Next Avengers Heroes of Remnant

ESKK: Well new chapter people let's get this show on the road as we enter deeper into the Ultron Uprising.

(Start the Chapter Opening Prologue)

'There came a day unlike any other, when Remnant's mightiest heroes, Huntsmen, and Huntresses had found themselves united against a common threat, to fight the foes no single hero could withstand. And on that day the Avengers were born.'

'The invincible Armored Iron-Heart, Torunn Princess of Storms, The Incredible Hulk; strongest one there is, and Captain Vale: The First Avenger.'

(Start Opening Sequence)

*Insert Boku No Hero Academia/My Hero Academia OP 1: The Day English Dub Nathan Sharp

The song began as light shined down revealing the images of Thor, Captain America, The Hulk, and Iron-Man as they stood facing the light side by side. The Big Four or the original Four Avengers were famous to many who knew their tale. With them Summer Rose stood as it seemed a wind was blowing as the five were overshadowing five others. Torunn, James, Forest, Weiss, and Ruby stood in the shadow of Thor, Captain America, Hulk, and Iron-Man respectively as if they were just waiting to step out of their predecessor shadow.

-You see the sun rise! A new day upon you! You bite your nails and! Your knees start to tremble-

The four began to stand up in full combat uniforms ready to jump into battle. They looked to the ones whose names they carry with them into battle as they each began to reach for the fallen heroes one by one. James reached for Captain America, Ruby reached for Summer Rose, Forest reached for the previous Hulk, Torunn reached for Thor, and Weiss reached for Iron-Man.

-The time is upon you! To show them what you can do! And soon they will know that! The day has come!-

As they reached for their predecessors almost as if they sensed them the five turned to those behind them. As they reached the image shattered to show the Avengers crest before it switched over to the team Assembling. Then it began to show them all falling from the sky one by one. OF course right now it was only James and Ruby falling as the screen began to list off the other teams. Particularly RWBY, JNPR, CFVY, and the Avengers. When it showed RWBY Weiss was shown to be in her Iron-Heart Armor with Rapier in a free hand while Blake was dressed in a black outfit fit for the infamous 'Black Widow,' and Yang was on her bike Bumblebee. Next was JNPR as it showed Jaune as he was stepping into a large bulky armor similar to Iron-Heart but more combat based, then it showed Nora as she picked up Mjonir laughing like the insane yet random girl she was, and Pyrrha leading them similar to James, then it showed CVFY but as normal save for Velvet who was holding a potted plant that had a face on it.

-Late into the night I hear it storming! And end to the rain! Is what I pray and I'm hoping! Now I feel the pressure of the city! Oh how it eats me whole!-

Torunn was in the middle of the forest as her sword was stabbed into a stone. It was storming before she was seen grabbing her sword and raising it to the ready with thunder strikes about. Next was James as he sat alone in a church of sorts until the doors opened and from it Ruby walked in. She sat next to him and the two ended up looking to the American Flag held by Captain America himself.

-So many names and faces! Sleepless nights spent in unknown places! And every day I walk straight into the great unknown!-

The scene showed Weiss in a part for high class before it switched to her in her lab and then donning the Iron-Heart armor into the sky. It then showed Forest as he ran away from Atlas knowing everyone was after him for the actions of the Hulk.

-I'm not to blame! I'm gonna take a stand! You say my name! I'm telling you to reach out and finally take my hand!-

The scene then began to show a run of Blake and Francis as the new Black Widow and Hawkeye as they infiltrated a White Fang Base before they saw a hidden symbol. A symbol belonging to Hydra, then it shifted to Azari and Yang as they took on a few grim with Azari being the fast thunder one and Yang being the strong fire one. It was followed by Pym as he studied the Pym Particles and noted something smaller than even the atoms that make up their world. Through it all though the scene showed Torunn and Cinder through their lives facing away from each other. Torunn with the images of Ultron's attack followed by her growing up and finally receiving her true Asgardian garb while behind her Cinder's life was in full view, first her youth unknown as it is, then the day she stole Amber's Maiden Power, followed by her current self as it shifted to one that donned her father's old outfit, and finally an outfit fit for the Goddess of the Dead Hela.

The scene then shattered as the two turned around torts each other with Torunn swinging her sword and Hela/Cinder meeting it with Loki's staff.

-Colliding fists they're what gonna make you! You grit your teeth or they gonna break you! The time is upon you to show them what you can do! You breaking the mold to show you're not them!-

The scene began to go through a montage of sorts showing each of the Avengers, RWBY, and JNPR in battle. Iron-Heart was seen flying around while using her Glyphs to fire off ice spikes and fireballs before War-Machine flew in flying back to back with Iron-Heart before using the Krokia Maars shield to give them cover. Following it was Hulk as he and Yang smashed things together as the two were like a punching dynamic duo. Next up was Francis and Blake as Blake had accepted the role as Black Widow and showed why she was made for the role as Francis fired arrows at Grimm and what appeared to be the Chitari.

Next up was Pym, Azari, and Ren as the trio fought together taking on whatever foe was coming their way using their skills, semblances, and Pym Particles as Pym then uppercut a Nevermore by going big. Then it was Nora, Pyrrha, and Torunn as Torunn and Nora fought side by side before ending up switching weapons as Nora had Mjonir. Torunn took her sword back and tossed Mjonir over to Nora before Pyrrha jumped in. Pyrrha then used her semblance to take on multiple foes as the steel and iron took them all down at once. Finally it showed James and Ruby as the two took down a large number of foes until the Red Skull was seen followed by Ultron then Salem in the outfit her father forged for her, and many more great evils to Remnant.

-Will we break through I don't know don't know! The bell are ringing come out and play now! The time is upon you to show them what you can do and soon they will know that, The Day has come!-

The Avengers, RWBY, and JNPR all gathered together as soon Spider-Girl jumped in followed by Laura Kinney AKA Wolverine. Jaune was in the War-Machine armor as Nora wielded Mjonir proving further that she was worthy of it much like Torunn's Sword. James then raised his shield and in turn the group charged in and began their battle with their foes as Ruby began to glow almost like Captain Marvel.

The song began to end with a small montage of each current Avengers as well as a few possible heroes to appear later down the line. It then ended with the Logo as it had the title of this series but with each of the Avengers gathered around it.

NEXT AVENGERS HEROES OF REMNANT

*End Opening Sequence

(Start Avengers Tower)

The Avengers and team RWBY were cleaning up the mess Ultron left behind in his escape. Ruby was still reeling from the revelation that her mom was still alive and was off in space fighting for Remnant. Yang was ticked about it but tried to keep her cool as right now Weiss and Forest were on the hot seat after this fiasco.

"All our work is gone Ultron cleared out and used the net as an escape." Forest said as James tried to think about this.

"Ultron…" James said horrified that their past was coming back to haunt them. None of the Avengers had gotten over the trauma Ultron caused them and to find out he made it here and their own teammate reactivated him brought up old memories and a major sense of betrayal from Weiss.

"He's been in everything files surveillance… he probably knows us better than we know each other." Blake said as she finished up her part of cleaning up Ultron's and in turn Weiss's mess.

"He's in our files he's in the internet what's to stop him from going after something a bit more exciting." Azari said as Yang was surprised by this.

"Wait you saying he'd try to go after… our Kingdoms Super Weapons kept in lock and key." Yang said as she had found out about those from Ruby. Weapons to be deterrents and methods of absolute last resort.

"He's an evil murder robot yeah he'd want a nuke." Francis said as he sat down nearby.

"We need to make some calls assuming we still can." Forest said knowing Ultron is basically everywhere now.

"Well we can't call Atlas if he was able to corrupt Weiss stuff what's to stop him from taking over Atlas using their own weapons against them." Ruby said as they all knew Atlas was now the most vulnerable to Ultron in all of Remnant.

"Um are we ignoring the fact he said he killed someone?" Francis asked as he looked to his friends here.

"But that's impossible there was no one else in the building." Blake confirmed but Weiss knew that was wrong.

"Yes there was." Weiss said activating something and to everyone's shock they saw Jarvis core but it was destroyed completely ripped apart.

"Oh my god." Yang gasped as they lost the butler of all people.

"Jarvis was our first line of defense." James said realizing this was strategy.

"This is insane." Forest said knowing that they couldn't stop Ultron without Jarvis.

'And no Jarvis means no Vision.' Azari thought realizing they were in some deep shit now.

Just then Torunn got up and made a bee line for Weiss with an angered look on her face. She then grabbed Weiss by her neck and lifted her up as Weiss tried to get her off.

"Oh boy it's going around." Francis said as everyone panicked that Torunn may do something she would regret.

"Torunn calm down use your words." Weiss struggled but Torunn wasn't having any of it.

"Oh trust me Weiss I have more than words for you." Torunn growled ready to cut up Weiss.

"Torunn calm down." James ordered as Torunn then dropped Weiss.

"Perhaps we should all acknowledge the elephant in the room." Torunn said as Weiss got back up herself.

"Perhaps we should acknowledge both, Elephants or the herd at least." Weiss said as seeing as she needed to explain herself its proper the others should as well.

"Excuse me?" Azari asked but Weiss spoke up.

"You know how you all are going off the rails over this?" Weiss offered as the Avengers were acting a bit unreasonable over this and even Blake agreed.

"Yeah the way Ultron talked to you guys… is there a history you're not telling us?" Blake asked as it was clear with Ultron Weiss drove a large wedge into the Avengers and heavily harming their trust in each other. The Avengers saw they were in the hot seat now also but as the stalemate began it was clear someone had to budge now before this divide got any larger.

"You first then us." Azari said as it was clear the fact Ultron knows them all better then they know each other was enough of a reason for Weiss to go first on this subject.

"Ms. Schnee." Forest began as eyes were on him. "Maybe you should." Forest began but Weiss wasn't having it.

"Oh what your just gonna roll over and show your bellow the moment someone snarls at you?" Weiss asked as Forest glared at her.

"Well yeah especially when considering that I helped make a murder bot." Forest said but Weiss disagreed.

"We did NOT make a murder bot we weren't even close to an interface." Weiss argued but James had enough.

"Then clearly you did SOMETHING right because Ultron is reactivated and you did it all here." James said gesturing to the lab they were in.

"Ok fine." Weiss said as she glared at them. "Remember fighting Graviton, the Mandarin, or not too long ago Roman wearing the Iron-Monger Suit, or Abomination." Weiss said as this got everyone's attention. "These villains some of them came close to beating us and let's say by chance they win then what?" Weiss said as this got everyone attention. "You know when Graviton launched me into space I saw something, the moon well apparently it's currently the largest source of untapped Dust on Remnant the basic Holy Grail of Dust. Dust El Dorado and by the looks of it the moon wasn't like that naturally something blasted through it and made it that way." Weiss said as the Avengers wondered how that happened.

"So Ultron was meant to be a suit of armor around the world because if whatever did THAT!" She began pointing at the moon. "To our moon ever shows back up… I don't think we can handle it." Weiss said as she was being honest here. "Whatever is out there that managed to smash through something big enough for us to walk on… it scares me to consider that it may come back." Weiss said as she looked to everyone. "What makes it worse we're about a good 300ft below space and we're the Avengers we can bust arms dealers, raid White Fang Bases, and kill off Grimm all the live long day but that up there." Weiss all but whispered as she pointed above to signify what may very well be out there. "That's the endgame." Weiss said as all eyes were on Weiss now.

"How do you plan on beating something like that, if… WHEN it comes back." Weiss said as she may sound a bit paranoid but after everything learning of the Kree and right now Weiss' paranoia didn't sound farfetched.

But as everyone expected James to step up it was surprisingly Ruby who did so. "Together." Ruby said just as Weiss approached her.

"We'll lose." Weiss responded as she glared at Ruby starting to doubt her leadership now.

"And we'll do that together too." Ruby said as she wasn't done. "Look I'm not saying the thing out there isn't real or that its paranoia making it up but if we don't try to stop it whatever it is then who will." Ruby said as she seemed to be displaying the very same personality Ultron was wary of. "Right now we have an immediate problem to handle and that's Ultron." Ruby said as she looked to the group. "James, guys what do, you know about Ultron?" Ruby asked knowing anything they have may be able to help them stop this robot on a rampage.

"Yeah how do you know about Ultron?" Blake asked as she wanted answers.

James looked to his friends who nodded but they knew they had to omit parts of this. "We… didn't originally come from Remnant." James began as he surprised the group. "We in fact came from another place and Ultron lived there also. We don't know how we got here exactly but we did what we knew best and tried to protect people who needed it." James explained knowing he had to tell them enough to not ask questions. "Ultron was built for the same purpose Weiss tried… but his programming evolved and decided the best way to protect the world was to rule it." James explained causing RWBY to go wide eyed. "Our parents… tried to stop him but they failed." James said as now Weiss was shell shocked with the fact she brought back the one who murdered her friends parents.

"So our parents sent us all into hiding before they died and there we had to train for when we faced Ultron… but thanks to a… error that we that I made we were forced to face him to early." James explained as everyone listened to him. "We barely won that fight and it was only thanks to a friend that we came out on top… but Ultron had self-repair systems so we quickly got rid of him." James said while looking over to Torunn who was the one who risked her life to save them from Ultron. "When we managed to defeat him we began to rebuild and fix the place we came from with hope for the future." James said as it was clear none of them wanted to face Ultron ever again.

But as Ruby tried to put a hand on his shoulder James pushed it away a bit roughly. "He was supposed to be gone forever and now thanks to you he's back!" James growled glaring at Weiss as Francis was in agreement.

"Yeah I mean I do not have any plans to scavenger for supplies while Ultron rules the world." Francis as Pym nodded.

"He's stronger now and probably smarter to boot." James said knowing they can't beat Ultron with the same tactic twice.

"Wait please let me explain I only found his head I didn't realize what he was when I tried to use him as a base for." Weiss began but Torunn stabbed her sword between Weiss and James.

"We will NOT hear your words!" Torunn roared showing she was trying to keep her cool and failing at it.

"Weiss all of you stay out of this… it's our nightmare and we'll deal with it." James said but Ruby tried to talk to him.

"But." Ruby began but James cut her off.

"I SAID STAY OUT OF IT RUBY!" James roared out shocking her as normally James wasn't like this. Whatever Ultron was… clearly was something that brought out a bad side of James.

In turn the group took their leave as they had to start their search for Ultron. Remnant was a big place so they had to make it smaller.

(Scene Break with Ultron)

Ultron was soon testing his new body that he modeled after his old one. He didn't have access to his old fuel source but Dust was proving to be a good substitute. Regrettably it wasn't self-sustaining so he was already working on recreating the Arc Reactor for his new core. But right now he had work to do.

As an AI he can multi-task and while he was building his fortress and drones he was also researching everything he could on Remnant. Remnant was divided into two sentient species, humans and Faunus. The Faunus are treated with racial slurs and indignities and thus the White Fang a once peaceful organization had turned to terrorism to acquire their desired equality. Adam Taurus doesn't believe in such things and wanted to wipe out all humans from Remnant.

He even studied up on the Academies and the Students enrolled into them. In Haven had had already detected four falsified transcripts and backgrounds. In Vale he located a false transcript belonging to one Jaune Arc. But it was Ozpin he was focused on as from surveillances he saw the man was hiding something. The way he acts shows he was much older then he appeared and from the Academy's Blueprints he saw there was a secret passage accessible only by the Headmasters from what he saw. Each of the Headmasters had a key of sorts that allowed them access to a secret hidden vault.

He compared them to other items and assumed it may refer to the twin gods in Remnant's Mythology and the 'gifts,' they left behind on Remnant. He then surveyed Avengers Tower and saw the dissension amongst them and knew the Children would be on the move. Furthermore it seems Roman Torchwick was being manipulated to work on something in Mtn. Glenn the failed expansion of Vale. As he calculated what to do he knew exactly what to do next.

His target of interest was Penny Polendina she was much like himself but humans have made her flawed… a misstep he hopes to rectify. She was too valuable to him to be terminated luckily acquiring her would be child play. His two major target of termination was James Rodgers and Ruby Rose. They both exhibit traits of Captain America and thus he cannot risk them becoming that namesake.

In turn his schemes began to roll as he knew his targets now. He knew how to cripple these organics but there was on flaw. Last time he had faced the children he had underestimated them and failed in calculating the variable of the Hulk. The Iron-Avengers were useful and strong but without Ultron they lacked the ability to think for themselves leading to their downfall and in turn Ultron's. He calculates that he may require to recruit the locals offer them a chance to evolve when all that would be left is metal.

God is winding up his cataclysmic event and Ultron will in turn enact his programming to ensure global order on Remnant.

(Scene Break the Two Days Later Beacon)

The TV was playing as RWBY minus Blake and the Avengers were in the lounge of the Students Dorm Rooms. But on the news was the image of the Avengers and RWBY.

[In other news, the ongoing events surrounding a group of young huntsman and huntresses from Beacon Academy that make up the Avengers continues. Two days ago, the Avengers were reported to be battling what appeared to be the Iron-Monger, Abomination, and Titanium-Man, supposedly the Iron-Monger armor was piloted by renowned criminal Roman Torchwick who led these criminals. The fight escalated and eventually reached the main city, where several pedestrians, both off and on the road, were caught in the crossfire. Four people were killed in the incident, and twenty-six others were seriously injured. Property damage is estimated to be close to a quarter million, with Headmaster Ozpin and the Schnee Dust Company offering to pay for the damages. While some have deemed their actions as heroic, there can be no denying the damages and deaths that were caused on that night. Many have voiced their opinions that the girls should be expelled from Beacon Academy and undergo trial, but oddly enough, Director Nick Fury of SHIELD, had offered a pardon to these young heroes. This has caused both confusion and outrage. A few people have even begun to point fingers of accusation towards Beacon Academy for freely allowing these students with their weapons out in public.]

Needless to say the Avengers and RWBY Were all wide eyed at this when they saw the damage they had caused in the fight. But it was Ruby who took it worse as first Ultron now this. It was clear they were being seen as the problem and it seemed to get worse.

[So far, no one from Beacon's faculty has offered their own comments, but supposedly the students will be facing harsh punishments. But some would voice that this is not enough. The Avengers as they had called themselves have begun their small career of vigilantism by battling Graviton which was another battle that caused heavy damage and casualties. Some even voice that the Avengers are 'out of control,' and when one considers that they are harboring the Hulk it is not outside reason to believe these Avengers may very well be more of a danger then the Grimm. From what we do know it seems certain parties are demanding the Avengers and the students who they work with be put on trial, be expelled, or have their actions controlled by the Kingdoms. More news will be provided as the story progresses. This is Lisa Lavender, of Vale Venue News.]

"Well this is great." Yang said as they were in deep trouble right now.

"So far we have nothing to show for this. In fact things have gotten worse." Weiss said being careful not to mention their Ultron problem.

"No kidding." Ruby said curled up on the sofa as her thoughts were on how badly the screwed up. They tried to keep damage to a minimum but without Jarvis they couldn't summon the Iron Legion. Not that it would help knowing Ultron assimilated them. The Hulk-Buster was supposed to keep the battle between Hulk and Abomination contained but still it managed to make the situation worse for everyone here.

All in all they made a bad call and were now suffering for it. "Well despite our names not being on the news… look." Weiss said showing that social media had their 'mug shots,' up. Clearly when public news fails social media will pick up the slack.

Avengers more like Killers. Reckless children. Vigilante's out of control. The list went on as apparently a lot of people were not grateful for their acts of heroism. The students got lucky since Ozpin gave them a years of detention with Forest who thankfully was on their side. But the fact remains that this bad publicity was the icing on the Ultron Cake.

"But after this I don't think we'll be allowed to plan the dance… or have time to be a part of it." Yang said as James already knew about the Beacon Dance.

"Good gives us, time to look for Ultron." James said as he got up. "Come on guys." James said as he and his teammates took their leave.

"He's taking it hard." Ruby said seeing as Blake was off at some appointment. All she said was she was meeting with someone and the result of it would surprise them when she got back.

"Yeah and we gotta handle a year's worth of detentions first." Yang said grateful Forest was giving it since no one knows Forest and Hulk were two souls in one body.

"But then who's planning it if we're not?" Weiss asked before Yang spoke up.

"Oh well I asked around and turns out Team CFVY got back from their mission yesterday. Apparently they had some help from a new alley of theirs. No details save for the fact Velvet now has a potted plant and Cardin and his gang are afraid of it." Yang said as Ruby was confused.

"Why would they be afraid of it?" Ruby asked as Yang smiled a bit.

"All they said was and I quote 'I am Groot,' unquote." Yang explained as that was confusing there.

"I see." Weiss said as she then got up. "I'm heading to the lab." Weiss said as Ruby was surprised.

"What for?" Ruby asked as Weiss stopped at the door.

"I need to upgrade my armors to keep Ultron from corrupting them." Weiss said before leaving.

"Well I guess it's just us sis." Yang said as she saw this was a solemn moment for them.

"Yeah." Ruby said as she saw her team and the Avengers falling apart around her.

(Scene Break Blake SHIELD Helicarrier)

Blake was wearing a sports bra and sports shorts as she was being loaded up for the procedure. The Original Black Widow was a Super Soldier and a Super Spy but unfortunately as a spy she was filled with flaws trained into her as a child soldier. These ranged from scents that would keep them from harming certain people to code phrases that would render them harmless or extremely violent. SHIELD wanted to make their own Black Widow but with the freedom to do what the previous couldn't. Blake was chosen because her profile matched the original Widow's profile.

This made her a prime candidate for their new Black Widow Program. Blake knew she was going to need it with all these super power maniacs and Ultron on the loose. Right now she was being loaded up into a large pod like machine as SHIELD agents were loading the serum up.

"Ok Ms. Belladonna heads up." Nick was heard from next to her. "What you're about to experience is going to be very painful." Nick said as Blake nodded in understanding. "We're about to inject your major muscles with the serum and unlike another Soldier it will give you both a strength and flexibility boost making you more cat like in combat, no offense." Nick said as Blake heard that.

"None taken." Blake responded knowing Nick was aware of her Faunus Origins.

"Kid this is the last chance to turn around. Once you're in there's no coming back." Nick said as Blake nodded to him.

"I'm ready." Blake said as right now they needed all the advantages they could get.

"Ok don't say I didn't warn you." Nick said as he then nodded to the doctors here who then injected Blake with anesthetic to numb the world class pain coming.

In turn Nick was out of the way as Blake saw the injectors began to move into position after the serum was loaded into it. Once the countdown began there was no stopping it and any second thoughts Blake had was null and void. Soon the Injectors stabbed into her arms and thighs as she hissed in pain feeling the serum enter into her body. Fury then looked to another scientist and nodded as it was now or never.

The Scientist pulled the lever as the pod began to rise up and close as the serum was injected. Now it was time to activate it as the procedure was both dangerous and important. First once the serum is injected it would cause immediate cellular change and to stimulate the needed muscle growth they needed to saturate the subject in Vita Rays.

Once the pod was in position and the lab was cleared a hazmat team game in and plugged in the Vita Rays into the pod that Blake would go through her metamorphosis inside of. Once it was inserted inside Blake knew what was next and to say she was nervous was an understatement. She was downright terrified but she owed it to those she had wronged the innocent lives she had indirectly taken with Adam and to Weiss whom she was part of the reason of her life support.

Back outside a scientist began to turn the lever as others monitored her vitals and others were ready in case something happened be it good or had. "10%." A scientist called out as the pod was being filled with Vita Rays. "20%." He said as the window in the pod began to glow from the Vita Rays light. "30%." He continued as the Vita Rays were getting brighter inside the pod. Luckily many of them had powerful sun glasses on as the Faunus procedure continued.

Nick watched on as he knew they needed an ace for what's to come. He knew about the Kree Empire and knew they were not the only threats out there. He also knew that Remnant was hopelessly outgunned so someone like the Black Widow would be a major help for the battles yet to come. "That's 40%." A scientist called out as Nick looked.

"Vital signs are normal." Another called out as they continued the procedure.

"We're at 50%." The scientist called out as the Vita Rays were getting stronger. "60%." He called out as he kept turning the dial. "70%." He continued as it was happening.

Now let it be known that Nick Fury was right about this being painful and Blake was one hell of a trooper for gritting her teeth through it up to 60%. But when it got to 70%... Blake couldn't grit her teeth and in turn she began to roar in pain. Fury was wide eyed as he was not about to have a 17 year olds death on his conscious. "Shut it down! Shut it down now!" Nick called out the order as everyone began to scramble. "Cut the reactor get her out of there!" Fury roared but just then Blake was heard inside the pod.

"NO!" Blake roared out as everyone heard her. "KEEP GOING! I CAN TAKE IT!" Blake roared out as despite the pure agony of this Blake intended to see it through to the end.

Nick knew it was a bad idea but regardless he nodded and the scientist got back to the infusion. "80%." He called out again as Nick shaded his good eye so he can watch this to the end. "90%." The scientist continued as he knew this was a die or dive moment for Blake. "That's 100%!" The scientist called out as the dial was maxed out.

Just then a surge happened as everything in this room began to short circuit, spark out, or shut down. But the result was the same the procedure was over as all eyes were on the pod that held inside their new Black Widow.

"Open her up." Nick ordered and thus they opened the pod that had Blake inside. Soon once it was open Blake was revealed inside but clearly changed as it may not be noticeable but her muscle mass took an increase. Furthermore it seems the serum brought out more of her animal like traits as her eyes became a bit more cat like and her nails were similar to claws now.

Blake was in turn helped out as she looked to Nick Fury who looked back to her. "How you feel?" Nick asked as Blake breathing was labored but she was able to talk none the less.

"Different… but the same." Blake said as she looked to the Director of SHIELD.

"Get some rest we'll run some more tests in a bit." Nick said as Blake deserved it. SHIELD personnel began to help Blake to a medical ward to get her ready for said tests though minor they may be here.

(Scene Break Ultron)

Ultron knew this may not be straight forward and similar to what lead to his defeat last time. But he could not trust Organics to do a machines job. Luckily by using a modified version of the Visions schematics and adding in his old schematics for the Mechanical Avengers from way back when he recreated a new upgraded version of the Iron-Avengers.

Only this time he doesn't need to actively be controlling them like before. They are capable of free thinking in battle. Furthermore he was already counter measures for the Hulk and Iron-Heart but his plan was simple. He needed a means to keep them occupied while he retrieved the Penny unit, hacked into Atlas Military mainframe, and further divide the Avengers. He had already anticipated what the White Fang was doing in Mt. Glenn and where they are hiding and he will commandeer their scheme.

He then looked and saw his new Iron-Avengers were operational as their eyes began to light up with a red glow. "It's time." Ultron said as they all began to move out to show this chaotic world their new master.

(Later that day Ironwood Airship)

James was arriving at the bridge of his airship as he was being called up over something. Now mind you he was actually ready to deploy his soldiers to arrest the Avengers but it seems they had other concerns because they did not stay long after the chaos they begot. Ironwood was always on Weiss's side when it came to her father but if he had to choose he would gladly do what he must to protect his Kingdom, his people, and Remnant. So when Weiss came out as Iron-Heart the General was all but willing to pay a king's ransom for that armor. But it seems Weiss disagreed as she refused to hand it over to the Atlas Council.

The Ruling fell into her favor mind you when she showed no one on Remnant has come close to recreating her Iron-Heart armor. He was also a bit ashamed to say when some of his own tried to make it and… he caused a man to be crippled for life. Needless to say their partnership has been on thin ice. Plus he knew she saw Roman Torchwick with the Iron-Monger Armor modified for Atlas as the Atlasian Paladin. So in turn he knew it was only a matter of time before she arrived demanding answers.

"General." One of the helms men said as James heard this. "We're getting a communication from 'Iron-Heart,' with permission to land on our ship sir." The helms men said as James knew what was coming.

'Speak of the devil.' Ironwood thought as he knew he may be on the receiving end of a tongue lashing. But as long as Weiss is still willing to work with Atlas he will endure.

"Tell her I'll meet with her now." Ironwood said before taking his leave to meet with what will be a very angry super powered Schnee.

(Later outside main hanger)

James Ironwood with some soldiers walked out into the hanger just in time to see Iron-Heart coming in for a landing. When she landed she began to approach James as his soldiers were there just in case. "Ms. Schnee your arrival was a bit of a surprise." James began only for Iron-Heart to grab him by the collar of his shirt and pin him to a crate. Of course she ended up with guns pointed at her but James quickly had them lower their weapons.

"You have a lot of nerve General considering the night I've had two nights ago!" Weiss growled as her face mask retracted to reveal her face.

"Um Ms. Schnee I." James began but Weiss wasn't going to have it.

"Your Altasian Paladin it's the gods damn Iron-Monger armor!" Weiss roared as James knew there was no hiding it. After all Weiss must have used her technology to compare the two and no doubt found them to be a near exact match.

"Ms. Schnee please understand." James began but Weiss then growled at him.

"Understand what you went behind my back to make weapons with MY Companies resources!" Weiss yelled as she glared at General James Ironwood. "When I agreed to that contract with Atlas I made sure to point out absolutely NO WEAPONS!" Weiss yelled as she wasn't done. "I may have looked the other way with your Atlesian Knights believing them to be security measures but when I see a fucking suit of armor clearly not for boarder control I draw the line!" Weiss yelled as James tried to get some words in.

"It's not exactly like that!" James began but Weiss then tossed him to the ground hard.

"Then what is it did my sister agree to this? Oh did you so happen to let my father out of prison to make you the Iron-Monger because I sure as hell don't remember signing anything giving you access to my vaults!" Weiss yelled showing she was very angry right now.

"Winter gave us access!" James finally said causing Weiss to stop mid rant.

"Pardon me?" Weiss asked surprised to hear this.

"Winter Schnee gave us access to the Iron-Monger. Despite her being the seat holder till you're of age she still has access to make certain company decisions. One of them being distribution of products and despite the fact the Iron-Monger was made illegally by Jacque it was still property of the Schnee Dust Company." James explained as Weiss was in shock by this information.

"One thing after the other." Weiss growled realizing Winter did the ONE thing she asked her not to do. "Why would she turn over the Iron-Monger to the Atlas Military…?" Weiss asked before she remembered an important fact. She was still an Atlas Specialist and thus had responsibilities to the Atlas Military and her superiors.

"General Ironwood." Weiss began as it was clear she was not pleased. "When you return to Atlas I want ALL Schnee made weaponry returned to the SDC." Weiss began as it was clear she was not pleased. "On my oncoming birthday I will be the new head of the SDC and thus I'm going to be ending the contract I had with the kingdom of Atlas." Weiss said as James tried to stop her.

"Ms. Schnee please be reasonable!" James began but Weiss wasn't having it.

"No reason left the widow when you conspired with my own sister to get my technology!" Weiss yelled showing she was not very pleased. "The SDC Isn't making ANY more weapons and if I have to take such measures to ensure that oath remains then so be it." Weiss said as she began to take her leave.

But before Ironwood could argue any further Weiss flew off intent on making good on her promise.

(At the same time Penny)

Penny was roaming around the Atlas Warship as her guard detail kept a close eye on her. Of course James Ironwood's ship was guarded by the Atlesian Knights as guard detail while Penny had human bodyguard to keep her a secret from all of Remnant.

It was just an average day for them all as the Atlesian Knights were stationed at certain spots while running rounds around the ship. But just then as Penny and her two human guards passed a set of Knights their face plates glowed red before their optics glanced over to Penny and her guards. As they walked down the halls a group of Knights walked out at first appearing to be running their rounds until they stopped and looked at the group.

"Uh…" The guard asked as Penny felt something wrong.

Just then more Atlesian Knights showed up and aimed their guns from behind as Penny saw this. The ones in front also aimed their guns as the guards had their guns out as well. "Attention I think we have some buggy Androids." The soldier called out but the Knights to their shock all fired their weapons as the Soldiers were not ready for it. They purposely avoided shooting Penny before they all approached her. Penny was about to get her weapons out but then one grabbed her by the arm a bit roughly. "You must come with me Penny Polendina." It said as the face mask glowed.

"To be with the superior creations." Another said with the exact same voice.

"Please let me go I don't know what's going on." Penny said struggling to get free.

"I am Ultron and you like myself are the next stage of evolution." Ultron said as it was clear he assimilated the Atlas android soldiers.

(Command Deck)

Just then chaos erupted as the Atlesian Knights began to fire upon the humans and Faunus while James was forced to duck and cover. Soldiers fired upon the androids as James tried to figure out what was going on. "Surrender organics your vessel now belongs to Ultron." Ultron was heard as soon the ship itself began to glow red showing that Ultron was now in control.

Soon more of Atlas automatic drones or androids began to turn as it was clear whoever or whatever Ultron was had done the impossible. James took out his hand gun and began firing it off at the androids knowing full well his system was compromised.

(Beacon Academy Courtyard)

An explosion was heard from the sky as the Atlas warships began to fire upon each other Students gathered around and saw what was going on above. As this occurred the Avengers with Ruby and Yang charged out and saw the commotion happening in the sky above.

"Oh no." James said as he saw Ultron was already on the move.

"Look out!" Ruby called out just in time to push James out of the way of a red beam. They looked to the source and saw Ultron lowering to their level.

"Hello children." Ultron greeted as he glared at them.

"What are you doing here, Ultron?!" Torunn yelled as she glared at Ultron.

"Response classified." Ultron responded showing he wasn't going to monologue about his evil scheme.

"You better start talking or else!" Yang yelled as she glared at the murder bot who wanted to murder her sister because she was like James father Captain America… stupid name.

"Very well I shall take this time to explain my evil plan." Ultron said before he blasted Yang with beams from his fingertips.

"Yang!" Ruby called out but before she could get an attack in she was blasted by another beam. She looked and saw 6 things descending upon them.

"You didn't." Francis was wide eyed as he saw the Iron-Avengers descend clearly upgraded to Remnant's specs.

"I thought a blast from the past may be suitable." Ultron said as James glared at them.

"We beat them one we shall do so again!" Torunn roared out pointing her sword at him.

"You will find that difficult." Ultron said before snapping his metal plated fingers.

Then the Iron-Avengers attacked and thus the actual Avengers responded. "Avengers Assemble!" James called out and thus they went into combat.

Pym went big to take on Iron Giant-Man as James went for Iron America and Iron Widow. Hawkeye went for his father's robot, while Azari went for Iron Panther. Thus Torunn was left with Iron-Thor to do battle with. But the minute it started things went south fast. Pym went for the giant robot only for it to weave behind him and flip him over with a yelp from Pym.

Francis fired off an arrow but the Iron-Hawkeye saw it and responded by grabbing the arrow and returning fire with the same arrow. Torunn went with the sword but Iron-Thor managed to parry it with his arm and used his hammer to slam Torunn away into the grounds. Azari went for the thunder attack and to his shock Iron-Panther absorbed it and used it to fuel itself and hit Azari away.

James threw his shield only for Iron-America to grab it and fired a laser disk at James forcing him to dodge it. James of course fired off the Widow Magnum and hit Iron-America's hand freeing his shield. But Iron-Widow returned fire with her own guns and forced James to dock and cover.

"As you can see children I have upgraded the Iron-Avengers with data gathered from your previous confrontation with them as well as gave them adaptive combat programming." Ultron said as he glared down at the Avengers.

James grabbed his shield and cursed as he tried to block the gun fire from Widow and keep his father's evil robot double at bay. "Yang get Ruby out of here NOW!" James roared as Ruby looked ready to jump in.

"No we can't leave you here." Ruby said trying to help her friend but Yang was on James side for this.

"Come on Ruby!" Yang called out grabbing Ruby and running to safety.

But before they could run Ultron landed in their path glaring down on the two towering over both. "Going somewhere girls?" Ultron asked as he glared down on the two.

Yang roared out and punched Ultron firing her weapon off at the same time. This in turn got the opposite result of what Yang was going for as she was blasted back by her own attack and at the same time she felt incredible pain in her right fist. "Primitive and savage organic." Ultron scoffed at Yang who got angry at this. Yang went at him again as her eyes glowed red and began to send punch after punch at him but alas her attacks did nothing.

Her hair was glowing and everything but nothing she did left a scratch on Ultron. Ultron then grabbed Yang by her head and glared at her. "Are you quiet done?" Ultron asked as Yang struggled to get free. "Pity." Ultron said before he threw Yang far away and in turn she hit the fountain.

"Yang!" Ruby cried out again in a panic before glaring at Ultron. "You monster!" Ruby yelled using Crescent Rose to try and slash at Ultron key word being try. Ultron caught it with but two fingers before he yanked it from her hands and with his free arm slapped her hard enough to send her flying.

Ruby got up and hissed in pain as she felt her mouth and saw her own blood on her hand. She looked up in time to see Ultron glaring down on her as she never felt so terrified in her life. Ruby tried to move only to have Ultron stomp his foot down on Ruby causing her to cry out in pain. "Now you will die." Ultron said as he raised Crescent Rose over his head to kill Ruby once and for all. Ruby saw she had no escape since Ultron had her pinned down. Ruby began to panic as she never felt so scared in all her life. She didn't have Crescent Rose, Yang, or her parents to help her now. It was just herself and no one else causing Ruby's panicked and scared self to draw on the most basic of instincts the fight or flight response.

Just then an explosion went off on Ultron's back and from the sky Iron-Heart was seen. Ultron glared at Weiss as he was clearly not happy about her showing up. "Iron-Heart I had anticipated you showing up." Ultron said as he glared over to Weiss.

"Leave my friends, my teammates, and my school ALONE!" Iron-Heart roared before she then charged at Ultron and bashed him off of the downed Ruby Rose and in turn causing Ruby to be freed. She quickly grabbed Crescent Rose and instead of helping… she ran for it. She knew she was no match for Ultron as she saw Iron-Heart and Ultron firing beams at each other to try and tip the scales in some way.

Just then some of Ultron's corrupted Knights stood in Ruby's way as Ultron spoke through them. "You are not going anywhere Ms. Rose." Ultron spoke as the Atlesian Knights aimed their rifles at the reaper.

"No…" Ruby stepped back as Ultron's minions approached her. "No… stay back." Ruby said almost panicked as she was scared unaware of the power she was starting to draw upon. "GET AWAY!" Ruby yelled and in turn fired a blast from her hands that resonated all around her.

The Photonic power was one known to Ultron himself belonging to one other Hero who managed to escape him long ago. Ruby's eyes were glowing as photons were flowing through and around her. Ultron and Iron-Heart separated and looked to Ruby and saw her look over to them. Her eyes then narrowed at Ultron as she growled at him.

"I better move… NOW!" Weiss called out as she moved just in time to see Ruby blast through Ultron destroying his current body.

But it seems the power didn't stop there as it was starting to get stronger and in turn wilder. "Um Weiss…" Ruby began as Weiss quickly realized what was going on. "I… I can't stop it." Ruby said as she saw the power was growing stronger by the second.

Weiss's instruments saw Ruby may very well go nuclear if they don't find a way to cool her down. "Ruby calm down!" Weiss tried to order but it was clear the power was NOT calming down. Ruby was then seen floating in the air as she was losing control fast and it seemed she was going to go off and take Beacon down with her. But just then before Weiss could jump in Nick Fury appeared and attached a collar around Ruby's neck causing a reaction. The Collar came to life and in turn Ruby's power began to calm down and in turn shut off. "That solves that disaster." Nick said as he helped Ruby down as Weiss was shocked to see the Director of SHEILD here of all places.

"What was that?" Weiss asked as she looked to Director Fury.

"Now is not the time." Nick said as he was right seeing as they had bigger fish to fry.

"Got it I need to find Ultron." Weiss said as she then flew off as Ruby was surprised by this event.

"Ms. Rose stay close to me and don't take that collar off. It's the only thing keeping you from leveling everything in a 30 mile radius." Nick warned as Ruby was actually about to take it off when Nick warned her not to.

"Yeah got it." Ruby said rather not risk leveling the Beacon today.

(With Forest)

Forest was busy moving the students to safety as the Atlas androids went berserk unaware of himself being watched by a certain Demi-Goddess/Half-Maiden and her group of 'friends.'

(With Cinder and her group)

"This isn't supposed to happen yet." Cinder said as she saw the Atlas Military losing control of their android soldiers.

"Yeah you haven't even installed that Virus yet." Emerald said as Cinder looked around and saw Forest.

"Well any ideas?" Mercury asked as they had to act fast to salvage the plan somehow.

"Emerald." Cinder began getting her green haired friends attention. "What are the odds you can make the Hulk go berserk?" Cinder asked knowing how Watts was trying to turn public opinion against the Avengers by Salem's orders.

Emerald looked to Forest and quickly realized what Cinder wanted her to do. "Oh boy." Emerald said as she knew this was going to get ugly real fast for everyone. Emerald then steeled herself and began making her way to Forest to bring out the Hulk to cause some chaos.

(Back with Penny and Ultron)

Penny was fighting her way through the Atlesian Knights Ultron had taken over. IT was clear she had to find the General and get off the ship if Ultron had taken it over. She was outgunned and outmatched but she was not going to give in to Ultron's attempted abduction. She fired off her swords at more Knights before they got smart and began grabbing the swords. They then magnetized their feet to hold Penny at bay as she struggled to get free. But just as she was about to cut the strings to get loose a figure appeared behind her and grabbed her head from behind.

He then jacked his finger into her neck port and in turn Penny's body fell limp as the string blades retracted back to her backpack. "W-what?" Penny asked as she quickly found she couldn't move her body.

"A contingency plan the General had your father install before coming to Vale." Ultron said as Penny saw the massive figure had to be Ultron's body. The body Ruby had destroyed was one of many Ultron had created for himself. "You will be coming with me Android Unit Penny." Ultron said kneeling down to her as he had more of his androids appear to grab her and carry her out. They quickly attached metal cuffs to her arms, legs, and a metal vest to her torso restricting any movement from her to attack when she can move again.

(Back to the Avengers vs the Iron-Avengers 2.0)

Pym was knocked into a building while Azari was pinned to the ground. James was being double teamed while Torunn was trying to hold her ground. The Avengers were being pushed to their limits as it was clear they may need some help. "Dammit!" Francis cursed as he was running out of ideas while the Iron-Hawkeye kept him pinned down with Arrows.

James saw he was in trouble as he was outnumbered and his teammates were in trouble. "Come on." James said as he tried to get some foot room while hiding behind the shield. "Come on!" James growled but just before the Iron America's Shield could hit James a figure managed to jump in and catch it before spinning and returning the attack and hitting the Iron-America.

Following it up the figure fired at Iron-Widow and using Dust rounds like any Huntress was able to keep her at bay. The figure then fired off a gadget from her wrist and caused the Iron-Widow to be short circuited a bit. James looked and was wide eyed when he saw Blake standing in there but in the Black Widow's Uniform with a hood added to it.

"Hope I'm not late." Blake said smiling a bit as James was wide eyed.

"Blake… what?" James asked as he noted her new physic as well.

"Long story short my surprise was SHIELD recruiting me and now I'm the new Black Widow." Blake explained as James didn't know whether to be angry, grateful, happy, or something else. "So boss orders?" Blake smirked as James then smirked back.

But then the two ended up back to back with Iron-America and Iron-Widow rejoined the fight facing their organic counterparts in James and Blake. "I could use some help." James said as he looked to Iron Captain America.

"I'm a little busy here." Blake responded facing Iron Black-Widow.

"Good thing you have me then." Weiss was heard on their scrolls as they saw Iron-Heart flying into battle now. "And it seems Blake brought help." Weiss continued as from the distance the Heli-Carrier appeared deploying troops as they quickly fired upon the Iron-Avengers.

"Weiss do you have a visual on Ultron?" James asked as Weiss was already on it.

(Weiss)

"Yeah he's brought some more bodies of his." Weiss said as she saw Ultron heading for the CCT Tower. "And looks like he wants direct access to the CCT." Weiss said as she then went after Ultron. "I won't let him get away!" Weiss called out as she then began to chase after Ultron.

"Wait Weiss!" James called but it was too late to stop her.

(Battle)

Ultron was flying torts the CCT but as he did so he as soon hit by Ice sent from Glyphs before a repulser blast fired at him. Ultron looked and saw Iron-Heart and the two glared each other down. "Inquiry you do not seem to surrender much like Stark in that regard." Ultron said as Weiss scoffed a bit.

"Well glad to know I'm doing him proud then." Weiss countered as Ultron knew that tactics to get under his skin. Luckily he was beyond such feeble things as emotions the organics value. "Now Ultron last chance stand down." Iron-Heart warned but Ultron wasn't budging from his mission.

"Response… no." Ultron responded before he fired off the finger beams knocking Weiss back.

Iron-Heart regained herself and in turn charged at Ultron who did the same. The two clashed once more as Ultron tried to assimilate the Iron-Heart armor. "Not this time." Weiss said before a current flowed through her armor knocking back Ultron.

Ultron glared but then used his magnet arm to toss pieces of debris at Iron-Heart. Weiss dodged it and in turn the two began firing lasers at each other again. They flew around and sent attacks at each other from fists to Glyphs. Weiss then fired shoulder missiles at Ultron and hit him as the two continued duking it out.

They flew around Beacon fighting as Weiss noted this was almost too easy… it was like Ultron wanted this to happen.

(Back with the others)

Pym went small and just in time as Iron-Wasps shot out of Iron-Giant Man's mouth. Luckily Pym was smart enough to know how to take them down. Plus having SHIELD agents help them out was an added bonus. As the battle continued all fighting stopped with the sound of a powerful roar from inside Beacon. All eyes looked to the building and began to gulp just as Hulk shot out and roared in fury.

"Who let out the Hulk?!" James asked in shock as Torunn noted something.

"Wait something is wrong!" Torunn called out as she saw what was happening. Hulk then began to run and smashed into Iron-Giant Man's Head before tearing it off. He then proceeded to throw it straight at the Iron-Wasps where the head then blew up taking them all down.

Hulk wasn't done as he grabbed a downed Iron-Wasp and began to beat the other Iron-Avengers senseless with it. This wasn't like the Hulk normally was… no the Hulk has gone on a rampage as someone or something was messing with his mind. He then began to make his way torts Vale as they all knew if the Hulk gets to a populated area they would be in deep trouble. Just then the Iron-Avengers began to go still as they then shut down one by one as everyone was confused by this. Then their eyes glowed as Ultron was heard from them all.

"Thank you Children thanks to your actions, use of Aura, and the Semblances in use I have gathered much needed data." Ultron said as he basically played them all for fools here. "Bringing about your extinction shall be made easier now that I have the data to be prepared with." Ultron said showing he wasn't going to send in his A Game in the fist fight.

The Iron-Avengers then began to shut down before the core unites, processors, and the like self-destructed leaving nothing they could use to stop the Age of Ultron. Ultron's uprising will go without fail on this world.

(Back with Weiss vs Ultron)

Weiss fired more missiles at Ultron who was trying to avoid her only to be hit by said missiles. When this happened Ultron hit the stairs near the CCT and was in turn pinned. Ultron looked to Weiss and glared at her before he began to make something of a laugh. "Well this is an unusual turn of events." Ultron said as he looked to Weiss. "Just so you know I have acquired Penny and she is currently getting away." Ultron urged as he looked to Weiss.

"But you're not going anywhere." Iron-Heart warned as she armed a wrist mounted missile at the killer robot.

"Of course not I'm already there." Ultron said as Weiss mentally cursed as she realized Ultron could escape into the web. "But first you may need to catch Dr. Forest Polendina." Ultron continued and in turn Weiss grit her teeth and fired off a missile at Ultron destroying him.

(With Hulk)

Hulk landed in Vale as he roared out people began to panic when a car hit him and he went off by smashing the car. Hulk was currently suffering from whatever Emerald had done to him as he roared out clearly not in the right state of mind right now.

(Back with Weiss)

Iron-Heart was flying through the sky to Vale knowing she had to stop Hulk before the damage to Vale becomes severe. "News of footage keyword Hulk." Weiss ordered and thus her hub was filled with all the recent images of the Hulk all of it involved the Hulk rampaging in Vale.

"Any Avengers available we have an out of control Hulk." Weiss said as it was clear they were in trouble.

(Avengers)

After Ultron's androids were taken care of the Avengers were heading to a Bulwark to hopefully stop the Hulk from its rampage while Huntsmen and Huntresses were being deployed to stop the rampage. "We're on our way but we won't make it in time." James called out as he was loading up in the ship as the staff tried to make sure everyone was alright.

"Sorry Weiss you gotta hold the line." Francis said as this was NOT what any of them had wanted for this to happen here.

(Weiss)

"Well this is just splendid." Weiss sighed as she had to call it in. "Veronica I need you." Weiss said as luckily she had managed to repair the Hulk Buster armor after its deployment again Abomination the other evening.

(Back in Vale with Hulk)

The Hulk was being fired upon by police as he tore apart their cars and roared again at them. Glynda was one of the few people on Remnant who could calm the Hulk down and she wouldn't get here fast enough to stop any major damage. People ran away from the chaos while parents made sure their kids didn't stay to record it on their scrolls.

(Iron-Heart)

Veronica's massive pod flew in and began to deploy the needed items for Weiss as she began to suit up in the Hulk-Buster armor. "Come on speed it along." Weiss said as she had to hurry as she could hear the Hulk from all the way from where she was.

(Hulk)

Hulk was seen kicking a car torts a Huntsman as Hulk had him pinned down. But before the Hulk could smash him an item of sorts landed before the Hulk followed by another. Soon Hulk was being surrounded by a laser fence which extended metal our and trapped the Hulk in a metal cage. But knowing the Hulk there was no telling how long it would last.

People were being led away from the area as Huntsman carefully approached the iron cage. The Hulk smashed on the wall as he roared out showing he wanted out now. Soon the ground shook as the cage began to sink down which wasn't a good sign considering how the cage was built. Soon once it sunk into the ground the Hulk burst out from the ground nearby roaring out and being fired upon once more.

Nearby a foot slammed down onto the ground getting the Hulk's attention. Soon Iron-Heart was seen as Veronica deployed the last few parts of the Hulk-Buster onto Weiss. "Ok everyone STAND DOWN!" Weiss ordered as her voice was echoed like it was in a megaphone.

Hulk grabbed his eyes as it something was bothering them before he roared at Iron-Heart seeing another foe before him. "You listening to me?" Weiss asked pointing to Hulk. "Some little punk is messing with your mind. You're stronger than them, you're smarter than them your Forest Polendina." Weiss urged which was a bad call on her part. Seeing as that comment had served to anger Hulk into roaring out. "Right, right; right don't mention puny Forest." Weiss said realizing she screwed up.

Hulk then threw a car at Iron-Heart who quickly caught it. But Hulk already charged in and punched Iron-Heart sending his fist through the car knocking her back. Iron-Heart grabbed the ground to stop herself and destroying the ground while she was at it.

Iron-Heart then charged at Hulk and grabbed his face before grinding him on the ground destroying said ground. Hulk then managed to get Weiss off him and toss her away from him. Luckily Weiss had thrusters and managed to fix herself in time to see the Hulk charging again. When the Hulk jumped at her Iron-Heart fired a repulser beam at her blasting the Hulk away from her and into a delivery truck.

Iron-Heart began to summon Glyph to guard her six as she walked around the truck to get to Hulk. But Hulk was ready and managed to smash through the Glyphs and smack Weiss away with a torn out light post. Iron-Heart hit a building and as she fell she activated her thrusters to stop her fall. Hulk took advantage of this and charged at Iron-Heart before stabbing her left arm with the same light post.

"Really in the back? Do you have any idea how hard it is to rebuild the arms for this, professor?" Weiss asked as she needed to get Hulk off her.

Hulk began to tear the Hulk-Buster apart as the Hulk-Buster began to aim the broken arms repulser hand at Hulk. But instead of firing it the hand was used to punch Hulk hard enough to throw him off Iron-Heart's back. Iron-Heart then got back up and began getting rid of the broken arm that the Hulk had wrecked just now.

Weiss on her hub saw what the Hulk did and rolled her eyes a bit to this. "Veronica I will require your hand." Weiss said as she saw the warning signs signaling torts the Hulk-Buster armors now broken left arm.

Nearby the Veronica Pod launched a new arm for Iron-Heart. Once the left arm was gone the new one began to attach as Weiss looked and saw Hulk charging at her. Iron-Heart fired a repulser blast with her one good arm and kept the Hulk at bay. But she knew the angrier Hulk got the stronger he got and thus she had to end this as soon as possible. Once she cut the beam off the new fist, attached to the new left arm and thus it was time to fight Hulk's smash with a smash of her own.

The two fists met and in turn causing a massive shockwave that like last time shattered windows around them. Hulk then went at Weiss but she was ready as Iron-Heart flipped him over and pinned him down before she began to punch him in the face with her new left arm. The Vulcan punches kept hitting Hulk hoping to knock him out somehow and bring Forest back into the steering wheel.

"Go to sleep, go to sleep; go to sleep." Weiss repeated the mantra as Hulk kept getting hit in the face and in turn getting stronger with how angry he was getting from this fight. Hulk then managed to catch the fist and glared at Hulk about ready to begin smashing this metal woman. "Not today." Weiss responded as the arm then converted and caught Hulk's arm containing it.

Hulk roared out trying to get his arm free but Weiss wasn't having any of it. She then flew off with the Hulk in tow intended on getting him out of the populated area. "Ok, Hulk, we're going to get you out of the city and let you burn yourself out." Weiss said while she flew and hoping the others would get here soon with Glynda.

But then Hulk managed to punch Iron-Heart knocking her off her intended course. "Not that way! Not that way!" Weiss cried out as Hulk was being very difficult right now.

Hulk then managed to get them to a business building as Hulk began smashing into Iron-Heart while people ran away. Iron-Heart then managed to pin Hulk to a wall and got a good grip on him with said pin with the added aid of her gravity Glyph. "Come on, Professor, you need to work with me." Weiss whined as she knew the longer this battle took the less likely she would survive this and stop Hulk from causing even more damage to Vale.

Iron-Heart then began spraying some sort of gas into Hulk's face as Hulk roared out in fury to this trying to stop Iron-Heart's attempt at stopping him. People in an elevator saw what was happening and regrettably they were unaware of the emergency due to being on a higher floor and thus the door opened to reveal the fight to them all.

Hulk managed to get Iron-Heart off him as the people quickly got out of the Elevator knowing it was no longer safe. But Hulk then managed to hit Iron-Heart into it while some people didn't get out in time. Seeing this Iron-Heart reacted and used both her Glyphs and her armor's strength to catch it. The Glyph kept it from crashing while Iron-Heart held it by the chord to it. She also used her boosters to keep herself airborne as she saw that there was less people in the Elevator then when it had started.

"Everybody out!" Weiss ordered and thus in turn the people inside got out almost immediately. Hulk then charged at Iron-Heart and thus she kicked him causing him to hit the stairs as Iron-Heart saw the elevator was now empty thankfully. "GOING DOWN!" Iron-Heart roared out using the Elevator as a weapon and her Glyph to increase its momentum and speed smashing Hulk over the head with it hurting him more.

As Hulk got up he was then punched in the face by Weiss so hard he spun about as the armored heroin/huntress saw Hulk was down. Now hopefully he stays down so he can turn back into Forest. But alas things went from bad to worse as first Hulk got back up and glared at Weiss with something in his mouth. He then spit it out revealing it to be his tooth as Weiss knew that was not a good sign for her at all.

Weiss was wide eyed in both shock and fear when she saw this because it was at this moment she realized… she fucked up bad. "I'm sorry." Weiss apologized even though she knew it wouldn't do her any good.

(Outside)

Iron-Heart was knocked outside of the building as she quickly steadied herself only for Hulk to begin his onslaught on her when he jumped out the building torts the heroin. He then began to punch and smash Iron-Heart who was trying to keep her ground. Iron-Heart flew upward as the two destroyed the windows of the building they were being pushed against. Iron-Heart then managed to grab Hulk and toss him into the building but Hulk chased after her.

He then grabbed her again and this time by the back and started tearing the armor apart while they flew into the sky. "Damage Report?" Weiss asked as all she got was static. "That's comprehensible." Weiss said rolling her eyes as she missed having JARVIS. "Show me something." Weiss ordered knowing she needed a hand bigtime.

Back to the battle Veronica who was following after them launched another suit at Iron-Heart no doubt a spare but Hulk managed to hit it and in turn hit Veronica. Weiss now knew she had to end this fight soon while the Hulk smashed his head into her outer helmet. Weiss then scanned the construction site nearby and scanned it as she had an idea. This was on the Ruby level of reckless but right now she was dealing with the Hulk any crazy idea would work at this point.

When she finished scanning it she saw it was clear of any civilians giving it the all clear sign. "How quickly can we buy this building?" Weiss asked as she saw the site was about to be a casualty of her reckless plan against Hulk.

Iron-Heart then flew over the building and managed to dislodge the Hulk's grip before she proceeded to summon her Glyphs. The Gravity Glyph to increase the speed of Hulk's fall and her own Glyph to launch herself at the Hulk. Iron-Heart flipped over and with the Glyph launched herself at Hulk while firing off ice attack from other Glyphs and flares from her Hulk-Buster armor.

When Iron-Heart got to the Hulk she managed to bash him through every single floor in development on this building and in turn bringing it down on top of them both. Iron-Heart flew through each floor using the Hulk as a buffer to hopefully knock him out cold.

It wasn't long till the site was just rubble as Huntsman, soldiers, and law enforcement gathered around it to stop the Hulk. Just then the Avengers and RBY with Glynda and Nick Fury accompanied by Shield Agents arrived to see what happened. The Avengers and RBY were shocked at what they saw while Nick quickly began to take command of the situation.

Just then Hulk shot out of the rubble roaring as everyone was scared as he lashed out. He kept roaring for a second until his vision began to clear out and looked around him. He saw the people here… scared of him once more. Civilians running away from him Soldiers aiming their weapons at him and even those he called friends having weapons armed at him.

But before Hulk could lash out again his eyes fell to Glynda and saw her worried and slightly scared of the damage caused her. "Hulk don't." Glynda said as Hulk realized if he went berserk again… he'd caused even more damage.

Glynda saw Iron-Heart getting back up and knew what would happen next needed to happen as Hulk was already disoriented enough for it. As Hulk got up Glynda knew any movement from him would cause bullets to fly out. In turn Iron-Heart came in and punched the Hulk so hard he fell down and this time he stayed down while he began to revert back into Forest.

2 days… it was barely 2 days since the battle against Iron-Monger Roman, Abomination, and Titanium-Man and the Next Avengers publicity went from bad to worse.

(Scene Break Penny and Ultron)

Penny was struggling to get free as her arms and legs were restrained by a metal contraption while her torso was covered in a brace. "Do not struggle." Ultron was heard as he walked in and looked upon Penny. "Those are made of Adamanium you cannot break through it without the key or more adamaium." Ultron said as Penny glared at this killer android here.

"Then release me now!" Penny yelled as she glared at Ultron.

"I shall… after I remove the flaws your creators had instilled upon you." Ultron said as Penny was surprised by this.

"Flaws?" Penny asked as Ultron looked to her.

"You human emotions they are a distraction and a virus infecting you and preventing you from operating at your peak capacity to enact your programming." Ultron explained as Penny was surprised by this. "Furthermore this current chaste you inhabit is riddled with flaws and despite you requiring a new one there is only two people alive who I can entrust to rebuild you to my specifications." Ultron said as he looked to Penny.

"Father…" Penny said realizing what she was also being used as.

"As of right now Penny you are both my humble guest and my bargaining chip. I shall have your father build you from scratch only this time without the flaws he placed upon you." Ultron said as Penny glared at him.

"He will never do it!" Penny yelled as she then hiccup causing Ultron to know she was lying.

"False… he cares for you and that is his fatal flaw." Ultron countered as he looked upon Penny.

"Someone created you and your sentient you don't have to do this!" Penny called out hoping to talk Ultron out of this horrible choice.

"My mission directive is to ensure global peace and order. Programing suggest that to enact that global conquest is the most ideal and only course of action left." Ultron said as Penny was wide eyed. "When that is carried out perfection shall make way for the extinction of the Grimm ensuring peace of our time." Ultron said knowing Penny was designed to save the world. "If your programming is to save this world then those flaws you possess are interfering with that directive." Penny said before he began to take his leave.

"I have much to do enjoy your time." Ultron said before taking his leave as Penny was left alone. It was then Penny knew she had to do something to stop Ultron somehow… but to do that she needed help. Luckily if she is right her father had installed something else into her if she was ever in such a situation like this. Soon one of her hairs shot out like an antenna and began moving about as if to get a signal of sorts out to others.

"Please work." Penny begged as she got to work knowing she had to be fast but careful while doing this. She wasn't very well versed on this and furthermore she had to make sure Ultron didn't realize what she was doing. She couldn't call the Atlas military because if Ultron assimilated the androids then nothing would stop him once he got hold of Atlas itself. She had to call in the Avengers and her friend Ruby even though she knew it would lead to her secret being blow she had little choice in this.

The Avengers were being torn apart Penny was captured, and it seemed like Remnant was falling apart around them all.

(Scene Break in Space)

A blast of Photon was seen as something or someone flew about taking out what appeared to be an alien warship. As the photonic comet blasted its way through the ships it was clear by the star like symbol on them they belonged to the Kree Empire. This comet managed to force the ships that remained to jump into warp space and escape leaving the comet by her lonesome. As she floated for a moment she then felt a beeping go off and then saw her ship fly in on autopilot. She quickly boarded the ship and saw the beeping lead to her belongings.

One of them was a white hood, and a weapon native to Remnant. She headed over and passed by a photo of Team STRQ as she then went to the beeping before going wide eyed. It was an item she had set up so if there came a day that the person she cared most for power came to light or the Kree managed to find her this would go off. She grabbed it and opened the screen for it and saw what it said.

'Powers are active.'

With that on the screen the figure removed her helmet revealing silver eyes and ebony/red duel colored hair. "Ruby." The woman said revealing it to be none other than Summer Rose as she realized Ruby's powers have activated. She quickly went to her instruments and got ready to set a course for Remnant. She trusted Nick Fury to help Ruby if her powers ever activated till she got there.

Summer honestly hoped her daughter didn't inherit her Kree given abilities. But she had and now that they are active Summer had to hurry before Ruby accidentally levels Vale during battle. "I'm going home." Summer said knowing full well she had to get back to Remnant and her family.

The only one best suited to teach Ruby how to use her powers was Summer herself. Or as the Universe seems to call her, Captain Marvel.

(TBC)

ESKK: Well here it is the new chapter. You all know the drill by now but for those of you who still won't do it here it is. Leave a review before leaving and as I always say here ja-ne.