Next Avengers Heroes of Remnant

ESKK: Hey folks happy to see the new chapter is up so let's get this show on the road people.

(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 Mjolnir. Torunn took her sword back and tossed Mjolnir 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 Mjolnir 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 Schnee Lab)

"Well anything?" Weiss asked as she walked into her lab to see Pym and Francis trying to crack the cradle open.

"Nope it's sealed tight." Francis said as he then looked over to Weiss. "How's that firewall program working?" Francis asked as Weiss sighed.

"It's done though I don't know how strong it will be when we put it against Ultron." Weiss said as Blake then walked in.

"Well it's a start." Blake said as it was clear they were at a lost here.

"We're gonna have to access the program and break it down from within." Forest said as Weiss then looked to the pod and the flash drive and began to get an idea on how they can beat Ultron and make him stay down once he's beaten.

"Hey can you guys try to see if you can get James, Yang, and Ruby see if they weren't caught by Ultron." Weiss asked as Francis nodded.

"I got that." Francis said before she looked to Blake. "Oh and can you two see if there has been any updates on the White Fang I get the feeling Ultron may use them next." Weiss said as Azari shrugged a bit.

"Can't leave anything outside the realm of reason with Ultron." Azari said as Blake nodded to her.

"I'll see if I can cast some lines the White Fang does use its own method of communications to stay off the radar." Blake said as she knew Ultron may very well try to use the Fang to their advantage.

The room was then left with Pym, Forest, and Weiss as Forest began to get to work. "I can begin work on tissue degeneration while you fry whatever operating system Grandad Geppetto implanted and Pym can handle any unsavory traps Ultron left." Forest said but Weiss had other plans.

"Yes, well about that…" Weiss trailed off as this got the eyes of both Pym and Forest on the heiress. "I had an idea and it involved this chaste." Weiss began as she then pulled out her scroll and activated it to the side. "And Penny." Weiss finished as Penny's data core appeared in the room.

"I don't like where this is going." Pym said as they all saw this.

"No." Forest said already seeing the plan and its outcome.

"You both have to trust me." Weiss said as she looked to the two Brainiac's.

"Kind of don't." Forest said as he did NOT want another Ultron running around here.

"Look we need to think on the big question the Why." Weiss began as she got her scroll and pointed it out. "Why did Ultron want Penny?" Weiss asked as Pym spoke up.

"Because she was like him and he wanted her at his side." Pym said but Weiss disagreed in a sense.

"Yes, he was the only one of hid kind Penny would have been the Eve to his Adam. But most of all… he was scared of her." Weiss said as Forest was no confused.

"And how do you know that?" Forest asked as Penny then smirked to this.

"Why not ask Penny herself?" Forest asked and just then where Jarvis had once floated Penny's data core appeared.

"Salutations." Penny said despite not having a body she was happy to be alive.

"Penny?!" Forest and Pym asked in shock as they saw Penny.

"Penny can you be a dear and tell them what you told me when I pieced you together from the flash drive." Weiss ordered as Penny was already on it.

"Yes Ultron wanted to evolve but he wanted to evolve into a form where he would instill perfection upon mankind. To do this he would have to force mankind to evolve with him. Using the tale of the twin gods as a basis Ultron intended to backtrack mankind so he and I would appear before them as deities of sorts." Penny said explaining Ultron's grand scheme.

"With his technology and the primitive state the world would be in passing off as a divine being would be child's play and once he has done so carrying out his directive would be a simple matter." Penny explained as everyone listened to her. "He calls it Noah's Ark and he intends to carry out the first phase of it in Vale." Penny explained as both Pym and Forest got the gist of it.

"Ok… so you want me and Pym to help you put Penny into this thing?" Forest asked gesturing to the names mentioned before ending the gesture at the cradle.

"No! Of course not." Weiss said but Pym knew better then to take her word for it. "I want to help you both put Penny into this thing." Weiss said as the two raised their hands to this. "We're out of my field, here." Weiss confessed trying to get these two on board with this idea. "Forest you know Souls and Aura better than anyone and Pym knows nanites better than any adult three times his age." Weiss said as Forest was at a lost here.

"And your just assuming Penny's operational matrix and her unique build up will beat Ultron's and keep her in control?" Forest asked knowing this could easily turn out bad here.

"Don't you both see it? This is the opportunity we need we can create Ultron's perfect self without the homicidal glitches he THINKS are his winning personality. We have to." Weiss said showing they were out of options. They got lucky with this victory and if Ultron was about to enter his endgame then they needed all the muscle they can get their hands on.

"I think it's worth a shot." Penny added as Forest was now at a loss for words.

"I'm in a loop! I'm caught in a time loop!" Forest said as he looked to Weiss as Pym agreed.

"Yeah isn't this exactly where it all went wrong?" Pym said as Weiss then approached them.

"I Know. I know. I know what's everyone is going to say. But they're already saying it." Weiss said as she then put a hand on Forest's shoulder and one on Pym's head. "We're mad scientists yes but we're reckless and stubborn enough to own it and make a stand." Weiss said as the eyes of her senior and junior were on her. "It's not a loop… it's the end of the line." Weiss explained as she looked to the two heroes.

At the end of this both heroes knew what was going too happened and agreed. 'We're going to regret this.' Both Pym and Forest thought as they got to work.

(Later)

Forest and Pym were plugging in cables to the cradle while Weiss was running numbers on this new risk.

(Mtn. Glenn)

Ultron was being as efficient as possible as some of the Fang Members were locked in large cells as the Androids came in to switch the shifts or replace a dead worker. In the corner one Fang Member was using gathered tools to make an improve radio to call for help. His friends kept watch as he got to work knowing if the other White Fang Members didn't get this then hopefully Atlas or Vale would get it.

(Back with Blake)

Black had an old radio set as she was trying to receive a signal from the White Fang hopefully to pinpoint where in Vale they were located. Blake then heard noise from the radio and grabbed the headset and began to listen in. She paid close attention to it hoping she caught a lead to Ultron.

(Mountain Glenn)

Back at the jail cells the White Fang was using Morse code to call for help because they didn't have much option right now.

(Back with Blake)

Blake smirked as she got what she needed and began to input the coordinates and close in on the White Fang's location.

(Back with Pym, Weiss, and Forest)

"This framework is not compatible." Weiss said as she typed on her computer.

"Adjusting." Pym responded as he was sitting cross legged adjusting the data.

"Genetic coding towering is at 97%. You have got to upload that schematic in the next three minutes." Forest said as the trio got to work on reviving Penny.

Just then a familiar foot stomped in as the trio looked like a deer in headlights when they saw James, Yang, and Ruby standing there. "Oh boy." Pym said realizing he was in trouble now.

"I'm going to say this once." James said showing he was not pleased by his tone of voice alone.

"How about none-ce?" Weiss countered as she glared at James.

"Shut it down now!" James ordered as he glared at Weiss unaware of what she was really creating here.

"Nope, that will NOT Happen." Weiss said as she quickly got back to work on the project.

"You don't know what you're doing." James said as he glared at Weiss, Pym, and Forest.

"Oh and you do?" Forest asked as he looked to James.

"Look I know penny is in there but you're going to make a monster out of her just like Ultron." Ruby said not wanting her friends to become a monster made by science.

"Professor after everything that's happened!" James began as Ruby got a bit worried here.

"It's nothing compared to what's coming!" Weiss argued before Yang jumped in.

"You don't know what's in there, Ice Queen!" Yang yelled as Ruby looked around a bit.

"This isn't a game!" James added but just before the argument could progress Ruby vanished in a flurry of Rose Petals and quickly use her Kree Strength to unplug the large cables that were jacked into the cradle.

All eyes were on Ruby when they saw she had the cables in her hands that she proceeded to drop down. "Sorry about this Penny." Ruby apologized wanting to save Penny but not risk another Ultron in the form of Penny.

"So you were saying?" Yang taunted a bit chalking that up as a win for team star spangled rose.

Just then the group heard a gun go off from under Ruby as the Kree Hybrid saw a bullet fly pass her from below. The glass then broke under her as Ruby fell with a yelp and saw Francis there. "Ruby!" Yang called out as she saw her sister's problem.

"Hey Rubes." Francis said showing why he was called Hawkeye.

From above Azari and Blake showed up as they knew what was happening as warning signs blared on the screens due to the loss of power. "I'm rerouting the upload!" Weiss called out as she got to work.

James then acted and flung his shield out causing Pym to shrink down so he could duck and cover. Weiss then summoned up her armors gauntlet and chest part before firing a blast at James. Azari jumped in and forced James to put up his shield and block his claw attacks. "Sorry James!" Azari called out only for James to kick him off.

"Yeah same here." James said honestly hoping this wasn't the catalyst to a civil war event.

Yang was about to jump in until Forest restrained her from behind and glared at her. "Go ahead, Ms. Xiao-Long piss me off." Forest threatened as he glared at Yang having plenty of reason to be pissed with her considering the damage she, Nora, and Torunn had caused to Beacon since they enrolled.

Just then James went for Weiss who got her chest armor on before firing a uni-beam at James. Both were knocked back James from the blast and Weiss from the force and her lack of full armor. Yang then stepped on Forest's foot causing him to cry out in pain and in turn allowing Yang to get free. She then pushed him hard enough to knock him back but soft enough to avoid risking a Hulk event. But just then Blake jumped in and grabbed Yang before using a martial arts type throw to toss Yang aside.

Azari was about to get the cables plugged back in with Pym until glass shattered revealing Torunn fully clothed after her first meeting with Salem. Torunn then saw the cradle and jumped torts it before she raised her sword up using it as a lightning rod.

"Wait!" Forest called out as Torunn summed the lightning to her sword. She then sent it torts the cradle knowing she had little time to explain or act while the lightning flowed into the cradle. The nearby computer screens flashed to life with a power overload while everyone was shocked at what Torunn was doing.

Then the power stopped flowing as Torunn did what she had to do and now must hope for the best. Just then the cradle burst open causing everyone to duck and cover while Torunn was knocked back and her sword stabbed to the ground nearby. The Avengers all looked and saw Penny rise from the cradle and looking very much like a human being would save for key differences. Her green color has become more prominent on her arms and legs while her hair was now undone yet long and flowing. Her forehead had a yellow chip in it as her skin had a red tinge to it.

For the Avengers Penny looked like she could pass as the daughter of the Vision. Now the question was if she was in fact the Vision they needed here. Penny rose up as she looked around through the optics of her new body and then looked upon her new body itself. Penny then charged and even flew at Torunn only for Torunn to toss her aside and break through a window as everyone panicked a tad bit.

Meanwhile Penny stopped at the outer window and saw her reflection through its glass. She looked upon it and the city noting that this wasn't the face she was used to seeing in a mirror. The Avengers began to gather around her only for Torunn to stop them from advancing as she knew what would happen if they did.

"She's naked." Ruby noted to Yang as Yang smirked and nodded to this while the guys averted their eyes from the image of Penny's nude body.

Meanwhile Penny began to from an outfit similar to her old one but also a mixed of the Visions outfit. She then began to float down to the others as Torunn put her sword down to approach her none threat like.

"Salutations!" Penny greeted with a smile but her smile felt odd to her. "I'm sorry… that was odd." Penny confessed as she then diverted her gaze to Torunn. "Thank you friend Torunn." Penny said before noting the fact at times Torunn had a cape and in turn opted to make her own cape that appeared on her.

"Torunn, you helped create this?" James asked as Ruby looked to the reborn Penny.

"I've had a vision: a whirlpool that sucks in all hope of life, and she." Torunn began while pointing at Penny. "Was at its center." Torunn said as all eyes were on her. "I found out where the Stones are hidden in and I found out whose really seeking them." Torunn said as all eyes were on her from those unaware.

"Stones?" Yang asked as Torunn nodded.

"We're not dealing with Thanos someone born from Remnant's ancient past is seeking the stones out." Torunn said as they all looked to her.

"What Stones and whose looking for them?" Ruby asked as James also wanted answers on the, who was looking for the six Infinity Stones.

"The Six Infinity Stones, the greatest power in the universe. Unparalleled in their destructive capabilities and the one seeking them out… her name is Salem." Torunn said as James and Ruby were confused.

"Who is Salem and how did you find out about her?" James asked as Torunn looked to the side a bit.

"I met her recently when I went to delve deeper into my vision… she is in no way an ally because with those stones, the one who did that to Remnant's moon." Torunn began as she pointed to the shattered moon. "She will make it look like a broken glass." Torunn said as this caused many of them to go wide eyed at this information.

"So if she plays a roll why bring her here?" Yang asked before she looked over to Penny. "No offense." Yang apologized not wanting to offend their friend here.

"None taken." Penny responded as Torunn then looked to the group.

"Because Weiss is right." Torunn said as this got everyone to go wide eyed at this.

"Oh boy end times." Ruby said as Weiss being right about a paranoid hunch was a scary thought right there.

"The Avengers cannot defeat Ultron." Torunn said as Penny then spoke up.

"Not alone." Penny explained as she walked over to the others. "I can already tell… even though I am Penny at the same time I'm not." Penny began as she looked to the others. "But at the same time you all see me as a child of Ultron." Penny said as James wanted answers.

"You're not?" James asked causing Ruby to elbow him.

"I'm not Ultron… I still feel like Penny but not Penny." Penny explained as if trying to make sense of her new lease on life. "But I've been in Ultron's head in the briefest of moments… and I think I can defeat him from within." Penny explained her role as best she could.

"That means with Penny on our side." Ruby began but James cut her off.

"Is she?" James asked as he then looked over to Penny. "Are you on our side?" James asked as all eyes were on Penny now.

"I understand your distrust… but I don't think it's so simple." Penny said as she walked away a bit. "But I see it like this… Ultron wanted me and him to be seen as Gods but not be actual gods. In a sense he wanted us as Adam and Eve mixed with the twin gods of old." Penny said while she explained further. "I would be life and Ultron would be death, thus I am on the side of life while Ultron is not thus he will end it all." Penny explained as this was raising red flags.

"What's he waiting for?" Weiss asked as she wanted answers.

"You." Penny said as she looked to the gathered Avengers.

"Where?" Ruby asked as she had a score to settle with Ultron.

"Mt. Glenn." Both Penny and Blake said at the same time.

"Hidden in the underground village the last bastion of the failed expansion of Vale." Penny said as she looked to the group. "The White Fang is there also with Roman Torchwick." Penny explained further as now they had the location of two targets in one.

But just then Forest began to walk torts Penny looking to her skeptically. "If we're wrong about you… If Ultron managed to have changed you into a monster…" Forest began but Penny had a counter argument.

"What would you do?" Penny asked as she wouldn't put it past them seeing as Ultron made her into this form.

"I don't want to kill, Ultron. He's unique and he's so much like me but he's in pain." Penny explained as she walked over to where Torunn left her sword. "His pain will wash over Remnant and destroy all in its path thus he must be destroyed." Penny said as she looked to her friends. "Every form he's built, every Trace of his presence on the net." Penny explained detailing the importance of stopping Ultron.

"We have to act now and not one of us can do it without the others." Penny said as she looked to the others. "Maybe I am a monster." Penny said as she looked to her hands with great concern. "I don't I'd known if I were one." Penny said as she turned around a bit. "I'm not what all of you are and I'm not what Ultron intended." Penny said as her hand grabbed a familiar hilt. "So there may be no way to make you all to trust me." Penny said as she then turned around to Torunn. "But we need to go now." Penny said while handing Torunn her sword leaving everyone here in shock to this.

Torunn kept her cool and then began to walk away. "Alright well done." Torunn said while patting the shocked Weiss on the shoulder.

"3 Minutes get what you need." James ordered as Ruby smirked to this knowing it was time to Assemble.

(Francis)

Francis was getting his arrows ready and any other gear as he was in his room suiting up. He then grabbed a pair of sunglasses and put them on. When he did so he smirked as they fixed his vision allowing him to adjust it as needed.

(Torunn and Penny)

Torunn summed forth a thunderbolt at the Avengers Launch Pad and in turn she was in her golden Armor once it ended. She then sat on her knees almost meditating as she closed her eyes to focus. Thunder sounded from afar as clearly Torunn was trying to contact her father Thor.

Nearby Penny was floating as she was also prepping for battle herself but in a more mental state as she knew she would need it for Ultron.

(Blake, Yang, and Ruby)

Blake was getting her weapons loaded up as she put her Widow Stingers on her wrists and her Gambol Shroud at her hip. With it she put two baton like items on her back as she made sure she was ready for whatever Ultron had planned for them upon arrival.

Yang was making sure she had spare shells for Ember Celica as she punched her fists together ready to fight. She had the belts wrapped around her torso in an x form, hanging off her hips in a ring, and around her stomach just in case she needed it. She then tossed to Ruby a cartridge which she easily caught. Ruby smiled knowing the design and pulled out Crescent Rose now equipped with an Adamanium blade among other things before holstering it at its normal spot.

(Azari and Pym)

Azari was loading up his daggers and getting his gear ready as he tested them out and smirked when he saw they worked. Pym meanwhile was loading up throwing stars that were loaded with Pym Particles for them to use. Once he did this he put on a head piece and smiled when he saw the Ant's in the building come marching into the room.

(Weiss)

Weiss was sorting through some cartridges as she had them all named with tape and sharpie. She then got to one that said Friday and thus she inserted it into the computer. The Computer was plugged into her network that JARVIS controlled and thus she began to download the program. Once she did so the download was soon complete as a new voice was heard.

"Good evening boss." A female voice was heard that no doubt belonged to Weiss' new AI now dubbed Friday.

(Later James, Weiss, Forest, and Ruby)

"There is no way we're all getting through this is there?" Ruby asked as she was in her Ms. Marvel outfit minus the mask.

"Of course if so much as one tin soldier is left standing then we've lost." Weiss explained as the plan was simple enough to follow. "There's going to be blood on the floor." Weiss said as they were preparing for battle.

"I don't have any plans tomorrow night so I'm free." James said as the joke showed they couldn't attend the Dance because of Ultron.

"I will get the first shot on Ultron. Its Iron-Heart he's waiting for after all." Weiss said just as Penny walked by.

"That's true next to James and Ruby he hates you the most." Penny said while walking by preparing for battle herself. But her words held truth it was Tony Stark who managed to whisk the Avenger children to safety so Ultron will attempt to prevent any future avengers from appearing in the future. But the truth remained the same they either win this fight or sacrifice Remnant losing it.

(Scene Break Quin Jet)

The Avengers were gathered in the Quin Jet as James and Ruby were both addressing the teams. "Ultron is expecting us so odds are we'll be flying into heavy fire." James said as it was the opening speech before battle.

"But the people Vale didn't ask for this. We've already contacted Professor Ozpin and Nick Fury on the situation. They're already working on evacuating the town." Ruby said as she showed the images of local Huntsman and SHIELD Agents evacuating the area the battle would take place.

"Our main priority is civilian safety and getting them out." James said as he looked to everyone gathered here.

"General Ironwood was already made aware of Ultron's impending attack. But he's also been told to focus on evacuation efforts. I made it clear to him as did Director Fury that Ultron can corrupt and assimilate any machine sent at him more advance then a steam engine. Since most of the General's forces are androids at the moment he's been ordered to stay out of it." Penny said but she wasn't done. "He sent in his few none mechanical soldiers to help with the efforts but it is slow going." Penny said as they all looked to the Vision.

"I've also sent word to some of our friends in Beacon we should have help when things go down." Ruby said letting her friends and teammates know that they had backup on the way.

"Good, we need to know how Ultron intends to begin his cyber-forming of Remnant, we also find the White Fang and get them out of there, and most of all we need to clear the field." James explained knowing full well innocent lives did not need to be lost this day.

"So keep the fighting between us and Ultron." Ruby added as everyone agreed. Both Ruby and James knew it was time to rally the troops and to assemble the team.

"Ultron… thinks we're monsters that we're what's wrong with Remnant." James began as Ruby then spoke up.

"This isn't just about beating him it's about whether he's right." Ruby said as it was time to gather the team. After all this whole time they've been met with what their actions have caused due to Ultron. It was time to prove that Ultron was wrong and that though they make mistakes they know how to fix the mistakes they make while saving the world of Remnant.

(Scene Break Mt Glenn Morning)

The Quin Jet flew into the Mountain Glenn Airspace flying over the ruins of the failed major expansion of Vale. But just then from the rear hatch Iron-Heart and Ms. Marvel flew out as they began to search for the access to the cave System.

"Anything?" Ruby asked as she looked to Weiss.

"No… nothing. Wait I see something!" Weiss called out as Friday scanned the pathway.

"It's the old subway tunnel in Mountain Glenn. The one that has the train system to Vale." Friday said as she scanned the tunnel. "It should lead us straight to Ultron's hidden lair.

(Quin Jet)

"Ok then Francis land the jet and have it head back to Vale on autopilot." James ordered as Francis nodded.

"Got it boss." Francis said as he began to land.

"Ok we're about to be walking into heavy fire. So once we land… give them hell." James said as Francis then laughed a bit.

"Jeez don't be a pouty mouth James." Francis said as this got a laugh from everyone who was here.

"Let's go." James said as it was time to get to work and be heroes.

(Scene Break Over with Ultron)

Ultron was monitoring the White Fang as they carried out the job tasked of them. As he did so he dealt with any and all Faunus who were working less then efficient as he was running on a tight schedule. He cared little for what they thought of him but whenever they rebelled he made quick work of the uprising.

Just then an explosion was heard as Ultron quickly used his sensors to investigate it. "Ultron!" Parry was heard as he ran in looking to the android.

"Report." Ultron said just before another explosion shook the cave system they were working in.

"It's… the Avengers." Parry said as he may sound worried inside he was never so happy to see humans in all his life.

Ultron exited the room with Parry and saw the Avengers as Ruby flew by in a burst of photons while Francis ran after her with arrows firing them off at Ultron's androids. Blake took down the White Fang Members using the batons to stun them.

"Begin the operation our guests of honor have arrived." Ultron said as Parry was surprised by this.

"But we're not finished." Parry said only for Ultron to blast him with a beam leaving him to start bleeding.

"Inquiry: any other objections?" Ultron asked as the White Fang eased back after this.

(Over with the Avengers)

The Avengers all came in as James bashed an android with his Shield and fired the Widow Magnum at the other. James then threw his shield causing it to ricochet off pillars and walls just before Blake caught it. She then spun and threw the shield back at James who caught it and used the edge of it to slice through an android.

Francis fired explosive Arrows at his targets as he then saw many of them get to close. He then split his bow in two and began using it like twin bladed weapons taking down the oncoming androids. Then one of them was shrunk down as Pym appeared to stomp on it holding throwing stars filled up with Pym Particles in his hands.

Next was Azari as he sent out a thunder panther that exploded with electricity followed by Torunn sending a thunder wave with her, sword. They weren't done as then Weiss in her Iron-Heart armor flew in and fired repulser blasts firing it off at every foe they came upon before Penny came in and used her swords to tear many Ultron controlled android units apart. Just then Hulk busted in and smashed many androids at once and even bit the head off of one and flinging the body at a few more of the robots. Penny then flew in again firing a beam from her forehead before her hand phased through an android and tore out its primary processing unit.

Just then the Avengers gathered as they looked over to the train and saw it wasn't leaving yet. "Come on let's stop that train." Ruby AKA Ms. Marvel said but alas she said it a moment too late.

"Attention White Fang the train is now departing." Ultron was heard from his androids and the intercom. "Either board the train and accept submitting to me or stay to die when this world is left… as metal." Ultron was heard as the train let out steam and began to move out. Of course the White Fang all panicked and began to board the train to make their escape since they rather not die in this cave filled with the dead and Grimm.

"Well any new ideas?" Pym asked as James looked to the train.

"Yeah Ruby's plan but this time we need to get ON that train." James said as in turn they got ready to move.

(Later on the train)

A White Fang member was keeping watch as he was worried that Ultron was going to kill them all. After all Ultron made it clear he was not fond of organic life be it human or Faunus. HE was honestly all for killing the humans but Ultron wanted to kill all life humans and Faunus. He just hoped helping the murder bot would give them a pass as his target.

Just then he turned around only to be nailed in the face by James shield as the Faunus fell down clearly being out cold now. "Stay down buddy." James said as they had to move now.

(Ultron and Roman)

Ultron and Roman were at the caboose of the train as Ultron had an android driving it while Roman was kept around by Ultron. Ultron knew Roman was working for someone and knew someone had imputed a virus into the CCT. Roman was going to lead Ultron to his boss and thus Ultron will deal with whoever he or she is himself once he located them.

Then a White Fang ran into the caboose and looked to Ultron with worry when Ultron detected it. "Um boss and boss bot the Avengers they're…" HE began but Ultron cut him off.

"The Avengers are on board the train. Response: Eliminate them but leave the leaders to me." Ultron said knowing what to do about these stubborn Children.

"Got it." The Fang member said as he went to help Ultron's other bodies deal with the Avengers on the train.

(Back with the Avengers)

The Avengers were on now on top of the Fang Train as James looked to his allies and began detailing the plan. "We got a bomb." Weiss said as her sensors picked up on it. James opened the hatch and saw the Bomb inside it.

"Should we disarm it?" Blake asked only for it to start beeping.

"Hulk is it Gamma?" James asked as Hulk looked at it.

"No Bomb not Gamma. Hulk knows if Gamma." Hulk confirmed as Weiss was surprised Hulk would know about that.

"Ok let's move then!" James said as they ran off the cart over to the next one.

"I'll decouple it!" Blake called out going for the cart's couples only to see it come undone by itself.

"Blake!" Azari called out as he looked to Blake.

"We have a problem it decoupled itself!" Blake called out as James then looked to the cart they were on and saw another bomb.

"This one has a bomb also!" James called out as Penny then flew over to the next one.

"So does this one!" Penny called out as Yang realized what this was as did Francs.

"They ALL have bombs!?" Francis and Yang cried out when they realized the Train was filled with bombs right now.

"This doesn't make sense why would they do this?" Yang asked as she tried to think it through.

"Ultron always has a plan for everything he NEVER does something without logic backing it up as twisted as his sense of it is." James said as Ruby then noticed something ahead of them.

"We got baddies though!" Ruby called out as Ultron's androids and the White Fang began to climb on top of the train.

In turn the Avengers sprang into action as they began to fight their way through the terrorists and killer robot bodies of Ultron. Yang punched the white fang member happy to have something she can punch while Hulk roared out and smashed his way through the many foes. Yang then got onto Hulk who then threw Yang at the Fang giving her momentum to cause some damage to them.

With that done Azari and Torunn came in next as Torunn swung her sword at them releasing currents of thunder about while Azari took out his bow staff and swung it around while using his own thunder based powers to enhanced his attacks judging by his marks glowing.

Then Ruby, Weiss, and Penny flew in firing off lasers and beams at their foes as Penny even used her close ranged style with her swords. Following this Ruby busted out Crescent Rose and swung it around spinning and slashed up anything that came her way. Weiss then used her Glyphs to enhance her repulser beams fired off her ice attacks.

Then it was Pym as he flew in and sent out his throwing stars shrinking the White Fang's weapons disarming them and shrinking the Ultron bots to be easily squashed. Pym then shrunk down and began firing off his stingers causing the White Fang to try and fail to squat him away like a bug. Following up Pym was Francis as he fired off explosive Arrows and pulse Arrows taking out multiple foes at once and causing a Wilhelm Scream when a White Fang Member fell off the train thanks to the Archers gadget Arrows.

Next up was James and Blake as the two fired off their weapons before going back to back taking on multiple White Fang and Ultron Bots all at once. James then flung his shield out while Blake used Gambol Shroud to wrap around the Shield. She then spun around hitting multiple Fangers at once with it before retracting allowing James to catch his shield again.

They quickly worked on stemming the tide but they did not deter from their path. For while the bad guys kept coming the Avengers kept fighting on till the battle's won. And if by chance they lose the battle well they will do as their names imply and Avenge Vale.

Iron-Heart charged through leaving a trial of ice behind while Yang punched a Fang member back into the train. Blake easily slashed her way through the White Fang and Ultron Bots while Ruby used a combination of Crescent Rose, her Photonic powers, and her Semblance to breeze through her foes.

But just then James looked behind him and saw another train car explode once detached and in turn saw the tunnels and holes it made allowing Grimm inside the tunnels. "Guys he's leading Grimm into the city!" James called out as everyone was shocked by this.

(Weiss)

"HE's right boss." Friday began as she ran the numbers. "The Train Carts detach and explode to make multiple openings for the Grimm and the train with its passengers shall lead them into the city." Friday explained as Weiss saw this.

"Great." Weiss said as she realized they were in trouble when this trains gets to Vale.

(Battle)

"We have to hurry!" James called out as he began to run down the train but also began to detail his plan. "Ok Hulk, Penny, Weiss; Ruby you guys are with me top side we need to locate Ultron as fast as possible while also stopping this train." James said as Weiss nodded as did Penny.

"Already working on that." Weiss said knowing Ultron had to be on this train.

"The rest of you go down below try to see if you can stop those bombs before they go off." James said as Francis nodded.

"You got it!" Francis said as it was time to fight their way out of this and to save Vale. Once they ran they split to handle their ongoing problem in order to stop Ultron.

(With Team A)

James was running with Hulk as Iron-Heart, Ms. Marvel, and the new Vision named Penny were going down the train. Ahead they saw the Iron-Monger knock offs activating as it was clear Ironwood had mass produced them. James then looked over to Hulk and knew what to do. "Hulk." James began as Hulk looked to the leader. "Smash." James ordered and thus Hulk smirked and sprinted torts the Iron-Mongers before he began to smash his way through the large suits of armor.

Hulk roared out and began smashing through the suits tearing them apart while Penny phased through them and forced the pilots out of said suits. James then jumped in firing Widow Magnum before he slashed through the Ultron Bots and bashed a few White Fang Members. Ruby as Ms. Marvel flew in next firing her Photon Blasts at the foes that came at them all.

They got rid of many of the major threats as they glared down the training knowing there was more yet to come.

(Meanwhile Team B)

WBY landed down below in the cart with the other Avengers joining in. Francis had his arrow aimed while Blake had the Widow Biters aimed at any possible foe. Pym was in normal size holding the throwing stars between his fingers while Torunn had her sword at the ready. Azari was with Yang as she looked around with Azari having the claws at the ready.

"You all know the plan find stop the train and smoke out Ultron." Francis said as Yang was ready to settle this with Ultron once and for all.

"Here." Weiss said as she tossed an ammo cartridge to Blake. "Should give you an edge." Weiss said as Blake nodded and loaded the bullets into her weapon.

The group then ran forward but they made it half-way before they met a threat. It was Neo as she looked to the group but also looked a tad bit worried. "The rest of you go on ahead, I'll handle her." Torunn said but Yang then elbowed Torunn.

"I think we can handle her teammate." Yang said as Torunn nodded before the two got ready to fight.

The others began to run on ahead as Pym shrunk down to keep up. But as Neo was about to attack she quickly back flipped when Yang fired off her weapon. This allowed the others to pass by but then Neo had to dodge Torun's sword strike and in turn slid away from the duo. Neo smirked a bit as the trio began to walk torts each other. Yang stood before the silent criminal and glared down on her as Torunn kept her distance sword at the ready.

Neo then smirked at Yang before the blond brawler attacked only for her punch to be deflected and be knocked back. Torunn then jumped in and began to swing her sword at Neo who dodged and avoided the attack. Torunn then swung down on Neo and in turn Neo jumped atop the sword.

Torunn smirked and used her powers causing the sword to release its thunder forcing Neo off it. Neo dodged and avoided the attacks as best she could when Yang joined the brawl as Neo was being forced back by this. She then blasted Torunn only for the Asgardian to grab the weapon and toss Neo aside. Neo fixed her landing but only to find herself nearly avoiding Yang's next volley of attacks.

Yang then sent a punch to Neo from above who then back flipped away to a crate only for Torunn to slamming her sword down unleashing a thunder wave at the ice cream themed girl. Neo was forced to jump off and carefully descent much like Mary Poppins does when using her own umbrella.

Torunn and Yang glared at her before they charged back into the fray with the jumping slippery ice cream criminal bitch.

(Meanwhile over with the others)

As the group kept running torts their destination or in Pym's case flying they were soon met with more opposition. First it was a large Ultron Bot who was no doubt one of Ultron's heavy hitters. The other was a large White Fang lieutenant who was dragging a chain-saw weapon. The weapon grinded on the ground as Azari and Weiss both saw the foes.

"The rest of you go on ahead!" Azari called out as and Weiss were going to provide a distraction. The Chainsaw psycho laughed a bit only to block a repulser Blast from Weiss. This allowed Pym, Francis, and Blake to pass by him while Azari kept chain saw psycho at bay.

Iron-Heart went for the Ultron-Bot as Azari was going to take on the White Fang brute. Weiss glared at her foe as her armor showed to have revolvers on the arms with each slot filled with different dust types.

"I've heard a lot about you, how they call you the Black Panther." The psycho said glaring at Azari who may have the reflexes of a Faunus but the psycho wasn't convinced seeing as the only thing Faunus like were his eyes. "But all I see is a dirty human playing Faunus hero." The man said as Azari then glared at him.

"I'm not a Faunus." Azari began as he then took a battle stance. "I'm a King!" Azari called out before attacking the foe with his claws bear to strike. In turn the two on two fight began as it was Azari and Weiss vs White Fang Lieutenant and the brute of an Ultron-Bot.

(Over with Blake, Francis, and Pym)

The trio arrived and saw Roman there waiting for them as was Ultron who turned to them with a glare. "Um hey kids I don't suppose it's out of the question to help those less fortunate then you?" Roman said only to flinch when Ultron glared at him.

Blake found it funny but right now they had a bigger threat to deal with as Ultron glared at the trio of Avengers. "The children as Anticipated." Ultron said assessing the situation. "Threat assessment complete." Ultron began as he scanned the trio. "Extreme Threats. Beginning termination." Ultron said only for Francis to fire off an arrow at Ultron.

"Yeah shut up tin can we beat you once we'll do it again." Francis said as Ultron then came of the smoke unscathed.

"Incorrect the Hulk was the one who had bested me thus I have taken him into consideration and calculated the best course to victory… end result. Ultron's imminent victory." Ultron said glaring at the trio.

"Well you're on Remnant now!" Blake called out as she charged in to fight. "And we aren't giving up our world without a fight!" Blake called out as Ultron saw her.

Ultron then went to stop her only for Blake to use her semblance which she left an explosive copy in her place. Ultron was blasted back by it as Roman then jumped in. But the result was Pym stinging Roman long enough for Francis to fire off another arrow at the criminal who was hit with an explosive arrow instead.

"Analysis Blake Belladonna SHIELD Identification confirmed codename: Black Widow." Ultron identified as Blake dodged another attack from Ultron. "Prior records daughter of Ghira and Kali Belladonna leaders of Menagerie and the founder of the White Fang." Ultron confirmed as Blake fired off her weapons as Ultron used a shield to block the attack from the former White Fang member who was now a SHIELD Agent. "Seen at many rallies for Faunus rights until the White Fang changed leadership and with it its way turned to terroristic acts." Ultron confirmed further as Blake then dodged another of Ultron's attack when he tried to blast her. All he ended up hitting was a stone clone of Blake.

"Do you ever stop talking?" Blake asked as she glared at Ultron. "I know what I did… but despite my actions I like to think I did some good also. I was the catalyst the created Iron-Heart after all." Blake said as she glared at Ultron who glared at her. "So say whatever you want I'm making a real difference now but as the Black Widow… an Agent of SHIELD but most of all I'm an Avenger!" Blake called out as she charged into battle head first as she began to duel wield Gambol Shroud and her Widow Bites to keep Ultron on his toes.

The weapons were no doubt enhanced as he noted gashes on his chaste. Luckily he had a Vibranium chaste ready for what was next as he fired beams at Blake. Nearby Francis grabbed Roman by his neck with his bow before tossing him over to the side. Pym flew and began stinging Roman till he got to his eyes. Pym then blew a raspberry at Roman only to try to attack.

But just then Roman began to cry out as he felt something crawling through him and biting him all over. HE began to freak out when Pym got free and laughed at him. "Meet my friend that ranked number 1 on every pain index the Bullet Ants." Pym boasted as the ants went on Roman as he took off his coat to try and get them off.

"Hey Roman!" Francis called out as when Roman looked it was lights out as his face was smacked by Francis' bow weapon.

"Alright!" Pym called out happy to see they beat him.

Back with Ultron and Blake Ultron managed to catch Blake's weapon and tossed her aside before pinning her to the wall. "A bolt statement, Blake Belladonna." Ultron said before tossing her to the wall. Ultron then went to punch her only for his fist to be caught in an ice statue. Ultron then tore the ice statue off the ground and smashed it on Blake who used her normal copy to take the hit instead. "But you're past actions cannot be so easily forgiven or forgotten!" Ultron called out as he fired a beam at Blake who quickly dodged it. "A bow upon your head, leaving the fang, and joining SHIELD cannot forgive your transgressions or hide the blood on your hands!" Ultron called out as he stood up tall.

"But if you so choose to continue this futility then you shall suffer for it, Avenger." Ultron said just then he was hit by an arrow from Francis.

"Not today robot!" Francis called out as Pym then flew in and began to sting him. Ultron tried to blast Pym with his mouth beam only for Pym to avoid it. Pym began running across Ultron's body before he grabbed a finger and flipped him using his smaller stature to his advantage. Ultron was then hit by Blake's next attack that send him to the wall and pinned him down.

Ultron then raised his head and got back up with sparks going off on his body showing he was damaged not that this current chaste was of any consequence. "You may not realize it but victory is assured for me." Ultron said as he looked to the three Avengers standing before him.

(Back with Weiss and Azari)

Weiss in her Iron-Heart armor was fighting against the large Ultron-Bot as she used Repulser Blasts infused with Dust adding it to her Glyphs. She then used her armor to make a barrier that protected her from the bots attack. She then fired a uni-beam at it sending it straight to the far wall.

Meanwhile Azari was using a combination of his bow staff and his claws to give the White Fang Lieutenant a run for his money as while the Chainsaw psycho may have the advantage in strength Azari had the benefit of his cat like speed and agility. Azari then sent a thunder infused attack at the brute sending him stumbling back as he then began to attack from multiple angles.

The Chainsaw wielding Faunus tried his best to hit the Avenger but it was clear he was taking every advantage he had in this battle. He then sent the Fanger tumbling to the ground before slamming down on him. The White Fang member got back up and glared at Azari before the Wakanda King could attack again. When Azari attacked the White Fang psycho grabbed him by the mouth. "Get over here you're highness!" he called out and slammed Azari to the ground. He then raised the chain saw up and slammed it down on Azari. Luckily Azari used his staff to block the attack as the friction created sparks between them.

Azari struggled to get free as Iron-Heart saw this and knew Azari was in trouble. "Azari!" Weiss called out only to be blasted back by the Ultron-Bot which was still active.

Azari growled out as the psycho laughed at Azari who was delaying the inevitable. "Once I'm done with you I'll be killing me a Schnee." The Psycho said as Azari kept his guard up as best he could. The saw was steadily getting closer to Azari as he pushed himself to keep the chainsaw at bay. "A king… no a chance… it's a shame they'll never know what they call you after today." The Psycho said as Azari's eyes began to change. "What did they call you again?" He laughed as Azari had enough.

"They call me…" Azari began before his eyes shot open and became slits. "THE BLACK PANTHER!" Azari roared out and blasted the Psycho back. "And I'm the King of Wakanda!" He roared out before sending his semblance made lighting panther at the brute that melded with Azari's thunder blast. The Brute was sent to the wall hard enough to knock him out as his aura has been exhausted against Azari.

Meanwhile Iron-Heart's gauntlets opened up to reveal handles that shot out which she caught. She then slammed them into her hips where hilts came out from and formed two Rapier weapons each equipped with revolvers both filled with different Dust.

Iron-Heart then brought in her Time-Dilution Dust and in turn charged at the Ultron-Bot while creating other Glyphs. She began to bounce off each of them as the Arc Energy of her Arc Reactor was boosting her Aura in battle. She then sliced and stabbed through the Ultron-Bot destroying it before landing behind the now offline killer robot of Ultron's.

Azari and Iron-Heart ran over to each other as the two smiled at each other for their long overdue victory. But the battle wasn't over as now they had to go deal with Ultron himself.

(Back with Torunn and Yang)

Torunn and Yang were going at Neo from two different Sides as Neo was starting to get worried as these two powerhouses were giving her a run for her money. Neo then managed to use Yang to blast Torunn back and began to overpower Yang fast. Neo proceeded to spin around Yang before she threw her to the ceiling hard enough to knock her out.

"Yang!" Torunn called out as she then saw Neo land. Torunn then roared out and charged at Neo before she managed to disarm her with her sword. The umbrella landed in the ceiling before falling behind some crates of weapons. Neo saw this as Torunn glared at Neo who then took a hand to hand combat stance.

Torunn then spun her swore before throwing it at Neo. Neo smirked and moved to catch the sword only to be wide eyed when instead of catching it the sword dragged her to the far wall where it stabbed into. Torunn then went at Neo and punched her in the face before grabbing her and slamming her down hard. Torunn wasn't done as she then grabbed Neo by the collar of her shirt and flung her across the floor. Neo then shattered upon impact to the wall where she then reappeared to stab Torunn in her arm.

Torunn cried out in pain from it before she glared and with her free arm slapped her across the ground. Neo was caught off guard when she saw Torunn take the blade out and saw how the injury wasn't even there anymore. Neo then saw the knocked out Yang and had an idea. But she had to act fast or else she was done for when this Avenger beats down Neo.

(Back at the Train's Caboose)

Ultron was getting back on his feet before the door burst open revealing Iron-Heart and Azari charging into the car. Ultron knew his machine had lost and had anticipated the animal enhanced organics being unable to deal with these children.

"You think you have me beat." Ultron began as he glared at the foes. "But you should all take heed in the organic saying… what doesn't kill me." Ultron began before a hand shot out through his chest before tearing him in two revealing another Ultron updated to look like his chaste from Earth but now clearly advanced and upgraded with Dust and Remnant technology.

"Only makes me stronger." Ultron finished through his new body before he blasted a hole in the car. He then flew out of it as he knew the train was about to reach its destination.

"Stop!" Iron-Heart called out only for Ultron to fly off to some new location for the endgame of his schemes.

"Come on we need to stop this train!" Francis called out as the group headed on ahead torts the controls knowing the train had to be stopped at all costs.

(Back with Torunn vs Neo)

Neo was holding her best but clearly she was no match for an Asgardian warrior's superior strength. Especially one who was the daughter of Asgard's current King Thor the God of Thunder and to some off world the Thunder Lord.

Torunn then punched Neo who then shattered only for Torunn to grab Neo before she could sneak attack her. Torunn then spun around and threw Neo to the crates as she then landed near her weapon. Torunn summed Storm-Bringer to her hand and charged at Neo before swinging her sword at Neo. Neo had grabbed her weapon and blocked the attack only to shatter instead.

Torunn was wide eyed when she saw Neo with a blade drawn ready to end Yang's life. "Yang!" Torunn called out as she charged at Neo to stop her. But just then a new sound was heard as Torunn saw a portal open and from it a masked woman appeared and slashed at Neo forcing her back before sheathing the sword once more. Neo was wide eyed when she saw the unknown woman rise up and glared at the criminal while trying to protect Yang.

The revolver of her sword began to spin before it released the handle allowing the woman to draw her sword again only this time a long red blade was drawn from it. Clearly the sword could fold in on itself to fit inside the sheath. The woman then held her sword ready for more and in turn Neo found quickly she was out of her league right now.

Torunn on one side and this mysterious woman on the other. Neo was in turn forced to flee as she vanished in a flash leaving the two sword wielders and the knocked out Yang. Torunn began to walk over to the woman as she was grateful for the help. "You have my thanks stranger." Torunn began while she got the woman's attention. "If you had not appeared Yang would have-." Torunn began only to find the woman sword pointed at her neck.

Torunn knew this woman was not going to be here long as she took one last look over to Yang. The woman eased back as Torunn did as well before the masked woman opened a portal. Once she did she sheathed her sword and began to make her way through the dark black hole portal. Yang of course began to come to as she saw the woman take her leave.

"Yang!" Torunn called out as she headed over to Yang. "Are you well?" Torunn asked as Yang smiled a bit.

"Depend is your ass still a fine firm sculpture?" Yang flirted as Torunn rolled her eyes to Yang's antics here.

"Come on we need to meet up with the others." Torunn said as they had to move fast if they want to have enough time to stop Ultron's grand scheme.

(Back at the top with James, Ruby, Hulk, and Penny)

Hulk was seen smashing another mech suit while James and Ruby were finishing off another. Penny managed to phase through the one Hulk was smashing and knocked him out adding him to the other White Fang Members they had defeated. Penny then fired a beam at the last mech as this caused damage to its targeting system.

James and Ruby were soon on either side of the last mech and got their weapons ready to finish it off. The two then fired off their shots from Widow Magnum and Crescent Rose before Ruby proceeded to fire a photon beam from her hands causing the mech to explode from the waist down and fall off the train. Hulk roared out as he grabbed the last few mechs and smashed them together forcing them to start to fall back which angered Hulk further.

"HULK SMASH!" Hulk roared as he then slammed his hands together creating a sonic boom that knocked the mechs off the train.

"Hulk regroup!" James called out as Hulk nodded before he went to the front of the train with Penny, James, and Ruby.

Soon all the Avengers gathered at the front of the train topside as they saw what was coming and that was a dead end. They were all wide eyed at this before Ruby and Weiss nodded to each other. Iron-Heart then used her semblance to make an ice barrier around them all including Hulk before using her armor to make a barrier around them as a second lair. Ruby then added her photons to the barrier to enhance it while Azari and Torunn worked to keep Iron-Heart's armor charged up.

"Brace yourselves!" James called out as he had his shield up while Pym hid in small form with James, Yang, Blake, and Francis behind the mentioned shield knowing what was coming next. Hulk knowing this as well wrapped his arms around his four puny friend to shield them with his body knowing he could tank the crash that was coming.

As the train approached it was evident they were going to crash and thus in turn when it happened they were all ready for it. When the crash happened for many of them it all went white with along beeping sound that signaled their ears ringing from the crash.

(Later)

Hulk was heard roaring as the Avengers began to come to. Ruby was the first to awaken as she saw her teammates of RWBY getting up. Iron-Heart's armor was miraculously in one piece no doubt able to tank worse than that. In fact Weiss though a bit shaky was still moving as she gave a thumbs up to Ruby.

James saw his own teammates as Torunn was already back on her feet as Penny phased through the rubble having gone intangible to avoid lasting damage. Francis was with Yang as the two were coughing while Pym was also awake being cradled by Hulk. Blake was with Azari as the two were already on their feet while James began to get back on his feet as well.

Alarms were sounding all over as the Avengers looked around and were horrified to find that the evacuation wasn't finished. In fact despite not being as many as intended this part of the city was still filled with people.

"Please tell me we got Ultron." James said hoping they managed to get him in time before the train crashed. People saw the situation as some of them took pictures whole others recorded it on their scrolls. Just then chaos hit as the ground began to shake originating at the rubble of the train crash.

Just then the ground burst open with not only Grimm but Ultron's mass produced robots as they flew out while leading the Grimm into battle. Ultron was the last to come out as he floated out with a red glow around him just like how he did when the Next Avengers first met the android.

The Androids began to hover while others attacked the people of Vale aiding the Grimm in this resulting battle. "Now you see Avengers." Ultron was heard as his many forms all spoke at once while Ultron prime hovered torts the Avengers. "Your defeat was inevitable." Ultron said as the attack on Vale continued beginning with the breach caused by Ultron. "You rose only to fall in the end." Ultron said as the panic attracted the Grimm to Vale. "You Avengers your very existence is the source of chaos the organic life who live upon this world continue to spawn chaos and in turn the Grimm are attracted to the Chaos." Ultron spoke as it was clear what his end game was.

"Vale shall fall and burn with the flames of your failure and in turn I shall remove from this world the source of the chaos. Humans, Faunus; Organics… they are the disease upon a perfect world a singular program and the Grimm… are the symptoms of this disease." Ultron spoke showing he was not playing games with these children.

Francis of course fired off an arrow at an Ultron-bot while Yang fired at another one. "And when this world is purged of all chaos and the dust settles the only thing that shall remain living in this world, will be the Grimm and Metal." Ultron said as the Grimm began the onslaught upon Vale.

"No…" Weiss said as she got back up and glared at Ultron. "I won't let you." Weiss said as she glared at Ultron.

"None of us will." Ruby said as she wasn't giving up without a fight.

"You will not be victorious Ultron!" Torunn roared out before James came in.

"So long as we draw breath… we won't let you win without a fight." James said showing even if it's his own death he's walking into he's going to fight on.

"And if we can't save Remnant and all life living in this world we call home…" Yang continued as Hulk then came in.

"Then we avenge it!" Hulk roared out as he punched his fist together before Weiss stood back up and spoke up next.

"I caused this… and with my team backing me up… I will fix it!" Weiss said as the Avengers then took a battle stance.

"Then do the honors." James said as Weiss nodded to this.

"AVENGERS! ASSEMBLE!" Weiss roared out as Iron-Heart because now the final battle against Ultron has begun and the Avengers have now at long last assembled to save Remnant from the Age of Ultron.

(TBC)

ESKK: Cliffhanger boy am I evil on that. Now then I hope you all enjoyed it as we now enter the final part of the Ultron Uprising Arc. Now than before leaving please leave a review and with the call made you all know what to do. Now AVENGERS ASSEMBLE!