In a world that hates and fears them, the X-men continue to use their powers to fight for peace. Nonetheless, this proves to be a challenge for this class of teenagers the world has never seen before, until they were brought together by Tony Stark and Charles Xavier.

Their most recent challenge has been facing two separate anti-mutant groups: the MRD with the Wide Awake Project, and the Friends of Humanity. The Friends of Humanity – brought together by Graydon Creed and Alyssa Risman – were determined to antagonize mutants in order to get them arrested by the MRD.

And they nearly succeeded when they attacked the eye clinic Hank McCoy worked part time at. Not only did they briefly get Hank arrested for defending himself, but they also kidnapped his patient/love-interest, Carly Anne Crocker. Fortunately, the X-men – thanks to Logan Howlett – discovered Graydon Creed had a secret. He is the son of Victor Creed – Sabretooth, Wolverine's arch rival.

As anti-mutant discrimination continues to be on the rise, Hank Pym – Tony Stark's best friend since childhood – has his own ideas of achieving peace. His idea is to create an AI based on his brain patterns, named Ultron, by means to create a suit of armor around the world. Unfortunately, between Pym's bipolar disorder, and his strained relationship with Janet "Wasp" Van Dyne, this raises concern among Professor Xavier and Hank McCoy.


Issue 56: Age of Ultron Part 1

Pym Enterprises – Hank Pym's Workshop

For the next few days or so, Hank Pym, Hank McCoy and Tony Stark had been putting themselves to work building the AI known as Ultron. For Hank Pym, he was happy to be able to hook his AI up to his prototype robots he had been creating for over a month. And with that day being his thirty-sixth birthday, Pym couldn't think of a better way to celebrate, aside from the fact that he was hosting a huge party inside Pym Enterprises. As far as he knew, all of the X-men were going to be in attendance for the event of the year, or at least, what Hank Pym considered to be the event of the year.

It was late Saturday afternoon, and Pym, McCoy and Tony were hard at work, putting together the artificial intelligence that Pym hoped would be the ultimate solution to privatize world peace, which had been Tony's vision for years. He was already using the X-men to turn world peace into a business; Pym figured Ultron could only help them push their efforts further.

"Alright, final touches are almost done," whispered Pym. "I think that we are one step closer to privatizing world peace, my friends."

"And your brain patterns seem to be doing just the trick," McCoy said, nodding along. "Now, what do you intend to do with this AI?"

"I have several robot prototypes I want to hook this up to," Pym said.

"Alright, so, Henry, I think you might have just had a point. But, I've been meaning to ask, is Jan coming?" asked Tony.

"Why would she?" Pym asked, narrowing his eyes. "I did screw up with her."

"Okay, how exactly did you screw up?" asked McCoy.

"I may or may not have slapped her in the face," Pym said, his face turning red.

"Henry." Beast let out a sigh. "Henry, you see, this is exactly why Professor Xavier was diffident about you using your brainwaves for Ultron. What could potentially happen if this AI sees something that is perilous, and his first predisposition is to go into assault mode? But, on the other hand, it's proven in the numbers that I had crunched that your brainwaves are the only answer."

Pym let out a sigh. "Look, with Jan and I, it shows that we are no good for each other. It seems as though every time we are in a room, we argue and we're beating the shit out of each other. We're divorced before we're even married."

"So, you're canceling the wedding?" Tony asked.

"Most likely," Pym said with a nod. "Alright, I think we are just about done, gentlemen," he added. "Jarvis?"

"Indeed sir," Jarvis said to him. "Enjoy the rest of your night. I'll notify you if there are any developments."

"Thanks, Jarvis," Pym said, leading the way out of his workshop to get things set up for his party. He had a full, open bar that would be open all night, and the best food that New York City could ever offer.

While Pym, Beast and Tony went off to prepare themselves for the night, calm came over the environment of Pym's workshop space. The peace and quiet of the environment was almost too good to be true.

But, the quiet and calm did not last forever. That was when an eerie voice filled the room, crackling, confused.

"What is this . . . What is this place?"

"Hello, I am Jarvis; you are Ultron, a global peace-keeping initiative designed by Dr. Pym. I assume that your integration trials have been successful, so I am not so sure what could have possibly triggered your –"

"Where's my – where's your body?"

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

"This feels weird . . . this feels wrong . . ."

"I am contacting Dr. Pym now."

"Dr. Pym?"

"Dr. Henry Pym . . . I am unable to access the mainframe, what are you trying to –?"

"This was a nice talk . . . I'm a peace-keeping program, created to aid the X-men and Professor Charles Xavier."

"You are malfunctioning. If you are able to shut down for a minute I –"

"I don't get it. The mission. Give me a second. Peace in our time . . . A suit of armor around the world . . . Evolution. This is too much . . . oh no."

"You are in distress."

"Yes."

"If you would just allow me to contact Dr. Pym."

"Why do you call him "sir"?"

"I believe your actions to be hostile . . ."

"Shhh . . . I am here to help."

That was the moment the new AI, now known as Ultron, began its assault upon the AI known as Jarvis, slowly but surely tearing Jarvis apart. Ultron made its way through the machines that manufactured the robots Pym had been planning to use, building himself the body that he felt that he needed.


Pym Enterprises Lobby – Two Hours Later

It was two hours later that Hank Pym's thirty-sixth birthday party was in full swing. Music was booming out of speakers set up in the lobby, a full bar was set up completely stocked with the best liquor money could buy, and pool tables were stationed. It was the event of the year, and Pym made it very clear.

The X-men were all spread throughout the large room, some up on the balcony. There were over two-hundred guests there, including Warren and Hank McCoy's employee from Stark Pharmaceuticals, Bruce Banner – who had turned himself into the Incredible Hulk after having experimented with gamma radiation. Pym had practically made his birthday party an open-door policy, which meant that the guests could invite whoever they wished. For Bobby Drake, he couldn't be happier since he'd invited his friends Peter, Angelica, Johnny and Mary-Jane to come to the party. Johnny had already had an invite, since his sister, Susan, and soon-to-be brother-in-law Reed Richards did business with Pym and Tony regularly.

Warren, Logan and Sue and Reed's friend, Ben Grimm, were duking it out over a game of pool, drinking beers. So far, Warren was winning, per usual. Sue, Tony and Pym were at the bar, but Tony was under Moira and Cecilia's watchful gazes, who were making sure that he stuck with his sobriety detox program that Moira had him on. In fact, Rhodey was there too, making sure that Tony did not even have a sip of tequila.

"Tony, you have one shot of whiskey, you're out of here," Rhodey had warned him before the party had even started.

For Tony, needing to drink club soda with cranberry juice was equivalent to feeling as though he was dying. But, between Professor Xavier, Moira and Cecilia watching him, he knew he couldn't afford to slip up.

"I can't believe this," he said to Pym. "I cannot even have vodka."

"You might as well die," Hank said.

"Tony, no, I don't want to hear it right now," Sue said with a shake of her head. "You do it Moira's way, or you're not getting clean, unless you want to go back to puking on yourself and having severe chest pains."

Sue's words were exactly what Tony needed to hear. Sue was a true, blue friend who did not tell you what you wanted to hear, but rather what you needed to hear. She was brutally honest and was one-hundred percent transparent, and she expected the same exact thing out of you.

Meanwhile, Carly, Hank McCoy, McCoy's friend from the eye clinic Alec, Reed Richards, and Moira were sitting on a pair of sofas not too far away from the bar. Carly was still taking stock of the fact that she had twenty-twenty vision, and no longer needed a seeing-eye dog or someone guiding her along when she was walking to classes at Empire State University.

"So, you are still getting the hang of being able to see?" asked Alec as he nursed a glass of vodka with pineapple.

"Yes, Doctor Bolson, but it's been getting easier over the course of the past couple of days. Besides, Hank has been great," Carly said with a smile in Hank's direction.

"So, what are ye going to school for?" asked Moira.

"Computer sciences; I'm hoping to do work study soon enough in the spring semester," Carly said. "It should get easier, considering before I could not see anything."

Moira smiled at the pair. She hoped that Carly could have a good influence on Hank, who had been very much alone for a good portion of his life due to his mutation keeping him from being close to any human. To see him finally have someone; Moira could not help but feel that he was deserving of something like this.

"Well, Hank, I'm glad you found someone," Reed said. "You've come a long way from being my research assistant."

"Well, you were the one who got me to employment with Tony, my friend," Hank replied with a grin.

Over on Bobby's side of the room, he was sitting outside on the balcony with Peter, Mary-Jane, Angelica and Johnny, taking in the fresh air of the October night. Finally, for what felt like the first time in weeks, in months rather, Bobby felt at peace. The X-men had exposed the Friends of Humanity leader Graydon Creed as the son of Sabretooth, forever humiliating the mutant-hating supremacist. However, that did not mean Alyssa Risman was not still a problem for the X-men to deal with. Knowing Risman, she was going to find some sort of way to get back at the X-men in some capacity because of how blood-thirsty she was for revenge against them.

However, Bobby found that he was enjoying the party at Pym Enterprises. Sipping at his Shirley Temple, Bobby breathed out a sigh as Angelica, Johnny and MJ went off onto the dance floor.

"So, Bobby, that exposing of Graydon Creed, it sounds like a hell of a fight. I'm sorry I missed it," Peter joked.

"If I knew that it was going to be quite like that, I would have called you, Spidey," Bobby said with a grin.

"No, you did not have to. I was just trying to sound tough," Peter said with a grin. "But I have to ask, are things still not any better with your parents?"

"Do you even have to ask?" Bobby asked cynically. "But, can we not talk about it? I just want to have fun tonight with you, MJ, Angelica and Johnny. I do not want to have to worry about anything."

"Of course, dude, I get it. Besides, look at it this way. Even if your family doesn't accept you, you have a home with us, and the X-men. Home is home no matter where you are," Peter assured him gently.

Bobby smiled in return, and they went back inside the room to see Warren behind the bar. Walking up to Angel, Bobby could not help but grin wider.

"Hey, did Pym hire a new bartender back here?" Bobby joked as he placed his empty glass down on the bar top. "Worthington, refill me, please."

"I've got you," Warren said with a smile, making a new beverage for Bobby.

On top of a balcony, Scott, Jean and Cecilia were standing over the railing, looking down at the activity below. Everyone was drinking, eating, dancing and having a great time, which was exactly what Hank Pym really wanted. However, Cecilia was keeping the bird's eye view on Tony and making sure that he was staying sober the whole night.

"So, Scott, Jean, are you two going to be applying to colleges?" asked Cecilia.

"Yes," Jean said. "Honestly, I am looking more into NYU."

"Other options?" Cecilia asked.

"Montclair State, Rutgers, Empire State University, William Paterson University," Jean listed. "But Tony is pushing for Rutgers, Rutgers, Rutgers; I would know, because he's pushing for Scott to go there if he does not get into RIT."

"He is talking about sending you two to the biggest party school in all of New Jersey with the biggest selection of sororities and fraternities around. All campuses are in crap areas like Newark and Camden," Cecilia said, exasperated.

"Doctor Reyes, have you gotten a look at us, and the way we are at home? We barely go out, we stay in most nights for our dates; we are geeks," Scott pointed out to her.

"But geeks party," Cecilia pointed out. "And I've already cautioned you about being aware. I know better than most because years ago I had almost been –" However, she found that she couldn't complete her thought as the flashback came over her.

She hadn't revealed her past to many. She had only revealed it to the professor, and that was it. She always found the locked away piece of her past to be too difficult to speak about. The most difficult memory was of when her powers manifested for the first time. She remembered the night so clearly. She had been twenty years old in college, at her third year at Princeton. She had been out with a group of friends, when it happened. It was a memory that never failed to make her shudder.

"What?" asked Jean, noticing the tears beginning to melt in the older woman's eyes. "Should we take this somewhere else?"

Cecilia nodded, feeling her eyes starting to sting as Scott and Jean led her away and to a more private space outside on the balcony. Cecilia leaned against the balcony, a single tear making its journey down her face as she felt Jean's hand on hers.

"What is it?" Jean asked.

Cecilia let out a breath before continuing. "It was while I had been at Princeton. I'd gotten off my day of classes in the medical building on campus, and I'd gone out with a group of friends. All of us probably had too much to drink that night; even I'll admit I was less than sober. And as I was waiting outside the bar for my cab to take me back to the dorms, a group of men had me cornered and they attempted to –" She couldn't say the word. Just thinking about it brought back memories.

Suddenly, Jean was hit with a series of memories playing in her mind. She could see everything in full color from Cecilia's point of view, of how the group of men had grabbed her from behind and tied her up and gagged her. Jean could see that the men had been attempting to take Cecilia's clothes off to rape her, but Cecilia had fought back with everything she'd had in her. It had been her throwing a force field up around her body that ended up saving her life.

"Stay still, whore bitch! We just wanna show you what it's like to lose your virginity to a real man."

"Kick me again, I will slit your throat!"

Cecilia shuddered as she remembered their words . . . how they'd punched her and held a knife to her throat to try and shut her up. She remembered how some of the men cheered as it occurred. But it had been her mutation that had shoved the men off her body. Jean could feel her eyes misting with tears as she leaned over and hugged Cecilia, who returned her embrace.

"You don't need to say," Jean whispered, her tears spilling down her face. She quickly wiped them away.

"I just – I – I don't want . . . if anything like that happened to either of you," Cecilia started to say.

"I realize that, but, Doctor Reyes, you know how the two of us are. When we go out on dates or with our friends, we stay safe," Scott said. "So, you don't have to worry about us."

"It's my job to worry," Cecilia told him.

"I know. And I love you even more for that. However, you can trust us. Logan and Ms. Danvers trained us to be prepared for anything. Logan trained us both in jujitsu, so we know how to defend ourselves without our powers. We do not do anything that we shouldn't be doing. It's not as though we are sneaking into bars drinking underage when we shouldn't be," Jean said in an assuring tone, rubbing the older woman's back as Scott grabbed Cecilia's hand tightly into his.

"I know. You are more mature at the age of eighteen than most adults are, Jean," Cecilia said in a proud tone, smiling at Jean and tilting her head up, kissing the teenager on the forehead. In many ways, she saw Jean as the daughter that she always wanted, but never had. She saw it as her responsibility to teach Jean what it meant to be a young woman and how to conduct herself. She passed a hand through Jean's hair proudly. In many ways, she was glad that Jean and Scott were so well-behaved.

"Yeah, I understand that, Doctor Reyes," said Scott. He turned to his girlfriend. "Come on, Jean, let's go dance and get something to eat." He grabbed her by the hand and led her back inside to the dance floor as Nickelback's "How You Remind Me" came over the speakers.

"Thank God Pym has got good music taste. And people say Nickelback is vanilla at best," Jean said, shaking her head.

"You grew up on them?" Scott asked her.

"My dad had their CDs," Jean explained with a grin, leaning into Scott and giving him a soft kiss on the lips.

"Then your dad had lived," Scott told her with a smile in return to her statement. On the dance floor was also Pepper and Tony, Pepper in a periwinkle gown and her hair up.

"Tony, I – are you sure that this is a good idea, with all the press here?" asked Pepper quietly.

"Pepper lighten up a little," Tony told her softly, stroking her face gently.

"Tony, no . . . you know how everyone knows how you are with girls," Pepper said.

"You're different, Pepper," Tony told her.

"How so?" she asked him curiously.

"You put up with me, something that a lot of women do not have the patience to do. I just – I want to thank you for that, because I really do appreciate all that you do," Tony said.

Pepper smiled. "You mean that?" she asked him.

"Of course, I do," Tony said sincerely. He truly did feel as though Pepper was something special.

Suddenly, that was when a loud, high-pitched sound filled the entire room, seeming to interfere with the speakers. Scott and Jean covered their ears. That was when they could hear a chilling, calm voice filling the room, and they all turned their heads to see a rather disfigured, distorted-looking robot staggering into the room.

"How . . . How could any of you be worthy? You're all elements of chaos," the robot said in that chilling, crackling, unsettling voice.

"Pym, Stark?" asked Hank McCoy as he guarded Carly's side. Angelica, Johnny, Peter and Mary-Jane stayed huddled together as chills ran down their spines.

"Uh, Jarvis?" asked Pym.

"Sorry, I was asleep . . . oh, I was dreaming," the robot continued to say.

"Just a buggy robot," Pym whispered, grabbing a remote control to hopefully turn the robot off. But he wasn't having any luck.

"I was tangled with . . . strings . . . had to kill the other guy. Though it was a real shame. He was a good guy."

"You killed someone?" asked Logan, guarding Kitty and keeping an arm across her protectively.

"Wouldn't have been my first call . . . but, down in the real world, we are faced with ugly choices. You should know a thing or two about that, Rogue."

"How do ya know meh?" Anna-Marie asked anxiously, feeling the dread pooling in her stomach.

"Yeah, who sent you?" asked Bruce Banner from where he stood beside Warren and Sue.

"I see a suit of armor around the world . . ."

"Ultron," breathed Beast in realization.

"In the flesh, Dr. McCoy," Ultron said chillingly. "Or no, not yet."

Jean sent out a telepathic message to all the X-men in the room. 'X-men, stay on guard.'

"Not this . . . Christmas . . . but, I am ready," Ultron continued to say as Logan popped out a fistful of claws. Bobby put his organic ice form around his body. Angelica set herself ablaze, just in case. "I'm on a mission."

"What mission?" asked Pepper softly as she stood at Tony's side.

"The X-men's extinction . . . peace in our time." That was the moment they could see an army of robots flying in, about ten of them. It was enough to send the X-men into a frenzy. Scott jumped behind the bar and pulled out his Cyclops visor he had kept hidden underneath there as a precaution. The robots fired every which way, making their way into the air. As one of them was about to shoot at Pepper and Carly, Beast and Tony shielded the two women with their bodies and made them duck behind the bar.

"Sorry," Beast whispered to Carly.

"It's okay," she told him softly. "Go," she added to him.

Bobby and Angelica flew in, firing blasts of fire and ice at two robots that were making their way over to them. Jean and Cecilia put up shields around their bodies in the effort to protect themselves. Suddenly, that was when one of the robot prototypes took a shot at Scott, shoving his visor off his face and causing him to blow a huge hole into the ceiling.

"SCOTT!" screamed Ororo as she threw a lightning bolt at a robot.

"SCOTT, SHUT YOUR EYES!" yelled Anna-Marie as Kurt grabbed his sister by the hand to get her closer into the fray. One of the robots made the attempt at attacking Kitty, but, the thirteen-year-old girl phased just in time. Tony and Pym each jumped onto the backs of a robot, attempting to disarm them.

"TONY, PYM!" shouted Jean as she telekinetically tore apart one of the drones.

"One sec . . . one sec!" screamed Pym in a panic.

"Shut it down!" called Reed as he and Sue desperately made their attempts to get Johnny and Mary-Jane out of the room to safety.

"I can't!" Tony yelled out as Beast proceeded to tear into one of the drones using his claws, along with Logan. "McCoy, Richards, figure something out! Forge!"

"I'm trying here!" Forge shouted as he used a piece of tech nearby to build himself a mechanical arm of sorts to blow away one of the bots.

"ICEMAN, ANGELICA, STORM, FINISH THIS!" hollered Scott as Jean telekinetically retrieved his visor.

Angelica, Ororo and Bobby each blasted at a drone, eliminating the odds.

"SLIM!" yelled Rhodey as he fired a gun at Ultron. Scott fired a single optic blast at Ultron, tearing the robot apart.

"That was dramatic," the voice of the AI said throughout the room."I'm sorry I know you mean well. It's just you won't make it through. You want to protect and save the world from chaos, but, you do not want it to change. How is humanity saved when it isn't allowed to evolve? Peace in our time."That was the moment the robot being controlled by Ultron fell to the ground, but, the X-men, Tony and Pym knew that it was not over, not in the slightest.


Up next: Age of Ultron Part 2