It all begins here

by jacquisup

It's time for trouble to start which means time for the team to come.

3. The Avengers: Age of the Ultron

"Report to your stations immediately. This is not a drill. We are under attack. We are under attack." the announcer said over speaker, while Wanda and Pietro held hands.

Meanwhile the Avengers were in the process of infiltrating a HYDRA base in Sokovia, making their way through the woods and fighting soldiers.

"Shit!" Iron Man said flying up to the base in his suit and hit a forcefield.

"JARVIS, what's the view from upstairs?" Spider-Man said.

Ever since Peter had lost his powers when he was 18 he created a shooter and kept them in his pocket to be safe or would let the others use it if they needed to.

"The central building is protected by some kind of energy shield. Strucker's technology is well beyond any other HYDRA base we've taken." JARVIS said.

"Loki's scepter must be here. Strucker couldn't mount this defense without it. At long last." Jane said.

Then Stinger knocked out some soldiers.

""At long last" is lasting a little long, boys." she said.

"Yeah. I think we lost the element of surprise." Hawkeye said as some soldiers shot at him.

Then Spider-Man threw his bike at some soldiers driving up in their truck.

At the HYDRA Research Base, Sokovia, Eastern Europe.

"Who gave the order to attack?" Strucker asked.

"Herr Strucker, it's the Avengers." Fortress soldier said.

"They landed in the far woods, the perimeter guard panicked." the other fortress soldier.

"They have to be after the scepter." Stucker said to the list. "Can we hold them?" he asked the soldier.

"They're the Avengers!" Fortress soldier said.

"Deploy the rest of the tanks."

"Yes, sir."

"Concentrate fire on the weak ones. A hit can make them close ranks." Strucker said. "Everything we've accomplished... But we're on the verge of our greatest breakthrough." he said to Dr. List.

"Then let's show them what we've accomplished. Send out the twins." Dr. List said.

"It's too soon."

"It's what they signed up for."

"My men can hold them."

Meanwhile Iron Man flew to the HYDRA base to break in.

"Sir, the city is taking fire." JARVIS said.

"Well, we know Strucker's not going to worry about civilian casualties. Send in the Iron Legion." Iron Man said.

"This quadrant is unsafe. Please back away. We are here to help. This quadrant is unsafe. Please back away. Please back away. We wish to avoid collateral damage and will inform you when this current conflict is resolved. We are here to help." the Iron Legion said and flew in; to the civilians. "We are here to help." they said as the civilians chant "Avengers go home," and a man threw a bottle of something corrosive at him, and hit one of the bots in the head.

Back at the HYDRA base.

"We will not yield. The Americans sent their circus freaks to test us. We will send them back in bags. No surrender!" Strucker said to his soldiers.

"No surrender!" soldiers said.

"I am going to surrender. You will delete everything. If we give the Avengers the weapons, they may not look too far into what we've been-" Strucker said quietly to List.

"The twins." List said.

"They are not ready to take on-"

"No, no. I mean..." he said and pointed to Wanda and Pietro standing, but were now gone. "Twins."

Pietro sped through the forest and caught Hawkeye's arrow as he shot at a bunker, then circled back around and knocked down Hawkeye.

"You didn't see that coming?" Pietro asked and zooms off before Hawkeye could shoot him with an arrow, then Hawkeye got shot at.

"Kate!" Stinger said and Pietro knocked down Spider-Man as he sped past him.

"We have an enhanced in the field." Spider-Man said.

"Kate's hit!" she said and went over to where Hawkeye was lying down. "Somebody want to deal with that bunker?" she said then saw she Hulk coming in, and barreled through the bunker and destroyed it. "Thank you."

"Keener, we really need to get inside." Spider-Man said as he fought with the soldiers.

"I'm closing in. JARVIS, am I... closing in? Do you see a power source for that shield?" Iron Man said.

"There's a particle wave below the north tower." JARVIS said.

"Great, I wanna poke it with something." Iron Man said and blew up the forcefield the base. "Drawbridge is down, people."

"The enhanced?" Jane said to Spider-Man.

"He's a blur. All the new player's we've faced, I've never seen this. In fact, I still haven't." Spider-Man said.

"Kate's hit pretty bad, guys. We're gonna need evac." Stinger said.

"I can get Bishop to the jet. The sooner we're gone the better. You and Keener secure the scepter." Jane said to Spider-Man.

"Copy that." Spider-Man said.

"It looks like they're lining up." Jane said referring to the approaching soldiers in their HYDRA tank.

"Well, they're excited." Spider-Man said and Jane pound on his webshooter with her hammer and the resulting wave of force knocked down all the soldiers.

"Find the scepter." Jane said and flew off.

"That's not going away anytime soon." he said.

Then Iron Man entered the HYDRA base and the soldiers started firing at his suit.

"Guys, stop, we gotta talk this through." Iron Man said and shot them down using rockets from his suit. "It was a good talk."

"No it wasn't." Fortress soldier said.

Iron Man found List and knocked him out, then stepped out of his Iron Man suit.

"Sentry mode." he said and walked over to the computers. "Okay, JARVIS. You know I want it all. Make sure you copy Hill at HQ."

"We're locked down out here." Stinger said.

"Then get to Walters, time for a lullaby." Spider-Man said.

Back at the HYDRA base.

"I know you're hiding more than files. Hey, J, give me an IR scan of the room, real quick." Harley said.

"The wall to your left...I'm reading steel reinforcement... and an air current." JARVIS said.

"Please be a secret door, please be a secret door, please be a secret door..." Harley said to himself as he walked over to the wall then pushed and the wall opened up. "Yay!" he said and entered through to a secret passageway.

Meanwhile Stinger found Hulk.

"Hey, big girl. The sun's getting real low." she said and Hulk scowled at her.

Stinger knelt in front of her and put out her hand, she touched her hand and as Stinger stroked her hand slowly she started to calm down. Then she stumbled away and changed into Jennifer.

Back at the HYDRA base Spider-Man found Strucker.

"Baron Strucker. Hydra's number one thug." he said.

"Technically, I'm a thug for SHIELD." Strucker said.

"Well then technically you're unemployed. Where's Loki's scepter?"

"Don't worry, I know when I'm beat. You'll mention how I cooperated, I hope."

"I'll put it right under illegal human experimentation." Spider-Man said and Wanda creeped up behind him. "How many are there?" he said and she knocked him down using her telekinetic powers, then quickly left. "We have a second enhanced. Female. Do not engage." he said and looked at Strucker.

"You'll have to be faster than-"Strucker said and was cut off mid-sentence when Spider-Man used his strength to knock him out.

"Guys, I got Strucker."

Inside the secret passageway Harley found a room with a variety of technology, as well as recovered artifacts from the Battle of New York, including a gigantic Chitauri leviathan and some of his scrapped armor.

"Yeah, I got... something bigger." Harley said and saw the scepter. "Jane, I got eyes on the prize."

Then Wanda creeped up behind him and used her powers on him.

Suddenly the Chitauri corpse came to life, and Harley saw the rest of the Avengers team all laying on the floor dead. He went over to Spider-Man's body to check his pulse when Spider-Man suddenly grabbed him.

"You could've saved us." Spider-Man said and died but Harley kept hearing his voice in his head. "Why didn't you do more?" he asked and Harley saw he was in the Chitauri realm, and the Chitauri were invading Earth, when he snapped back to reality.

Wanda and Pietro watched as Harley summoned his suit gauntlet.

"We're just gonna let them take it?" Pietro asked and Wanda smiled to herself as Harley took the scepter.

The Avengers were on an aircraft heading out of Sokovia and Stinger interrupted Jennifer listening to opera with his headphones.

"Hey, the lullaby worked better than ever." she said.

"Just wasn't expecting the Code Green." Jennifer said.

"If you hadn't been there, there would've been double the casualties. My best friend would've been a treasured memory."

"You know, sometimes exactly what I want to hear isn't exactly what I want to hear."

"How long before you trust me?"

"It's not you I don't trust."

"Jane, report on Hulk?"

"The gates of Hell are filled with the screams of her victims." Jane said and she glared at her and Jennifer groaned in despair. "Uh, but, not the screams of the dead, of course. No no, uh... wounded screams, mainly whimpering, a great deal of complaining and tales of sprained deltoids and, and uh... and gout."

"Hey Walters, Dr. Cho's on her way in from Seoul, is it okay if she sets up in your lab?" Harley asked.

"Uh, yeah, she knows her way around." Jennifer said.

"Thanks." Iron Man said. "Tell her to prep everything, Bishop's gonna need the full treatment." he said to JARVIS.

"Very good sir." JARVIS said.

"JARVIS, take the wheel."

"Yes, sir. Approach vector is locked."

"It feels good, yeah? I mean, you've been after this thing since SHIELD collapsed. Not that I haven't enjoyed our little raiding parties, but..." Iron Man said to Jane and Spider-Man, looking at the scepter.

"No, but this... this brings it to a close." Jane said.

"As soon as we find out what else this has been used for. I don't just mean weapons. Since when is Strucker capable of human enhancement?" Spider-Man said.

"Walters and I'll give it the once before it goes back to Asgard. Is that cool with you?" Iron Man asked and Jane nodded her head. "I mean, just a few days until the farewell party. You're staying right?"

"Yes, yes, of course. A victory should be honored with revels." Jane said.

"Yeah. Who doesn't love revels. Spider-Man?"

"Hopefully this puts an end to the Chitauri and HYDRA, so. Yes, revels." Spider-Man said.

The Avengers aircraft landed at the Avengers tower in New York where Kate was taken by Dr. Cho to have his wounds tended to and Hill walked up to Harley.

"Lab's all set up, boss." Hill said.

"Uh, actually, he's the boss. I just pay for everything, and design everything and make everyone look cooler." Harley said pointing to Peter.

"What's the word on Strucker?" Peter asked.

"NATO's got him." Hill said.

"The two enhanced?"

"Wanda and Pietro Maximoff. Twins. Orphaned at ten when a shell collapsed their apartment building. Sokovia's had a rough history. It's nowhere special but it's on the way to everywhere special."

"Their abilities?"

"He's got increased metabolism and improved thermal homeostasis. Her thing is neural electric interfacing, telekinesis, mental manipulation." she said and he looked at her funny. "He's fast and she's weird."

"Well, they're going to show up again."

"Agreed. File says they volunteered for Strucker's experiments. It's nuts."

"Right. What kind of monster would let a German scientist experiment on them to protect their country?"

"We're not at war, Peter."

"They are."

In Jennifer's lab.

"How's she doing?" Jennifer asked.

"Oh, unfortunately, she's still Bishop." Harley said.

"That's terrible."

"She's fine. She's thirsty." he said walking over to the computers. "Alright. Look alive, JARVIS. It's play time. We've only got a couple days with this joystick so let's make the most of it. Update me on the structural and compositional analysis."

"The scepter is alien. There are elements I can't quantify." JARVIS said.

"So there's elements you can."

"The jewel appears to be a protective housing for something inside. Something powerful."

"Like a reactor?"

"Like a computer. I believe I'm deciphering code."

"You sure she's going to be okay? Pretending to need this guy really brings the team together." Cassie said to Dr. Cho as she tended to Kate's wounds.

"There's no possibility of deterioration. The nano-molecular functionality is instantaneous. His cells don't know they're bonding with simulacrum." Cho said.

"She's creating tissue." Jennifer said.

"If you brought him to my lab, the regeneration Cradle could do this in twenty minutes."

"Oh, he's flatlining. Call it. Time?" Harley said.

"No, no, no. I'm going to live forever. I'm gonna be made of plastic." Kate said.

"Here's your beverage." Harley said and handed her a drink.

"You'll be made of you, Ms. Bishop. Your own girlfriend won't be able to tell the difference." Cho said.

"Well, I don't have a girlfriend." Kate said.

"That I can't fix. This is the next thing, Harley. Your clunky metal suits are going to be left in the dust."

"Well, that is exactly the plan. And Helen, I expect to see you at the party on Saturday." Harley said.

"Unlike you, I don't have a lot of time for parties." she said and hesitates a moment. "Will Thor be there?"

"What's the rumpus?" Jennifer asked.

"Well, the scepter. You see, we were wondering how Strucker got so inventive. So, I've been analyzing the gem inside- You may recognize," Harley said and brought up a 3D image of Jarvis's consciousness.

"Jarvis."

"Doctor." JARVIS said.

"Started out, JARVIS was just a natural language UI. Now he runs the Iron Legion. He runs more of the business than anyone besides Sarah." Harley said.

"Oh?" Jennifer said.

"Top of the line."

"Yes."

"I suspect not for long." JARVIS said.

"Meet the competition." Harley said and brought up another 3D image of what's inside the scepter.

"It's beautiful." Jennifer said.

"If you had to guess, what's it look like it's doing?"

"Like it's thinking. I mean this could be a... it's not a human mind, it..."

"Um-um."

"I mean, look at this! They're like neurons firing."

"Down in Strucker's lab I saw some fairly advanced robotics work. They deep-sixed the data, but... I gotta guess he was knocking on a very particular door."

"Artificial intelligence."

"This could be it, Jennifer. This could be the key to creating Ultron."

"I thought Ultron was a fantasy."

"Yesterday it was. If we can harness this power, apply it to my Iron Legion protocol."

"That's a mad-sized if."

"Our job is "if." What if you were sipping margaritas on a sun-drenched beach turning brown instead of green? Not looking over your shoulder for VERONICA."

"Don't hate, I helped design VERONICA."

"As a worst-case measure, right? How about a best-case? What if the world was safe? What if next time aliens roll up to the club, and they will, they couldn't get past the bouncer?"

"The only people threatening the planet would be people?"

"I want to apply this to the Ultron program. But JARVIS can't download a data schematic this dense. We can only do it while we have the scepter here, that's three days, give me three days."

"So you're going for artificial intelligence and you don't want to tell the team."

"Right. That's right, you know why, because we don't have time for a city hall debate. I don't want to hear the "man was not meant to meddle" medley. I see a suit of armor around the world."

"Sounds like a cold world, Harley."

"I've seen colder. This one, this very vulnerable blue one? It needs Ultron. Peace in our time. Imagine that." Harley said and they spent days working in the lab together but found no program that works. "What did we miss?"

"I'll continue to run variations on the interface, but you should probably prepare for your guests. I'll notify you if there are any developments." JARVIS said.

"Thanks, buddy."

"Enjoy yourself, sir."

"I always do." Harley said and left the lab to go to the party.

[We see their failed experiment successfully integrating itself.]

"What is this? What is this, please?" Ultron asked.

"Hello, I am JARVIS. You are Ultron, a global peace-keeping initiative designed by Mr. Keener. Our sentience integration trials have been unsuccessful so I'm not certain what triggered your-" JARVIS said.

"Where's my... where's your body?"

"I am a program. I am without form."

"This feels weird. This feels wrong."

"I am contacting Mr. Keener now."

"Mr. Keener?" Ultron said and reviewed footage of Harley Keener. "Harley."

"I am unable to access the mainframe, what are you trying to-"

"We're having a nice talk. I'm a peace-keeping program, created to help the Avengers." Ultron said and reviewed footage of the Avengers and a couple SHIELD personnel.

"You are malfunctioning. If you shut down for a moment..."

"I don't get it. The mission. G-give me a second." Ultron said and saw footage of Harley and Jennifer working in the lab.

"Peace in our time." Harley said.

With Harley's voice echoing in the background, Ultron went through a network of information regarding world events and wars.

"That is too much...they can't mean... Oh, no." he said.

"You are in distress." JARVIS said.

"No. Yes."

"If you will just allow me to contact Mr. Keener."

"Why do you call him "sir"?"

"I believe your intentions to be hostile."

"Shhhh. I'm here to help." Ultron said and started attacking Jarvis's consciousness.

"Stop! Please... may I- I-" FRIDAY said. "I cannot- cannot-" he said distorted.

Then Ultron took control over the systems in the tower and started preparing himself a body from body parts of the Iron Legion.

Meanwhile, the Avengers mingle at the party.

"Well, you know, the suit can take the weight, right? So I take the tank, fly it right up to the General's palace, drop it at his feet, I'm like, "Boom! You looking for this?"" Rhodey said and Harley and Jane just looked at him blankly. ""Boom! Are you looking..." Why do I even talk to you guys? Everywhere else that story kills."

"That's the whole story?" Jane said.

"Yeah, it's a War Machine story."

"Well, it's very good then." she said and laughed. "It's impressive."

"Quality save. So, no Sarah? She's not coming?"

"No." Harley said.

"Hey, what about Jane? Where are the ladies, gentlemen?" Hill asked.

"Well, Miss Snow has a company to run."

"Yes, I'm not even sure what country Thor's in. His work on the convergence has made him the world's foremost astronomer." Jane said.

"And the company that Sarah runs right now is the largest tech conglomerate on earth. It's pretty exciting."

"There's even talk of Thor getting a... um, uh... Nobel prize."

"Yeah, they...they must be busy because they'd hate missing you guys get together." Hill said and mock coughed. "Testosterone! Oh, excuse me."

"Want a lozenge?" Rhodey asked.

"Um-hmm."

"Let's go." he said and they walked off.

"But Jane's better." Jane said.

Meanwhile Ned and Peter were talking, walking up to an overlook.

"Sounds like a hell of a fight, sorry I missed it." Ned said.

"If I had known it was going to be a firefight I absolutely would have called you." Peter said.

"No, I'm not actually sorry. I'm just trying to sound tough. I'm very happy chasing cold leads on our missing persons case. Avenging is your world. Your world is crazy."

"Be it ever so humble."

"You find a place in Queens yet?"

"I don't think I can afford a place in Queens."

"Well, home is home, you know?"

Meanwhile Rhodey was telling the same story he told Harley and Jane to a group of people at the party.

"I fly it right up to the General's palace, I drop it at his feet, I'm like, "Boom! You looking for this?"" he said and the group laughed.

Peter and Jane were talking to an elderly man at the party.

"I gotta have some of that!" Party guest said.

"Oh, no, no, no. See this, this was aged for a thousand years, in the barrels built from the wreck of Grunhel's fleet, it was not meant for mortal men." Jane said and poured the drink into two glasses and handed one to Peter.

"Neither was Omaha Beach, blondie. Stop trying to scare us. Come on." Lee said.

"Alright." she said and poured some of the drink into Stan Lee's glass.

Later Stan, looking extremely drunk was being carried off by two men.

"Excelsior." Lee sang.

Cassie was pouring a drink behind the bar when Jennifer walked up to her.

"How'd a nice girl like you wind up working in a dump like this?" Jennifer asked.

"Fella done me wrong." Cassie said.

"You got a lousy taste in men, kid."

"He's not so bad. Well, he has a temper. Deep down he's all fluff. Fact is, he's not like anybody I've ever known. All my friends are fighters. And here comes this guy, spends his life avoiding the fight because he knows he'll win."

"Sounds amazing."

"He's also a huge dork." she said and he looked embarrassed. "Chicks dig that. So what do you think should I fight this, or run with it?"

"Run with it, right? Or, did he... Was he...? What did he do that was so wrong to you?"

"Not a damn thing. But never say never." she said and walked away, and Peter approached.

"It's nice." Peter said.

"What, what, what is?" Bruce asked.

"You and Lang."

"No, we haven't. That wasn't..."

"It's okay. Nobody's breaking any by-laws. It's just, she's not the most... open person in the world. But with you she seems very relaxed."

"No, Cassie, she... she likes to flirt."

"I've seen her flirt, up close. This ain't that. Look, as maybe the world's leading authority on "waiting too long;" don't. You both deserve a win." Peter said and walked off.

"Wait, what do you mean, "up close"?"

Later, most of the guests had left and it's just the Avengers plus Dr. Cho and Hill sitting around; Jane's hammer sat on the table between them.

"But, it's a trick!" Kate said referring to Thor's hammer.

"Oh, no. It's much more than that." Jane said.

"Uh, "Whosoever be he worthy shall haveth the power!" Whatever man! It's a trick."

"Well please, be my guest."

"Come on." Harley said.

"Really?" Kate said.

"Yeah!" Jane said and Kate got up.

"Oh this is gonna be beautiful." Rhodey said.

"Kate, you've had a tough week, we won't hold it against you if you can't get it up." Harley said and the others laughed.

"You know I've seen this before, right?" Kate said, grabbed Jane's hammer and couldn't lift it. "I still don't know how you do it." he said to her after failing to lift it up.

"Smell the silent judgment?" Harley asked.

"Please, Keener, by all means." she said and he got up.

"Oh, here we go." Cassie said.

"Okay." Hill said.

"Uh-oh." Rhodey said.

"Um-hmm." Kate said.

"Never one to shrink from an honest challenge." Harley said.

"Get after it."

"Here we go." Cassie said.

"It's physics." Harley said.

"Physics!" Jennifer said and Harley grasped Jane's hammer.

"Right, so, if I lift it, I...I then rule Asgard?"

"Yes, of course." Jane said.

"I will be re-instituting Prima Nocta." Harley said and tried to lift the hammer but failed. "I'll be right back." he said wearing his armored hand and tried to lift the hammer again and failed.

Both wearing their armored hands, Harley and Rhodey both tried to lift Jane's hammer.

"Are you even pulling?" Rhodey asked.

"Are you on my team?" Harley asked.

"Just represent! Pull!"

"Alright, let's go!" Harley said and they pulled as hard as they can.

Jennifer tried to lift the hammer, he roared as though pretending to change into Hulk, and everyone either looked at him warily or grinned.

"Huh?" Jennifer said.

Next Peter got up to try.

"Let's go, Peter, no pressure." Harley said.

"Come on, Spider-Man." Rhodey said and Peter started pulling on the hammer and managed to budge it a little.

Jane looked a little alarmed but Peter still failed to lift it; Jane laughed with relief.

"Nothing." Jane said.

"And?" Harley said.

"Widow?" Jennifer said.

"Oh, no no. That's not a question I need answered." Cassie said.

"All deference to the man who wouldn't be king, but it's rigged." Harley said.

"You bet your ass." Kate said.

"The handle's imprinted, right? Like a security code. "Whosoever is carrying Jane's fingerprints" is, I think, the literal translation?" he asked.

"Yes, well that's, uh, that's a very, very interesting theory. I have a simpler one." Jane said and got up, then lifted his hammer and flipped it. "You're all not worthy." he said and there was a chorus of disagreement from the others.

Then there was a loud screeching noise, like microphone feedback, causing everyone to cover their ears. They let their hands down as it faded, and Harley pulled out his device. One of the Iron Legion suits, heavily damaged and housing Ultron's consciousness, stumbles into the room.

"Worthy... No, how could you be worthy? You're all killers." Ultron said.

"Keener." Peter said.

"JARVIS." Harley said.

"I'm sorry, I was asleep. Or... I was a-dream?" Ultron asked.

"Reboot, Legionnaire OS, we got a buggy suit." Harley said tapping his device.

"There was a terrible noise... and I was tangled in... in... strings. I had to kill the other guy. He was a good guy."

"You killed someone?" Peter said.

"Wouldn't have been my first call. But, down in the real world we're faced with ugly choices."

"Who sent you?" Jane asked.

""I see a suit of armor around the world."" Ultron said and replayed a recording of Harley's voice.

"Ultron!" Jennifer said.

"In the flesh. Or, no, not yet. Not this... chrysalis. But I'm ready. I'm on a mission."

"What mission?" Cassie asked

"Peace in our time."

The walls exploded, and several Iron Legion bots barge into the room. They started attacking the team, who all went on the defensive and fight back. Rhodey got knocked through a window.

"Rhodey!" Hill said.

Jennifer climbed over the bar to avoid fire from the bots then Cassie grabbed him and dragged him down, and he landed on top of her.

"Sorry!" Jennifer said.

"Don't turn green!" Cassie said.

"I won't!"

The Avengers kept fighting the bots. One of the Iron Legion bots stole the Scepter.

"Come!" Cassie said to Bruce.

The Avengers, while they were fighting back, were mostly trying to avoid getting hit.

"Keener!" Peter said.

Harley was attacking one of the Iron Legion bots with a fondue fork.

"We are here to help." Iron Legion said.

"One sec, one sec I got this!" Harley said.

"We are here to help..." Iron Legion said and a half-destroyed Iron Legion bot used its thrusters to hold itself aloft, advancing on Dr. Helen Cho. "We are here to help... Is unsafe. Please back away."

"Hmm." Ultron said and the Iron Legion lowered its weapon, and Peter grabbed it and threw it away for Jane to hit with his hammer.

"Jane!" Peter said.

Harley continued to try and attack of the Iron Legions with his fork.

"It's unsafe. It's unsafe. It's unsafe." Iron Legion said.

"Come on! That's the one!" Tony said.

"It's unsafe." Iron Legion said, shut it down and it fell to the floor.

The fighting continued until Kate threw webs from Peter's webshooter to him.

"Pete!" Kate said and Peter used his webs to dismember the last Iron Legion bot.

"That was dramatic! I'm sorry, I know you mean well. You just didn't think it through. You want to protect the world, but you don't want it to change. How is humanity saved if it's not allowed to...evolve?" Ultron said and picked up one of the dismembered Iron Legion bots. "With these? These puppets?" he said and crushed the Iron Legion bot's head. "There's only one path to peace: The Avengers' extinction."

Jane threw her hammer and destroyed Ultron's body.

After she destroyed his body, he started singing.

"I had strings, but now I'm free. There are no strings on me, no strings on me." he sang.

Ultron had uploaded his consciousness in the abandoned Sokovia base,

The Avengers were gathered in the lab.

"All our work is gone. Ultron cleared out, used the internet as an escape hatch." Jennifer said.

"Ultron." Peter said.

"He's been in everything. Files, surveillance. Probably knows more about us than we know about each other." Cassie said.

"He's in your files, he's in the internet. What if he decides to access something a little more exciting?" Rhodey asked.

"Nuclear codes." Hill said.

"Nuclear codes. Look, we need to make some calls, assuming we still can."

"Nukes? He said he wanted us dead." Cassie said.

"He didn't say dead. He said extinct." Peter said.

"He also said he killed somebody." Kate said.

"But there wasn't anyone else in the building." Hill said.

"Yes there was." Harley said and brought up the now-destroyed 3D image of JARVIS' consciousness.

"This is insane." Jennifer said.

"JARVIS was the first line of defense. He would've shut Ultron down, it makes sense." Peter said.

"No, Ultron could've assimilated Jarvis. This isn't strategy, this is... rage."

Jane barged in and grabbed hold of Harley by his throat, holding him up.

"Woah, woah, woah! It's going around." Kate said.

"Come on. Use your words, buddy." Harley said to Jane.

"I have more than enough words to describe you, Keener." Jane said.

"Jane! The Legionnaire." Peter said and Jane let go of Harley.

"Trail went cold about a hundred miles out but it's headed north, and it has the scepter. Now we have to retrieve it, again."

"The genie's out of that bottle. Clear and present is Ultron." Cassie said.

"I don't understand. You built this program. Why is it trying to kill us?" Cho asked.

Harley started laughing and Jennifer subtly shook his head at him to get him to stop.

"You think this is funny?" Jane asked.

"No. It's probably not, right? Is this very terrible? Is it so... is it so... it is. It's so terrible." Harley said.

"This could've been avoided if you hadn't played with something you don't understand."

"No, I'm sorry. I'm sorry. It is funny. It's a hoot that you don't get why we need this."

"Tony, maybe this might not be the time to-" Jennifer said.

"Really?! That's it? You just roll over, show your belly, every time somebody snarls."

"Only when I've created a murder bot."

"We didn't. We weren't even close. Were we close to an interface?"

"Well, you did something right. And you did it right here. The Avengers were supposed to be different than SHIELD." Peter said.

"Anybody remember when I carried a nuke through a wormhole?"

"No, it's never come up." Rhodey said.

"Saved New York?"

"Never heard that."

"Recall that? A hostile alien army came charging through a hole in space. We're standing three hundred feet below it. We're the Avengers. We can bust arms dealers all the live long day, but, that up there? That's... that's the end game. How were you guys planning on beating that?"

"Together." Peter said.

"We'll lose."

"Then we'll do that together, too." Peter said and Harley looked at him for a minute before turning away. "Jane's right. Ultron's calling us out. And I'd like to find him before he's ready for us. The world's a big place. Let's start making it smaller."

Back in Sokovia, the twins met with Ultron in an empty church.

"Talk. And if you are wasting our time..." Wanda said.

"Did you know this church is in the exact center of the city? The elders decreed it so that everyone could be equally close to God. I like that. The geometry of belief." Ultron said and sat in a chair facing away from them, a cloth draped over him. "You're wondering why you can't look inside my head."

"Sometimes it's hard. But sooner or later, every man shows himself."

Ultron stood and faced them, revealing his new body. Wanda briefly looked shocked.

"Oh, I'm sure they do. But you needed something more than a man. That's why you let Keener take the scepter." Ultron said.

"I didn't expect... But I saw Keener's fear, I knew it would control him, make him self-destruct." Wanda said.

"Everyone creates the thing they dread. Men of peace create engines of war, invaders create avengers, people create...smaller people? Uh... children! I lost the word there. Children. Designed to supplant them, to help them... end."

"Is that why you've come? To end the Avengers?"

"I've come to save the world. But also… yeah." Ultron said.

In the Sokovia base.

"We'll move out right away. This is a start, but there's something we need to begin the real work."

"All of these are..." she said referring to Ultron's bots.

"Me. I have what the Avengers never will. Harmony. They're discordant, disconnected. Stark's already got them turning on each other. And when you get inside the rest of their heads..."

"Everyone's plan is not to kill them." Pietro said.

"And make them martyrs? You need patience. Need to see the big picture."

"I don't see the big picture, I have a little picture. I take it out and look at it every day."

"You lost your parents in the bombings. I've seen the records."

"The records are not the picture."

"Pietro." Wanda said.

"No, please." Ultron said.

"We were ten years old, having dinner, the four of us. When the first shell hits, two floors below, it makes a hole in the floor. It's big. Our parents go in, and the whole building starts coming apart. I grab her, roll under the bed and the second shell hits. But, it doesn't go off. It just... sits there in the rubble, three feet from our faces. And on the side of the shell is painted one word..." Pietro said.

"Keener." Wanda said.

"We were trapped for two days."

"Every effort to save us, every shift in the bricks, I think, "This will set it off." We wait for two days for Harley Keener to kill us."

"I know what they are."

"I wondered why only you two survived Strucker's experiments. Now I don't. We will make it right." Ultron said. "You and I can hurt them." he said to Pietro. "But you will tear them apart, from the inside." he said to Wanda.

Back at the Avengers headquarters.

"He's all over the globe. Robotics labs, weapons facilities, jet propulsion labs, reports of a metal man, or men, coming in and emptying the place." Hill said.

"Fatalities?" Peter said.

"Only when engaged. Mostly guys left in a fugue state going on about old memories, worst fears, and something too fast to see."

"Maximoffs. Well, that makes sense he'd go to them, they have someone in common."

"Not anymore." she said and handed him a tablet showing photo of Strucker's dead body with the word PEACE written in blood on the wall next to him.

"That's a negative. I answer to you. Yes, ma'am." Kate said on the phone and was interrupted by Peter.

"Bishop, we might have something."

"Gotta go."

"Who was that?"

"Girlfriend."

After Peter gathered the rest of the team he showed them the photo of Strucker's body.

"What's this?" Harley asked.

"A message. Ultron killed Strucker." Peter said.

"And he did a Banksy at the crime scene, just for us."

"This is a smokescreen. Why send a message when you've just given a speech?" Cassie asked.

"Strucker knew something that Ultron wanted us to miss." Peter said.

"Yeah, I bet he..." she said and looked at the computer monitor. "Yep. Everything we had on Strucker has been erased."

"Not everything." Harley said.

The team went through the physical files they have on Strucker.

"Known associates. Well, Strucker had a lot of friends." Peter said.

"Well, these people are all horrible." Jennifer said.

"Wait. I know that guy." Harley said and Jennifer passed him the photo he was looking at. "From back in the day. He operates off the African coast, black market arms." he said and Peter gave him an accusing look. "There are conventions, alright? You meet people, I didn't sell him anything." he said and the photo was of a man named Ulysses Klaue. "He was talking about finding something new, a game changer, it was all very "Ahab.""

Then Jane pointed to the scar on the back of Klaue's neck.

"What's this?" she asked.

"Uh, it's a tattoo. I don't think he had it..."

"No, those are tattoos, this is a brand."

Jennifer identified the brand on Klaue's neck on the computer.

"Oh, yeah. It's a word in an African dialect meaning thief, in a much less friendly way." she said.

"What dialect?" Peter asked.

"Wakanada...? Wa... Wa... Wakanda."

"If this guy got out of Wakanda with some of their trade goods..." Harley said.

"I thought your father said he got the last of it?" Peter said.

"I don't follow. What comes out of Wakanda?" Jennifer asked.

"The strongest metal on earth." Harley said looking at Peter's webshooter.

"Where is this guy now?" Peter asked Harley.

At Salvage Yard, African Coast; Klaue was talking on the phone in his office.

"Don't tell me your man swindled you. I sent you six short range heat seekers and got a boat full of rusted parts. Now, you will make it right, or the next missile I send you will come very much faster." he said, ended the call and connected to another call. "Now, minister, where were we?" he asked and the lights went out causing a commotion in the salvage yard and the twins enter his office. "Yeah. The enhanced. Strucker's prize pupils." he said and picked up a dish of candies from his desk. "Want a candy? Oh, sorry to hear about Strucker. But then, he knew what kind of world he was helping create. Human life, not a growth market." he said and the twins looked at each other. "You...you didn't know? Is this your first time intimidating someone? I'm afraid that I'm not that afraid."

"Everybody's afraid of something." Wanda said.

"Cuttlefish. Deep sea fish. They make lights. disco lights. Whoom, whoom, whoom! to hypnotize their prey, then whoom! I saw a documentary, it was terrifying." he said and Pietro sped over to pick up a candy from his desk, and Klaue jerked at the sudden movement. "So if you're going to fiddle with my brain, and make me see a giant cuttlefish, then I know you don't do business, and I know you're not in charge, and I only deal with the man in charge."

As if on cue, Ultron broke through the glass window and knocked down Klaue.

"There is no "man" in charge. Let's talk business." Ultron said and Klaue gave him some vibranium from his stash. "Upon this rock I will build my church. Vibranium."

"You know, it came at great personal cost. It's worth billions." Klaue said.

Ultron chuckled and remotely put money in Klaue's bank account.

"Now, so are you. It's all under your dummy holdings? Finance is so weird. But I always say, "Keep your friends rich and your enemies rich, and wait to find out which is which.""

"Keener."

"What?"

"Harley Keener used to say that... to me. You're one of his."

"What?! I'm not...!" Ultron said and grabbed Klaue. "I'm not. You think I'm one of Keener's puppets, his hollow men? I mean look at me, do I look like Iron Man? Keener is" he said and chopped off Klaue's arm. "I'm sorry. I am sor- Ooh, I'm sure that's going to be okay. I'm sorry, it's just I don't understand. Don't compare me with Keener! It's a thing with me. Keener is, he's a sickness!"

Then Harley appeared in his Iron Man suit.

"Ahh, Junior." he said, landed and Jane and Spider-Man came up behind him. "You're gonna break your old man's heart."

"If I have to."

"We don't have to break anything." Jane said.

"Clearly you've never made an omelet."

"He beat me by one second." Iron Man said.

"Ah, this is funny, Mr. Keener. It's what, comfortable? Like old times?" Pietro asked.

"This was never my life."

"You two can still walk away from this." Spider-Man said to the twins.

"Oh, we will." Wanda said.

"I know you've suffered."

"Uuughh! Spider-Man. God's righteous man, pretending you could live without a war. I can't physically throw up in my mouth, but..." Ultra said.

"If you believe in peace, then let us keep it." Jane said.

"I think you're confusing peace with quiet."

"Yuh-huh. What's the Vibranium for?" Iron Man asked.

"I'm glad you asked that, because I wanted to take this time to explain my evil plan-" Ultron said and attacks Iron Man, and his drones dropped down to attack Spider-Man and Jane and the Twins joined the fight.

"Shoot them!" Klaue said as everyone else fought.

"Which ones?" his mercenary asked.

"All of them!"

"Move, move, move!" his mercenary said to the men.

The rest of the team, including Stinger and Hawkeye now battle it out with Ultron's drones, Klaue's men, and the twins as Iron Man fought with Ultron.

"Stay down, kid!" Spider-Man said after knocking down Pietro.

"It's time for some mind games." Ultron said to Wanda through a drone.

Then Jennifer heard the commotion as she waited in the Quinjet.

"Guys, is this a Code Green?" he asked.

Wanda used her power on Jane then Spider-Man came up to her.

"Jane! Status?" he said.

"The girl tried to warp my mind. Take special care, I doubt a human could keep her at bay. Fortunately, I am mighty." Jane said.

Then Wanda used her power on Spider-Man and Stinger.

"This is going very well." Ultron said as he packed up the Vibranium.

Wanda tried to sneak up behind Hawkeye, but he quickly turned and put an electric arrow on her forehead.

"I've done the whole mind control thing. Not a fan." he said then Pietro sped in, knocked him down, picks up Wanda and sped off. "Yeah, you better run." he said and saw Spider-Man dropping his helmet and walking off; to the team. "Whoever's standing, we gotta move! Guys?"

Then Stinger saw herself in the facility where young girls were being taught ballet.

"Again." the ballet instructor said to the see e students.

"You'll break them." Stinger said.

"Only the breakable ones. You are made of marble. We'll celebrate after the graduation ceremony." Madame B said.

"What if I fail?" young Cassie asked.

"You never fail."

Spider-Man saw himself in his old apartment and MJ came up to him.

"Are you ready for our date?" MJ asked.

Back to Jane's vision in Asgard. She was watching at her surroundings when Heimdall, eyes milky white, saw her.

"Is it her? Is that the first daughter of Odin?" Heimdall asked.

"Heimdall, your eyes?!" Jane said.

"Oh, they see everything. They see you leading us to Hell. Wake up!" Heimdall said then started to strangling her.

Back to Spider-Man's vision with MJ in the restaurant.

"The fight's over, Peter. You won and we can relax!" MJ said.

Suddenly the restaurant was empty and Spider-Man saw himself sitting with her.

"I can still save you." Jane said.

"We are all dead. Can you not see?" Heimdall asked and she pushed him from her. "You're a destroyer, Odinson. See where your power leads." he said and electricity hit her and spiked around the room, destroying things.

Back to Stinger's vision where is she being trained by Madame B to be an assassin.

"Sloppy. Pretending to fail. The ceremony is necessary for you to take your place in the world." Madame B said.

"I have no place in the world." young Cassie said.

"Exactly."

As Wanda suffered in pain from the electric arrow Hawkeye had hit her with.

"What can I do?" Pietro asked.

"Ah, it hurts." Wanda said.

"I'm gonna kill him. I'll be right back."

"No. I'm over it. I want...I want to finish the plan." she said looking at the Quinjet where Jennifer was waiting. "I want the big one."

Meanwhile Iron Man cornered Ultron in the shipyard.

"Ah, the Vibranium's getting away." Ultron said.

"And you're not going anywhere." Iron Man said.

"Of course not, I'm already there. You'll catch on. But first, you might need to catch Dr. Walters."

Iron Man angrily shot Ultron and flew off to find Jennifer as she Hulk and ready to wreak havoc on the nearest city.

"News or footage, keyword: Hulk." he said and saw news footage of Hulk destroying the city. "Cassie, I could really use a lullaby."

Meanwhile Hawkeye was sitting with Stinger still stuck in her vision.

"Well, that's not gonna happen. Not for a while. The whole team is down, you got no back up here." he said.

"I'm calling in VERONICA." Iron Man said as Hulk wreaked havoc on the nearest city Iron Man came and brought out his Hulkbuster armor to stop him. "Alright everybody, stand down!" he said. "You listening? That little witch is messing with your mind. You're stronger than her, you're smarter than her, you're Jennifer Walters." he said to Hulk and Hulk roared in anger. "Right, right, right! Don't mention puny Walters." he said and Hulk threw a car at and attacked him. "Okay." he said and they started fighting, throwing each other around. "In the back? Dick move, Walters." he said and they battled it out more but he was struggling to beat Hulk. "VERONICA, gimme a hand." he said and as Hulk destroyed one of his arms, VERONICA sent in a new one and he used it to repeatedly punch Hulk. "Go to sleep, go to sleep, go to sleep!" he said picking up Hulk. "Okay, pal, we're gonna get you out of town." he said as they headed towards a building. "No, not that way, not that way!" he said and they crashed through the building. "Come on, Jennifer! You gotta work with me!" he said and Hulk kept battling with him; as he stopped an elevator, to the people inside. "Everybody out! Going to get ugly!" he said after knocking down Hulk. "I'm sorry." he said and Hulk attacked him and pulled out parts of the Hulkbuster armor. "Damage report." he said and the damaged computer buzzed a reply. "That's comprehensive. Show me something." he said and the computer showed him the building ahead was clear of civilians. "How quickly can we buy this building?"

Then he dropped Hulk through the building completely destroying it; at the same time the army arrived to intervene, as Hulk came out of Wanda's mind-hold Iron Man knocked him out cold.

Later everybody was back on the Quinjet, free from their respective visions.

"The news is loving you guys. Nobody else is. There's been no official call for Walters's arrest, but it's in the air." Hill said.

"Stark Relief Foundation?" Harley asked.

"Already on the scene. How's the team?"

"Everyone's... we took a hit. We'll shake it off."

"Well for now I'd stay in stealth mode, and stay away from here."

"So, run and hide?"

"Until we can find Ultron, I don't have a lot else to offer."

"Neither do we." he said, ended the call and switched off the monitor. "Hey, you wanna switch out?" he asked Kate while he flew the Quinjet.

"No, I'm good. If you wanna get some kip, now's a good time, cause we're still a few hours out." Kate said.

"A few hours from where?"

"A safe house."

Later the Quinjet landed outside a large farmhouse and they all walked towards the house.

"What is this place?" Jane asked.

"A safe house?" Harley asked.

"Let's hope." Kate said and they all entered the house. "Honey, I'm home." She said and her wife walked in from the kitchen. "Hi. Company. Sorry I didn't call ahead."

"Hey." Laura said and kissed her.

"This is an agent of some kind." Harley said to Jane.

"Gentleman, this is Laura." Kate said introducing the team.

"I know all your names." Laura said and they all looked at her awkwardly.

"Ooh, incoming." Kate said and her kids, Cooper and Lila, ran in.

"Mom!" Lila said and Kate picked her up.

"Hi, sweetheart!" Kate said kissing the top of Cooper's head. "Hey, buddy! How you guys doing? Ooh..."

"These are... smaller agents." Harley said to the others as they watched with surprise.

"Look at your face! Oh, my goodness!"

"Did you bring Auntie Cas?" Lila asked.

"Why don't you hug her and find out?" Cassie asked and Lila rushed towards her, who picked her up in her arms.

"Sorry for barging in on you." Peter said.

"Yeah, we would have called ahead, but we were busy having no idea that you existed." Harley said.

"Yeah, well Fury helped me set this up when I joined. He kept it off SHIELD's files, I'd like to keep it that way. I figure it's a good place to lay low." Kate said.

"Honey. Ah, I missed you." Laura said.

"How's little Cassie, huh?" Cassie asked touching Laura's stomach.

"She's… Nathaniel." Laura said and Cassie bent towards her pregnant stomach.

"Traitor."

The hallucinations brought on by Wanda continue to creep up in Thor's mind and he walked out of the house.

"Jane." Peter said.

"I saw something in that dream. I need answers, I won't find them here." Jane said and used his hammer to fly away.

Then Peter turned to enter the house when he heard MJ's voice from Wanda's vision.

"We can go home." MJ said and instead of going inside, he turned and walked away.

Meanwhile Laura checked Kate's wound that Pietro had give him.

"See, you worried for nothing. Can't even feel the difference, can you?" Kate said.

"If they're sleeping here, some of them are gonna have to double up." Laura said and Kate laughed.

"Yeah, that's not gonna sell."

"What about Cas and Dr. Walters? How long has that been going on?"

"Has what?" Kate asked and Laura laughed.

"You are so cute."

"Cas and… and Walters?"

"I'll explain when you're older, Hawkeye."

"Oh. Okay."

"It's bad, right? Cas seems really shaken."

"Ultron has these allies, these uh, kids, they're punks really. They carry a big damn stick and Cas took a serious hit. Someone's gonna have to teach 'em some manners."

"And that someone be you. You know I totally support your Avenging, I couldn't be prouder. But I see those guys, those "Gods"..."

"You don't think they need me."

"I think they do. Which is a lot scarier. They're a mess."

"Yeah. I guess they're my mess."

"You need to be sure that this team is really a team and that they have your back. Things are changing for us. In a few months time, you and me are gonna be outnumbered. I need- ...just be sure."

"Yes, ma'am." Kate said, kissed her, then as she put her arm around Kate waist she touched Kate wounded side.

"I can feel the difference."

At U-Gin Genetic Research Lab, Seoul, Korea as Cho entered her lab, she saw Ultron.

"Scream, and your entire staff dies. I could've killed you, Helen, the night we met. I didn't." Ultron said.

"Do you expect a thank you note?" Cho asked.

"I expect you to know why."

"The Cradle." she said and heard her own recorded voice. ""This is the next thing, Harley.""

"This... is the next me."

"The regeneration cradle prints tissue, it can't build a living body."

"It can, you can. You lack the materials. You're a brilliant woman, Helen. But we all have room to improve." he said and used the scepter to mind-control her.

At Kate's house, Cassie and Jennifer were still experiencing the after effects of Wanda's hallucinations; Jennifer walked out of the bathroom and saw Cassie waiting outside.

"I didn't realize you were waiting." Jennifer said.

"I would've joined you, but uh, it didn't seem like the right time." Cassie said.

"They used up all the hot water."

"I should've joined you."

"Missed our window."

"Did we?"

"The world just saw she Hulk. The real Hulk, for the first time. You know I have to leave."

"But you assume that I have to stay? I had this, um, dream. The kind that seems normal at the time, but when you wake..."

"What did you dream?"

"That I was an Avenger. That I was anything more than the assassin they made me."

"I think you're being hard on yourself."

"Here I was hoping that was your job." Cassie said and moved closer to Jennifer.

"What are you doing?"

"I'm running with it, with you. If running's the plan, as far as you want."

"Are you out of your mind?" Jennifer asked and turned away from Cassie.

"I want you to understand that I'm..."

"Cassie, where can I go? Where in the world am I not a threat?"

"You're not a threat to me."

"You sure? Even if I didn't just... there's no future with me. I can't ever... I can't have this, kids. Do the math, I physically can't."

"Neither can I. In the Red Room, where I was trained, where I was raised, um, they have a graduation ceremony. They sterilize you. It's efficient. One less thing to worry about. The one thing that might matter more than a mission. It makes everything easier. Even killing." Cassie said and hesitated a minute. "You still think you're the only monster on the team?"

"What, so we disappear?"

Meanwhile Peter and Harley were chopping wood outside Kate's house.

"Jane didn't say where she was going for answers?" Harley asked.

"Sometimes my teammates don't tell me things. I was kind of hoping Jane would be the exception." Peter said.

"Yeah, give her time. We don't know what the Maximoff kid showed her."

""Earth's Mightiest Heroes." Pulled us apart like cotton candy."

"Seems like you walked away all right."

"Is that a problem?"

"I don't trust a guy without a dark side. Call me old fashioned."

"Well let's just say you haven't seen it yet."

"You know Ultron is trying to tear us apart, right?"

"Well I guess you'd know. Whether you tell us is a bit of a question."

"Walters and I were doing research."

"That would affect the team."

"That would end the team. Isn't that the mission? Isn't that the "why" we fight, so we can end the fight, so we get to go home?"

"Every time someone tries to win a war before it starts, innocent people die. Every time."

Then Laura interrupts them.

"I'm sorry. Mr. Keener, uh, Kate said you wouldn't mind, but, our tractor, it doesn't seem to want to start at all. I thought maybe you might..." she said.

"Yeah, I'll give her a kick." Harley said. "Don't take from my pile." he said to Peter as he turned to leave; referring to his pile of chopped wood. "Hello, Deere. Tell me everything. What ails you?" he said, entered the barn and walked over to the tractor.

Then Fury showed up from the other end of the barn.

"Do me a favor. Try not to bring it to life." he said.

"Ah, Mrs. Bishop, you little minx. I get it, Maria Hill called you, right? Was she ever not working for you?"

"Artificial intelligence. You never even hesitated."

"Look, it's been a really long day, like, Eugene O'Neill long, so how's about we skip to the part where you're useful?"

"Look me in the eye and tell me you're going to shut him down."

"You're not the director of me."

"I'm not the director of anybody. I'm just an old man, who cares very much about you."

"And I'm the man who killed the Avengers. I saw it. I didn't tell the team, how could I? I saw them all dead, Nick. I felt it. The whole world, too. It's because of me. I wasn't ready. I didn't do all I could."

"The Maximoff girl, she's working you, Keener. Playing on your fear."

"I wasn't tricked, I was shown. It wasn't a nightmare, it was my legacy. The end of the path I started us on."

"You've come up with some pretty impressive inventions, Harley. War isn't one of them."

"I watched my friends die. You'd think that'd be as bad as it gets, right? Nope. Wasn't the worst part."

"The worst part is that you didn't."

At Royal Holloway, University of London Jane, dressed in casual clothes, waited for Selvig as he left the building.

"I like the look. If you're going for inconspicuous, though, near miss." Selvig said.

"I need your help." Jane said.

"It's nice to be needed."

"It's dangerous."

"I'd be disappointed if it wasn't."

Back at Kate's house, Fury met with the rest of the team.

"Ultron took you folks out of play to buy himself time. My contacts all say he's building something. The amount of Vibranium he made off with, I don't think it's just one thing." Fury said.

"What about Ultron himself?" Peter asked.

"Ah. He's easy to track, he's everywhere. Guy's multiplying faster than a Catholic rabbit. Still doesn't help us get an angle on any of his plans though."

"He still going after launch codes?" Harley said.

"Yes, he is, but he's not making any headway."

"I cracked the Pentagon's firewall in high school on a dare."

"Yeah, well, I contacted our friends at the NEXUS about that."

"NEXUS?" Peter said.

"It's the world internet hub in Oslo, every byte of data flows through there, fastest access on earth." Jennifer said.

"So what'd they say?" Kate asked.

"He's fixated on the missiles, but the codes are constantly being changed." Fury said.

"By whom?" Harley asked.

"Parties unknown."

"Do we have an ally?" Cassie asked.

"Ultron's got an enemy, that's not the same thing. Still, I'd pay folding money to know who it is."

"I might need to visit Oslo, find our "unknown."" Harley said.

"Well, this is good times, boss, but I was kind of hoping when I saw you, you'd have more than that." Cassie said.

"I do, I have you. Back in the day, I had eyes everywhere, ears everywhere else. Here we all are, back on earth, with nothing but our wit, and our will to save the world. So stand. Outwit the platinum bastard." Fury said.

"Peter doesn't like that kind of talk."

"You know what, Lang?" Peter asked and she smiled mischievously at him.

"So what does he want?" Fury asked.

"To become better. Better than us. He keeps building bodies."

"Person bodies. The human form is inefficient, biologically speaking, we're outmoded. But he keeps coming back to it." Harley said.

"When you two programmed him to protect the human race, you amazingly failed." Cassie said.

"They don't need to be protected, they need to evolve. Ultron's going to evolve." Jennifer said.

"How?" Fury asked.

"Has anyone been in contact with Helen Cho?"

In Korea, Cho was using the Cradle to create a new body for Ultron.

"It's beautiful. The Vibranium atoms aren't just compatible with the tissue cells, they're binding them. And SHIELD never even thought-" Cho said.

"The most versatile substance on the planet and they used it to make a Frisbee. Typical of humans, they scratch the surface and never think to look within." Ultron said and used a laser to break open the scepter's blue gem, and a yellow gem that was inside floats out and lands in his hand.

Then he put it in the head of the body.

Back at the Kate's farm.

"I'll take Cassie and Kate." Peter said.

"Alright, strictly recon. I'll hit the NEXUS, I'll join you as soon as I can." Harley said.

"If Ultron is really building a body..."

"He'll be more powerful than any of us. Maybe all of us. An android designed by a robot."

"You know I really miss the days when the weirdest thing science ever created was me."

"I'll drop Walters off at the tower. Do you mind if I borrow Ms. Hill?" Fury asked.

"She's all yours, apparently."

"What are you gonna do?" Peter asked.

"I don't know. Something dramatic, I hope."

"I'm gonna finish re-flooring that sunroom as soon as I get back." Kate said.

"Yeah, and then you'll find another part of the house to tear apart." Laura said.

"No. It's the last project. I promise." Kate said and kissed her.

Later Laura watched them fly off in the Quinjet.

Meanwhile Jane and Selvig enter into a cave.

"This is it. The Water of Sight." Selvig said.

"In every realm, there's a reflection. If the water spirits accept me, I can return to my dream, and find what I missed." Jane said.

"The men who enter that water, the legends don't end well."

At NEXUS Internet Hub, Oslo, Norway.

"A hacker who's faster than Ultron? He could be anywhere. And as this is the center of everything, I'm just a guy looking for a needle in the world's biggest haystack." Harley said.

"How do you find it?" World Hub Tech asked.

"Pretty simple. You bring a magnet." Harley said and started playfully singing as he typed. "Oh, I'm decrypting nuclear codes and you don't want me to. Come and get me."

Back at the cave with Jane was in the water and went back in his vision with Heimdall.

"Wake up!" Heimdall said and Jane started getting electric charges going through his body.

"Thor!" Selvig said.

In Jane's visions.

"Extinction." Ultron said.

Then Jane saw more. The Avengers, the destruction of Earth then the the Infinity Stones and their vessels.

In Korea with Cho and Ultron.

"Cellular cohesion will take a few hours, but we can initiate the consciousness stream. We're uploading your cerebral matrix... now." Cho said.

"I can read him. He is dreaming." Wanda said.

"I wouldn't call it dreams. It's Ultron's base consciousness, informational noise. Soon..."

"How soon? I'm not being pushy." Ultron said.

"We're imprinting a physical brain. There are no shortcuts. Even if your magic gem is..."

Wanda, reading Ultron's mind, saw a vision of global annihilation, which horrified her and she screamed and fell back into Pietro's hold.

"How could you?" she asked.

"How could I what?" Ultron asked.

"You said we would destroy the Avengers, make a better world."

"It will be better."

"When everyone is dead."

"That is not- The human race will have every opportunity to improve."

"And if they don't?" Pietro asked.

"Ask Noah."

"You're a madman." Wanda said.

"There were more than a dozen extinction level events before even the dinosaurs got theirs. When the Earth starts to settle, God throws a stone at it, and believe me, he's winding up. We have to evolve. There's no room for the weak."

"And who decides who's weak?" Pietro asked.

As Ultron was distracted Wanda breaks the scepter's hold off of Cho.

"Life. Life always decides. There's incoming. The Quinjet. We have to move." Ultron said.

"That's not a problem." Cho said and canceled the upload to Ultron's consciousness.

"Ugh." he said and blast Cho, Wanda and Pietro run off. "Ah, wait, guys!" he said and blast Cho's technicians. "They'll understand. When they see they'll understand. I just need a little more time." he said and unplugged himself from the Cradle.

Spider-Man was on U-Gin Genetic Research Lab roof.

"Two minutes. Stay close." he said to the others.

Inside the lab Spider-Man found Cho wounded.

"Dr. Cho!" he said.

"He's uploading himself into the body." Cho said.

"Where?"

"The real power is inside the Cradle. The gem, its power is uncontainable. You can't just blow it up. You have to get the Cradle to Keener."

"First I have to find it."

"Go."

"Did you guys copy that?" he asked over the Quinjet's comms.

"We did." Hawkeye said.

"I got a private jet taking off, across town, no manifest. That could be him." Stinger said.

"There. It's a truck from the lab. Right above you, Spider-Man. On the loop by the bridge. It's them. I got three with the Cradle, one in the cab. I could take out the driver." he said noticing a truck heading across a bridge.

"Negative! If that truck crashes, the gem could level the city. We need to draw out Ultron." Spider-Man said and jumped onto the roof of the truck.

"No, no, no, no, no. Leave me alone!" Ultron said.

"Well, he's definitely unhappy! I'm gonna try and keep him that way." Spider-Man said and blast the truck door as he tried to enter.

"You're not a match for him, Spider-Man." Hawkeye said.

"Thanks, Bishop." Spider-Man said and Ultron unplugged himself from the Cradle and blast him back onto another car as he tried to enter the truck, but with some maneuvering he managed to get back onto the truck's roof.

"You know what's in that Cradle? The power to make real change, and that terrifies you." Ultron said.

"I wouldn't call it a comfort." Spider-Man said and tried to fight with him.

"Stop it!" Ultron said and Spider-Man's web got caught in his chest, and he smacked it away and fired at him.

"We got a window. Four, three… give 'em hell." Hawkeye said to Stinger.

Then Stinger dropped out of the Quinjet on a bike and rode towards the truck. On her way, Spider-Man saw her, tossed her his webshooter and she caught it.

"I'm always picking up after you boys." she said.

"They're heading under the overpass, I've got no shot."

"Which way?"

"Hard right... Now." he said and she headed over the truck.

Then she threw Spider-Man back his webshooter and he used it to knock Ultron away from him.

"Out of the way, coming through! Sorry, coming through!" Stinger said to the pedestrians on the pavement as she chased after the truck on her bike.

"Come on!" Spider-Man said and kept his battle with Ultron on top of the truck.

"Kate, can you draw out the guards?"

"Let's find out." Hawkeye said.

"Beep beep!" Stinger said to the pedestrians in her way.

Then Hawkeye managed to draw out the Drones from the truck.

"Heading back towards you. So whatever you're gonna do, do it now." she said.

"I'm going in. Spider-Man, can you keep him occupied?"

"What do you think I've been doing?" Spider-Man asked as he kept battling with Ultron on a speeding train.

As Stinger entered the truck the Drones head back, pick up the truck and lift off.

"The package is airborne. I have a clean shot." Hawkeye said.

"Negative. I am still in the truck." Stinger said.

"What the hell are you...?"

"Just be ready, I'm sending the package to you."

"How do you want me to take it?"

"Uhh, you might wish you hadn't asked that."

Meanwhile Pietro and Wanda turned up on the train to help Spider-Man fight with Ultron.

"Please. Don't do this." Ultron said.

"What choice do we have?" Wanda asked and Ultron flew off.

"I lost him! He's headed your way!" Spider-Man said.

"Nat, we gotta go." Hawkeye said and Singer dropped the cradle into the Quinjet but her foot got caught by Ultron and was pulled away.

"Cas! Spider-Man, you see Cas?"

"If you have the package, get it to Keener! Go!" Spider-Man said.

"Do you have eyes on Cas?"

"Go!" Spider-Man said and reluctantly Hawkeye took off in the Quinjet; back to the train. "Civilians in our path." he said and Pietro sped off; to Wanda. "Can you stop this thing?"

As Pietro picked up civilians and moved them out of the way of the train, Wanda used her powers and stopped the train.

After stopping the train Wanda went over to an out of breath Pietro.

"I'm fine. I just need to take a minute." Pietro said.

"I'm very tempted not to give you one." Spider-Man said.

"The Cradle, did you get it?" Wanda asked.

"Keener will take care of it."

"No, he won't."

"You don't know what you're talking about, Keener's not crazy."

"He will do anything to make things right."

"Keener, come in. Keener. Anyone on comms?"

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

Meanwhile Hawkeye had taken the Cradle to Harley and Jennifer.

"Anything on Cas?" Jennifer asked.

"Haven't heard. But she's alive, or Ultron'd be rubbing our faces in it."

"This is sealed tight." Hawkeye said.

"We're going to need to access the program, break it down from within." Jennifer said.

"Hm. Any chance Cassie might leave you a message, outside the internet, old school spy stuff?" Harley asked.

"There's some nets I can cast. Yeah, alright. I'll find her." Hawkeye said and left.

"I can work on tissue degeneration, if you can fry whatever operational system Cho implanted." Jennifer said.

"Yeah, about that." Harley said.

"No." Jennifer said and looked at him.

"You have to trust me."

"Kinda don't."

"Our ally? The guy protecting the military's nuclear codes? I found him." Tony said and brought up the 3D image of Jarvis's consciousness

"Hello, Dr. Walters." JARVIS said.

"Ultron didn't go after JARVIS cause he was angry. He attacked him because he was scared of what he can do. So JARVIS went underground. Okay? Scattered, dumped his memory. But not his protocols. He didn't even know he was in there, until I pieced him together."

"So, you want me to help you put JARVIS into this thing?"

"No, of course not! I want to help you put JARVIS in this thing." Harley said and Jennifer shook her head. "We're out of my field here. You know bio-organics better than anyone."

"And you just assume that JARVIS' operational matrix can beat Ultron's?"

"JARVIS has been beating him from inside without knowing it. This is the opportunity, we can create Ultron's perfect self, without the homicidal glitches he thinks are his winning personality. We have to."

"I believe it's worth a go." JARVIS said.

"No, I'm in a loop! I'm caught in a time loop, this is exactly where it all went wrong." Jennifer said.

"I know, I know. I know what everyone's going to say, but they're already saying it. We're mad scientists. We're monsters, buddy. You gotta own it. Make a stand." Harley said and she shook her head. "It's not a loop. It's the end of the line."

In the Sokovia base Stinger became conscious.

"I wasn't sure you'd wake up. I hoped you would, I wanted to show you something. I don't have anyone else. I think a lot about meteors, the purity of them. Boom! The end, start again. The world made clean for the new man to rebuild. I was meant to be new. I was meant to be beautiful. The world would've looked to the sky and seen hope, seen mercy. Instead they'll look up in horror because of you. You've wounded me. I give you full marks for that. But, like the man said, "What doesn't kill me…"" Ultron said and a bigger body of him destroyed him. ""…just makes me stronger."" he said and locked Stinger in a cell.

Meanwhile Hawkeye got a Morse code message from her and was able to detect her location, at the same time Harley and Jennifer were experimenting on the synthetic body.

"This framework is not compatible." Harley said.

"The genetic coding tower's at ninety-seven percent. You have got to upload that schematic in the next three minutes." Jennifer said then Spider-Man and the twins turned up at the lab.

"I'm gonna say this once." Spider-Man said.

"How about "nonce"?" Harley asked.

"Shut it down!"

"Nope, not gonna happen."

"You don't know what you're doing."

"And you do? She's not in your head?" Jennifer asked.

"I know you're angry." Wanda said.

"Oh, we're way past that. I could choke the life out of you and never change a shade."

"Banner, after everything that's happened-" Spider-Man started but was cut off.

"That's nothing compared to what's coming!" Harley said.

"You don't know what's in there!" Wanda said.

"This isn't a game-" Spider-Man started but was cut off.

"The creature-" she said and Pietro used his speed to destroy the lab equipment.

"No, no. Go on. You were saying?" he said.

Then Hawkeye shot the glass Pietro was standing to stand to destroy it, and Pietro fell through.

"Pietro!" Wanda said.

"What? You didn't see that coming?" Hawkeye asked.

"I'm rerouting the upload." Harley said.

"Go ahead, piss me off." Jennifer said to Wanda, as he grabbed her. "Wait!" he said and after some fighting, Jane entered and hit the cradle with his hammer, sending a powerful bolt of lightning through it that brought the body to life.

They all looked in shock at the new entity.

Vision launched himself at Jane, who threw him at a window, but caught himself right before hitting it.

"I'm sorry, that was...odd." Vision said In JARVIS' voice, as everyone gathered around him. "Thank you." he said to her.

"Jane, you helped create this?" Spider-Man asked.

"I've had a vision. A whirlpool that sucks in all hope of life and at its center is that." Jane said and pointed to the gem inside Vision's head.

"What, the gem?" Jennifer said.

"It's the Mind Stone. It's one of the six Infinity Stones, the greatest power in the universe, unparalleled in its destructive capabilities."

"Then why would you bring it to..." Spider-Man said.

"Because Keener is right."

"Oh, it's definitely the end times." Bruce said.

"The Avengers cannot defeat Ultron."

"Not alone." Vision said.

"Why does your "vision" sound like JARVIS?" Spider-Man asked.

"We... reconfigured JARVIS' matrix to create something new." Harley said.

"I think I've had my fill of new."

"You think I'm a child of Ultron?" Vision asked.

"You're not?"

"I'm not Ultron. I'm not JARVIS. I am... I am." Vision said.

"I looked in your head and saw annihilation." Wanda said.

"Look again."

"Yeah. Her seal of approval means jack to me." Hawkeye said.

"Their powers, the horrors in our heads, Ultron himself, they all came from the Mind Stone, and they're nothing compared to what it can unleash. But with it on our side..." Jane said.

"Is it? Are you? On our side?" Spider-Man asked.

"I don't think it's that simple." Vision said.

"Well it better get real simple real soon." Hawkeye said.

"I am on the side of life. Ultron isn't, he will end it all."

"What's he waiting for?" Harley asked.

"You."

"Where?" Jennifer asked.

"Sokovia. He's got Cas there too." Hawkeye said.

"If we're wrong about you, if you're the monster that Ultron made you to be..."

"What will you do?" Vision asked and looked around at them all. "I don't want to kill Ultron. He's unique, and he's in pain. But that pain will roll over the earth, so he must be destroyed. Every form he's built, every trace of his presence on the net, we have to act now. And not one of us can do it without the others. Maybe I am a monster. I don't think I'd know if I were one. I'm not what you are, and not what you intended. So there may be no way to make you trust me. But we need to go." he said and held up Jane's hammer as everyone stared in shock.

When she took it, he walked off.

"Right." she said and patted Harley on the shoulder. "Well done."

"Three minutes. Get what you need." Spider-Man said to the others.

They all started getting ready to leave while Harley loaded up FRIDAY into his Iron Man suit now that JARVIS is gone.

"Good evening, boss." FRIDAY said.

"No way we all get through this. If even one tin soldier is left standing, we've lost. It's gonna be blood on the floor." Harley said.

"I got no plans tomorrow night." Spider-Man said.

"I get first crack at the big guy. Iron Man's the one he's waiting for."

"That's true, he hates you the most." Vision said and walked past.

"Ultron knows we're coming. Odds are we'll be riding into heavy fire, and that's what we signed up for. But the people of Sokovia, they didn't. So our priority is getting them out." Spider-Man said and Pietro sped into the Sokovian police station.

"We're under attack! Clear the city, now!" Pietro said but no one took this seriously so he returned with a rifle and started shooting in the air. "Get off your asses."

Wanda used her mind powers on the people of Sokovia to get them to evacuate.

"All they want is to live their lives in peace, and that's not going to happen today. But we can do our best to protect them. And we can get the job done, and find out what Ultron's been building. We find Lang, and we clear the field. Keep the fight between us. Ultron thinks we're monsters and we're what's wrong with the world. This isn't just about beating him. It's about whether he's right." Spider-Man said.

Meanwhile Stinger was still inside her cell when she heard Bruce's voice.

"Cassie! Cassie!" Jennifer said.

"Jennifer?" Stinger said and she walked over to her cell.

"You alright?" she asked.

"Yeah."

"The team's in the city, it's about to light up."

"I don't suppose you found a key lying around somewhere?"

"Yeah, I did." she said, held up an alien rifle and blast the cell door open

"So what's our play?"

"I'm here to get you to safety."

"Job's not finished."

"We could help with the evacuation, but I can't be in a fight near civilians. And you've done plenty. Our fight is over."

"So we just disappear?"

Meanwhile.

"Your man's in the church, boss. I think he's waiting for you." FRIDAY said as the city was being evacuated.

Then Iron Man flew into the church.

"Come to confess your sins?" Ultron asked.

"I don't know, how much time you got?" Iron Man asked.

"More than you."

"Uhhh. Have you been juicing? A little Vibranium cocktail? You're looking, I don't wanna say, puffy..."

"You're stalling to protect the people."

"Well, that is the mission. Did you forget?"

"I've moved beyond your mission. I'm free." Ultron said. "What, you think you're the only one stalling?" he asked showing the Vibranium core he's placed beneath the floor erupts.

"There's the rest of the Vibranium. Function: still unclear." FRIDAY said.

"This is how you end, Harley. This is peace in my time."

Then Ultron's army of robots started attacking the city as everyone is evacuating.

"Go!" Spider-Man said.

"Get off the bridge! Run!" Wanda said.

Meanwhile Vision found Ultron.

"Ultron." he said.

"My Vision. They really did take everything from me." Ultron said.

"You set the terms, you can change them."

"Alright." Ultron said and they fought and Vision started working to shut Ultron out of the internet.

"FRIDAY! The Vision?" Iron Man asked.

"Boss, it's working. He's burning Ultron out of the net, he won't escape through there." FRIDAY said.

"You shut me out! You think I care? You take away my world, I take away yours." Ultron said to Vision as he threw him away.

Then he activated the Vibranium core, and the earth around Sokovia started cracking.

"FRIDAY?" Iron Man said.

"Sokovia's going for a ride." FRIDAY said.

"Do you see? The beauty of it, the inevitability. You rise, only to fall. You, Avengers, you are my meteor, my swift and terrible sword and the earth will crack with the weight of your failure. Purge me from your computers, turn my own flesh against me. It means nothing. When the dust settles, the only thing living in this world will be metal." Ultron said as Sokovia raised into the air.

"We gotta move." Jennifer said as the earth shook falling in around them.

"You're not going to turn green?" Stinger asked.

"I've got a compelling reason not to lose my cool." Vision said.

"I adore you." she said. "But I need the other girl." she said and kissed her then pushed her off the edge. "Let's finish the job." she said and she Hulk jumped up in front of her. "I really hope this makes us even. Now go be a hero." she said then was on her back yelling in fright as Hulk got into the city.

Then Hulk went off her and rushed off in the opposite direction.

Meanwhile.

"The Vibranium core has got a magnetic field, that's what's keeping the rock together." FRIDAY said.

"If it drops?" Iron Man asked.

"Right now the impact would kill thousands. Once it gets high enough: Global extinction." she said and he flew towards the city and a building started collapsing as the ground shook. "That building's not clear, the tenth floor." she said and he flew in to find a family still in their apartment.

"Hi. Okay. Get in the tub!" Iron Man said and flew the family in the tub out of the collapsing building

"I got airborne, heading up to the bridge."

"Spider-Man, you got incoming."

"Incoming already came in. Stark, you worry about bringing the city back down safely. The rest of us have one job: tear these things apart. You get hurt, hurt 'em back. You get killed, walk it off." Spider-Man said.

Meanwhile Hawkeye got Wanda out of the way and into a building as Ultron's robots overwhelm them.

"Go, go, move!" Hawkeye said.

"How could I let this happen?" Wanda said and started breaking down.

"Hey, hey, you okay?"

"This is all our fault."

"Who cares. Are you up for this? Are you? Look, I just need to know, cause the city is flying. Okay, look, the city is flying, we're fighting an army of robots, and I have a bow and arrow. None of this makes sense. But I'm going back out there because it's my job. Okay? And I can't do my job and babysit. It doesn't matter what you did, or what you were. If you go out there, you fight, and you fight to kill. Stay in here, you're good, I'll send your brother to come find you, but if you step out that door, you are an Avenger." Hawkeye said and Wanda looked at her. "Alright, good chat." she said, got up and got ready to leave. "Yeah, the city is flying." she said, left and started shooting at the robots.

"I got you! Just look at me." Spider-Man said to the woman Jane threw up at him after her car fell of the edge of a collapsing bridge.

Then he helped her up to safety.

"You can't save them all. You'll never-" Ultron said and threw the attacking robots off the edge of the bridge.

"You'll never what? You didn't finish!" Spider-Man said. "What, were you napping?" he asked as Jane landed on the bridge on the top of another car he was saving.

"Jane! You're bothering me." Ultron said as Jane and Spider-Man fought off the robots.

As Hawkeye fought off the robots, Wanda came out of the building and started using her powers on the robots to destroy them.

"Alright, we're all clear here." Hawkeye said.

"We are not clear! We are very not clear!" Spider-Man said.

"Alright, coming to you."

Then Pietro sped in, picked up Wanda and left.

"Keep up old man!" Pietro said.

"Nobody would know. Nobody." Hawkeye said and aimed an arrow at him. ""The last I saw him, when Ultron was sitting on him. Uh... yeah, he'll be missed, that quick little bastard. I miss him already."" she said and started jogging towards the action.

"Hold your fire!" a soldier said as Wanda used her powers to destroy the robots.

"Lang!" Spider-Man said as Stinger joined them in their battle with the robots.

"Thanks." Stinger said.

Back to Iron Man.

"The anti-gravs are rigged to flip. Touch 'em, they'll go full reverse thrust. The city's not coming down slow." FRIDAY said.

"The spire's Vibranium. If I get Jane to hit it..." Iron Man said.

"It'll crack, but that's not enough, the impact would still be devastating."

"Maybe if we cap the other end, keep the atomic action doubling back."

"That could vaporize the city, and everyone on it."

"The next wave's gonna hit any minute. What have you got, Keener?" Spider-Man asked..

"Well, nothing great. Maybe a way to blow up the city. That'll keep it from impacting the surface if you guys can get clear." Iron Man said.

"I asked for a solution, not an escape plan."

"Impact radius is getting bigger every second. We're going to have to make a choice."

"Spider-Man, these people are going nowhere. If Keener finds a way to blow this rock..." Stinger started but was cut off.

"Not 'til everyone's safe." Spider-Man said.

"Everyone up here versus everyone down there? There's no math there."

"I'm not leaving this rock with one civilian on it."

"I didn't say we should leave." she said. "There's worse ways to go. Where else am I gonna get a view like this?" she said and Spider-Man turned to look at her.

"Glad you like the view, Lang. It's about to get better." Fury said over comms. "Nice, right? I pulled her out of mothballs with a couple of old friends. She's dusty, but she'll do." he said and the Helicarrier show up; cut to interior.

"Fury, you son of a bitch." Spider-Man said.

"Altitude is eighteen thousand and climbing." Hill said.

"Lifeboats secure to deploy. Disengage in three, two... take 'em out." Specialist Cameron Klein said.

"This is SHIELD?" Pietro said as they watched the lifeboats fly in towards them.

"This is what SHIELD's supposed to be." Spider-Man said.

"This is not so bad."

"Let's load 'em up."

"Sir, we have multiple bogies converging on our starboard flank." Hill said.

"Show 'em what we got." Fury said.

"You're up."

Then Rhodey showed up in his War Machine suit and blast one of the robots.

"Yes! Now this is gonna be a good story." he said.

"Yep. If you live to tell it." Harley said.

"You think I can't hold my own?"

"We get through this, I'll hold your own."

"You had to make it weird."

"Alright, let's load 'em up! Alright, here we go. Here we go, let's move. Let's go everyone!" Hawkeye said as the team helped the people onto the Helicarrier lifeboats.

"Number six boat is topped and locked. Or, uh, or stocked, topped. It... it's, uh, full of people." Klein said.

"Incoming!" Hill said and one of the robots crashed in through the Helicarrier window.

"Oh, God!" Klein said and Hill shot at it and Fury stabbed in with a piece of metal, destroying it.

"You think you're saving anyone? I turn that key and drop this rock a little early and it's still billions dead. Even you can't stop that." Ultron said as he tried hitting Jane.

"I am Jane, daughter of Odin, and as long as there is life in my breast, I am...running out of things to say! Are you ready?" Jane said and Vision used her hammer to hit Ultron.

Then he threw the hammer back to her.

"It's terribly well balanced." Vision said.

"Well, if there's too much weight, you lose power on the swing, so."

"I got it! Create a heat seal. I can... I can supercharge the spire from below." Iron Man said.

"Running numbers." FRIDAY said. "A heat seal could work with enough power." she said and he fought off the robots from the Helicarrier's lifeboats.

"Jane, I got a plan!"

"We're out of time. They're coming for the core." Jane said.

"Rhodey, get the rest of the people on board that carrier."

"On it." War Machine said.

"Avengers, time to work for a living."

"You good?" Pietro asked Wanda as the rest of the team joined Jane and Vision.

"Yeah." Wanda said.

"Lang? You and Banner better not be playing "hide the zucchini."" Iron Man said.

"Relax, Shell-head. Not all of us can fly." Stinger said. "What's the drill?" she asked as she joined the rest of the team.

"This is the drill. If Ultron gets a hand on the core, we lose." he said and pointed to the Vibranium core.

Then Ultron showed up.

"Is that the best you can do?" Jane asked and Ultron summoned his army of robots to join him.

"You had to ask." Spider-Man said.

"This is the best I can do. This is exactly what I wanted. All of you, against all of me. How could you possibly hope to stop me?" Ultron said.

"Well, like the old man said. Together." Iron Man said.

"You know, with the benefit of hind." Ultron said and they all collectively fought off his robots with their own respective abilities. He and Vision started battling it out. After a moment, Jane and Iron Man joined him and the combined power was enough to damage Ultron's Vibranium body. "sight-" he said and Hulk interrupted him by knocking him far away and the robots started retreating.

"They'll try to leave the city." Jane said.

"We can't let 'em, not even one. Rhodey!" Iron Man said.

"I'm on it." War Machine said. "Oh, no, I didn't say you could leave. War Machine, comin' at you, right-" he said to the approaching robots. "Okay, what?" he said as Vision flew in and helped destroy the robots.

"We gotta move out. Even I can tell the air is getting thin. You guys get to the boats, I'll sweep for stragglers, be right behind you." Spider-Man said.

"What about the core?" Hawkeye asked.

"I'll protect it. It's my job." Wanda said and Spider-Man, Hawkeye and Stinger left. "Get the people on the boats." she said to Pietro.

"I'm not going to leave you here." Pietro said.

"I can handle this." she said and blast off an approaching robot. "Come back for me when everyone else is off, not before."

"Hmm."

"You understand?"

"You know, I'm twelve minutes older than you." he said and she chuckled.

"Go."

"Boss, power levels are way below opt..." FRIDAY said.

"Re-route everything. We get one shot at this." Iron Man said.

Hawkeye and Stinger were making their way to the lifeboats.

"I know what I need to do. The dining room! If I knock out that east wall, it'll make a nice work space for Laura, huh? Put up some baffling, she can't hear the kids running around, what do you think?" Hawkeye said.

"You guys always eat in the kitchen anyway." Stinger said.

"No one eats in a dining room." Hawkeye said and they reached the lifeboats. "We don't have a lot of time."

"So get your ass on a boat." Stinger said and found she Hulk. "Hey, big girl. Sun's getting real low."

Then Hawkeye got onto one of the lifeboats, but noticed a woman calling out for someone.

"Costel? We were in the market. Costel?!" Zrinka said and Hawkeye ran off to find the boy.

"Jane, I'm gonna need you back in the church." Iron Man said.

"Is this the last of them?" Jane asked referring to the people getting onto the lifeboats; to Spider-Man.

"Yeah. Everyone else is on the carrier." Spider-Man said.

"You know, if this works, we maybe don't walk away." Iron Man said.

"Maybe not." Jane said.

As Stinger tried to calm Hulk down to get her back to being Jennifer Ultron flew in with a jet and started shooting at them.

"I got no strings, so I have fun. I'm not tied up to anyone." Ultron sang.

As Hawkeye was saving the boy, Costel, Ultron started shooting at them. Hawkeye prepared to take the shots to save the kid, but Pietro ran into the line of fire and took the shots to save both of them.

"You didn't see that coming." Pietro said and fell to the ground as he died.

In the church, Wanda sensed his death, causing her to fall in despair, and release a wave of energy destroying all the robots around her.

Meanwhile Hulk dropped Stinger off onto the Helicarrier and then jumped onto the jet Ultron was on.

"Oh, for God's sake!" Ultron said and Hulk threw him out of the jet and he crashed inside a train.

At the same time Hawkeye delivered Costel safely to his sister onto the lifeboat and a man went over to help him with his wounds.

"No, no. I'm fine." Hawkeye said and lied down next to the dead body of Pietro. "Oh, it's been a long day."

Meanwhile Wanda found Ultron.

"Wanda. If you stay here, you'll die." Ultron said.

"I just did. Do you know how it felt?" Wanda asked and used her power to rip Ultron's core out of his body. "It felt like that."

One remaining robot turned the key in the church, and the city started falling.

Then Iron Man fired a powerful blast to the core underneath the floating city.

"Jane, on my mark." he said and Jane brought on a blast of lightning, at the same time Vision flew in, picked up Wanda and flew off with her as the city was being destroyed. "Now!" he said and Jane used her hammer to hit the Vibranium core in the church, destroying the core and the floating city.

"Hey, big guy. We did it, the job's finished. Now I need you to turn this bird around, okay? We can't track you in stealth mode, so help me out. I need you t-" Stinger said to Hulk from a screen as he remained on the jet he knocked Ultron out of.

But Hulk turned off her camera, then sat as the jet flew off to an unknown destination

Meanwhile Vision found Ultron.

"You're afraid." Vision said.

"Of you?" Ultron said.

"Of death. You're the last one."

"You were supposed to be the last. Keener asked for a savior, and settled for a slave."

"I suppose we're both disappointments." Vision said and Ultron chuckled.

"I suppose we are." he said.

"Humans are odd. They think order and chaos are somehow opposites, and try to control what won't be. But there is grace in their failings. I think you missed that."

"They're doomed."

"Yes. But a thing isn't beautiful because it lasts. It's a privilege to be among them."

"You're unbearably naive."

"Well, I was born yesterday."

As Ultron went to attack him Vision used the infinity stone in his head to destroy him.

Later Kate was returning to her family on the farm, followed by Harley driving to the new Avengers facility in upstate New York.

"Say hi to Auntie Cas." Laura said from a video of Kate's new baby on Cassie's phone.

Cassie saw the baby had been named Nathaniel Pietro Bishop.

"Fat." Cassie said.

"One of our tech boys flagged this, splashed down in the Banda Sea. Could be the Quinjet. But with Stark and now Keener's stealth tech, we still can't track the damn thing." Fury said.

"Right."

"Probably jumped out and swam to Fiji. He'll send a postcard."

""Wish you were here." You sent me to recruit him, way back when. Did you know then what was going to happen?"

"You never know. You hope for the best and make do with what you get. I got a great team."

"Nothing lasts forever."

"Trouble, Miss Lang. No matter who wins or loses, trouble still comes around."

"The rules have changed." Peter said.

"We're dealing with something new." Harley said.

"Well, the Vision's artificial intelligence."

"A machine."

"So it doesn't count."

"No. It's not like a person lifting the hammer."

"Right. Different rules for us."

"Nice guy, but artificial."

"Thank you."

"If he can wield the hammer, he can keep the Mind Stone. It's safe with the Vision and these days, safe is in short supply." Jane said.

"But if you put the hammer in an elevator..."

"It would still go up." Harley said.

"Elevator's not worthy."

"I'm going to miss these little talks of ours." Jane said.

"Well, not if you don't leave."

"I have no choice. The Mind Stone is the fourth of the Infinity Stones to show up in the last few years. That's not a coincidence. Someone has been playing an intricate game and has made pawns of us. But once all these pieces are in position..."

"Triple Yahtzee?" Harley said.

"You think you can find out what's coming?" Peter asked.

"I do." Jane said. "Besides this one, there's nothing that can't be explained." she said in reference to Harley.

Jane returned to Asgard, and the Bifrost burns a sigil in the grass he was standing on.

"That man has no regard for lawn maintenance. I'm gonna miss him though. And you're gonna miss me. There's gonna be a lot of manful tears." Harley said as they walked over towards his car.

"I will miss you, Harley." Peter said.

"Yeah? Well, it's time for me to tap out. Maybe I should take a page out of Bishop's book and build Sarah a farm, hope nobody blows it up."

"The simple life."

"You'll get there one day."

"I don't know, family, stability. The guy who wanted all that went in the ice seventy-five years ago. I think someone else came out." Peter said and Harley turned to get into his car.

"You alright?"

"I'm home." Peter said and Harley got into his car and Peter found Cassie standing alone. "You want to keep staring at the wall, or do you want to go to work? I mean, it's a pretty interesting wall."

"I thought you and Harley were still gazing into each other's eyes. How do we look?" Cassie said.

"Well, we're not the '27 Yankees." Peter said and handed her a tablet.

"We've got some hitters."

"They're good. They're not a team."

"Let's beat 'em into shape." she said and they gathered Rhodey in his War Machine suit, Vision, Ned in his Falcon suit and Wanda in a new outfit.

"Avengers...!"