Next Avengers Heroes of Remnant

ESKK: Well here we go a new chapter and the rescue of Penny. Now let's do this people and do it right everyone Avengers Assemble!

(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 Mjolnir 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 SHIELD Safe House Evening)

The Avengers minus Torunn and RWBY were gathered in the dining room as they were eating a meager dinner. Despite how hopeful they tried to be they were anything but as the meal was silent. Just then Nick Fury walked in getting them all on edge as they saw the Director of Shield standing there.

"Well that was some welcome." Nick said eating a sandwich while looking to the Avengers.

"Yeah well let's just say a lot of us have been on edge lately." James said as Nick observed them.

"I can tell." Nick said as he walked to the side a bit with news. "Well good news I managed to locate Penny and our rogue AI." Nick said as this got everyone hopeful.

"Great where are they?" Ruby asked ready to save Penny from Ultron's grasp.

"Oh and why should I tell you all Ms. Rose?" Nick asked as this got everyone annoyed. "From the last two fights Ultron's been picking you guys apart so who's to say this time won't be the last time he has to do it." Nick said as he was going somewhere with this.

"Sorry Director Fury but we were kind of hoping you'd have something more then what we already know." Blake said as Nick smiled a bit.

"I do have something more. I have all of you." Nick said getting everyone's attention on this. "With SHIELD I have eyes everywhere and ears everywhere else and you kids have all the tech you could dream of and yet here we all are back on Remnant with nothing but our wit and our will to save the world." Nick said as he walked to the table and looking to the group. "Ultron could have easily destroyed your lab, your Intel, and leave to do his business without you all being the wiser. Yet he showed who he was to you all, why?" Nick said as they all heard this.

"He made it personal for Weiss." James said as he began to realize this. "He also wanted us to know he did this because for him it's personal." James said as he began to put the pieces together.

"Exactly, Ultron says the Avengers are the only thing between him and his mission and whether he admits it or not his mission it total annihilation." Nick explained while looking to the group. "All this." He began gesturing to the group and beyond. "Laid in the grave." He said as everyone began to look to each other. "He may think he's ready for whatever you throw at him, but you kids grew some since you faced him last didn't you?" Nick said as Francis smiled a bit as did James. Azari and Pym smiled to each other knowing Fury was on the money there. "If that's so then stand and outwit the platinum bastard." Nick said as he began to sit down on a chair at the table.

"James doesn't like that kind of talk." Blake said with a smile as James glared at her for that.

"You know what Belladonna?" James began but Nick cut in.

"So what does Ultron want?" Nick asked as Pym then spoke up.

"He wants perfection and if Penny is an android and he took her without assimilating her he wants her to evolve." Pym said as this got everyone thinking.

"And since Penny is the first machine capable of producing an aura… Ultron would have to go to the one person in Remnant who could make the perfect body he desires… Penny's creator." Ruby said as Forest realized what Ultron was trying to do.

"Ultron is trying to evolve and he's trying to force Penny to evolve also." Forest said as he looked around him to his teammate and friends.

"So it looks like you kids are on your way to Atlas." Nick said as James looked around.

"We'll need a faster ride." James said as Weiss was typing something on her scroll.

"I got us covered." Weiss said as she got to work on calling in their ride.

(Meanwhile back at the Avengers Tower)

Systems activated as something began to rise on the platform. Its wings were curled up but it was clearly getting ready to launch. It wasn't long till the boosters went off and from there the large jet launched out to the location of a beacon.

(Back over with the Avengers)

The group heard the sound of a get from outside as Nick Fury laughed a bit when he saw the group run outside to see what Weiss had recently built. They in turn saw a large get begin to land as it was sleek and clearly fast while the Avengers and Team RWBY were shocked at what they were seeing.

"No way." Pym said smiling while looking upon a familiar sight.

"I've been working on this for some time after the fight with Graviton. If we need to get to Atlas fast this will get us there at Mach speed." Weiss explained as she then smiled to the group here. "I call it." Weiss began but Francis cut her off.

"The Quin Jet." Francis said as Weiss was surprised to hear this from him

"Ok here's the plan." James said as he looked to his friends. "Weiss we need you, Pym, and Forest back at the lab you managed to plug Ultron in make a program that can plug him out." James ordered as Weiss figured the tech geniuses would be needed for a task seeing as they helped make and reactivate Ultron in the same lab. After all if Ultron is unable to escape into the net it makes beating him simpler then it was before. "The rest of us are going in to get Penny out of there. Right now Penny is top priority as well as Civilian Life." James explained knowing that was important.

"I'm flying." Francis said as he headed for the jet.

"Think you can handle her?" Yang asked elbowing Francis.

"Comparing my skills behind the wheel to yours yeah I can handle her." Francis said as Yang rolled her eyes and in turn they began making their way to the Jet.

"Come on then let's go." Azari said as Ruby smiled to this.

"Alright next stop Atlas!" Ruby cheered as Nick then threw something to Ruby who luckily saw it and caught it. "Huh what's this?" Ruby asked as she looked the box over.

"You mom left that for you in case your powers ever surfaced." Nick said as Ruby was confused by it.

"But what is it?" Ruby asked as Nick began to walk away to the jet that brought him here.

"Your uniform." He said as he left knowing whatever Ultron was planning they needed all hands on deck. And thus Ruby opened it and didn't know whether to blush or smile at her own super hero outfit that her mother left for her. With that in mind everyone began to board the Quin Jet and in turn make their way over to Atlas to save Penny from Ultron's machinations.

(Scene Break Atlas Polendina's lab)

Geppetto didn't know whether to pat himself on the back with pride with how fast he worked or be utterly horrified at what he was made to do. Ultron imputed the micro-chip that would be the source of Penny's new powers as the body was in the final stages of construction.

"The finishing touches may take a few hours, but we can begin the mind and soul transfer now." Geppetto said as he plugged Penny into a large machine that was plugged to the pod holding her new body.

"Acknowledged as the transfer begins begin construction of MY new body." Ultron said as Geppetto knew with Penny now in a delicate state he had precious time to act to ensure Penny survived what was coming.

"Of course." Geppetto said as he walked to the next cradle while imputing a flash drive to the larger machine.

But then Ultron stopped as he looked off somewhere as if he sensed something. "Impossible." Ultron said as he knew this schematics of this vessel. "The Quin Jet." Ultron said as he knew he had very little time to act.

"Pause the transfer." Ultron ordered as Geppetto saw him walking over to Penny. "This body serve no more purpose." Ultron said before he blasted it leaving Geppetto in shock as Penny's eyes were widened in horror before she went completely limp and silent.

"PENNY!" Geppetto cried out as Ultron then looked to Geppetto.

"A copy of her matrix core survived in the Cradle the transfer will not be impeded." Ultron said as he then glared at Geppetto. "But now with current events you are a liability." Ultron said before blasting Geppetto to the wall. Ultron then looked to his androids and in turn they began to make their escape from the lab and from the Kingdom of Atlas.

His androids secured the cradle as they made their escape knowing full well the Avengers must not stand in their way. After all Ultron may be above human pettiness but he wants revenge against these children. And he knew the perfect way to acquire his revenge after all he calculated the perfect path to victory.

Unaware to Ultron Geppetto managed to sneak the flash dive onto the Cradle where it was currently plugged in.

(Meanwhile over with James)

James was dropped off by the Quin Jet with Yang as the blond was given some cold gear for this mission. "Two minutes stay close." James ordered as he looked to the robotic lab Geppetto was in charge of which was also where Penny was at.

"Come on I got a punch with Ultron's name on it." Yang said as she punched her fists together ready to kick ass.

(Later at the Lab)

James and Yang arrived at the lab and saw the damage Ultron had done to it. It was clearly Ultron's doing since much of the androids and parts built here was taken. No doubt Ultron had assimilated them into his system while he was here. But then James was wide eyed when he saw the limp Penny as even Yang was shocked to see her dead. Soon they heard a coughing sound and looked to see Geppetto there. But he was injured as his blood stained his clothing proved as such. James quickly grabbed a cloth and applied pressure to the wound to keep it from bleeding any further than it already was.

"Dr. Polendina?" James asked as he looked to Forest's uncle.

But then Geppetto stopped James' hand and looked to him. "No… No time." Geppetto said before pointing to Penny's 'corpse,' nearby. "She's still alive… inside… inside the cradle." He struggled as Yang heard this and both knew they had to hurry. "Keep Penny… keep her as herself… don't let Ultron… don't let him tear her soul apart." Geppetto begged as James nodded to the man.

"You have my word." James said as they had a friend to save. With that he and Penny ran off to go rescue Penny making sure medical teams were on the way for the old man named Geppetto.

(Later outside)

"Guys Ultron is on the move!" James called into his scroll as he and Yang were outside.

"Yeah he has some cradle thing and Penny is inside it." Yang confirmed as they Avengers heard this.

"Our main priority is search and rescue so try to find them." James said knowing they needed their teammates to move yesterday.

(The Quin Jet)

"Way ahead of you." Francis said as it was clear he was the driver of the Quin Jet as promised. "I already got a visual on them. It's a truck from the lab right above you, Janes. On the loop by the bridge." Francis said as both Azari and Blake heard this knowing it was now or never for them. "It's them we got three with the cradle and one in the cab." Francis noted as Ruby stuck her heard out of a changing room of sorts hearing this. Her shoulders were shown to be bear as it was clear she was getting dressed now.

"I can take out the driver." Francis said causing Ruby to go wide eyed at this knowing exactly what could happen if Francis did that.

"Negative!" James disagreed as it was clear he and Yang were currently on the move.

(Over with James and Yang)

"If that truck crashes we risk hurting Penny or worse possible killing her." James said while he climbed a ladder to the bridge in question. Yang was close behind him knowing what was needed to be done for this fight. "We need to draw out Ultron." James said as he and Yang kept on climbing the ladder to the bridge.

The two then arrived at the top the bridge and saw the truck approaching it. "Ready?" James asked as he looked over to his partner for their current mission here.

"Yeap." Yang said popping the P before the two then ran to the other side of the bridge and jumped off the ledge just as the truck was passing by. The duo landed on the trucks trailer and ended up rolling on the truck as it kept driving off. They rolled a bit as they made their way to the back where the doors were.

(Inside the Truck with Ultron)

Ultron heard the sound as he looked up and glared upon it. "Illogically dangerous… but not unanticipated." Ultron said knowing the Avengers would try to save the Penny unit somehow. Ultron then fired at the doors of the trailer and in turn nearly blasted James and Yang off.

Outside James and Yang held on tight before forcing their way back to the closed position. This in turn caused Ultron to blast them again as the two ended up jumping off and landing on the door now as an improve ramp. It was being dragged across the ground as James looked to Ultron and his copies knowing he had to be stopped and Penny also rescued.

"Well he's pissed." Yang said as James then smirked over to his current teammate here.

"Then let's keep him that way." James said as Francis was then heard on the communications.

"You two are no match for him." Francis said as James then rolled his eyes at his friend.

"Gosh Golly thanks Francis." James retorted before he and Yang began to climb back up.

Ultron looked over Penny's cradle that held her new body and then proceeded to take care of the current nuisances to a perfected orderly world in the form of the Avengers. Ultron then blasted to two off only for Yang to jump in and punch Ultron only for him to block her attack.

James wasn't as lucky as he was blasted into another car but he did not let that stop him. James then jumped to another truck and proceeded to use the momentum to jump onto the top of the trailer. He quickly found Yang there and not too far behind Ultron rising before them.

"I shall now allow you organics to stand before me and my mission." Ultron said glaring at the duo.

"Well can't exactly call your mission better for others." James said before launched his shield at Ultron with a spin throw. Yang joined in and punched the shield back at Ultron as it returned as it was clear Ultron was being double teamed and the shield was the method of attack.

(Meanwhile in the Quin Jet)

Francis maneuvered the Quin Jet through a ridge as the ship ran like a dream. "Ok Ruby you're up!" Francis called out as Ruby came out of the changing room a bit self-conscious but clearly going through with what she was doing.

"Ok." Ruby began as she then put a mask on her face. "Ready to go." She said as it was time to fly.

"Be careful." Blake said as they knew Ruby would be facing Ultron first after all seeing as she was his prime target of organic termination.

"I will try." Ruby said as normally it would be too soon to go into battle but right now they had to take down Ultron.

(Back Outside the Quin Jet)

The back hatch open as from it Ruby could be seen but now dressed differently. Now Ruby often questioned her mother on the choice of outfit but she wasn't complaining. Apparently her powers needed a sort of material to allow it to flow easier so in the event she ever overloads not only will it be contained but she won't end up naked in the worse of situation. Her costume consists of black mask over her eyes, a scarf, long black gloves covering her arms, long black boots that reach her long toned thighs and a skin-tight suit that covers up most of her torso. The outfit was mostly red which she enjoyed very much, it had a secondary color of black mainly around the arms, and a gold star like symbol on the chest. The Scarf itself was red no doubt to replaced her hood while in uniform. Regrettably she didn't have Crescent Rose with her since Ruby needed to modify her to factor in her inherited super powers.

Ruby nodded before she began to glow focusing her powers. In turn she jumped out the hatch and flew her way straight for Ultron. Ruby was a bit shaky but clearly a fast learner seeing as it was just like using her semblance for her. Only without worry of wasting her Aura with constant use. She began to grin as she zoomed through traffic avoiding hitting anything or anyone. She had one target in mind and that was Ultron.

(Battle)

Yang and James were still at it as James fired the Widow Magnum at Ultron from behind his shield. Yang avoided his laser shots and went for the punch. But her punch was easily knocked back seeing as Ultron's chaste was impossible for Yang to break through with brute force. James then threw his shield hard enough at Ultron that it got lodged into his chest. Ultron saw this and analyzed the situation before grabbing the shield form his chest.

"This tactic of yours has proven to be ineffective." Ultron said before tossing the shield off the trailer and got ready for the next round.

Just then a new voice was heard as it caused Yang and James to smile to it. "Hey chrome dome!" Ruby roared out and just then Ultron looked ready to attack but instead he failed to accurately calculate the speed and trajectory as he was then hit by a bullet of photon and rose petals by the name of Ruby.

Ultron was knocked down as he looked up glaring at the attacker as Ruby had a shaky landing on the trailer but she was ok. "It's payback time." Ruby said as she glared at Ultron.

"Inquiry I am to assume they call you Captain Marvel?" Ultron asked as Ruby glared at him and saw Yang. So long as Ruby knew her mother was alive she wasn't going to rip off her name.

"No… they call me Ms. Marvel!" Ruby roared out and fired a burst of photons from her hands. They Photons hit Ultron who was knocked back torts James and Yang. James slashed at Ultron while Yang punched him away with her Ember Celica. In turn it became three on one as Ultron was outnumbered by the three combatants blasting at him from three different angles. Ruby with those Photon Beams, Yang with Ember Celica, and James with his Widow Magnum firing at Ultron.

But James was then punched off the front of the truck. Luckily was able to hold on leaving himself hanging in front of the wind shield. The Ultron android driving though then tried to punch James who managed to avoid the attack with trained ease. They could really use some help here right about now.

(Back on the Quin Jet)

Blake and Azari were heading to another spot on the jet Weiss told them about as Blake proceeded to open it. She then smirked at what she saw and knew why it was there waiting. Francis kept flying as he saw the battle going on from above while keeping distance from it to avoid Ultron. "Think you can drive it?" Azari asked as he looked to Blake.

"Only one way to find out." Blake responded as she got ready with Azari.

"You got a window you two." Francis said as he got ready as well. "4, 3." Francis began before looking to the duo. "Give him hell." Francis said before pulling the switch.

(Outside)

The Quin Jet lowered to the ground and in turn opened the pod dropping off Blake and Azari on a motorcycle as the two drove down the road torts the truck. The two bobbed and weaved through the oncoming traffic as it was clear the two were the perfect partners.

"Heads up!" Azari called out as Blake saw James Shield on the ground.

"What am I the maid?" Blake asked as they began to pass by the shield. Azari then grabbed the shield and passed it over to Blake who then put it on the front of her bike like a battering ram.

(Francis)

"They're heading under the overpass I've got no shot." Francis said as Blake heard this.

"Which way?" Azari was heard as Francis kept flying.

"Hard right…" Francis began as he observed from his crow's nest above them. "Now." Francis finished as he saw the two were about do it.

(Blake and Azari)

Blake then took the hard right and began driving through another street. She and Azari took another turn and began driving through oncoming pedestrian traffic. They kept driving no doubt knowing James, Yang, and Ruby needed them and James no doubt needed his shield.

"Incoming!" Azari called out as they began to exit the alley and saw the truck there.

Blake nodded before Azari jumped off and onto the trailer seeing Ultron now had Yang under his boot and Ruby and James in either hands. Blake weaved under the truck and in turn tossed James shield over to him. James caught his shield while Azari slashed at Ultron's head while he was distracted. This allow James to hit Ultron with his shield causing him to stumble and release Yang from his foot pin.

Ultron glared at Francis before using his gravity generator and lifted the ground forcing Blake to stop and spin a bit. She then turned a doughnut and drove back after the truck just as Ultron's androids began firing at her.

Blake in turn began to drive up a set of stairs to a bridge area as she made sure people were out of the way. "Sorry! Coming through! Out of the way! Sorry again!" Blake called out while making sure not to hurt any civilians.

(James, Ruby, Yang, and Azari vs Ultron)

The four were attacking Ultron as Yang knew punches will only serve to hurt herself. Yang had to fight smart and in turn had to be light on her feet. Ruby meanwhile fired off Photon beams at Ultron from her hands while Azari went for his thunder attacks. James then used his shield to bash away one of Ultron's attack before firing off Widow Magnum. This then caused Ultron to fire his beams at James knocking him onto another car.

Ultron then used his gravity arm to force the car to rise up by means of the ground and in turn began to cause a Car Crash. James tried to dodge and avoid them while also jumping but he would no doubt miss the truck. Thus Ruby flew in and grabbed him as James saw her while she smiled to him.

"Thanks for the assist." James said grateful for her help.

"No problem." Ruby before dropping James back onto the truck.

"Come on!" James roared out going for pure melee using both the Widow Magnum in sword form and his shield to fight against Ultron. "Keep both eyes open!" Azari called out as he then flipped over and kicked Ultron using his powers to knocking him back some.

"Come get some!" Yang roared out as she followed up with Ruby as she grabbed his head and using the strength from her semblance managed to flip him over allowing Ruby to blast him with her Photons.

(Back over with Blake)

"Francis!" Blake called out to the communications as she drove by. "Can you draw out the guards?" Blake asked while easily avoiding the pedestrians.

(Francis)

"Let's find out." Francis said as he began to move into position.

(Blake)

Blake nodded in response confirming she heard what Francis had just said there. "Beep-Beep!" Blake called out to make sure people stayed out of her way.

(Back with the others)

The four kept hammering down on Ultron knowing the target was the cradle. But just as James got a good hit in the Quin Jet flew in and began to rain bullets down on Ultron. Ultron glared at the ship before he send his androids to deal with it. The Androids exited the trailer and went to deal with Francis and the Quin Jet.

(Francis)

Francis was then flying up as he saw the two androids guards were attacking the jet. Francis knew he had to shake them off somehow and he may just have the solution there. He then began to maneuver the ship by spinning it about which got him the desired results. The Androids who had latched onto the ship fell off but alas they activated their boosters and flew after Francis and the Quin Jet.

(Back with the Others)

The group was still fighting Ultron as they began to drive next to a train. Ruby flew around getting a better grasp of her abilities while firing Photon Blasts at Ultron. Yang gave Azari some momentum and allowed him to knock Ultron back a bit. Just then James bashed Ultron with his shield knocking him back some more. Ultron then began to counterattack and went at James only to be bashed by his shield into a nearby pillar breaking off a large chunk of it.

Ultron then glared at the group and then blasted both Yang and Ruby as Azari jumped away from the blast. He then charged at James and knocked him into the train. "Go I got things here!" Azari called out as the half-sister duo nodded before they went for the train.

(Francis)

While Francis was keeping Ultron's android henchmen busy he saw his sensors had pointed out the two bogey's flying away. "Heading back torts you. So whatever you're all about to do, do it now." Francis said as he kept flying knowing he may need to get back close again.

(James vs Ultron the Train)

James threw his shield at Ultron then punched it back allowing James to catch it. Ultron then flew at James who then jumped over his attack while he tried to keep civilians safe. Ultron then fired his beams at James knocking him back hard.

(Blake)

Blake was going for the truck as Azari moved to get inside the trailer itself. "I'm going in." Blake said as she drove the motorcycle. "James can you, Yang, and Ruby keep him occupied?" Blake asked as she had her target insight.

(Back with James)

"What do you think I've been doing?" James asked as he really needed to get this whole team thing working.

(Back with Blake)

Blake began to move the bike into position as she saw a road block coming up. She knew she only got one shot at this as Azari waited for her ready to get this job done with. She soon got onto a standing position on the bike as she got ready to jump into the moving trailer. She then jumped and rolled in as she was caught by Azari allowing the two to nod to each other. They headed for the cradle and began to look it over and saw the flash drive was in fact there and with it was what would be Penny's new body.

The duo got moving knowing full well they had little time to act on this. If they don't get this stuff out of here then that's another win for Ultron. Another win they CANNOT allow him to have against them.

(Outside)

The two androids had returned and proceeded to latch onto the trailer. Once they did so they saw a blockade in their way as they in turn began convert into full on boosters knowing they had to get Penny out of here for Ultron. Soon the trailer was flying with Azari and Blake inside it while they flew over the blockade allowing the truck to hit it instead causing the soldiers of Atlas to scramble away.

(Francis)

"Ok the package is airborne what now?" Francis asked as he was ready to shoot it down.

(Azari and Blake)

"DON'T SHOOT IT DOWN!" Azari called out as he and Blake began to cut the straps off.

"We'll send it over to you." Blake said as she helped out as well.

(Francis)

"How do you guys want me to take it?" Francis asked as he kept flying.

(Back with Blake and Azari)

"You probably should not have asked that." Azari said as he knew exactly what Blake was thinking since they had the same idea on this.

(James vs Ultron)

James was pinned as Ultron kept punching forcing James to either bob or block with his shield. Ultron kept the onslaught and then went for James Ribs causing him to cry out in pain. Just then a Photon Blast came in and knocked Ultron away from James. Ultron got up and looked before he saw Ruby there. He was about to attack her until a shot gun blast hit his back forcing him to look and see Yang there.

"Surrender and accept extermination the process will be quick and painless." Ultron said as he glared at the trio.

"Not on your life robot." Ruby growled as she glared at Ultron.

Ultron scoffed a bit before firing his beams at Yang to ducked and cover allowing Ultron to blast the train's controls. This in turn caused the speed to pick up as the people held on tight. Ultron then took his leave knowing full well the Avengers would leave innocent civilians to die like last time.

"We lost him! He's heading your way!" James called out heading for the controls only to see them destroyed. James then was wide eyed when he looked down the bridge and saw what was about to happen.

(Francis)

"Azari, Blake you two better stop making a litter and hurry up!" Francis called out hearing this as he moved the Quin Jet into position.

(Blake and Azari)

Blake quickly cut the last strap and set up a grenade and in turn the two latched onto the cradle. The Cradle in turn flew out of the trailer and over to the Quin Jet. Luckily Blake's Faunus senses picked up on Ultron as did Azari with his animal like senses. The two quickly acted as Blake created a double using her semblance and Azari on the other hand made what appeared to be a thunder shadow like clone. Ultron grabbed both but the Blake copy vanished while the Azari copy burst into lightning.

The two landed in the Quin Jet allowing it to fly off leaving Ultron disoriented from this. Blake and Azari ran over to Francis as they got Penny's cradle strapped in. "We have her!" Blake called out before James was heard.

"If you have Penny go get her to Weiss!" James was heard and in turn Francis got moving. The Quin Jet flew off leaving the remaining Avengers to handle one last problem.

(Back with James, Ruby, and Yang)

"Ok here's the plan, Yang get every civilian to the back carts." James ordered as Yang understood.

"Got it!" Yang called out getting to work as she got to doing this before James looked over to Ruby.

"Ruby go out there and put both your semblance and powers to the test get every civilian out of the way!" James called out as Ruby was wide eyed about this.

"But what about you?" Ruby asked as she was worried for James only for the train to shake when the train flew off the tracks and kept going. The two were forced to hold on as they had little time to act.

"JUST GO!" James roared at her forcing Ruby to no and head off. Ruby was like a bullet of Rose Petals and Photons as she made her escape. "Ok… let's figure this out." James said as he went for the emergency breaks hoping it would help stop this runaway train from causing harm to innocent civilians.

(With Ruby AKA Ms. Marvel)

People scrambled out of the way but then vanished as a blur of Photons and Rose Petals flew by grabbing them and moving them to safety. People had no idea what happened but were grateful when they saw the train fly by nearly killing them. Ruby was pushing her powers to her limit as she was even beginning to sweat a bit from anxiety and strain.

(Back with James)

James got into position and used his shield to block whatever was coming. But as he did so James went wide eyed as he felt his Aura… shift somehow. He then stood his ground and focused as if instinctively knowing what to do. Just then his shield began to glow and was followed by a phantom image of it. The Shield then shot out outside the train and began to get to work.

(The Aura Shield)

The Aura made Shield flew below the train and began to divide into more before they hit lodged themselves in the wheels. This in turn caused the train to slow down while grinding against the phantom Shields.

(Outside)

The train began to slow down as it was clear whatever James was doing was working as Ruby zoomed through the streets getting the civilians to safety. The train kept slowing down until it came to a full halt. This in turn allowed the doors to open as people were being helped off the train as Ruby was sitting on a box catching her breath.

"Ruby!" Yang called out as Ruby looked and saw Ruby in the outfit. "Are you ok?" Yang asked looking to Ruby.

"Yes ma'am." Ruby said as Yang realized why Ruby called her ma'am.

"Good job then Ms. Marvel." Yang said as James stumbled out causing the two to notice him. Yang caught him as it was clear his aura was drained.

"Wow you ok?" Yang asked as James nodded a bit.

"Yeah… I… I think I… discovered my Semblance." James panted while catching his breath.

"Did we get the cradle?" Ruby asked as she looked to her friends.

"Yeah… Weiss will have it." James said as he was getting his energy back. "But right now we need a ride to Vale stat." James said knowing full well they had to get back before she does something reckless with Penny.

"Ok but how?" Yang asked as Ruby was out of juice and the Quin Jet was probably halfway to Vale by now.

"Fury." James said knowing Fury had a plan and just then a Shield carrier ship made a landing.

"You got that right." Fury was heard from the intercom allowing the trio to board it. They had to chase after Penny now because there's no telling what sort of nasty traps Ultron may have put into her. And Weiss may very well spring them if she isn't careful.

(Meanwhile at Mtn. Glenn Vale Ultron)

Explosions were heard inside a cave as Faunus of the White Fang were running for cover as fast as they could. Roman ran over as he saw his favorite Fanger Parry run in while Faunus were being attacked by Androids.

"What the, Perry did Atlas find us?!" Roman asked because if Cinder finds out they were all in some deep trouble.

"Hardly." Ultron was heard as the androids made way for Ultron as he grabbed Roman and pinned him to the wall. "Roman Torchwick criminal guilty of all chargers he has been accused of you no longer hold command of this operation." Ultron said glaring at Roman Torchwick. "You organics shall either assist me or be exterminated for now Ultron is in command." Ultron said as his plans have been derailed a bit but not enough to stop them.

"You and what army!?" A White Fang member demanded before Ultron raised his hand. In doing so his androids all ran into the cave and was shown to outnumber the White Fang a hundred to one.

"You had to ask." Roman said glaring at the idiot White Fang Member.

"Very well." Ultron said as he dropped Roman. "Get back to work I expect this train to be loaded within the day." Ultron said as they all gulped a bit. "And if not… you will all wish the Humans had still enslaved your kind." Ultron threatened showing he was in command and had no problems killing worthless organics. IT was all for the mission of global peace and thus sacrifices must be made for this desired goal.

Ultron was getting ready for his final card to show the world who its new master was. He wants the Avengers to know they failed and this time he will ensure that any and all form of hope is deleted. James and Ruby must die first then the rest of the Avengers, followed by all the heroes roaming this chaotic world, then the Huntsman, and finally he will make sure that all of the organics are brought to heel.

(TBC)

ESKK: Well three updated fics in one day. Man I am on a roll today and added the fact James and Azari discovered their semblances I say it was a job well done for me. Anyway it's late and I'd like to go to bed now so leave a review before you leave this chapter and I will say ja-ne.