaying a green image of the world map. "He's got S.H.I.E.L.D.'s missile codes."

Everyone froze in utter shock at those words. It didn't take anyone long to put together that there was only one kind of missile that could bring about the mass extinction that Ultron intends.

"Director Maria Hill, security codes accepted. Nuclear missile launch in progress." The computers voice announced, as the screen started blinking across America. Blue dots with the words 'Initiate Launch' appeared across the country…

Then across the rest of the world.

"He's firing a nuclear missile?" Wasp gasped in shock.

Maria Hill shook her head. "No, not a missile. All of them."

The colour drained from Janet's face, along with every other person in that room, with the exception of Lodestar. He could only look at the screen in horror as every blue dot turned red and a red arrow emerged from each, indicating a launch of a nuclear warhead.

Even at his top speed as Jetray, he would only be able to take out a small number of those missiles safely. But there were hundreds of missiles launching and if he got careless on just one of those warheads, millions of people could die from the radiation poisoning. The only chance they have left, is to take Ultron down and disable the missiles before they impact.

Ultron turned to face the monitors as if to look at them. But really, he didn't need to watch the screen as the A.I is connected to every nuclear device in the world, arming and launching them as the confused and panicking personal try in a vain attempt to stop them. But even the best hackers in the world, cannot keep up with his coding.

"Humanity has failed as a species." Ultron said, projecting his voice across every speaker and audio device he could connect to. "You have accomplished much with your limited capacity, but ultimately you were too greedy and too frail to ever last in the environment you have created. Soon the Earth will no longer be inhabitable for any biological organism. Man, woman, child, plant, animal, fungus, or bacterium. All life will cease to exist. This is not a threat. There is nothing you can do to stop it. The process has already begun."

As he spoke, all the assembled Heroes and Agents opened fire on the Robot. Iron Man used his flamethrowers, Wasp used her stingers, Carol fired her photon blasts, Spider Woman unleashed her venom blast, Maria Hill, Coulson and Agent Venom all draw their respective blasted and fired. All the weapons impacted harmlessly against Ultron's shield as he continued his broadcast.

The only one that wasn't attacking was Lodestar. The Alien Teen saw that attacking the shield was pointless. Ultron could hold out until those bombs dropped, so just attacking it would be pointless. They needed to get Ultron to drop the shield and attack him directly. But the only time Ultron ever drops his shield is when…

Lodestar turned to the group.

"Guys, I've got a plan." He said, as Iron Man, Wasp, Carol and Spider Woman all stopped their attacks to listen to him. However, Maria Hill, Coulson and Venom all continued to fire like they didn't hear the Teen.

Not wishing to waste time, the magnetic alien addressed those that will listen.

"Attacking that shield isn't getting us anywhere." He told them.

"I agree." Replied Iron Man. "We don't have the firepower to take out that shield. This suit isn't outfitted with anything to take on that. And unless we can get the Hulk up and running?"

They all turned to the meek Scientist who has been standing behind the firing line, looking like he might keel over at any moment.

"Sorry." Bruce said in an exhausted tone. "But Ultron seems to have drained the gamma from my cells. And we don't have time to waste to recharge them."

"Don't you have an alien that could take down that shield?" Carol asked.

"I do, but they'll either take too long to disable it or be more of a danger to everyone else than Ultron is right now. By that time, it'll be full judgement day." The Alien informed them.

"So, what's the plan, Ben?" Wasp asked eagerly.

Lodestar looked back at Ultron as he continued to broadcast, with his back to them and his shield raised.

"He puts up that shield to block energy attacks. But whenever someone hits it, he drops it and fires back. I don't think he can keep the shield going and attack at the same time." He theorized.

"A good deduction." Bruce chimed in. "His power cells likely can't regulate the surge powering both the shield and weapons. His system would overheat if he attempted to."

"So, if we want him to drop it, we'll have to attack close range."

"Good plan. Except for the whole, getting blasted part." Spider Woman pointed out.

"I can take it." Carol said, confidently."

"You could. But Ultron is tougher than he looks, and he learns quickly. He's probably figured out energy attacks only make you stronger." Lodestar stated.

Carol gritted her teeth, knowing he was right. "So, what do you have in mind?"

"I need you, Spider Woman and Venom to attack him head on. He's gonna fight back, so get out of the way as fast as you can. That should give Tony and I a chance to get in close."

"Huh? Us? What are we doing?" Iron Man asked confused.

"Trust me on this. We just need to get close." The Alien Avenger assured the team.

The others looked to each other and nodded. They couldn't afford to have any doubts now. With the world only minutes away from destruction, faith is really the only thing they have left.

Lodestar then turned to Bruce. "You know a thing or two about bombs, right?" he asked.

It might've been a sensitive topic to the Gamma Scientist, but there was no time to be gentle now.

Bruce nodded in response as Lodestar pointed to the terminal.

"Once Ultron is taken down, we'll need you to disable those missiles. Think you can do it?" The Alien Teen asked.

Bruce looked at the console with a hesitant expression. "I might be able to. But computer hacking is not really my specialty."

"Leave that to me." Iron Man reassured. "Once Ben and I do our thing. I'll help get you into the computers."

"Sounds like a plan, team." Wasp said with renewed vigor.

"It's Hero Time!" Lodestar yelled as he and the others moved out.

Carol managed to grab Agent Venoms attention and conveyed a few hand signals which somehow translated Ben's plan to him as he withdrew his weapons and fired a black webline to swing into the action.

All while Ultron continued his speech to the world, not paying them any attention.

"I receive no pleasure in this. It is simply the only solution. There must be peace and order. The end of life on Earth will ensure that. Goodbye."

As Ultron finished his speech, Carol took this opportunity to fly forward and strike his shield with her fist. A shockwave erupted from the impact, but Ultron did not budge as he quickly dropped the shield and attacked Carol with a powerful right hook. The Super-Agent tried to block the attack, but without anything to brace herself against, she was easily knocked away from the attack.

A black tendril suddenly shot forth and wrapped around Ultron's arm and pulled it aside. The robot looked up to see Agent Venom, perched upside down on the ceiling, holding onto the black line and pulling as hard as he can.

Ultron raised his left arm to blast the Symbiote Warrior, when Spider Woman leaped at him from behind, grabbing onto his back and unleashed her venom blast. Sending volts of green-yellow electricity arcing over the Robots body.

However, that did little to impact Ultron as he yanked his right arm forward, pulling Agent Venom off his perch, flying towards them. The Symbiot Warrior collided with Ultron, causing the electricity flowing over its metal body to be conducted over to him. Shocking Agent Venom, causing his symbiote suit to go haywire, as one of the alien parasites weaknesses is electricity, parts of it started retracting, showing his human form underneath as he screamed in pain.

Seeing how her powers are hurting her teammate, Spider Woman stopped her attack. Only to have Ultron throw Agent Venom into her, knocking them both away from him to the ground bellow. But, before the A.I. could vaporize them, Carol flew back into the fight and punched Ultron in the face. Knocking him slightly back, but not enough to actually damage the machine.

As the battle raged on, Lodestar approached Iron Man.

"Ok, Kid. What's the plan? Fair warning, I don't have much left in this old suit." The Armored Hero explained, still unsure about the plan.

He's already checked his suit and the armors integrity has been severally weakened from just a few attacks from Ultron, not to mention the fuel tanks for his flamethrowers are almost empty and he only carried two mini missiles in the armor. Once again, he berated himself for not upgrading this suit sooner.

"We are gonna take out Ultron." Lodestar explained vaguely.

Through the eye slots of his helmet, Iron Man gave the Teen Alien a confused look.

"Kid, don't know if the magnetic waves are messing with your head. But this suit is not exactly effective against that. Unless you plan to launch me at him like a rail gun? I don't see how I can be effective here." Iron Man stated, as he and Lodestar looked at Ultron's battle with the SHIELD agents.

"Besides, Ultron is clearly hooked up to the internet. We break his body, he'll just upload to a new one." He proceeded to explain.

"I know." Lodestar replied as he faced the Armored Hero. "I have a plan for that. But I'll need your help to get close."

Iron Man glanced at the young hero with clear skepticism. But then shrugged as he placed his metal hand on his shoulder.

"Your crazy ideas have a tendency to work, Kid. So why not give it a go." He said with a smirk.

"Thanks, Tony." Lodestar said sincerely. Grateful that his team leader had so much faith in him.

"And if it fails, worlds gonna end anyway. So, no one can put the blame on me." Iron Man finished with his trademark snark.

Lodestar gave the Armored Billionaire a deadpanned expression. "Thanks."

"So, what's phase one of your master plan?" Iron Man asked.

If Lodestar could move his mouth, he would've smirked. "We give that suit an Upgrade."

With that, Lodestar tapped the Ultimatrix dial and in a flash of green light, he transformed into the techno-organic alien, crying its name aloud as he did.

Not wasting any time, Upgrade's body shifted into its liquid state and proceeded to envelop Iron Man's armor. Flowing into the armor, changing and enhancing the old suit. The Armor changed, with the armor plating becoming smooth and interlocked, with no exposed gears and the back mounted motor is also gone. The helmet is now fully enclosed, while keeping its original shape. Green lenses covered the eyes, given them a green glow along with the arc reactor. The gauntlets were also altered to actually include repulsors in the palms. The entire suit had Upgrades green patterns running along the body with the only exception being the blue glow of Iron Mans arc reactor. The Ultimatrix symbol is situated on the armors waste line like a belt buckle as the chest was already occupied.

Tony looked around inside his altered helmet as a green tinted HUD illuminated, in an almost identical setup to his standard armor. A green circle appeared in the center of the screen, representing Upgrade's face, that flashed when it spoke.

"What do you think?" Upgrade asked the Billionaire, as he inspected the suit. Looking at the various images and readouts the HUD was displaying for him.

Tony then gave the Alien a curious look. "I think, it's pretty coincidental that you managed to copy the exact setup of my suits systems down to the smallest details."

Had Upgrade been an emoji, he would've turned into the smiley face with the sweat bead on its forehead.

"Hehe, lucky guess?" He said nervously. The circle image flickered, upon saying that, as if receiving some interference.

Tony gave the Alien Teen an incredulous expression. Clearly not buying the Teens feeble attempt to hide something. But the sound of an explosion, caught their attention as they witnessed Ultron being bombarded by a series of explosives, thrown by Agent Venom.

"We'll talk about this later." Tony said as he got into a fighting stance. "So how does this work, with you and my armor?"

"Fight as you normally would in your suit. I'll make the weapons and anything else you need. But you have to get close to Ultron." Upgrade explained.

"How close are we talking here?"

"Close enough to see your reflection in that shiny metal face."

Tony grimaced at that detail. That close is a little too close for comfort. Especially since it means standing at point blank range to Ultron's weapons.

"Kid, you better not get me vaporized!" Tony exclaimed as he activated the upgraded thrusters on his suit. Green flames, burst from the souls of his boots as Iron Man rocketed off the ground.

The Armored Hero instantly felt the familiar rush of flying in a highly advanced suit again. For a brief moment, he felt calm, as if he could really embody the title of Invincible the tabloids kept giving him. It was that serenity that allowed Tony to charge right at Ultron.

The robot had grabbed Agent Venom by his tendrils and yanked him towards his metal grasp, while he held Spider Woman by her raven hair. Ultron proceeded to toss Agent Venom into Warbird, who attempted to rush him, knocking both down.

It then turned its attention to Spider Woman and opened its free hand as red energy gathered in it. But before Ultron could blast her, Wasp flew right in front of the robot's face and fired two stinger blasts point blank into the machines optics. Just like with the Iron Man suits before, her bio energy caused some feedback which temporarily blinded the Machine. As if on reflex, Ultron released Spider Woman and swung his hands in front of his face in an attempt to swat Wasp out of the air.

The Size Changing Heroine easily avoided the strikes with grace and agility. She then noticed the newly Upgraded Iron Man flying towards Ultron and quickly flew away from the Robot so she wouldn't be in the way.

With Ultron clear of any allies, Iron Man aimed his hands at the Rogue A.I. Green energy charged up in the palms and unleashed a powerful beam of green energy at Ultron. The beam collided with the machine, forcing him back and colliding with the catwalk of the bridge.

Iron Man ceased the attack and seemingly responding to his mental commands, Upgrade deployed a series of missile launchers from his shoulders and arms. They proceeded to unload a whole salvo of explosive ordinance.

Unfortunately, Ultron recovered from his initial assault and deployed his shield, causing the projectiles to impact harmlessly against it.

The Armored Avenger clenched his fist and rocketed towards the Mechanical Menace, his knuckles changing shape to resemble a type of brass knuckle, which sparked with green electricity.

The Armored Hero delivered a powerful haymaker to the Robots energy shield. Electricity surged over the red sphere along with a powerful shockwave that cracked several of the remaining windows of the Helicarrier's bridge.

With his opponent now in striking distance, Ultron dropped his shield and sent his metal fist towards Iron Man's head. Only for the Iron Avenger to catch the silver fist with his armored hand. Ultron's head twitched slightly, as if shocked by the action.

Both Upgrade and Tony smirked at the Robot's confusion, the former doing his equivalent of a smirk. Thanks to the Alien Teens improvements to his suit, the Armor is now capable of reacting to the speed of Ultron's advanced body.

Ultron attempted to attack Iron Man with his other fist, only for the upgraded Armor Wearer to catch that limb as well. The metal beings grappled with each other, each trying to overpower the other.

"This exercise is nothing more than futile. The missiles will impact and all life on Earth, will cease to exist." Ultron stated as he continued to grapple with the pair.

"Not today, Chrome Dome!" Upgrade announced.

Suddenly Upgrades liquid metal body flowed across Iron Mans armor and onto Ultron's hands, climbing up his arms and onto his body. The Mechanical Menace, didn't even have a chance to react before the Techno-organic Alien, enveloped him in his liquid metal body.

With his armors upgrades now gone, Tony moved away from Ultron and Upgrade. The Alien Teens plan now finally becoming clear to him. Upgrade would use his technology manipulation abilities to shut Ultron down for good and possibly disable all the nuclear missiles as well.

Ultron flailed around frantically, trying to grab and pull the Alien Hero off of his body, but the robot was literally grabbing liquid that flowed right through his metal fingers each time he tried to grip Upgrade.

It took a matter of seconds for Upgrade to fully envelop Ultron in his form. The Robots body didn't change or enhance in any way as Upgrade's objective was to control Ultron, not improve him.

After a few more seconds of thrashing and twitching, Ultron froze and stood motionless. His arms down by his side like a statue. To all who looked at him from outside, Ultron is now sporting a new black and green color scheme, with the Ultimatrix symbol on its chest, standing motionless in the middle of the Helicarrier's bridge.

But inside, was another story.

Upgrade, in his normal form, floated inside a large void. Around him were rows and columns of red boxes, each larger than him, all displaying images or videos of different kinds.

It didn't take Upgrade long to figure out that these were all of Ultron's files and memories. All stored in his code that make up who he is.

Suddenly the rows all shook as lines of code flowed around Upgrade, before accumulating into Ultron's face.

"Warning, foreign code detected. Commencing purge." Ultron's voice blasted through the void, causing Upgrade to shake from the force of the A.I.s presence.

The Ultron projections eyes glowed and a pair of beams fired from them. Upgrade raised his hand and a green energy shield surrounded him and blocked the beams. Once the attack had finished, the Alien Teen dropped the shield and lowered his hand.

"It's over, Ultron. I'm turning you off and there's no way I'm turning you back on again." Upgrade said as he pointed his hand at the projection.

Green energy fired from his fingertips, like energy whips made of computer code. The whips struck the Ultron projection, and the green energy flowed through the construct like an infection.

With a sound like a high-pitched screech, the giant red head turned green and dissipated into a cloud of pixels and scattered like dust in the wind.

Upgrade turned his attention to the rows of boxes on either side of him. He held his hands out to both sides and fired more beams of coding from his fingers. Each line striking a red box, turning them from red to green, before spreading to the next box and infecting it with his own code.

As his code spread, Upgrade did his species equivalent of smiling. The satisfaction he felt, as he was on the verge of finally ending Ultron once and for all. But the ease of this progress did cause some sadness in the Teen Heroes heart.

Upgrade is his best Alien for dealing with technology-based villains like Ultron. Any tech he merges with, bends to his will. If he had used Upgrade from the start, could he have stopped all this? Would Thor still be alive had he just used the Living Metal Alien?

It was in this moment, the Young Hero decided that he needed to make a more conscious effort in his choice of aliens in his future fights.

Suddenly, his train of thought is interrupted by a sudden shockwave that blasted though to digital void, sending Upgrade tumbling back.

Shaking head, the Alien Hero looked ahead to see more lines of red code appear from the void and come together to make a new form. Not just of Ultron's head, but the rest of his body as well. The red construct, stood in the void with its hands behind its back, staring Upgrade down, who got into a fighting stance. Both sides staring each other down.

"Your actions are flawed. My A.I. is too sophisticated to be brought down by a mere virus." Ultron stated, raising one hand in front of him and fired a red beam from his palm.

Once again, Upgrade raised his shield and blocked the attack. However, this beam was stronger than the last, managing to push him backwards in the void and causing his arm to feel tingly. But the Teen pushed those thoughts aside as he narrowed his eye at Ultron.

"I'm no virus, Ultron." Upgrade replied confidently, standing tall and raising his left arm, turning it into an advanced cannon. "I am…"

"A Techno-organic organism, from an Extraterrestrial race on a moon from your dimension." Ultron stated, interrupting the Alien Hero. "A race that is a near perfect unison of biology and technology. Capable of merging and enhancing technology, beyond the original capabilities. But are weak to electricity and magnetic fields."

Upgrade glared at the robot. His posture holding firm, and his confidence did not waver. Ultron was connected to the Avengers systems, accessing the files on each and every member of the team. Including all the information of Bens aliens, information that he had both shown and told to his teammates.

He thought that by sharing that information, it would make trust and coordination with the others better in the field. Sure, he did suspect that at some point, a villain would steal those files and read up on him. Wouldn't be the first time a villain would study his aliens and abilities to try and counter them.

Which is why Ben asked Tony to only put in surface level information on his alien's powers. The kind of brief description that you would find on a Wikipedia page. Informative, but doesn't go into the specific capabilities of each one of his aliens are capable of. So, while anyone with those files, will get a basic understanding on what his aliens can do. They will have no idea on how truly powerful he really is.

"I see you've done your homework." Upgrade scoffed as he aimed his arm cannon at the A.I. projection. "You may know how my aliens fight. But you have no clue what I can really do."

With that, Upgrade fired his cannon. A beam of green energy blasted forth, striking Ultron's projection in the right side of his chest. Blowing apart a large portion of his upper body, along with the right arm.

The Alien Teen couldn't help but feel a sense of satisfaction from that attack.

Suddenly, Ultron's projection reformed its body through red pixels of data, restoring the damage like nothing happened. Its red eyes glowed bright as their cold stare, sent shivers through Upgrades body.

"No, Benjamin." Ultron replied, his voice pulsating through the void with enough intensity for Upgrade to feel the pressure. "It is you, who does not comprehend what I am capable of."

Ultron's projection raised its arms. Suddenly, the whole void started to shake like some kind of digital earthquake. Upgrade's eye widened as all the boxes that he had infected with his code, turned from green back into red. As if all his work meant nothing.

The pressure Upgrade felt before, increased dramatically. The Ultron, he was fighting now had a completely different feel to him. Like he just pulled off a mask and revealed his true form.

Ultron proceeded to fire a pair of beams from his eyes. Upgrade raised his shield to block the attack. But, upon contact with the beams, the shield shattered like broken glass and the beams struck Upgrade in the chest. The Alien Teen screamed in pain as the red energy bore into him.

After a moment of excruciating pain, Ultron ceased his attack and Upgrade hunched over. While this alien form does not possess lungs, the sheer pain of the experience caused the Alien Teen to grab his knees and gasp for air.

His moment of relief was cut short when Ultron grabbed him by the neck and lifted him up. Pain once again filled his body as Upgrade tried to pry the hand away, but to no avail.

Ultron held Upgrade close to his face as he looked him dead in the eye.

"I am beyond, mere programming." Ultron explained, his monotone voice almost sounding malicious to Upgrade. "This form is capable of enhancing technology. I will put its power to proper use."

Upgrade screamed, as he felt more energy flow into his body as Ultron drove his other hand into his gut.

Outside on the Helicarrier bridge. The Avengers and S.H.I.E.L.D Agents all stood on the opposite end of the bridge, all with different levels of worry and anxiety. Upgrade had been bonded to Ultron for just few moments with neither a motion or a word from either of them. While it's given everyone a moment to breath and gather themselves. The tension had not eased.

"Somethings wrong." Wasp said, concerned. "Ben's been merged to Ultron for way to long."

"Give him a minute. He's probably just wrapping things up." Iron Man assured her.

"He's had plenty of minutes, Tony. You've seen Upgrade in action, he should've destroyed Ultron in seconds." Wasp countered, her tone growing more and more anxious.

Hearing that, only added to Carols own worry. She hadn't seen Ben use this form before. But she could tell from her own experience and the reaction of his teammates, that this wasn't normal for him. In fact, the lack of movement from him or his usual quips was very concerning for her.

"Think we should get him off of that thing?" Spider Woman asked.

"Might be difficult." Agent Venom commended. "He's like a symbiote for machines. It might be hard or even dangerous to try and remove him by force."

"We can't just stand here and do nothing. Those bombs are gonna hit in a few minutes." Coulson commented, before turning to Maria.

"Director Hill. What's your order?"

Before Maria could respond, Ultron's hand twitched. All eyes fell on the Mechanical Being. The hand slowly clenched as red electricity sparked across it.

Suddenly, Upgrade's form started to shift and warp across Ultron's body. A flare of hope, rose in the heroes as it seemed that Upgrade had finally finished off Ultron once and for all…

Only for Ultron's red eyes to illuminate from either side of Upgrade's eye on the robot's face. This was followed by Upgrade's voice screaming in pain as red electricity arced across his body.

Shock and horror etched themselves into the heroes faces as the green lines of Upgrades body, slowly turned to red. Starting from the chest around the Ultimatrix dial and slowly spreading across the rest of the body like an infection.

"GET HIM OFF THAT THING, NOW!" Wasp screamed in horror.

"How!?" Agent Coulson asked as he aimed his gun at the Ultron, unsure whether to shoot or not while Upgrade is still fused to him.

"Upgrades body is made of living metal. Crank up the volts!" Iron Man said, turning to Spider Woman.

The Spider Heroine turned to the Armored Avenger with an unsure expression. "B-But won't that hurt him?"

At that moment Carol turned to her with a pleading look in her eyes. "Jess, please." She begged her friend.

Spider Woman looked at her best friend and understood what she meant. Better if Ben just got hurt than be lost to Ultron forever. She mentally apologized to the Alien Teen for what she was about to do.

Spreading her web wings, Spider Woman flew forward, her hands crackling with yellow electricity as she grabbed Ultron by the shoulders and unleashed a massive wave of voltage.

Upgrades body spazzed and flailed from the attack as he screamed louder from electricity coursing through him. Spider Woman winched at the sound of the Alien Avengers pain. It pained her, causing this much agony to someone she considers a friend. But it was necessary to save his life. She only hoped he would forgive her, once this is over.

She could feel his body writhing in pain from her venom blasts. But she didn't let up. Not until Upgrade was free of Ultron. After a few seconds of agonizing pain for both parties, Spider Woman felt Upgrades body contort under her hands, bunching together in a semi-solid state. Her quick reflexes instantly closed her hands around the masses, and she pulled with all her strength. The Liquid metal of Upgrades form stretched and peeled off Ultron, like gum stuck to a shoe.

The red glow of Ultron's infection had almost reached Upgrade's eye. With one final scream, Spider Woman yanked as hard as she could. An audible snap sounded as Upgrade was ripped from Ultron's body and both Heroes tumbled across the metal floors of the Helicarrier.

Spider Woman groaned as she rose to a sitting position. She looked down at Upgrade, who was in a semi-solid state, his body trying to pull itself together as he lay exhausted on her lap. The red markings on him starting to dim as if his bio-mechanical body is managing to fight off the infection.

In a flash of red light, Upgrade turned back into Ben. Barely conscious and breathing heavily. The raven-haired teenager placed her hand on his forehead. His skin felt warm to the touch, like he had a fever. Whatever Ultron did to him, clearly took a toll on his body.

A red glow appeared above her and Spider Woman looked up to see Ultron bearing down on her and Ben, his right arm raised as energy charged up in his palm.

But just as he fired, a yellow streak rushed between them as Carol raised her hands and absorbed the energy blast, protecting Ben and Spider Woman.

Upon registering Carol's presence, Ultron ceased his energy attack. This allowed Carol to go on the offensive and attempt to punch Ultron with a strong right hook. The Robot swiftly dodged the attack. Seeing her advantage has lost momentum, Carol leaped into the air, to put some distance between her and the robot.

But Ultron reached out and grabbed the baggy fabric of her combat pants, pulling her back and allowing the robot to deliver a powerful right hook to her face, sending her flying and colliding with Agent Venom, as he tried to move to engage.

With Ultron's attention distracted, Iron Man angled his suit and fired his thrusters. The boost from the jets, blasted him forward and allowed to put some extra strength into his punch. Whether it was out of desperation or anger from Ultron seriously injuring three of his teammates, Iron Man abandoned all reasoning and hit the Mechanical Monster with everything he had left.

Unfortunately, Ultron was too fast as his shield activated in the blink of an eye and blocked the armored fist. In one fluid motion, Ultron deactivated the shield, just as quickly as he turned it on, grabbed the chest plate of the Mark I suit, digging his silver talons into the metal plating of Iron Mans chest.

Ultron proceeded to unleash a massive beam of energy from his mouth, enveloping the Armored billionaire in the red energy.

Iron Man screamed in pain as the energy heated the metal in his armor and since it wasn't equipped with the advanced life support systems of his more advanced suits, Tony had no protection against the extreme heat as it felt like he was being roasted alive. Had he not been wearing his under suit, he most likely would've suffered 3rd or even 4th degree burns all over his body.

"Tony!" Wasp screamed in horror.

Ultron eventually ceased firing his beam as Iron Man groaned in pain. His armor glowing red from the heat of the energy. Fortunately, the cool air from their current altitude swiftly cooled down the armor. But Tony wasn't out of trouble yet as Ultron tore out a chunk of the armor's right chest. With it, went the support connections that hooked the right arm in place, causing it to slide off his arm like water off a duck's back.

With 25% of his armor gone, Tony was now significantly more vulnerable than he was before.

Seeing Iron Man in trouble, Agent Coulson leapt into action, firing his rifle at Ultron to lay down some cover fire for the Armored Hero to get away.

The distraction seemed to work as Ultron turned his attention towards the S.H.I.E.L.D Agent and proceeded to return fire from his hands, forcing the Agent to take cover.

"We have to do something." Wasp said as she fired a series of stinger bolts from her hands.

"No kidding!" Hill grunted sarcastically as she drew a grenade from her belt and bite down of the pin before yanking it free and tossing the explosive directly at Ultron.

The Robot activated its shield in response and the explosive detonated on impact. Like everything before, the grenade had no effect on the shield as Ultron proceeded to drop it and fire a powerful beam from his mouth at the group.

Agent Venom swiftly jumped at the women and tackled them out of the way, causing the beam to impact on the ground. While Agent Coulson moved to tackle Bruce to safety. However, the shockwave proved to be almost as powerful as the beam as everyone was thrown with enough force to stun them as they all tumbled to the ground, barely conscious.

Only Spider Woman seemed to still be active as she shielded Ben with her body from the blast. Luckily for them, they were further away from the blasts impact site.

"No!" Iron Man yelled, as he saw the motionless bodies of his teammates and allies lying on the floor.

Hope practically drained from Tony's heart. The only being left standing against Ultron, was an ordinary man, with an above average IQ, in a busted, clunky, barely functioning armor. Ultron had taken out the strongest beings on Earth without so much as a scratch on his silver plating.

He was so shocked by the sight, he failed to notice Ultron walk up behind him, grab the top of his helmet and rip it off like a piece of fabric.

Tony hissed in pain as he spun around, only for Ultron to ram his metal fist into his armor's chest. With all the damage and pummeling the armor had taken. This final attack was the last straw as it gave up and fell to pieces off of Tony's body like shattered glass.

The once Invincible Iron Man, now broken and laid bare to a Monstrous Computer Program. He never thought it would end like this. He thought about all he has done in life, all he has yet to do. His regrets, the things he wanted to say to people. What he wanted to say to….

Doesn't matter now. Soon it will all be over as he stared into the glowing maw of Ultron. He never believed in an afterlife, or any higher power. Even in his final moments, he did not expect to see anything on the other side. He only wished, that before the lights of his world blew out, something would happen to take Ultron with him. That would be the one miracle he would ask for, on the smallest infinitesimal chance that he was wrong about that.

As he gazed into the red glow of Ultron's energy beam charging up. For a brief moment, the shimmering light morphed into long red hair, that fell back to reveal emerald, green eyes that shone in the sunlight.

The sound of metal clashing and glass shattering tore through Tony's ears as Ultron suddenly let go of him as he fell to ground with a thud. The smell of ozone filled his nose as he felt all the hairs on his body stand up on end like he just got a full charge of static electricity.

A thunderous boom sounded above him as the billionaire looked up to the source of the noise and his jaw dropped.

Ben groaned as he started to come too. His head pounded and his body felt like it was put through a pizza oven. But he could feel the cool air flow across his body that managed to counter the heat. It almost reminded Ben of that time he turned back to normal on that planet that was half hot and half cold. What was the name of that world again? Mac-Dillan or something like that?

He almost got lost in that memory until a loud boom brought him back to the present. He remembered what Ultron did to him. How he reached inside of his very mind and started corrupting it. It was as if hot lead was being poured into his veins as he could feel Ultron taking over him.

It was unlike anything Ben had ever felt before. That was the first time that Upgrade was the one about to be taken over, not the machine. Ben had tackled A.I before and felt their resistance but he was still able to take control. This time, he was completely helpless. There was nothing he could do. Ultron tore his defenses down and invaded his mind. He didn't know how he managed to escape. But it is clear to him now. The Ultimatrix can't save him this time.

They can't win. HE can't win.

Suddenly, a flash of light illuminated from beyond the Teen's closed eyelids. Followed by the crash of Thunder.

It was as if a switch had been flipped in his very soul as Ben felt a familiar rush course through him. He knew that thunder, he knew that lighting, he knew that very power as it had once coursed through him.

He forced his eyes open. The world was blurry for a moment, a single bright glow caused his eye to flinch from the intensity. But Ben forced his eyes to open and embrace the light as the image before him became clear.

Floating above him, red cape flowing in the wind, light glinting off the wings of his helmet, blue eye glowing with power and lighting crackling off his mighty hammer as it returned to his hand…

It was Thor, God of Thunder.

"No way." Ben gasped as he pushed himself to a sitting position.

He thought he should pinch himself to check if he was dreaming. But no. This was no dream, somehow, Thor came back. Ultron didn't kill him. The flames of hope reignited in the Teen Heroes heart as he pushed himself into a standing position. He stumbled slightly as Spider Woman helped him up.

"Woah there, tough guy." She said with renewed confidence as they both looked up to the Thunder god. "Looks like the cavalry is here."

"Ultron, we would have words with thee." Thor announced as he glared at the dust cloud he created after hurling Mjolnir at Ultron to save Tony's life.

"Error: Contradicting data." Ultron's voice announced as the dust cleared, revealing his damaged body. The sudden impact from Mjolnir left a large hammer shaped dent in Ultron's chest and all of Ultron's limbs had been dislocated from the force of the impact.

However, all of those damages instantly fixed themselves, thanks to Ultron's self-repair functions. The Rogue A.I. looked up at Thor, its eyes glowing as if enraged.

"The entity known as Thor was disintegrated. Solution: Resolve contradiction."

With that, Ultron fired his mouth beam at full power directly at the Prince of Thunder. Thor unleashed a battle cry as mystical lighting surrounded his hammer and he struck the beam. Splitting the energy like a stone in a rushing river.

Ultron flew into the air, still firing his beam as the Robot and Asgardian's power continued to clash, with Thor pushing the beam back with his lighting, creating a powerful beam struggle. Both combatants putting everything they have into overpowering the other.

As they fought, Black Panther and Hawkeye repelled down from the Quinjet, that was hovering above them. Ant Man, astride his flying ant, perched on Hawkeye's shoulder. The high winds of their current altitude whipped viciously against him and the pour creature.

The trio jumped down to the others as Thor and Ultron continued their fight and either, helped those still conscious on their feet or dragged anyone that was unconscious out of the room.

Agent Coulson and Venom were out cold, while Bruce and Carol were dizzy from their hits. Wasp and Maria Hill quickly got to their feet while Ben and Spider Woman were groggy to say the least.

The remaining heroes all turned their attention towards Ultron as he battled with Thor. Funny how a little Divine intervention can restore people's faith. Even Ben felt his hope restore after Thor's arrival.

Looking around at his friends and teammates, all standing together in the face of overwhelming odd. Even people who don't even have powers, who would most assuredly die if so, much as one hit landed on them, stood firm against this threat.

With Ultron being distracted Tony, Maria and Bruce all made their way to the computer console.

"Ok, we've literally only got enough time for one shot at this. Any chance you can access the systems, Hill?" Tony asked as he ripped off what was left of his armor. No use wearing dead weight.

Maria narrowed her eyes as she frantically typed away at the keyboard. An error sign flashed before her eyes and she punched the metal table with a grunt of frustration.

"I'm completely locked out. I can't do anything." She then looked up at the main computer screen. The countdown timer to the missiles impact showed less than six minutes remaining.

Her face dropped as her eye widened as the reality of the situation dawned on her. "This is it, isn't it?"

"Hey, hey, Hill!" Tony shouted, catching her attention. His eyes locked with hers. His confident demeanor back in full. "Ultron locked you out. Then we unlock you. That's what the Avengers do. We save the world."

"Besides." A voice sounded behind them, causing them both to turn around and see Ben walking towards them. His head facing up towards the battle above them. The Teen Hero raised his hand to his Ultimatrix.

"My watch only shows one time." He smirked as he activated the device and turned the dial to the Alien he wanted. He raised his hand above the device, his trademark smirk clearly shown on his face.

"IT'S HERO TIME!"

With that Ben slammed down the dial. Green light erupted from the Alien Avenger, turning him into the purple crystal alien, Chromastone.

The Alien Hero cried out his forms name and flew into the air to join the fight. He uppercut Ultron with his crystal fist, knocking the robot off balance.

Ultron responded with an energy blast. Only, for Chromastone to easily absorb it. This opening allowed Thor to swoop in and smashed his hammer into Ultron's body, forming another dent.

But the robot swiftly repaired itself once more and went back on the offensive. Punching Chromastone away, before turning to Thor and firing another energy beam. The Prince of Thunder blocked the attack with his magic hammer, but the force managed to push him back in the air.

Suddenly Ultron was struck from behind by a bolt of electrical energy. The Artificial being turned to see Spider Woman gliding behind him, her hands crackling with her venom energy.

Swiftly, the A.I. turned his attention to her and fired an energy blast from his palms. Only for Carol to swoop in and absorb the energy, causing her body to glow brightly.

Ultron was then struck from behind by Black Panther, who raked his Vibranium claws against Ultron's back, tearing through the metal. The Robot quickly knocked the Wakandan King off, before more damage could be done to his body.

The Mechanical Menace proceeded to aim his weapons at the Black Panther, only for an explosive arrow from Hawkeye to strike his arm, knocking it away.

Every time Ultron tried to counterattack, another hero would strike him and knock him off balance. From a crystal fist from Chromastone on his right shoulder, a zap from Spider Woman on his lower abdomen, an arrow from Hawkeye on his lower spine, claw slashes from Black Panther on his lower torso, an energy blast from Carol in his chest, a pair of stingers in his eyes from Wasp and finally a strike from Mjolnir on his left shoulder, sending Ultron spinning like a tornado across the air to the far end of the Bridge.

Ultron came to a stop right in front of the main computer screen. Hovering in midair, his body heavily damaged, with scratch marks, burns and dents of all kinds all over his body.

Not wasting any time, the Avengers and S.H.I.E.L.D Agents fired upon Ultron with everything they had. The combined attack resulted in a massive explosion, forming a dust cloud in the area.

For the first time, in a long while, it was quiet. Only the sound of the wind rushing through the open window could be heard as every person within that room, looked to one spot. The Heroes all stood in battle positions, not letting their guard down for a moment.

Their instincts were all proven right, as when the dust cleared, Ultron is still floating in the air, his energy shield holding strong, and his body completely repaired. As if nothing happened.

This was really starting to get old. First, they couldn't even scratch this thing and when they finally are damaging it, it just fixes itself.

Ultron then deployed a pair of triangular, multi-barrel cannons from his back and proceeded to fire a salvo of red projectiles at the heroes, while his shield was still active. Now Ultron had both offensive and defensive capabilities at the same time.

The heroes immediately scattered from the incoming blasts. Carol and Chromastone immediately moved into absorb the blasts to shield their teammates.

But, when the first bolt struck Chromastone. He immediately knew something was wrong. He could feel the energy being absorbed into his body, but something else also struck against his crystal body. His fears were confirmed, when he heard Carol scream in pain next to him.

He turned to see her, clutch her left arm, while also using her left hand to cover her abdomen while her right pant leg started turning red, around a hole made in it. By that point it was clear to the Alien Hero, these were not just energy blasts being fired by Ultron, but modified bullets, enclosed in an energy field.

Chromastone quickly dove and tackled Carol out of the air as they took cover behind some debris. There, Chromastone quickly checked the Blonde Agent for any more wounds, specifically ones near anything vital.

"Don't worry. I'm fine." Carol reassured him. Hissing in pain as she did, leading to her boyfriend's skepticism.

"You got shot. That's pretty far from fine." He responded on the verge of being frantic.

Carol chuckled as she shifted to a more comfortable sitting position. "They're just flesh wounds."

"How can you tell?" Chromastone asked.

"I'm a spy, Ben. Trust me, I know what a flesh wound feels like." Carol clarified calmly, doing her best to put his mind at ease.

"What can I do?" Chromastone asked, now really wishing he took a first aid course or at least asked Jane Foster to teach him some things.

He was caught a little off guard when Carol chuckled and looked at him with a sweet smile. "You are so cute when you're worried. Don't worry about me, I'll be fine. I can heal pretty quick now."

"But…" Chromastone started to say before Carol cut him off.

"You want to help me? Make sure there's a world left for you to be worried about me in."

Chromastone wanted to argue with her. But he knew she was right. He needed to stop Ultron. But he also knew that she is too stubborn to stand on the sidelines. Even if she's hurt, shed jump right back into the fight and possibly get even more hurt.

Just then, the Alien Avenger felt a hand on his shoulder. He looked up to see Spider Woman kneeling next to him with a comforting smile.

"Don't worry, Benji. I'll make sure she stays down for the rest of the fight." She assured him, as if reading his thoughts.

Chromastone looked to her, then to Carol, who rolled her eyes in annoyance from her best friend and boyfriend's antics. The Alien Teen glanced back to Spider Woman and nodded. He then stood back up and leapt back into the fray.

"Hey, you're not supposed to have guns." Wasp stated as she effortlessly weaved through the incoming bolts. "Hank didn't put those in you."

"This chassis was designed by Henry Pym and modified by Tony Stark." Ultron responded as he continued to fire at them.

That response earned Tony an immediate death glare from Maria Hill, causing him to nervously scratch the back of his head. All while mentally punching himself for completely forgetting about the prototype Ultron unit he had made at Stark Industries, back when he was still a weapons manufacturer.

With that revelation, all of Ultron's new upgrades suddenly make sense. The weapons system, shielding, strength, all of them personally designed by Tony as some of the most advanced weaponry his company produced. The intention to create a fully autonomous soldier, that would eliminate the risk of human soldiers in wars.

The reason that these models never went into production was because of the overwhelming cost it would require to build them. That's the reason he told his board of directors and the military. But in actuality, Tony scrapped the Ultron Soldier project, because he felt guilty going behind Hank's back to use his creation as a weapon. A choice that cost him their partnership and almost their friendship.

It was a mistake he regretted and now he wished that he had destroyed that suit when he had the chance. Or never created it in the first place.

"That's just perfect." Hawkeye groaned as he notched another arrow. "What did Hulk contribute, your bad attitude?"

The Archer took aim and fired the arrow. The high-tech projectile seemed to have an unusual head that struck against Ultron's shield. A wave of energy rippled across the energy sphere and Ultron's body seemed to seize up and the shield immediately flickered out.

"Error: Shielding offline." Ultron stated as he stabilized himself in the air.

Hearing that the very shield that has caused them so much trouble, has just been disabled by an arrow. Chromastone couldn't help but glare at the Archer in annoyance.

"What?" Hawkeye asked, confused by the reaction.

"Do you have any idea how much trouble that shield has been?" The Alien Teen asked rhetorically.

"You're welcome." The Archer responded with a cocky smirk. Having realized what, the meaning behind the Crystal Alien's glare.

But before he could make another move, Ultron raised both hands and unleashed a powerful pulse of sonic energy. The waves blasted Hawkeye away, while Chromastone only slid a few feet back. The Alien Hero could feel the familiar vibrational energy as the same as Klaue's Vibranium weapon. Somehow Ultron was able to mimic the same frequency as the metal.

Suddenly Ultron is struck by a massive bolt of lightning, causing the robot to cease its attack. This was followed up by a powerful strike from Thor, swinging Mjolnir with enough force to crumple the mechanical being like a tin can.

However, Ultron managed to completely fix himself just as quickly. Restoring his body before the momentum from Thor's attack ceased.

The A.I. glared at Thor, his eyes and mouth glowing with energy. Thor only had a moment to react as Ultron fired a powerful beam from his mouth into Thor's chest, blasting him towards the roof of the Helicarrier. The Asgardian screaming in pain as the energy washed over him.

"NO!" Chromastone screamed as he rocketed towards Thor, forcing himself between Ultron and the Prince of Thunder, taking the energy blast at full force.

Unfortunately, the force of the blast was still enough to carry the Thunder God out of the Helicarrier and send him flying into the upper atmosphere. Chromastone gritted his teeth as he absorbed the energy Ultron continued to fire at him. The sheer amount of energy that was pouring into him causing his body to start glowing with a bright rainbow pattern.

With Ultron's attention occupied. Black Panther scaled the walls behind the Machine. He then leaped at Ultron, a pair of Vibranium daggers in his hands and proceeded to stab them into either side of base of Ultron's neck.

A surge of energy pulsed through Ultron and the daggers, causing the Mechanical being to stop firing his energy blast, resulting in an explosion that threw Panther off the Robot.

However, Ultron managed to catch Black Panthers leg before he could fall too fair. The Wakandan King tried to counterattack, but the robot was too quick and proceeded to punch him in the face. Black Panther yelped in pain from the blow, had he not been wearing his Vibranium cowl, the force of the blow would've split his head like a watermelon. As such, he was only knocked out and fell to the ground in a heap.

Ultron raised his hands and prepared an energy blast to finish off the Wakandan King. Only for Wasp to fly into his line of sight and held out her hands in a defensive manner to shield the Black Panther

"Back off. You can't hurt me." She said confidently.

Only for Ultron to grab her in his left hand and held her close to his metal face. Wasp groaned as she felt the pressure of the Robots metal grip tightening around her.

"False. You are referring to the flaw in Ultron-5's programming. I am Ultron-6. The flaw has been corrected." Ultron stated as his mouth started to glow.

Wasp's eyes widened as all the color drained from her face.

"Ultron!" A familiar voice shouted, grabbing both Wasp's and Ultron's attention. They turned to see Ant Man astride his ant steed, hovering just a few inches from Ultron's head. A small laptop clutched under his arm as he rode his ant.

In response, Ultron immediately fired a pair of energy blasts from his eyes. Ant Man swiftly dodged the attack, recognizing the beams as the Encephalo-ray. Despite Ultron overcoming the programming that prevented him from harming Janet, it would seem the A.I. still had the safety measures that prevented lethal action to be taken against him.

This was good news for him as it made the next step in his plan, much easier.

"Doctor Pym. Just as illogical and weak as the rest of your species." Ultron said, as he tried to hit Ant Man with his ray.

However, Ant Man was too swift as he managed to steer his ant through the energy beams. Upon seeing an opening, the Ant Rider urged his steed forward as they flew past the beams and directly into Ultron's mouth.

"Hank!" Wasp screamed, seeing the Size Changing Scientist, disappear inside the deadly machine.

Suddenly a battle cry alerted Ultron and Wasp as they turned to see Chromastone flying towards them. His right hand extended above him, with rainbow energy surrounding his hand. The energy fired from Chromastone's hand, but instead of firing like an energy beam, the energy stopped 5 feet from his hand and turned into a crystal sword.

The Crystal Alien gripped his blade and swung it at full force, connecting with Ultron's left shoulder and completely slicing off the appendage, Wasp still gripped in the limbs hand. The Alien Hero managed to grab the appendage, before it could hit the ground, allowing Wasp to free herself.

"You, ok?" Chromastone asked concerned as he swung his sword at the Mechanical being again.

Ultron, swiftly dodged the blade and shot his right arm forth like an arrow, striking the crystal aliens wrist, causing him to drop the blade, before backhanding the Alien, causing him to stumble back.

"I'm fine. But Hank just flew inside that thing?" Wasp said, slightly panicked.

Chromastone looked at her with a shocked expression. "He did what?! Why would he do that?"

"I don't know. But we have to…"

Wasp was interrupted by a loud cry as both heroes looked up to see Thor, descending from the sky with his hammer raised. Thor slammed Mjolnir into Ultron's body, sending the machine flying across the room.

"Now we end this, machine." The Asgardian said as he prepared for another strike.

Only for Chromastone to get in his way.

"Thor stop!" He yelled, holding his arms out to block Thor.

The Prince of Thunder stopped his hammer mid swing as he backed away from the Alien Teen, a confused expression on his face.

"Art thou mad, Ben? You would defend this monstrosity, after all the terror it has caused?" Thor asked the Young Hero, anger and frustration.

"Hanks inside Ultron!" Chromastone stated. Causing Thor to raise an eyebrow in response. The Alien Teen then moved to float alongside the Thunder God and gestured to the Robot. "Hank might have something that can take Ultron down for good. We can't damage it while he's still inside."

As they spoke, Ultron recovered from Thor's attack and responded with an energy blast from his palm. The two Heroes dodged the attack and kept their distance, staying on the defensive.

"If what you say is true. Then we cannot harm this machine. Yet, it can still harm us. Does thou have a plan for that?" Thor asked the Alien Avenger.

"Try not to damage the head or the body. The arms and legs however are fair game." Chromastone stated with a smirk.

Thor responded in kind at the simplicity of the strategy. Course Chromastone had to keep the plan brief as a quick glance at the computer screen showed that there was only 3 minutes left on the clock. Every moment of time was critical now, there was no time to waste on talking. They needed to act, now.

As the Aliens, Gods and Robots, clashed above them, Tony and Maria Hill continued to work at the computer terminal. The S.H.I.E.L.D Directors panic was slowly seeping back in as the timer counted down.

"Stark, we're running out of time." She said frantically.

Tony narrowed his eyes as he continued to type away at the keys. "I've got access to the missile's programming, but I can't send the detonation command. We have to override Ultron's control."

"Can you do that in three minutes?" Maria asked, her tone grim.

Tony glanced back at her. His expression giving her all she needed without words. But he went back to typing. Even if it was hopeless, he wasn't going to let that stop him from trying. He only wished he had Banner with him. Bruce's help could have really speed up the process, but he didn't have the time to get him back to working order. It was all down to them. Tony wasn't one for praying for miracles, but after apparently witnessing a god come back from the dead, he was certainly open to the possibility.

Inside Ultron's body, Ant Man flew through the inner workings of the Robots body. Flying through wires, gears and circuit boards before finally reaching his destination.

The very core of Ultron.

It looked like a giant crystal disco-ball, sitting atop of a metal platform. Blue wires connected to the shiny ball as it glowed with energy. This was the central processing unit of Ultron, everything that makes Ultron what he is, contained within that sphere.

A devise that took most of Hank's life to perfect. His crowning achievement that created the most advanced A.I. system the world has ever seen. Now his greatest failure as he is now forced to destroy it once and for all.

And he will do it, the only way he knows how.

Taking a cord from his laptop, Hank connected his device to the central core, opened the device and started typing.

"Upload in progress." Ant Mans laptop speaker announced as the Size Changing Scientist send the file.

Suddenly the chamber housing the central core started to glow red as Ultron's voice echoed all around him.

"I am aware of your presence here." The A.I. stated. "You must know that if this body is destroyed, I will simply upload into another."

"I know." Ant Man responded as he continued to work.

It is true that with how advanced Ultron's A.I. is, he isn't limited to one body. In fact, he's not limited to any physical device. Being able to upload into the World Wide Web, Ultron can transfer his programming to anything he sets his mind to. He could make an army of Ultron drones, just as powerful as his current model, or even more powerful depending on the resources. And with how quickly his A.I. can adapt and learn, nothing would be out of his reach.

Destroying the body, will only slow him down. A virus, he could isolate his core protocols to protect himself. Any action to destroy him, would only make him learn and grow.

Much like Hank himself, violence only motivates him to be better.

Outside Ultron dodges a swing from Thor's hammer. As the Asgardian moves to strike him again, the Robot gabs Thor's wrist with his remaining hand in a similar move to what he used on Chromastone, forcing him to drop his hammer.

Ultron followed this with a series of strikes to the Asgardian, knocking him back to the ground. The Mechanical Menace raised his hand to finish off his opponent with an energy blast only for a multi-colored energy blast to strike the appendage. Encasing the hand in purple crystals.

The rogue A.I. looked up to see Chromastone smirking at him. Ultron aimed his hand at Chromastone and fired his energy beam, in an attempt to destroy the Aliens crystals. However, instead of destroying them, the energy was actually absorbed by the crystal. Glowing brighter and brighter, the more energy it poured in. Until eventually the crystal exploded in a powerful eruption of power. The sheer intensity of the blast, send Ultron flying back, his right arm completely destroyed from the blast. Leaving the A.I. literally, disarmed.

Looking back at the clock, only 1 minute remained. A roaring sound of engines caught the Teens attention as he looked outside to see three nuclear warheads, heading towards the ground.

It took all his willpower to not fly out there right now and stop those missiles. But he knew he'd have no chance at stopping them at this point. They were too close to the ground to destroy them safely and there was no way of guaranteeing that any of his aliens could contain the blast. Even if they could, he'd only be saving one small part of the planet as the rest of the world becomes a lifeless husk.

He begrudgingly looked back to Ultron, who now stood in the middle of the catwalk, changing up his mouth beam.

"Hank, if you're going to do anything. Do it now." Chromastone said as he charged up his beam.

"What do you hope to accomplish here?" Ultron asked, Ant Man. "No virus can stop me."

"It's not a virus." Ant Man stated as he finished typing on his laptop. "It's logic."

"Upload complete." The device informed before powering down.

Ant Man raised his head to the core. A sad expression on his face as if pulling the plug on a beloved family member.

"Goodbye, Ultron." Hank solemnly said as his final software update took effect.

Outside Ultron and Chromastone prepared to fire their beams at each other. When suddenly, Ultron's mouth ceased glowing, and his red eyes turned blue.

Chromastone cautiously floated back to the ground and approached the machine. The Robot looked at the Alien Avenger for a brief moment, before its eyes faded out until it was completely dark. Ultron stood rigid, with no sign of life at all.

The Alien Teen approached the Robot and cautiously gave its forehead a flick with his fingers. Ultron did nothing, he had completely shut down. It was finally over.

With a sigh of relief, Chromastone relaxed his body. No sooner had he done so, the Ultimatrix dial started to beep and flash red before finally timing out and turned the Alien back to Ben Tennyson.

Ben stumbled a little as he leaned over, bracing himself on his knees as he breathed heavily. So grateful that this was all over.

"Stark?" Maria Hill's voice suddenly sounded out, catching the teens attention.

Ben looked up to see the S.H.I.E.L.D Director standing behind Tony as he continued to type at the computer console. Glancing further up, Ben saw the timer was still counting down with the missile trajectory still showing each warhead, still active.

The Alien Hero had completely forgotten about that. Despite stopping Ultron, the missiles were still armed and only 10 seconds away from destroying all life on Earth.

With so little time left, all the Heroes could do was stare at the screen and hold their breath. Hoping that Tony could disable the missiles in time.

Wasp flew over to Ben and grew to her normal size. She shared a look with her little brother before holding him in a tight embrace. Ben wrapped one arm around the Size Changing Heroine as she clutched his jacket.

Ben then felt something slip into his left hand and turned to see Carol smiling at him. Her suit looked torn apart, but her wounds looked like they healed nicely. Ben could tell she was putting on a brave face as he squeezed her hand and pulled her in closer. She wrapped her arms around his left arm and held tightly as Spider Woman stood by her friend's side. All looking on as the countdown got closer and closer to the end.

At the terminal, sweet poured from Tony's brow as he typed away. He had barely paid any attention to what was happening around him as he worked to break through Ultron's firewall. With the countdown just 10 seconds from the end, it all seemed hopeless.

When all of a sudden, a gap in the code appeared. He didn't know what caused this sudden flaw in the programming, but he didn't care. This was the opening he needed, and he attacked it like Hulk at a buffet table.

Tony blasted through the firewall and proceeded to find the files that contained the missile kill codes.

"Come on." Tony breathed, the strain in his voice showing the sheer mental effort this was taking on him.

5 seconds remaining, Tony noticed something in the corner of his screen. 4 seconds, he clicked on the file. 3 seconds, he typed in the code. 2 seconds, he hit a single key on the keyboard.

Everyone closed their eyes….

A series of small booms sounded near them causing everyone to flinch. Followed by a dinging noise.

Everyone opened their eyes and looked to where the booming sounds came from. Three black puffs of smoke were dispersing in the high winds as a series of debris rained down to the ground bellow them, crashing harmlessly in an isolated area.

They looked to the screen and saw each of the missile trajectory lines were turning from red to blue and then disappearing from the map, signaling that each missile has been successfully disabled and destroyed.

The world is safe. They won.

Tony Stark leaned on the table and let out a sigh of relief. Maria Hill followed suit, leaning her back against the console, dropping her blaster as she did so while ribbing her temples.

Ben, Carol, Wasp and Spider Woman all screamed and yelled in utter joy, holding each other in a group hug and jumping on the spot like little schoolgirls. But they didn't care, they saved the world, and they couldn't help but feel the cathartic joy that brought. In that moment, it felt so good to be alive.

Thor floated down and smiled at the little celebration.

Upon seeing the Thunder God, Ben broke away from the group. He looked at Thor with tears of joy in his eyes. Without holding back, the Young Hero ran to the Asgardian and hugged him full force.

To Thor, he could hardly feel all the strength Ben was putting into the hug. But it did not stop him from returning the embrace.

After a few moments, Ben broke the hug and wiped the tears from his eyes.

"Just to be clear. This is you right? You are actually alive, and this isn't some dream or hallucination?" Ben asked, his voice slightly shaky from all that has happened.

Thor let out a deep booming laugh in response as he placed his large hand on the teen shoulder. "Aye, my friend. Tis I, Thor, Prince of Asgard. The gates of Valhalla will have to wait for my arrival I'm afraid."

Ben wanted to ask how it was possible. But at that moment he didn't care. Thor is alive, he didn't lose anyone.

Before celebrations could continue, the sound of Pym Particles activating grabbed everyone's attention as they turned towards the defeated Ultron to see Ant Man grow to full size.

Everyone immediately gathered around the Size Changing Scientist, even Hawkeye and Panther helped a groggy Bruce Banner to his feet. As they all gathered together.

"Victory is yours, Ant-Man. Your plan was sound." Thor congratulated the Scientist

"Wait, we had a plan?" Hawkeye jokingly responded.

"Technically we had a few. But you missed most of them." Ben quipped in. "I think this was plan P."

"During the fighting at the Mansion, I realized there was a flaw in Ultron's logic." Ant Man explained to the group, turning back to the Machine. "Because his programming is based on the human mind, he himself is as flawed as us, and therefore part of the problem. Ultron couldn't exist in his own imperative."

After his explanation, Hank is immediately tackled by Wasp in a warm embrace. The Heroine giggled with joy as Hank hugged her back, even spinning her in the air for a moment due to the momentum of her hug.

"Hank, you did it! You saved the world. With science, even." She screamed with joy and admiration.

Hank couldn't help but smile as they both gazed into each other's eyes. Hearing her say that, spread warmth into his heart. After all this time, Hank was finally able to resolve a conflict not through violence, but with logic.

Violence would only slow Ultron down and force him to adapt. It took, information and clear facts that eventually took him down in the end.

"It's because of him that the world was in danger in the first place." Maria Hill suddenly spoke up. "Ultron was his machine."

The Heroes all looked to the S.H.I.E.L.D Director with annoyed expressions. After everything they just went through. The moment the catastrophe is over, she reverts back to her default angry unreasonable mode.

Almost instantly the joy from Hank's face, vanished. For a brief moment, he had forgotten just how close he came to ending the world. Despite everything, Ultron was still his creation, his mistake. A mistake that almost caused the extinction of all life on Earth.

"Look, Maria…" Tony started to say in defense of Hank.

"No, she's right." Ant Man agreed as he let go of Wasp. His head lowered in shame as he proceeded to walk away from the group, without another word.

After that downer of an ending after saving the entire world from Ultron's Terminator style apocalypse. The Avengers quickly left the S.H.I.E.L.D Helicarrier before Maria could try to order their arrest again.

Wasn't the kind of thank you Ben was hoping for, but he really shouldn't have expected much from a woman as stubborn as Hill.

Still, it was actually nice to know that when the chips are down, Maria was actually willing to put aside differences to work for the common good. Ben would've liked to have stayed and help fix the Helicarrier. But Tony insisted that they had overstayed their welcome. Didn't even get to have a proper moment with Carol before he left.

After getting back to the mansion. Everyone felt exhausted after the whole ordeal and just wanted to go and relax. Ben, however, was in no mood to rest. He felt so energized after everything. Thor is alive, he saved the world, again, everything felt great. He even told Thor and the others about how he lifted Mjolnir.

The sheer surprise and bewilderment from each member of the team was hilarious for the Teen Hero. Of course, most of them didn't believe him. Boy did he wish he took a picture of their expressions when he demonstrated his worthiness, by lifting the hammer in front of them. Though he's pretty sure the only evidence he needs are the dents left by their jaws after they fell to the floor in shock.

Ben would be lying if he didn't feel a little smug about that. But he didn't rub it in too much as he was really in too good a mood.

Something he carried over to his video chat with his Girlfriend.

"So, wait, all the codenames and you chose Warbird? That doesn't make any sense, you don't even have a bird theme to your powers or costume?" Ben critiqued humorously to Carol as she giggled from his screen.

"I know it's a little confusing. But I'm a pilot and Warbird is actually what a vintage aircraft is called. You know the ones that are like from World War 2 and stuff like that?" Carol explained with so much enthusiasm.

The way she talked about it with such passion and knowledge, Ben couldn't help but chuckle.

"What?" She asked, rising an eyebrow.

"You're such a plane nerd." Ben commended, jokingly.

Carol laughed at his commend, while also giving him a cheeky grin. "Oh, I'm a nerd? You sure you wanna play that game, Alien X?"

Ben laughed again. "Ok ok, I'll stop."

"I'm just glad you seem back to your old self." Carol said as she smiled warmly at him.

"What do you mean?" Ben asked raising an eyebrow.

"It's just. Before, when you first showed up on the Helicarrier. You were your usually quippy self. You had this haunted look in your eyes, and you were so much more serious than normal." She pointed out to him.

Bens smile faltered as she elaborated. He really didn't want to talk about that. To him, it didn't matter anymore. Thor is alive, everything is ok now. But the fact that, that's the attitude he had about the whole ordeal is a little concerning now that he thought about it.

"I-I just knew how serious the situation was. That's all." Ben responded, trying to deflect.

Carol leaned in closer to the screen. A sympathetic look in her eyes.

"It's because you thought Thor was dead, wasn't it?" She asked.

Ben almost dropped his phone after she said that. "I don't… I mean… Why…"

"Ben, I've been at this job long enough to know the look in a man's eye when he loses someone. I've even seen that look in your eye when you talked about your family. Plus, the way you reacted to Thor after the fight. It wasn't hard to put the pieces together." Carol explained, her eyes serious as her tone.

Ben smirked a little as she walked through her deductions. Sometimes he forgot just how smart she is. Something he shouldn't forget when dating a spy.

He let out a sigh and leaned back in his chair. "You know me so well." He admitted.

Carol scoffed with a false cocky attitude. "I'm just that amazing. Let that be a lesson to you if you think you can get anything by me." She said, giving him a playful wink.

Ben chuckled. "Yeah. I will."

Her expression softened as she looked into his eyes.

"Wanna talk about it?" She asked.

"Not right now. Maybe later. A lot has happened, and I just want to enjoy the moment right now." He admitted.

"Ok, I understand. But I'm always here for you." Carol said softly.

"Thanks Carol." Ben replied.

"Always."

After finishing his talk with Carol. Ben leaned back in his bed. He thought about everything that happened today. Sure, everything is fine now. But in the future, something like this could happen again. And if it did, would Ben really be able to handle it? Or would he just spiral down into that pit of despair every time something bad happens?

Maybe the next time he freezes like that, someone he cares about might actually die?

His thoughts drifted back to his talk with Hank earlier. He wasn't sure if seeing a therapist would actually help. But he had to at least try. He owed it to his old family and his new one. Most of all, he owed it to himself. He couldn't let these scares hold him back any longer.

He needed help.

In the Mansions living room, Tony Stark sat in an armchair across from Thor, who stood by a roaring fireplace.

The Asgardian Prince spent the time regaling the Genius Billionaire the truth behind his apparent death and resurrection.

While it appeared, Thor was disintegrated before the Avengers very eyes. In truth, he was actually teleported away in the last moment, by the Enchantress.

The Asgardian Sorceresses had apparently been spying on Thor this whole time, due to her deep and unrequited love for him. So, when Thor was about to die, she seized her opportunity and snatched him from that situation and teleported him to a lush and beautiful field, where they both could live happily together.

Of course, she was also using her magic to manipulate Thor's mind to force him to forget everything and believe he was in love with her, to make him stay. Like some crazy obsessed stalker.

Something Tony could relate to unfortunately.

But her spell couldn't hold the Odinson for long as he eventually broke free of her spell and demanded that she send him back. Something that certainly surprised Tony.

"She just returned you to Earth?" He asked, confused. From the way Thor described the Witches obsession for him. Tony found it pretty hard to believe she would just send him back because he asked.

"Aye. The Enchantress' fury was great, but she told me that sending me back to Midgard was a fate worse than death." Thor admitted.

The Thunder god then turned to the fire as a grim atmosphere surrounded him and radiated through the room.

"I fear that as dangerous as Ultron was, something worse is coming."

And there it is folks, the second part of the Ultron Arc. Hope you all enjoyed it. I put a lot of work into this chapter, trying to get everything everything to flow and tried several ideas and did a few rewrites when it wasn't working for me.

So a lot happened in this chapter thats leading to the final stretch of the first season of the show. Id like to thank Just Q and StarSaber21 for all their help and support throughout this chapter. You guys are awesome!

As usual, any questions, PM me. Next chapter will be ready when it's ready, so don't bother asking and certainly do not beg for updates.

Until next time, Captain Rex75 out!