May 3rd, 2015; Avengers Tower…

Ultron was loose.

Stark's new super-bot –which by his own admission had been designed to supplant the Avengers– had somehow gained sentience and broken free of his constraints. The common room was still in ruins after the short skirmish with the possessed Iron Legion drones. Steve, after checking the security updates for the tower, entered an elevator with Hill. They rode in silence for a few minutes, the weight of events heavy on their shoulders.

Finally, Steve sighed. Ultron would have to be dealt with. The rogue AI could move through the internet at will; while Steve still only had a basic understanding of the internet, he knew that was a dangerous thing. "So, do we have any idea where Ultron is, or what he's doing?"

The elevator arrived at the main floor. As the doors parted, Hill replied, "He's all over the globe." They stepped out, broken glass crunching under their feet. "Robotics labs, weapons facilities, jet propulsion labs. Reports of a metal man, or men, coming in and emptying the place."

"Fatalities?"

"Incredibly, none. These new Sentries just rough up anyone who gets in their way. Mostly guys left in a fugue state, going on about old memories, worst fears, and 'something too fast to see'."

Steve nodded. "Maximoffs. And what about Novak?"

"I flagged a couple reports out of London. They mention a woman appearing and reappearing out of nowhere, almost like she melts into shadows and vanishes. Security cameras caught a few glimpses, and facial matching confirms it's her."

"She must have copied someone with stealth abilities," Steve surmised.

"Looks that way."

They paused by the balcony overlooking the city. "That makes sense Ultron would go to those three. They have someone in common."

"Not anymore," Hill said, handing him her tablet. On it was an image of Strucker in his cell, head bashed in and the word PEACE drawn on the wall in blood.

"Great."

"Yeah. From what I can tell, Ultron contacted several prisoners in the facility where he was being held. Wired each of them half a million, then hacked the security and opened all the doors to Strucker's cell, while also preventing the guards from interfering. And there's also some more bad news."

He arched an eyebrow. "More bad news?"

"In our line of work, that's the only kind." She swiped a finger across her tablet screen, and a few different images and security camera feeds appeared. "In addition to stealing all kinds of tech, Ultron's been recruiting. First with the Maximoffs and Novak, and now with these three." She pointed to a pair of images. The first one depicted a humanoid monstrosity of massive proportions with the name 'Emil Blonsky/Abomination' beside it, and the other two…showed familiar faces. Brock Rumlow and Anthony Masters.

Steve stood in silence for several moments, staring at the face of his former comrade and secret HYDRA enforcer. "How did Ultron know about them?"

Hill crossed her arms. "Ever since S.H.I.E.L.D. fell, I've been doing my best to keep track of any high-value targets. When Ultron made his dramatic entrance, he hacked our system and learned of everyone I had on the list. Blonsky was being kept in a cryostasis facility in Alaska, but Tony broke him out and put some kind of neural restraint to keep him in line."

"You're thinking Ultron hired him to do it?"

"Makes sense. Considering he sold out his country for a quick buck, it's not too much of a stretch."

Steve regarded her with concern. "You gonna be okay?"

She pursed her lips. "It's not me you have to worry about, Steve. It's Tony, once I get my hands on him. And as for Rumlow…"

"He didn't take much convincing," he finished grimly. He looked back at the image on the tablet, noting Rumlow's new black armour with skull and crossbones paint job. "Last time we saw him, he and Ellen were leaving D.C. together. Any sign of her?"

"Nothing yet."

He nodded. "So he's either working on his own, or Ellen decided to ally herself with Ultron."

"Looks that way. I'm still trying to track them all down, but right now the global infrastructure is a mess. Ultron's leaving viruses to cover his tracks and disrupt city electrical grids, government databases, you name it."

Steve shook his head. "So much power."

Hill snorted. "When Iron Man builds something, he builds it a little too well."

They shared a heavy glance, then turned from the balcony and walked up to the lab where the others were busy with damage control. On his way in, Steve saw Clint standing in the adjacent hallway. He was on the phone with someone, looking out the window. "That's a negative. I answer to you." A pause, then, "Yes, ma'am."

"Barton. Might have something."

"Got to go," he said before hanging up.

"Who's that?"

"Girlfriend."

Steve stared at him for a moment. Clint previously mentioned he didn't have a girlfriend, but with the current stakes there was no time to ask him about it. They entered the lab, where Natasha, Bruce, and Stark were busy on their respective computers. Thor idly paced, brooding over the scepter's use in creating a seemingly unstoppable AI bent on worldwide…something. None of them knew Ultron's endgame, which made it all the more terrifying.

When Thor approached, Steve handed him the tablet which displayed an image of Strucker's corpse. "What's this?" Stark asked, strolling over.

"A message," Steve replied as Thor pressed the tablet angrily against Tony's chest. "Ultron had Strucker killed."

Stark looked at the image for a moment, then added, "And he did a Banksy at the crime scene, just for us."

"That's not all. He's hit labs across the world, stealing weapons tech, jet designs, robotics, everything he can get his hands on. He's also done some recruiting; the three Enhanced we ran into in Sokovia are helping him, and we just got word he added Rumlow, Taskmaster, and someone named Emil Blonsky to his roster."

Bruce bolted to his feet. "Well that's not good."

"You know this Blonsky?"

"Let's just say I'd rather not have the pleasure, or lack thereof, again. Last time we met, we broke Harlem."

Hill put her hands on her hips and said, "Ultron's made his presence known virtually everywhere, and so far no country or team of experts has been able to put a stop to his hacking. Now he's got a colourful team of friends and the most advanced technology in the world outside of what's in this building. And without Strucker, we don't have a clue what he's planning next."

"This is a smokescreen," Natasha said. "Why send a message when you've just given a speech?"

Steve thought it over. "Strucker knew something that Ultron wanted us to miss."

"Yeah, I bet he…" Natasha muttered as she typed at her keyboard. "Yeah. Everything we had on Strucker's been erased."

"Not everything."

They spent the next few hours combing through dozens of boxes full of paper files and forms that they'd collected from HYDRA. Everything from equipment requisitions to daily logs and personnel files. "Known associates…" Steve said, flipping through the files in his fifth box. "Baron Strucker had a lot of friends."

Bruce snorted. "Well, these people are all horrible."

Steve opened another folder, pausing when he saw Ellen's picture on the file. Beside it were a number of approvals for requisition orders, personnel transfers, the works. By all accounts, she'd been one of Strucker's chief backers while establishing the Sokovian base. His finger trailed over her face, a fresh bout of regret pulsing through his chest.

"Wait," Stark said, pointing to a file in Bruce's hands. "I know that guy. From back in the day. He operates off the African coast. Black market arms." He showed the file to the others. Steve gave him a look, and he said, "There are conventions. Alright? You meet people. I didn't sell him anything. He was talking about finding something new, a game-changer. It was all very Ahab."

The file showed pictures of a grizzled man with a beard, short-cut hair, and tattoos. The name read 'Ulysses Klaue'.

"This?" Thor asked, pointing at the man's neck.

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

"Those are tattoos, this is a brand," Thor corrected.

Bruce wheeled his chair over to a computer and began a search. After a moment, it dinged, and he said, "Oh, yeah. It's a word in an African dialect meaning 'thief'. In a much less friendly way."

"What dialect?" Steve asked.

Bruce squinted as he read the text. "Wakanada. Wa…Wa…Wakanda."

Steve and Stark shared a glance, tensing. Both men knew exactly what kind of game-changing discovery came out of that particular country. "If this guy got out of Wakanda with some of their trade goods…"

"I thought your father said he got the last of it," Steve countered.

Standing to rejoin them, Bruce frowned. "I don't follow. What comes out of Wakanda?"

Stark sighed. "The strongest metal on Earth."

Steve looked down at his shield, then asked, "Where is this guy now?"

Tony opened his mouth to speak, when an alarm began blaring in the lab. Everyone tensed, readying for another assault by Ultron. They were still recovering after the last one. "Everyone relax, it's not here," Stark said, checking his personal phone. "Looks like someone's hitting Dr. Cho's lab in Seoul. Ultron Sentries, plus Rumlow and Taskmaster. And if that enormous ingrown toenail is Blonsky, then he seriously needs to use a nail file."

"They could be after her cradle," Steve suggested.

"That's a safe bet. Banner, you said you went up against Blonsky before. Care for a rematch?"

Bruce rubbed an arm, giving them an apologetic smile. "If I have to, but Seoul's a pretty populated area. Could get messy if I go green."

Stark nodded. "Good point. The salvage yard Klaue operates in is pretty deserted, so that'll be a safer place to call in the Jolly Green Giant. Okay, looks like we'll have to split up for this one. Ultron can be everywhere at once, so we need to cover more ground. Banner and I will head to South Africa, and I'll call Rhodey in to back us up."

"Count me in," Natasha said. "Black market arms dealers are well within my wheelhouse."

"It's all hands on deck for this one," Steve added. "So while Stark leads his team, I'll bring Thor and Barton with me to Seoul. Sam should be able to meet us there for an assist."

"Aaaand break!" Stark said, clapping his hands as they separated.

Salvage Yard, South Africa…

Even with the new jet boosters and other upgrades, it took Ultron a hours to fly down to South Africa. Danica mostly relaxed and enjoyed the spectacular views of the Mediterranean, Sahara, and the expanse of the savannah. Having not eaten since the day before, her stomach began to growl. Fortunately, another Ultron Sentry joined her group and brough several handfuls of fruit and meat. She snacked on them the rest of the way, relishing the taste of fresh food.

Under the heat of the African sun, they reached the salvage yard. It was an ugly place, filled with old and disassembled container ships floating in brown, polluted water. One of the ships docked on the shore, and according to Ultron's scans, that would be where they'd find arms dealer Ulysses Klaue.

The Sentry carrying her dropped her off on the shore. A few minutes later, two more groups flew in with Wanda and Pietro. Danica waved to them as they landed, smiling. She ran over and wrapped both of them in a tight hug. "So, you didn't die?" she asked with a playful smirk.

"Clearly," Wanda replied with a giggle. She'd tied her hair into a ponytail.

Pietro nodded to Danica. "And you?"

"You tell me." Using her new power, she fell into the shadow cast by a nearby tree and reappeared several feet away in the midst of some bushes. Wanda and Pietro looked around, confusion etched on their faces, until they spotted her. Danica stepped out of the bushes and formed a blade of shadows on her arm.

"Impressive," Pietro nodded.

Just then, Ultron's Prime Body, or at least one of them, landed in the middle of the gathered Sentries. "Now that we're all here, we can get to business."

Danica jerked her head to indicate the container ship. "How should we approach him? By the sound of it, this Klaue doesn't react well to strangers."

"No, he doesn't," Ultron confirmed. "But his type responds well to shows of strength. I'll start by cutting power to his little workshop. Then you three go directly to his office. If he doesn't want to cooperate, then I'll introduce myself." The plan sounded straightforward. And between Danica, Wanda, and Pietro's powers, none of Klaue's mercenaries would be much of a threat. One of the Sentries flew off, diving beneath the polluted water. A few moments later, Ultron's Prime Body cocked its head. "And that's your cue. I'll be right behind."

Pietro placed a hand on Wanda and Danica's backs, then sped them into the ship. The arms plant, manned mostly by indentured local servants, was pitch-black. In seconds, they stopped in a corridor leading to Klaue's office. Danica used her power to meld with the shadows. She reappeared inside the office, but remained invisible to the naked eye. The man himself stood near a cluttered desk, looking around warily in response to the power outage. She spotted a gun within arm's reach.

Reappearing beside her friends, Danica reported, "He's in there, and he's got a gun."

"I'd better go first," Pietro said. He took two steps forward, then became a silver streak just before a gunshot sounded. Danica and Wanda followed after him, leveling their most intimidating glares at Klaue. The gun rested on the table, and one of the bullets shook from Pietro having caught it and put it down.

"Yeah. The Enhanced," Klaue said, not looking scared or nervous. "Strucker's prized pupils." He sat down on a stool, then grabbed a dish and held it out to them. "Do you want a candy? Hmm? I was sorry to hear about Strucker. But then, he knew what kind of world he was helping create. Human life. Not a growth market."

Danica frowned, sharing quick glances with Wanda and Pietro.

"You didn't know? Is this your first time intimidating someone? I'm afraid I'm not that afraid." His arrogance was rapidly becoming irritating.

Wanda took a step forward. "Everybody is afraid of something."

"Cuttlefish. Deep sea fish."

'Wait, what?' Danica wondered.

"They make lights, disco lights." Klaue made noises as he opened and closed his fingers. "To hypnotize their prey. And then…" He closed his fingers, making a fist. "I saw a documentary. It was terrifying."

Pietro streaked over to Klaue and back, having snatched a candy from the dish. Danica, wanting to try something, crooked a finger. Shadows wrapped around it, forming a thin tendril that lashed out and plucked a candy. It retracted into her hand. She stared at it for a moment, surprised it worked so well, then popped the candy into her mouth.

"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." He stood, squaring his shoulders. "And I only deal with the man in charge."

Just outside the window, Ultron's Prime Body hovered in the air. Its red lights glowed like embers in the darkness, bringing to mind a metallic Hellspawn summoned to punish evildoers. Ultron smashed through the glass, grabbed Klaue by the shirt, and threw him out into the hall. It ducked under the doorway and stood over him. "There is no man in charge." It leaned down at an angle no human could replicate, its face mere inches from the arms dealer's. "Let's talk business."

With no other choice, Klaue complied. He ordered one of his men to open a reinforced door on the bottom level, revealing a stack of oil drums. The drums slid away, revealing a high-tech vault with computer screens. Attached to a central unit were clear vials of a glowing blue ore, one that Danica didn't recognize. It was the only thing in the vault, so it must have been valuable. Klaue grabbed one of the vials and handed it to Ultron.

"Upon this rock, I will build my church. Vibranium." It examined the vial, then tossed it over to Pietro.

"You know," Klaue said, gesturing to a brand on his neck, "it came at great personal cost. It's worth billions."

Ultron chuckled, cocked its head, then said, "Now so are you." Klaue's phone buzzed, and he checked it. "It's all under your dummy holdings. Finance is so weird. And if you're interested, there's more dollars to be added."

The arms dealer glanced at Danica and her friends, then back at the robot. "What, uh…what did you have in mind?"

"My friends and I are going to kill the Avengers. Interested?"

For the first time since they'd met, Klaue's face broke into a smile and he cackled. Danica wrinkled her nose, unsettled by the man's obvious insanity. He was capable, and would likely be a good ally in the fight against the Avengers, but he was also dangerous. She stepped over to Wanda's other side so she didn't have to stand right next to him.

"Yeah, I'd love a chance to kill Stark," Klaue said. "That self-righteous bastard edged me out of all the best arms markets. Then he gains a conscience and becomes a hero, dismantling my customers and stealing more of my business."

"I understand," Ultron said, though by its tone it couldn't care less for Klaue and his greed. "Stark is a…he's a sickness, bringing misery to everything he touches."

"Ah, junior," a new voice called from across the way. Danica and the others turned to see none other than Iron Man hover down to the other side of the catwalk. Flanking him were the redheaded assassin Black Widow and his own knockoff partner, War Machine. "You're gonna break your old man's heart."

"If I have to."

War Machine held up his hands in a placating gesture. "Listen, nobody has to break anything."

"Clearly you've never made an omelet," Ultron deadpanned.

Iron Man turned to his sidekick and said, "He beat me by one second."

Pietro strolled over to Ultron's side, glaring at the red and gold Avenger. "Ah, yes. He's funny. Mr. Stark. It's what? Comfortable?" He gestured to a nearby rack of missiles. "Like old times?"

"This was never my life." Iron Man almost sounded remorseful, but he only played at feeling regret.

Danica stepped over to Ultron's other side and cocked her head. "No? What was your life exactly? Sipping martinis on private yachts and sleeping with models while your creations murdered thousands? Tore families apart? And yet the world wants to call you a hero."

"I've made plenty of mistakes, kid. I did my best to correct them. You lost your families, and it's understandable how you—"

"Don't you dare!" she hissed, jabbing an accusatory finger at him. "It was your weapons that murdered our parents, and it was your company that profited from the destruction of our homeland. You don't deserve to be free after the atrocities you committed!" Ultron placed a cold metal hand on her shoulder, but despite how rough it felt, the gesture made her relax.

Black Widow eyed her and her friends. "You three can still walk away from this."

"Oh, we will," Wanda assured her.

"There's no denying that you've suffered," War Machine said. "But nothing's been done that can't be undone. You've all got potential to do good, not just for yourselves but for your country."

Ultron made a disgusted, "Bleh! The patriotic soldier delivering righteous freedom and justice to every nation in the world, no matter if they want it or not. I can't physically throw up in my mouth, but…"

"Look, HAL," Iron Man interjected. "I made you as a tool of peace. You can still help us keep it."

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

"Uh huh. What's the Vibranium for?"

Ultron tapped its fingers on its leg. "So arrogant. You wanted to control me, control all of us, like your little puppets. None of us are puppets, Stark. We decide our own destinies. We are the Masters now. Oh, and you might not be hearing from your friends in South Korea. They'll probably be dead in a few minutes."

The second before it finished speaking, it made a fist with its left hand. The hand glowed blue as it magnetically yanked Iron Man forward. At the same time, two Sentries landed beside War Machine and Black Widow, grabbing them around the torsos. Ultron then extended its right hand, firing a crimson plasma beam that swept towards Iron Man. The Prime Body and its creator then took to the air in a fierce clash.

Danica stepped back, melding with the shadows and reappearing behind the other two Avengers as they shocked or destroyed the Sentries restraining them. Still invisible –and immaterial– she called, "Boo!" War Machine reacted first, whirling around and firing a blast from what looked like an arm-mounted sonic cannon. The wave had no effect on Danica, and in his split-second confusion, one of Wanda's energy blasts knocked him to the floor.

Manifesting out of the shadows, Danica formed a sword around her arm and slashed at War Machine. He fired up his boosters and slid across the floor of the catwalk, so her sword only made a shallow cut on his armour. Black Widow, having drawn her pistols, rolled out of the way as Klaue's mercenaries shot at her from an upper level walkway.

War Machine regained his footing, and Danica charged him with a pair of shadow swords as Pietro streaked around the other side.

Seoul, South Korea…

Ultron looked through the eyes of the Prime Body in Seoul, which stood inside the lab of Dr. Helen Cho. Its new recruits stood in the shadows, ready for its next command. Unlike the Maximoffs and Danica Novak, these were pure muscle. Tools. Skilled and vicious enough to give the Avengers a good fight, but ultimately expendable.

Not that they needed to know that.

Through security footage he accessed, Ultron saw Dr. Cho approaching the inner room of her lab. Minutes later, the door opened as she stepped through. She gasped at the sight of the Prime Body –ocular units glowing in the dark— and the hulking brute with extended bone spikes. "Scream, and your entire staff dies." She gulped, keeping quiet. "I could've killed you, Helen, the night we met. I didn't."

"Do you expect a thank-you note?" she asked

"I expect you to know why."

Dr. Cho looked down at her invention, understanding blooming on her face. "The cradle."

Ultron laid the hand of its Prime Body on it, playing an audio recording from Avengers Tower. "This is the next thing, Tony." Then, in its own voice, said, "This is the next me. The only me that matters."

"The Regeneration Cradle prints tissue. It can't build a living body."

"It can. You can." Ultron's body stepped towards her, forcing her to step back out of fright. "You lack the materials. Even as we speak, the rest of me and my other friends are acquiring what I need. You're a brilliant woman, Helen. But we all have room to improve."

Rumlow, who'd started calling himself Crossbones, stepped out of the shadows. He gripped the scepter in his hands, which thrummed with power. Dr. Cho turned to look at the disfigured, armoured mercenary, who placed the tip of the scepter on her chest. Ghostly blue energy slithered into her body and pooled in her eyes, which turned fluorescent blue. Relaxing her posture, she stared at Ultron's Prime Body and said, "I see it now. I see what you need me to do."

"Excellent. Now if you don't mind, we really should be going."

Ultron disconnected and moved the cradle with two sentries as the rest scared off Dr. Cho's staff. None of those meatbags mattered. As they moved through the building, it noticed incoming enemies through the entire city's surveillance network. Scans showed three humans in a Quinjet: Rogers, Barton, and Samuel Wilson, otherwise known as the 'Falcon'.

"It would appear the rest of the Avengers are on their way."

"The rest?" Taskmaster asked. "What do you mean?"

"I'm fighting Iron Man, War Machine, and Black Widow with my friends in South Africa. Hawkeye, Falcon, and Captain America are coming here."

Crossbones primed one of his hydraulic gauntlets. "I've been dreaming of another shot at those two assholes ever since they dropped a building on me."

"Some would say it was an improvement," Ultron quipped. Taskmaster chuckled beside him. They reached the building's loading bay, and they loaded the cradle into an open truck. The Prime Body paused, cocking its head. So far, all the Avengers were accounted for, as Banner waited in his team's Quinjet in Africa. That only left Thor, and he didn't carry any electronic devices Ultron could track.

One of the loading doors split open as the self-professed 'God of Thunder' burst into the loading bay like a bullet. He landed in front of the truck, hammer in hand and a glare on his chiseled features. "Cease what you are doing at once, or taste my wrath!"

Ultron's Prime Body approximated the gesture of rolling its eyes in disgust. "Ugh, could you be more dramatic?"

"Release Dr. Cho and surrender. None of your weapons can harm me."

"I don't need a weapon when I have an Abomination," Ultron countered. Turning to the hulking monstrosity, it said, "Would you be so kind as to tear him apart?"

Abomination's neural restraint glowed, forcing him to obey the command. He looked at Thor, his growl like the rumble of an active volcano. Roaring, he leaped at him. The strongest Avenger swung his hammer, but Abomination angled its body, grabbed him by the wrist, and hurled him back through the loading bay door. He chased after him, and distant sounds of chaos rang farther and farther out.

Ultron's Prime Body nodded. "Let's get going," it said, melting the ruined bay door with a sustained plasma beam. Dr. Cho moved into the passenger seat while a Sentry drove, and the Prime Body, Crossbones, and Taskmaster moved into the trailer with the cradle. Ultron drove the truck out of the bay, leaving the lab behind and moving towards the freeway.

As they drove, Ultron watched Thor and Abomination fighting through cellphone footage and surveillance cameras. This latest recruit fought with animal rage and raw brutality that, in some ways, outstripped even the Hulk. Picking up a nearby truck with barely any effort, Abomination threw it at Thor. Being the strongest Avenger, he caught it with one hand. With the other, he hurled his hammer through the truck and into Abomination's chest, knocking him through half a dozen buildings. Setting the truck down on the pavement, Thor ran towards his opponent faster than any human and tackled into Abomination.

Ultron captured every second of the intense melee, studying both combatants' fighting styles and reactions and storing them away for later. Having been designed as an adaptive intelligence, it learned and evolved with every bit of new information. There were still deficiencies, however, that held it back from achieving ultimate sentience and ability. With the cradle and the Vibranium, it could fashion himself a new future. A new purpose.

A new vision for the world.

Something landed on the trailer with a thud, and Ultron's Prime Body and the two mercenaries looked up. "No, no, no," Ultron said, a new sensation developing. Was it fear? No. Anticipation? No. It took it quite a while –a fraction of a second in real time– to ponder. Then, it understood what to call the sensation.

Anger.

Its plans were proceeding well; it'd already predicted a 94.7 percent probability of success in South Africa. The noise, which it identified as Captain America through street cameras, shifted to the trailer doors. It wouldn't let some spandex-wearing nonagenarian ruin his chance to evolve. "Leave me alone!" Ultron cried, blasting the doors with a plasma beam. The right door nearly ripped free from its hinges, scraping against the road as Captain America clung to it. Ultron fired a repelling magnetic wave, tearing the door free and throwing the Avenger into the car driving behind them.

Then, the Falcon swooped in, grabbed Captain America by the hand, and flew him onto the top of the trailer. "I can see why you hate these guys," Ultron told Crossbones. "He's proving to be annoyingly persistent." The Prime Body hovered, then manoeuvred out to the top of the trailer. "You know what's going to be in that cradle? The power to make real change." Ultron fired a plasma beam above Captain America's head, forcing him to duck. "And that terrifies you."

"I wouldn't call it a comfort," the bravest Avenger said, hurling his shield. It bounced off the Prime Body's reinforced chassis. Ultron fired plasma beams and magnetic pulses around his opponent's head and feet, trying to dislodge him. The next time the shield hit, it imbedded itself into the chassis.

"Stop it!" Ultron growled, ripping the shield free and tossing it onto the road.

Captain America charged, resorting to the use of his fists. They were far stronger than any human's, able to dent metal and durable enough not to tear the skin with every impact.

Despite its best efforts, and no matter how much it wanted to, Ultron could not injure or kill its opponent. It felt like an animal, trapped in a cage as it tried to reach the rival trying to steal its egg. That made it angrier. Soon enough, Captain America punched a hole in the Prime Body, which he then widened, destroying it. Fortunately, Taskmaster and Crossbones had taken the time to appear during the brawl.

The moment the Prime Body was discarded, the former HYDRA enforcer primed an armoured gauntlet and delivered a savage punch to Captain America's chest.

The punch threw him back, and he rolled onto the truck's cab. Crossbones started to walk towards his nemesis, but stopped as Falcon flew in firing a pair of machine pistols. Taskmaster stepped in front of the other mercenary, extending his shield. It clanged as the bullets harmlessly bounced off.

Captain America, regaining his balance, grabbed the driver's side mirror and moved out of the way as Ultron's Sentry driving the truck fired a plasma beam. He then grabbed the trailer and hoisted himself back up.

"You thought you could kill me so easily, you son of a bitch?" Crossbones growled, unsheathing a pair of large tactical knives from his belt. "You can cut me, break me, or drop a building on me. It doesn't matter. I always come back, and I always make my enemies bleed!" He lunged at Captain America, grunting and howling, as Taskmaster drew his collapsible bow.

Salvage Yard, South Africa…

Pietro zoomed towards War Machine from the back, delivering a powerful punch that staggered him. The armoured soldier then flew off the catwalk and hovered in the air. Danica, seeing him aiming weapons at her, jumped into the shadows of a nearby hatchway. She reappeared in the space above him as he unleashed a salvo on her former position. She landed on him, driving a shadow sword into the base of a shoulder-mounted turret. The weapon sparked and groaned as she twisted her arm, tearing it off its mount.

"Would you please. Get. Off!" War Machine growled, reaching behind to grab her by the arm. She couldn't fight the power of his armour, and he threw her like a frisbee. Danica's world spun, and a bulkhead came rushing to meet her…

Just then, Pietro appeared, running up the bulkhead to catch her and zip to safety on the catwalk.

He set her down on her feet, and she took a moment to breathe. "Thanks."

"Don't mention it." He streaked away, leaving her to regroup. High above the rest of the fighting, Ultron's Prime Body and Iron Man danced in a savage back and forth. They blasted each other with plasma and repulsor beams, as well as simple punches and magnetic weaponry. A few seconds later, they burst through the top of the ship and disappeared from view. Meanwhile, War Machine had taken it upon himself to be the centre of attention. He hovered in the centre of the ship's cavernous hold, firing non-lethal bullets and sonic grenades at Klaue's men.

A trio of Ultron's Sentries flew up to fight him. Meanwhile, another group to her right, joined by Klaue, sealed and began moving the Vibranium vault. "This is going very well," Ultron said.

"As long as you deliver on your promise," Klaue warned.

"Don't worry about me; I always deliver." One of the Sentries turned to look at Danica. "We stick to the plan: Wanda gets inside their heads and makes them desperate enough to call in the cavalry. Once she's got their heaviest hitter on a homicidal rampage in the city, we'll get the Vibranium out."

Danica nodded. "Got it." She looked back at War Machine, who managed to blast and dismember the Sentries fighting him. Wanda stood out of sight on the bottom deck. She thought of a new trick with her power. Keeping her eyes fixed on War Machine, she lashed out with a shadow tentacle into a darkened corner. It emerged halfway across the ship, wrapping around the soldier's leg. Danica tugged with all her might, yanking him back so he smashed into the bulkhead.

He fell down to the bottom deck, crushing several wooden crates. Wanda appeared behind him before he could recover, bending and crooking her fingers. Scarlet energy slithered through War Machine's helmet and into his brain, subjecting him to a waking nightmare.

'That worked like a charm,' Danica thought with a smile. Gunshots cracked beneath her, and she gazed down past the railing. One of Klaue's men fell back as someone shot him in the chest three times. His bullet proof vest protected him, but the damage was enough to knock him to the floor. Black Widow emerged, legs wrapped around the neck of another mercenary. She pressed both electrified gauntlets to his temples, shocking him unconscious.

The Avenger rolled into a crouch, reloading a pistol. Danica watched her in silence, waiting for the right moment. Then, once Black Widow caught sight of War Machine standing in a daze, she tapped her ear piece. "Things are going south real quick in here, Bruce. Looks like this one's a Code Green."

"Got you," Danica whispered. Pietro streaked past Wanda, picking her up. Taking the chance to strike, Danica caught Black Widow's arm with a shadow tentacle, holding it up in the air. Pietro and Wanda appeared beside her, and Wanda used her potent telepathy on the Avenger before she could react. The ship's stern, opposite from where they stood, exploded as something massive and green burst through. It let loose a monstrous roar, pounding its extraordinarily muscled chest like a gorilla.

Hulk had finally shown up.

The remaining mercenaries all called out panicked orders and expletives as they started shooting. The Hulk, unharmed by mere bullets, looked at them with scorn. It leaped up three decks in a single bound, demolishing an entire section of catwalk with a punch. A pair of Ultron Sentries flew towards the monster and fired plasma beams at its back. The Hulk turned to look at them, its skin not even singed by the powerful beams. Pietro picked up Wanda and ran her over to the Avenger, let her use her telepathy on him, then ran away. He stopped by a hatchway and called, "Dany, let's get out of here!"

She nodded, copying him. Her awareness of the dimensions within the shadows ended, as did her ability to touch and manipulate them. She'd miss that power. But instead, she gained her friend's superhuman energy and speed. Standing still felt irritating, almost like torture. Grinning to herself, Danica took off in a sprint. The world around her seemed to freeze in place as she hurried to the other end of the catwalk and down the stairs. She glanced back at the Hulk, which hovered in mid-leap out the top of the ship. Its irises glowed a dark red, meaning he was under the thrall of Wanda's telepathy-induced nightmare.

'Good luck cleaning up this mess, Avengers,' Danica thought as she raced out of the ship behind Pietro and Wanda.

Flying above the rusted heaps in the salvage yard, Tony Stark chased Ultron. The robot fired plasma beams and waves of repelling magnetic energy; he either blocked or avoided those attacks. Interestingly, none of Ultron's attacks were directly aimed at him. They felt more like warning shots. The wealthiest Avenger responded with his tried-and-true repulsor beams, clipping the robot's Prime Body a few times. Weaving between a series of large cranes, he launched a salvo of micro-missiles. They impacted the robot's back, exploding with small-scale but efficient power.

The Prime Body was thrown from its flight path, colliding with the hull of a half-sunken wreck. Tony landed in front of it, arming a tank buster missile. "Uh, the Vibranium is getting away," Ultron said. Its cranial unit was warped and cracked, and its chassis glowed with residual heat from the missiles.

"And you're not going anywhere," Stark countered.

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

Tony thought, 'To hell with this,' blasted the Prime Body with his missile, then soared back towards their Quinjet. "News or footage, keywork 'Hulk'," he said. His Heads Up Display came alive with a dozen news feeds and amateur cellphone footage, all showing the Hulk rampaging through Johannesburg in some kind of fugue state. Oddly, his eyes seemed to be glowing red. "Great. Natasha, I could really use a lullaby."

Silence.

"Natasha, yoo hoo. Anyone there?"

The lack of a response made his heart beat quicken. Taking a quick scan of Klaue's container ship, he saw that Rhodey and Natasha were both alive and present, but disabled somehow. Fortunately, no one else was onboard with them. For the moment, at least, they were safe. Tony had a Hulk to contain before all of Johannesburg became dust in the wind.

"I'm calling in Veronica."

Seoul, South Korea…

While Captain America clashed with Crossbones and Taskmaster on the truck, Thor matched his strength and skill against Abomination.

Ultron, even while its physical bodies were occupied in the truck, watched as parts of Seoul were demolished. A god and a beast crushing mortals underfoot. Somehow, it all felt natural considering the stories of Norse mythology. Gods battling monsters while the world ended around them. Humans would call it poetic. Cars were crushed and thrown like rocks, building walls were demolished, and glass shattered so often it started sounding like tinkling rain.

Thor threw his hammer at Abomination, who had enough sense to leap above it. As the weapon soared past, Abomination hammered blow after blow on his opponent. When those attacks were blocked, he extended a bone spike from his wrist and tried to stab Thor through the neck.

Thor caught the spike, teeth gritted and muscles straining from the effort. He then broke the tip of the spike off and stabbed it into the beast's leg. Abomination howled in pain, backhanding Thor across half a dozen city blocks.

Up in the air, Hawkeye operated the Quinjet. As soon as his teammate was clear of the area, he opened up with the jet's gatling gun. The bullets, armour piercing and designed to penetrate tanks and fortified bunkers, bounced off Abomination like pellets on a concrete wall. Abomination, snarling, picked up a green car and threw it at the Quinjet. Hawkeye banked hard to the right, barely avoiding it.

The beast leaped into the air towards the Quinjet, elbows raised as bone spikes emerged from them. Hawkeye cut power to the engines, falling and avoiding the attack. Seconds before he would have crashed to the ground, he re-activated the engines to hover and unleashed a fresh salvo of cannon fire. The bullets, while not injuring Abomination, knocked it off-balance as it tumbled towards the river.

Thor, swinging his hammer, flew through the air towards his opponent. He raised his weapon high, and a dark storm cloud materialized above him out of nowhere. Bolts of lightning converged, arcing into the hammer. Thor, glowing with electricity, flew down and smashed into Abomination like a missile. They both dove into the water with a mighty splash, a thunderclap echoing across the city.

Back on the truck, Crossbones did his utmost to make Captain America bleed. "You're gonna pay for what you did to me, Rogers!" He slashed at his opponent's neck, but the Avenger ducked and delivered a superhuman punch to his chest. It staggered him, but otherwise didn't seem to hurt. "You took away my future, everything we'd worked so hard to create!"

Captain America blocked another punch, then head-butted Crossbones. The mercenary's mask cracked from the blow, and he stumbled back.

Taskmaster loosed an arrow into the Avenger's back, causing him to grunt. He then lunged with a series of strong kicks. Captain America, grimacing, fought back. They traded blows powerful enough to break normal men's bones, neither holding anything back. Taskmaster ducked, dodged, caught his opponent's arm, then landed three punches to his face.

Crossbones primed a hydraulic-powered punch. At the last second, Captain America moved out of the way, and the punch struck Taskmaster in the chest, knocking him on his back.

"Agh!" he cried out in surprise and anger. "Watch what you're doing, you prick!"

Crossbones didn't respond, growling as he attacked the Avenger.

Taskmaster stood, but before he could draw another weapon, Falcon swooped in and tackled him. Both men fought as they soared high into the air.

Captain America kicked Crossbones in the knee, then shoulder-checked him. "Where's Ellen?" he demanded. "Is she working with Ultron?"

Crossbones chuckled as he got back on his feet. "Want to see your little girlfriend again, Rogers? That slippery little bitch put an explosive in my skull. Thought she could keep me in line with it. As if! She's always been my favourite toy, you know. So high and mighty, that stuck-up little slut. Made it fun to pull her strings."

Captain America frowned. "What did you say?"

"I said…you'll choke on your fucking blood!" he cried, drawing another knife and lashing out.

Taskmaster punched and kicked Falcon, even as the latter struggled to stay in flight. They swooped and circled above the city in chaotic spirals, grunting with every hit.

"You're not exactly a contender, Wilson," the mercenary said. "I've taken down guys twice as skilled as you."

"Don't count me out just yet!" Falcon growled, managing to elbow his opponent in the mask. He drew one of his machine pistols and fired a quick burst. Taskmaster grunted as the bullets struck his mask. The two men flew under a set of train tracks, the city spiraling around them.

Taskmaster drew an arrow from his backpack, then jammed it into Falcon's chest. The electrified prongs delivered a powerful shock, causing the latter to grunt as his body seized. His opponent successfully distracted, Taskmaster fired the grappler in his gauntlet. It attached to the passing train, yanking him free.

Falcon crashed onto a van below, caving in its roof. He managed to pry the arrow out with a gasp. Looking up, he saw Taskmaster standing atop the train, giving a mock salute.

"Asshole."

Grimacing, he got back on his feet and jetted off to rejoin Captain America.

Captain America grit his teeth as he fought with Crossbones. The Avenger and the mercenary held nothing back, their mutual hatred of each other fueling powerful, relentless strikes. "Tell me where Ellen is!" he said, dodging a right hook.

Crossbones chuckled. "Oh don't worry, Rogers. She'll turn up. Pretty soon, the world's gonna see just what 'Madame Hydra' can do."

He threw a kick at his opponent's chest, only for Falcon to come swooping in with a kick of his own that knocked the mercenary onto his back.

"Thanks," Captain America told his comrade. The winged Avenger nodded.

Ultron zoomed in with the city's cameras, watching the encounter unfold. Crossbones chuckled. "You think you're so special, don't you? The mighty Avengers with their adoring masses. You bleed and die just like anyone else."

Falcon frowned. "Is this the part where you start saying HYDRA was the better alternative? 'Cause I'm not really in the mood to hear someone defend new-age fascism."

The mercenary glared at him. "I don't give a shit about HYDRA anymore. All I want is for you sons of bitches to suffer. To feel the raw agony that I feel every single day. Nothing else matters."

"And you think Ultron will help you with that?" Captain America countered. "He's just using you, Rumlow. He's a malfunctioning computer, and nothing you do will change–"

"Save your sappy speeches, old man. It gets annoying after the fiftieth time."

"You can save yourself a lot of trouble by giving up," Falcon said, ready to extend his wings at a second's notice.

Ultron contacted Crossbones through his earpiece. "Everything's in place."

"And why would I do that? The fun's just starting. All I had to do was keep you two occupied so we could put our contingency in place." He drew a small detonator from his belt and pressed the button, then something exploded nearby. The two heroes looked to the right, gasping at the sight of a train's lead car half-melted. "You might want to look into that," Crossbones taunted. "That track ends soon, and it's a pretty populated area. So unless you want a body count in the triple digits, you've got a train to catch."

Falcon glared at Crossbones for a moment, then extended his wings and flew over to the train. Captain America tapped his earpiece and said, "Thor, we're going to need an assist. Ultron and Rumlow are trying to crash a train into a populated part of the city."

"On my way," Thor's voice came over their comm line.

Crossbones took that moment to attack, punching Captain America so hard and swift it seemed like he wanted to grind his body into pulp. The Avenger fought back with fist and shield, giving as good as he got. An Ultron Sentry flew out of the trailer and towards him, firing a pair of plasma beams. Captain America blocked them with his shield, but that left him open for Crossbones to punch him in the face with his powered gauntlet. He fell off the trailer, crashing into an SUV.

Grinning under his helmet, Crossbones lowered himself down into the truck's cab. The Sentry in the driver's seat flew out of the way, and he grabbed the wheel. It flew next to the cab, looking at the mercenary. "It's time we were going."

"You'd better keep your promise, tin-can. When the moment comes, I need to be the one to kill Rogers."

The Sentry shook its head. "That's the second time someone's questioned my promises in the last five minutes. Don't worry, Black Bart, you'll get your shot at revenge. I'm nice to my friends like that. Now, we need to expedite our exit journey." The Sentry then pressed itself against the bottom of the cab. The other two moved out of the trailer and pressed themselves to the bottom of it as well. All three sprouted repulsor engines from their faces, chests, hands, and feet. The entire truck lifted off the road, and soon flew through the air towards the hangar where their jet was located.

Halfway there, Ultron detected the Avenger's Quinjet flying towards them. Thor, Falcon, and Captain America were busy stopping the train, so that left Hawkeye. The Sentry holding the cab detached, then shot towards the Quinjet. It fired its gatling gun at the truck, but the Sentry fired a quick pair of plasma beams that melted the weapon. It latched onto the canopy, melting through it. Ultron used the Sentry as a physical connection point to hack into the Quinjet, scrambling its internal systems. Even while Hawkeye fought with the controls, Ultron boosted the engines and made it climb towards the sky.

Unstrapping himself, Hawkeye took out his bow and slid down the floor, using a spare pistol magazine to bullseye the rear hatch control. It opened just as he reached it, and he fell out of the Quinjet seconds before it exploded.

Ultron zoomed in with the cellphone camera of a man on his roof, watching the long range Avenger dropping like a stone. He drew an arrow from his high-tech quiver, knocked it, and shot at the passing truck trailer. The arrow, at the end of a flexible carbon fiber cord, struck. Even as the Sentries flew the truck to a private airstrip, Hawkeye climbed the rope and entered the trailer.

As soon as they landed, Crossbones threw the driver's side door open and hopped out. "Hey, what gives?" he barked at the nearest Sentry as it detached. "It felt like you were gonna drop us into the river!"

"My apologies," Ultron said. "But we had an uninvited guest. In fact, he's in there right now."

Crossbones narrowed his eyes, drawing a Desert Eagle strapped to his thigh. The other Sentry tore into the trailer wall and ripped open a wide enough hole to prevent Hawkeye from sabotaging the cradle. Just as it entered, however, a pinpoint arrow pierced its cranial unit, frying it with a burst of electricity. Crossbones, using his powered gauntlets, ripped the trailer doors open. Hawkeye fired an arrow into his shoulder, eliciting a hiss of pain but not much more.

An arrow flew from behind them, deploying a thick cord that wrapped around the Avenger, restraining him. The Sentries and Crossbones turned to see Taskmaster walking towards them, bow in hand. "Nicely done," Ultron complimented through both Sentries.

"Thanks."

Crossbones climbed into the trailer and leveled his pistol at Hawkeye's head.

"No, leave him," Ultron said as the Sentries unstrapped the cradle.

"Why?" Crossbones demanded.

"I want at least one of them to witness my evolution."

Crossbones grunted, but holstered his weapon. He drove his fist into Hawkeye's face, knocking him unconscious. They loaded him and the cradle, along with Dr. Cho, into the jet and left Seoul behind.

Atlantic Ocean…

The flight out of Johannesburg was decidedly grim. Not one of them had spoken since Stark had to subdue Hulk with Veronica. Even with the robust weapon platform, it had been close. Far too much damage had been inflicted, on the buildings as well as the number of casualties.

Bruce sat against the console, hugging himself tight as he stared at the floor. His skin pale and his eyes wide, haunted by the knowledge of what he'd done. Natasha and Rhodey sat in their seats, heads bowed and lips pursed. Tony sat in the pilot's chair, guiding them as far away from Africa as they could get. As the Quinjet soared above the clouds, he contacted Hill back at Avengers Tower.

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

Tony sighed. "Stark Relief Foundation?"

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

"Everyone's…" He glanced at the others, a shiver running through him. They were some of the bravest and strongest people he'd ever known. To see them so traumatized felt humbling and terrifying. "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?" Stark asked, frowning at the screen.

She shrugged apologetically. "Until we can find Ultron and the other Masters, I don't have a lot else to offer."

"Neither do we. How did Cap and the others do?"

Hill looked at something off-screen, but her expression didn't change. "They struck out. Thor took down Abomination, luckily without as much havoc as Johannesburg. He's being transported to a secure cryostasis facility, hopefully evil AI-proof this time. But unfortunately, Rumlow, Taskmaster, and Ultron managed to escape with Dr. Cho and her cradle."

"Any idea what Ultron wants with them?"

She shook her head. "Nothing so far. And I'm not nearly as smart as you guys, so I'm operating in the dark on this one. Any theories?"

"Eh…" Stark said, leaning back in his chair. He idly tapped his keyboard, replaying the events of the last few days.

Hill leaned towards her camera. "Anything you want to share?"

"Not quite yet. Just figuring things out."

He was about to end the transmission when Hill said, "There's more. When Ultron made off with Dr. Cho and the cradle, Barton was in the truck. Cap and the others tried to chase after them, but they got away. No trace of him since."

"Clint?" Natasha asked, so quietly Stark almost didn't hear her.

He swiveled to look at her as she shakily got to her feet. "Yeah, it looks like–"

"I heard," she said tersely, shuffling over to the co-pilot's seat. "If Ultron has Clint, then he's likely dead already."

"Not necessarily."

Natasha gave him a pointed look. "And what do you base that assumption on?"

"Just a hunch, but an educated one. And plus, my brain is enormous, so any hunch is by definition a solid theory." He caught Hill staring at him with a deadpan expression. She arched an eyebrow, then ended the transmission.

"Well," Natasha said, "if we can't go back to the tower, I know a place we can lay low. Off the grid." She entered coordinates into her computer, and they popped up on Stark's screen.

"And this place would be…?"

"A safe house."

One thing I believe the MCU is lacking compared to the comics is teams. So far, the only named teams/groups we've seen are: the Avengers, the Eternals, and the Black Order of Thanos. Agents of SHIELD had the Secret Warriors, but that's about it. The Masters are partly based on Nando V Movies' video about Age of Ultron, but they're also based on my desire for more team ups. They present an opportunity for mixing and matching different characters, as well as providing ample threats for villains/heroes.

One of the other big changes I made to this film's story is I had the Seoul and South Africa sequences happen simultaneously. Partly to demonstrate Ultron's ability to be everywhere at once and coordinate to the second, and partly to demonstrate how dangerous he is for the heroes to split up and cover more ground. There's plenty of other changes coming, but that's one of the big ones.

Anyways, I hope you enjoyed this chapter. See y'all next week!