Big thank-you for all the kind reviews, follows, and favorites! I'm so glad you're enjoying the story! Also to stjohn27, my awesome sounding board and prereader. :)


Tony pinched the bridge of his nose, wincing against the five-alarm headache building behind his eyes, as if Mjolnir itself was pounding against his forehead from the inside. Ultron's words, said just before Thor had smashed his twisted metal body to pieces with his hammer, reverberated through Tony's head, playing on a continuous, arduous loop.

"Very rarely do choices made in abject fear turn out the way they should."

Ultron was supposed to have been a peacekeeping program, designed to protect the Earth, protect her people. Protect Peter.

And by doing so, allow Tony to hang up his Iron Man suits forever, so he could focus on the more important things. His family and his company, and all the good they could accomplish in the world together.

But instead, somehow Ultron had turned out to be the very personification of Tony's worst fear. Instead of protecting the Earth, protecting her people, protecting Peter and the rest of Tony's family, Ultron's mindset was that he had to wipe them all out completely and start over.

Ultron wanted a clean slate. He wanted extinction.

Blinking open his eyes, Tony surveyed the room, taking inventory of the massive amount of damage Ultron managed to cause during the short fight before he disappeared. It was truly remarkable—and, Tony supposed, a testament to Steve's training regimens—that none of them had been seriously hurt. Steve and Thor were perfectly fine, of course. Bruce, Barton, and Natasha seemed no worse for the wear, and besides Tony's pounding head and the chronic, dull ache in his left arm, he seemed to be okay too. No broken ribs or black eyes this time.

They'd gotten lucky. It could've been a helluva lot worse. Tony was beyond relieved that Peter hadn't gotten hurt.

"JARVIS," Tony said without thinking, biting his lip as he remembered that JARVIS was no longer there. The sharp, throbbing pain in Tony's head grew even more intense as the realization washed over him. JARVIS was gone, destroyed by Ultron as soon as he'd gained sentience, as he'd targeted JARVIS as the Avengers' first line of defense. JARVIS, who'd been with Tony through thick and thin, who'd seen him at his best and at his absolute, rock-bottom worst. Who loved Peter nearly as much as Tony himself, was gone.

And it was all his fault.

"Tony," Steve said quietly as approached Tony with caution, as if he was approaching a wounded or cornered animal. "We could really use your help with these files. There's a whole lot of them, and you and Bruce are really the only people who understand most of it, and—"

"Yeah, yeah," Tony muttered. "Just… give me a minute."

Steve scowled, and Tony bit his tongue, fighting against the strong urge to lash out at the tall, muscular Captain and punch him in his perfect teeth. None of this was Steve's fault; Tony knew that. But why'd he have to be so damn good all the time? If their roles were reversed, Tony knew there'd be no way he'd be able to keep his cool in their present situation.

Which, Tony thought bitterly. Is the exact reason why he's the Captain and I'm not.

"Just… let me check on Pete," whispered Tony. "Make sure he's okay."

"All right," Steve answered with a sigh. He clapped a hand on Tony's shoulder. "Peter's in good hands with Rhodes and Sam, Tony. You know that."

Pulling his phone from his pocket, Tony nodded as he used the Stark satellite network to connect with Peter's phone, noting that he was still about forty minutes out from the upstate Compound. He tapped in a quick message, telling Peter to let him know the moment he arrived safely in the Compound, and to make sure not to turn anything on that would activate the internet.

"So, what do we know about the two Enhanced individuals," Steve asked as Tony stepped over to the table, piled high with boxes of old files. "Hill?"

"Their names are Pietro and Wanda Maximoff," answered Maria, reading from a tablet. "Twins, born in Sokovia, parents were killed several years ago during an attempted coup. Apparently they volunteered themselves for Strucker's experiments, and were the only people to survive them."

"And what are their abilities?" asked Steve.

"He's got increased metabolism and improved thermal homeostasis. Her thing is neuroelectronic interfacing, telekinesis, mental manipulation."

Steve blinked.

"He's fast and she's weird," added Hill.

"No, no, I got that much," said Steve. "But you said, 'mental manipulation'? As in—"

"As in, she could plant images in someone's head, I suppose," said Bruce. "Make them see things that aren't there. Like hallucinations." He let out a hard shudder. "Yeek. That's kinda creepy when you think about it."

Tony felt his blood run cold at Bruce's statement, and his hand immediately went to the back of his neck, as if he was bracing himself against the whoosh of freezing air that had initiated the horrible, gut-wrenching vision Tony saw in the Sokovia HYDRA bunker. Where he saw all of his friends dead, where his beloved son died in his arms, begging not to go. Tears pricked Tony's eyes as he remembered the agonizing moment when Peter's body went limp against him, when his eyes closed for the last time.

When Tony wished he could die too, right along with him.

Tony felt his hands curling into fists as his jaw clenched in anger. If what Maria Hill said was true, then it was as if this Wanda girl had looked into Tony's mind, read his absolute worst fears, and deliberately chose to exploit them, for whatever sick reason she had to do so.

How DARE she!

"And do we know the current location of these twins?" asked Natasha.

Hill shrugged. "As far as we know they're still in Sokovia."

"Okay," said Steve. "So we know Ultron's trying to find a form, a body, that's stronger than what he was able to find here. Would he go to Sokovia to find that? Tony, Bruce said you found some robotic systems down by the scepter that were pretty advanced. Could Ultron take over one of those and build a body?"

"Yeah," Tony croaked past his dry throat as he flipped through one of the massive file boxes, searching for anything that might possibly be useful. "He could take over all of them, actually. His consciousness isn't limited to only one physical form."

"Oh, great," muttered Natasha. "That's comforting."

"That doesn't help, Natasha," said Steve, shooting Natasha a glare. "So, if we also know that Ultron's ultimate goal is the extinction of mankind, then it would make sense that he'd also want to get control of things like—"

"Nuclear codes!" exclaimed Hill, looking up from her foot, where she was trying to dig out a stubborn piece of broken glass. "Um…"

"Rhodey's got that taken care of," Tony said. "He's already warned the President and Joint Chiefs, and the codes have been changed to a continuous rotating algorithm that not even Ultron should be able to keep up with."

"Should be?" asked Bruce, his eyes wide behind his glasses. "Are we sure 'should be' is gonna be good enough?"

"I said, that's enough!" Steve snapped, glaring at Bruce. "Okay. So, if Ultron's headed back to Sokovia, it would be a good guess that he'd want to seek out potential allies. Would these twins be potential allies?"

"It would seem likely," answered Thor. "They did not hesitate to attack our people during the raid, so that would make them our enemies. And we have an old saying on Asgard. The enemy of my enemy—"

"Is my friend," interrupted Natasha. "We say that here on Earth, too. Maybe our linguistics aren't as petty as you think."

"Well, then this is one situation where that particular phrase would seem to apply," said Thor, ignoring Natasha's verbal blow. "These Enhanced seem to have grievances with the Avengers for whatever reason, so it would make logical sense for Ultron to seek them out."

"I agree," said Steve. "So for right now, let's assume that Ultron has already done that."

"I don't think we need to assume anymore, Steve," Hill piped up, scanning the tablet in her hand. "New reports are coming in of metal men attacking robotics labs, jet propulsion labs, weapons facilities. Stripping them of any and all resources that could be useful."

"He's working fast," grumbled Natasha.

"Any fatalities?" asked Steve.

"Only when engaged," said Hill, her eyes narrowing as she read from the tablet. "Mainly reports of lab workers being left in a fugue state, mumbling about old memories and 'something too fast to see'."

"Okay, that definitely sounds like Ultron's got those twins with him," said Bruce.

"Took out Strucker, too," added Hill. "He was in the custody of NATO."

Tony's brow furrowed at that last piece of news. Strucker was the one—most likely along with that Doctor List bastard—who'd actually conducted the experiments on the twins, giving them their powers. Why the hell would Ultron then turn around and kill him?

"And… now all of our files on Strucker have disappeared," Natasha said, dropping her tablet onto the table in frustration. "This doesn't make any sense. Strucker could've been useful to Ultron; the guy was a HYDRA operative working within SHIELD for years and had associates everywhere, involved in pretty much everything. Why would Ultron kill him?

"Ultron must wish to hide something about this Strucker," said Thor.

"Something Ultron wanted us to miss," agreed Steve.

"Thor's right," Tony stated, pointing to the file Bruce was holding. "I know that guy."

Steve peered over Tony's shoulder, his eyebrows knitting together as he scanned the file. "You do? He looks like a thug."

"That's 'cause he is," grumbled Tony. "Deals in black market arms, operates off the African coast. He'd be right up HYDRA's alley." He looked up at Natasha's intense glare. "I never sold him anything, Widow, so you can just wipe that damn sneer off your face right now."

"No one's accusing you of that, Tony," Steve said firmly. "And the last thing we need right now is to keep taking swings at each other. We're all in this together."

"Are ya sure 'bout that, Cap?" asked Barton. "Because from my vantage point, it sure seems like we'd not be in this whole damn mess if certain individuals hadn't done something pretty stupid."

Tony's fist immediately slammed down onto the table, causing one of the tablets to skitter off the edge, landing on the floor with a loud clatter. "Are you really calling my son, stupid?" he yelled. "Are you, Barton? My son, who has an IQ of almost 200? And Bruce, who's arguably one of the greatest goddamn scientists to ever live? Because if that's the case, then you're a helluva lot dumber than you—"

"That is enough!" shouted Steve. He pressed his palm into Tony's chest, right over the mass of scars hiding underneath Tony's shirt, the very spot where Peter laid his head at night to go to sleep. "Back off, Tony. No one's calling anyone here anything."

"Yeah?" Tony snapped, his breaths coming in huge, heaving gasps. How long had it been since he'd slept? "Tell that to the Green Arrow, here."

"Who the hell is the Green Arrow?" Barton asked.

"This petty arguing isn't getting us anywhere," said Steve. "What we need to do right now is make a plan and follow it. As soon as possible." He turned to Tony, his blue eyes icy with suppressed anger. "Tony. What's so special about this arms dealer?"

Inhaling a deep breath, Tony let it out slowly, trying to calm himself. "Last time I saw him was at a convention, back in… '05 or something. Kept bragging about this new thing he'd found. Called it a game-changer."

"What's this?" Steve asked, pointing to a picture of the man, Ulysses Klaue. "This, here on his neck? Is it a tattoo of some kind?"

"No, that is not a tattoo," said Thor. "That is a brand. There are those in a few of the Realms who still use them as identifying marks."

"What's it mean?" asked Steve.

"Looks like it means 'thief' in an obscure, African dialect," Bruce answered, looking sheepishly up from his tablet. "In a lot less friendly way."

"What dialect?" Natasha asked.

"Waka—, Wakana—, um, Wakanda," stuttered Bruce.

"Wakanda?" Steve exclaimed. "Are you sure?"

"Pretty sure," answered Bruce. "Why?"

"Oh shit," muttered Tony. "If this guy managed to get out of Wakanda with some of their trade goods, then—"

"I thought your dad said he got the last of it!" Steve whispered angrily.

"It wouldn't be the first time Howard told someone what they wanted to hear instead of the truth," Tony retorted.

"Why?" Bruce asked again. "What comes out of Wakanda?"

Tony let out a heavy sigh, pointing to Cap's shield sitting on the floor against the wall. "The strongest metal on Earth."

"Where's this guy now?" asked Steve.

"I'd assume he's still got the same spot he's always had," said Tony. "It's too big an operation to move around without somebody noticing."

"Well, shit," muttered Barton after a few seconds of silence. He pushed himself up to his feet, grabbing the pair of drumsticks he'd been carrying around all night for whatever weird reason. Tony had given up trying to understand the man. "Guess I'll go get the jet ready."


"We're here, Peter," James said softly as Sam rolled the car into the Compound's underground parking garage.

"Yeah," Peter whispered. "Thanks."

Sliding out of the car, Peter shuffled over to the elevator, only vaguely aware of Sam's hand resting on his shoulder as they walked. For the entire ninety minute drive upstate his mind had been going over the code he'd helped write for Ultron, trying to decipher where he could have possibly gone wrong.

"None of this was your fault," Sam said, as if he'd been reading Peter's mind. "Don't even go there. It's not true, and it doesn't do anyone any good."

"Sure," Peter said sarcastically, forcing the word past his raw throat. The whole ride up he'd been trying not to cry, and his throat felt like it'd been attacked with a cheese grater because of it.

"Sam's right, Peter," said James as they arrived inside the Compound's main building. "Now, show me how to hook up this… whatever the hell Tony said this place had that's supposed to protect us."

"It's a locked-in, isolated intranet network," Peter said, heading for the main workstation in his father's lab. "It draws power from the Stark satellite network instead of the regular internet. Dad designed it that way just in case some weird computer virus attacked the Tower and disabled JARVIS."

"And why doesn't the Tower have something like this?" asked Sam. "'Cause it would sure be a handy thing to have right about now."

"The satellite network isn't big enough to support both the Tower and the Compound," explained Peter with a sigh. "And the government wouldn't give Dad permission to launch anymore satellites when he asked, so…"

"Yeah, let's not get into that particular discussion right now," said James, grimacing. "Not really the time."

Tapping the final start-up commands into the monitor, Peter activated the satellites, relieved when all of them lit up blue on the monitor, indicating they were in full working order. "We should be good now."

"And we're sure this… Ultron dude can't break into this network?" asked Sam.

"Dad deliberately kept it off of the electronic records system at the Tower," said Peter. "And the Compound went silent as soon as JARVIS was taken out, so there shouldn't be any way for Ultron to gain access. To him, we're invisible."

"Unless he physically comes looking for us," mumbled James, stifling a yawn. "All right. I'm gonna have a quick look around before we settle in for the night."

"C'mon, Peter," said Sam. "You should probably head to bed."

"No!" Peter said frantically, even though he really was dead on his feet tired. "I don't want to!"

"Peter, it's almost three in the morning—"

"Please, no!" cried Peter. "I wanna try and see what went wrong! And I won't be able to sleep anyway, I just know it!"

Sam pursed his lips, his brow furrowing in frustration as he stepped closer. "Look. I'm sure whatever it is that makes all you people so damn smart also makes it so you don't need as much sleep as the rest of us. But I'm telling you, if I'm gonna be bodyguarding you—which is what your father asked of me, by the way—then I'm gonna need some sleep. Or I won't be of much use to anyone."

"Perimeter is secure for now," James announced as he walked into the room. "I'd say it's past the time for some sleep, don't you agree?"

"Yep," said Sam.

"No," said Peter at the same time.

"Too bad, Peter," said James. "You're overruled."

"But—!"

"Don't make me order you to bed, Peter," James said in his low, Colonel's voice. "I don't want to, but I will."

Tears of fatigue and shame sprung to Peter's eyes, and his shoulders sagged in defeat. "Fine. But—"

"Don't worry, Peter," Sam said quietly. He placed a comforting hand on Peter's shoulder, turning him towards the residential section. "I'll come and sit with you."

"Thank you," Peter whispered as a lone tear escaped, rolling down his cheek. He quickly brushed it away before Sam could notice. I'm too old to be crying all the time, dammit!

Crawling into his Star Trek-themed bed, Peter collapsed onto the pillows, trying to ignore the fact that George was still sitting on his bed back at the Tower and not here at the Compound with him. The Compound had everything else he could need: clothes, shoes, extra contact lenses and inhalers, even copies of his school textbooks. But they had left the Tower in such a hurry, and Peter had been so upset and worried about everything, that he hadn't even thought to stop by his room and grab his polar bear. There were some other stuffed animals scattered around this bedroom, but there was only one George.

"Okay, Peter?" asked Sam, settling himself on the squashy recliner a few feet away from Peter's bed.

"Yeah," Peter choked out as more tears streamed down his cheeks, wetting his pillow. "Just… not used to the quiet. JARVIS usually plays rain sounds in the background for me while I sleep, and now—"

"Well, I can try singing to you if you want," said Sam, trying to keep his voice light. "But I highly doubt it would help you sleep. Might break a few windows though."

Involuntarily, Peter's lips curled into a slight smile. "No thanks, Sam," he said. Swiping at his eyes, he pulled one of his spare pillows into his arms, holding it the way he usually cuddled with George. "I'll be okay."

"Good choice," answered Sam. "Now, hush. I'm tired."

Despite his racing mind and mounting anxieties, Peter was able to fall almost immediately. But it was only a short time later that he was startled awake to what appeared to be the sound of people arguing in loud voices, seemingly right outside his bedroom door.

"I've told you, the answer is no!" one of the voices said. "There is no way I'm ever going to allow it, and that is final!"

"That is not your decision to make!" a second voice said, deeper than the first, more sinister. "This could be the breakthrough we've been looking for!"

"I don't care!" cried the first voice. "Don't you understand? He's my son! I won't allow it!"

"He wouldn't feel a thing," said the second man, his voice dropping even more. Frightened, Peter curled his body into a tight ball, with goosebumps pebbling down his arms as the man continued. "I can ensure that the subject won't feel a thing."

"No one is going to touch Peter!" shouted the first man. "Absolutely no one! I'll burn everything to ashes! All of it, if that's what it takes! This was never supposed to happen!"

"Daddy, please," Peter croaked, in the high, squeaky voice of a very small child. "Please, stop yelling. It's too loud!"

"Exactly what wasn't supposed to happen?" barked the second man. "This could be the breakthrough we've been seeking for years! The pinnacle of years and years of research! How can you not see that?"

"Please, Daddy!" cried Peter, his hands pressing his ears against his head so tightly that his fingernails were digging into his scalp. "Please stop! You're scaring me, it's too loud!"

"Get out of my house!" the first man yelled. "And don't come back here again, or I'll call the police!"

There was the sound of a loud scuffle, followed quickly by the slamming of a door, so hard that it rattled the walls of Peter's bedroom, causing him to whimper and curl even tighter. A few seconds later Peter heard his door open and the sounds of footsteps as someone stepped into his room. The person sat down on his bed, gently stroking his hair before reaching for his shaking body, pulling him close.

"It's okay, Peter," his father whispered. "Everything's okay now. Go back to sleep."

"So loud!" Peter whimpered. "Why so loud?"

"I'm so sorry, Peter," Dad said, patting his back. Slowly, he felt his rigid body begin to relax, uncurling itself from its tight ball. "But it's okay now. You can go back to sleep."

Peter didn't really feel like going back to sleep, but he nodded anyway. "Okay, Daddy. I'll try."

"That's a good boy," his father said, kissing his forehead. He laid Peter back down on his pillow, pulling the blankets up over his shoulder and patting his head. "Sleep well, son. You're safe."

"Uh huh," said Peter, watching as his father walked back towards his bedroom door. He paused once he reached it, his hand on the doorknob, turning his head to look back at Peter just as a light from the street suddenly illuminated the man's face. Peter yelped in fear, his hands gripping the sheets of his bed so tightly that his knuckles hurt.

Because it wasn't his father, Tony Stark, who was looking back at him.

It was someone else. Someone Peter didn't quite recognize.

"Aahh!" Peter cried, shrinking down under his covers. "Who're you?"

The strange man's eyes blinked in surprise. "What do you mean, 'who am I'?" he asked. "I'm your father, Peter."

"No!" Peter squeaked, shaking his head so hard his hair flopped down across his forehead. "No, you're not! My dad is Tony Stark! He's back at Avengers Tower, trying to figure out what went wrong with Ultron! You're not him!"

But the man only shook his head, turning to walk towards Peter's bed. Peter shrank back as he approached, flattening himself against the mattress. "No!" he cried. "Don't touch me! You'll only let them hurt me again!"

"Peter!" the strange man said, pain etched across his face. "That's not true! You're my son; I'd die to protect you!"

"If you're my daddy, then why did you let them hurt me!" screamed Peter, his chest heaving, his lungs feeling like they were about to burst open. "They came in the night, and they poked me with needles, and they hurt me! Why'd you let them hurt me?"

"Peter!" the man said, his voice frantic. His hands wrapped around Peter's forearms, trying to hold them still. "Peter, what are you saying? Who hurt you?"

"The loud people," whimpered Peter. "They came in the night, and they hurt me!"

"Peter," another voice said, one that Peter thought he recognized. "Peter, wake up! You're all right, it's just a bad dream."

"No! Leave me alone!" Peter cried. "You'll only let them hurt me again!"

"I promise I won't," said the voice. "Wake up, Peter. You're safe here."

"Don't let them hurt me! Please!"

"No one's gonna hurt you, Peter," said the kind, soothing voice of Sam Wilson. "You're okay. It's just a bad dream."

Peter's eyes fluttered open, blinking rapidly against the harsh light of the morning sun streaming through the large windows across the room. He bolted upright on the bed, just barely missing knocking Sam in the chin with his head as he looked around, trying to get his bearings.

He was back at the Compound.

"It's okay, Peter," said Sam, releasing Peter's arms and raising his hands. "You're okay. It was just a bad dream."

Huffing out a sharp breath, Peter flopped back down onto his bed, brushing the damp hair out of his eyes. It sure hadn't seemed like only a bad dream. Peter was no stranger to nightmares, but this… this felt different somehow.

"Yeah, okay," Peter mumbled, shuddering slightly at the horrible taste in his mouth. He felt icky, and was covered in sweat from his nightmare. "I… um… I think I need a shower."

"Sure thing," said Sam. "But come down to the kitchen afterwards. Rhodes is already down there cooking breakfast, and you know he can cook a helluva lot better than your dad."

Peter's head snapped up at Sam's words. "My… dad," he stammered.

"Yeah," Sam said, his brow furrowing slightly. "Iron Man may be a lot of things, but I'm pretty sure his cooking skills are limited to whatever he can throw into that blender of his."

"Yeah," Peter said, adding in a fake chuckle for good measure as he scanned the room again. He was in his bedroom, in the Compound. Sam Wilson was next to him. Colonel Rhodes—no, James—was down in the kitchen, making breakfast. And his dad… his dad was back at the Tower, with the rest of the Avengers.

My name is Peter Parker Stark. My dad's name is Tony Stark. He's Iron Man, one of the Avengers. We all live in the Avengers Tower.

It had all been just a bad nightmare. Just a really bad… nightmare.

"Did my dad call at all while I was asleep?" Peter asked as he rubbed his eyes. He'd gotten the text message Dad had sent while they were en route to the Compound, but it had only mentioned things to do once they arrived here. There wasn't anything in it about whatever he and the rest of the Avengers were planning.

"Not sure," answered Sam. "But if he did, I bet Rhodes would know. So, come on down once you're cleaned up, yeah?"

"Sure," replied Peter. He reached for his glasses, sliding them onto his face. "I won't be long."

The steaming hot shower did help, loosening up some of the tightness in Peter's shoulders and helping to clear out his lungs a bit. By the time he'd gotten dressed and wandered down the huge hallway to the residential kitchen, filled with the wonderful smells of fried bacon and eggs, James and Sam were already eating. If Peter hadn't known better, he almost could've pretended that his dad was here and just off working in his lab, not on yet another mission to try and save the world.

"There he is," said James as Peter sat down on the counter stool next to Sam. He pushed a full plate towards Peter, handing him a fork. There was already a glass of orange juice sitting on the counter for him. "Eat up while it's hot, Peter."

Peter didn't feel hungry in the least, but took the fork anyway with what he hoped was a grateful look. At least Sam was right; James was a better cook than his dad.

"Tony sent me a message early this morning," James said once Peter had started eating. "He said Pepper should be here in a couple hours."

"Uh huh," Peter mumbled. "Did he say anything about what the team was up to?"

"Yes, he did."

"And?" Peter asked, taking a sip of the orange juice.

"He and the rest of the team are heading out to visit some arms dealer off the South African coast," said James.

"Why the hell for?" asked Sam. "What would a slimy arms dealer have to do with stopping a rogue program?"

James's eyes flicked over towards Peter, then back at Sam. "Um…"

"I'll just find out on my own if you don't tell me," Peter said around a mouthful of scrambled eggs. "So you might as well just tell me. It would save time."

"Not with that kind of attitude, it won't," James muttered. "Fine. Tony said their working theory was that this arms dealer had a stock of that same stuff that Cap's shield is made of—"

"Vibranium?" Peter exclaimed. "But I didn't think anyone had any more of that. Steve told me that Mr. Stark said it was the last of it when he made the shield."

"Well, apparently Howard was wrong," answered James, rolling his eyes. "Wouldn't have been the first time."

"So they're worried that Ultron will try and make a body with the vibranium?" asked Peter. He set his fork down, pushing the plate away as if it had personally offended him. "That would be really bad! Vibranium's supposed to be the hardest metal on Earth."

"Which is why they're going to stop him, Peter," Sam said as he chugged the rest of his orange juice. "They're the Avengers. They can do it."

Peter shook his head, sending his messy hair flying. "No, you don't understand. If Ultron gets a hold of enough vibranium to build a body, he'll be pretty much unstoppable! You've all seen what Steve's shield can do; just imagine that as Ultron!"

There were a few seconds of silence before Sam let out a low whistle. "So… what else can we do?"

"Nothing," James said, glaring at Sam. "Tony wants us to stay here and keep the Compound on lockdown. That's our mission, Peter. Ultron is their mission."

"But—!"

"No 'buts', kid," said James in his Colonel's voice. "Those are our orders."

Tears stung Peter's eyes, and he sniffed impatiently, trying to keep them hidden. He needed to quit crying all the damn time. "At least let me look at Ultron's coding while I'm here!" he begged. "See if I can find where we went wrong! Please? I can't just sit here and do nothing!"

"Can you do that without the internet?" asked Sam.

"Uh huh!" Peter said, nodding like one of Steve's baseball bobblehead figures. "I can do it with the satellite connection, Dad showed me how. I don't need the internet. One workstation won't be enough to compromise the Compound security, I promise!"

"All right, Peter," James said with a sigh. "But if you find something, I want you to talk to Sam or me first, before you do anything. Is that understood?"

"Yes, yes, it's understood!" Peter said as he shot off his stool, nearly knocking it over. "It's understood, thank you!"

Hurrying over to his workstation tucked off in the corner of Dad's lab, Peter turned on his monitor, connecting it with the satellite network. As soon as the little green light appeared on the bottom he got to work, pulling up the trillions of lines of code that he, Dad, and Bruce had written for Ultron's interface. Peter knew it would be impossible to go through each line of code one by one; that would take years. So instead he started searching for patterns hidden in the code, beginning with his own. Every programmer had their own style that they used for writing code, even if it was for the same purpose, much like one person's handwriting looked different from another person's even if the words were the same. And since Peter had worked on the Ultron project for the least amount of time out of the three of them, because of school and gymnastics, it made the most sense to start there.

Peter had been working for almost an hour when he noticed the monitor suddenly blip, just for a split second before returning to normal. Peter immediately stepped back, his hands freezing over the keyboard. Most of the time a tiny blip like that was harmless, but since the Compound was exclusively on satellite control, Peter knew he should investigate it. Losing even one of the permanent satellites right now could cause a whole host of problems.

Inhaling a deep breath, Peter typed in a command, asking to see a schematic of the satellite network. As the picture appeared on his screen, Peter noticed one of the dots blinking yellow, which indicated that one of the satellites was moving. Peter gulped, his heart dropping to his knees as he realized what that meant.

There was only one satellite in the whole network that was designed to deliberately break from formation when called.

It was the satellite that carried the Hulk-buster armor, which Bruce had decided to name Veronica.

And if Veronica was moving, that could only mean that Dad had summoned it. Which meant… Oh, God, what does it mean?

Pulling up the search engine, Peter typed in keywords 'the hulk', looking for any news stories or footage that might explain why Dad needed the massive Iron Man suit, his eyes widening in shock when he found live news coverage from Johannesburg, South Africa that showed the Hulk raging uncontrollably down a busy street crowded with people, knocking down buildings and sending cars soaring through the air. Policemen kept trying to approach the out-of-control monster, but the Hulk was moving so fast and so erratically that they couldn't get close enough.

Not that the rifles they were carrying would've done any good. Bullets didn't hurt the Hulk anyway. They just bounced right off of him.

"Dad!" Peter gasped, barely able to watch as the Hulk swung his massive arm, backhanding Dad right in the face mask of his suit and sending him flying into a building, out of range of whatever news camera had been following him. Gulping, Peter ran a sweaty hand through his hair, his other hand flying across the keyboard, writing a quick connection between his monitor and the heads-up display located in Dad's Iron Man armor. The connection was completed just in time to watch Dad's metal fist colliding directly with the Hulk's, sending out a shockwave that took out every glass window as far as Peter could see.

"What could've happened to Bruce?" Peter whispered, shrinking back from the monitor as he noticed the Hulk's green eyes tinged with red, as if they'd been sprayed with a harsh chemical or something.

Unfortunately—or fortunately, depending on how he looked at it—the connection with Dad's HUD didn't allow for sound, so Peter couldn't hear what either of them were saying. But the absolute hatred emanating from the Hulk's reddened eyes, directed solely at his dad, was so strong and so violent that it made Peter shudder. Just as he knew it had to be breaking Dad's heart to have to fight the man who he considered to be one of his best friends.

What the hell could've caused this to happen? Dad had always said the Hulk-buster armor was built purely as a last resort, especially since Bruce seemed to have a pretty good handle on his Hulk transformations.

It was like something inside Bruce, or inside the Hulk, had just snapped.

Watching through his fingers, Peter held his breath as Dad picked up the Hulk with one hand, carrying him away from the busy marketplace area and dropping him down onto an unfinished skyscraper, which proceeded to collapse in on itself straight down to the ground. Soldiers, presumably from the South African National Guard, immediately formed a circle around the stunned green giant, pointing their machine guns at him as Dad pulled back his fist, hitting him square in the jaw and knocking him out.

"Oh my God," exclaimed Pepper, startling Peter as she came up next to him, her mouth dropping open as she stared at the carnage displayed on the monitor in front of her. "What happened?"

"I don't know," choked Peter past the lump in his throat. "It's like Bruce just… cracked!"

"Is he gonna be okay?" Pepper asked. "Where is this?"

"Johannesburg," Peter replied. "And I hope so. Dad and the team went there to talk to someone. I don't know what happened, but something must've gotten to Bruce while they were there."

"Yeah," breathed Pepper. "Okay… um… I need to get the Stark Relief Foundation down there ASAP, or this'll be another media nightmare." She pulled back, blinking at Peter as if she'd just noticed he was there. "Are you doing okay? Sam told me you had a pretty bad nightmare early this morning."

Peter's throat tightened even further and he sniffed, trying to keep his voice steady. "Yeah, I guess. Nightmares aren't anything new, though."

"Yeah, I know," Pepper said kindly, patting his back. "But Sam said this one seemed worse somehow. He said you were pretty disorientated when you woke up."

"Nah," Peter said, his face flushing red as he looked away. "I'm okay. Just…" he jerked his head towards the monitor, noticing that Dad was now lifting an unconscious Bruce Banner and carrying him towards the parked jet. Through the HUD he could barely make out Steve, Natasha, and Mr. Barton. Both Natasha and Steve seemed to be out of sorts as well. Natasha was stumbling—like she'd had too much to drink—even though Mr. Barton was supporting her, and Steve's body was so stiff it seemed as though there was a board glued across his shoulder blades. Steve's posture was nearly always perfect, but this was different somehow.

Reaching the Quinjet, Dad laid Bruce down on one of the chairs and stepped out of his armor, severing the connection between his HUD and Peter's monitor. Peter let out a small squeak as the monitor went black, and Pepper put her hand on his shoulder.

"They're safe now, Peter," she said gently. "They're all okay."

"Uh huh," Peter mumbled. "But where will they go now? They can't come here without drawing Ultron here, and they can't go to the Tower since JARVIS is gone and can't help them, and—"

Peter's rambling was cut off by Pepper's phone buzzing in the pocket of her suit jacket. "It's a text from Tony," she said as she pulled it out, squinting as she read the message.

"What's it say?"

Instead of answering, Pepper held up her phone so Peter could see the text, his heart dropping down to his knees as he read.

Heading for some safe house Barton knows about, probably from back in his spy days. We all took a big hit, but we'll bounce back. Stay safe, keep Pete close. Love you both. Contact you again soon.

"So, what do we do now?" Peter asked.

"We just wait, I guess," answered Pepper. "Tony will keep us in the loop, Peter. Don't worry."

That's always easier said than done, Peter thought bitterly. "Yeah, okay. But if it's okay with you, I'm gonna keep searching through Ultron's code. I already told—"

"Yeah, Sam and Rhodey already told me," said Pepper, narrowing her eyes. "As long as you're not doing it because you're feeling guilty, Peter. This isn't your fault."

"I know," Peter answered, a little too quickly. "I know," he said again. "I just… wanna try and help."

"All right. I need to go make some calls, so I'll be in the conference room if you need me."

"Thanks," Peter whispered, turning back to his monitor as soon as Pepper left the room. Pulling up the screen full of code he'd been working on earlier, Peter let out a heavy sigh as he began searching across and between the code lines, looking for anything that might possibly be useful in deactivating Ultron.

Please, he thought. There's gotta be something here. Let me find it!


"You need me to take a shift?" Tony asked Barton, stepping into the cockpit. He was still shaking from the back-breaking fight against the out-of-control Hulk and couldn't seem to sit still. All around him the dazed and confused faces of Natasha, Thor, Bruce, and Steve—everyone who'd been mind-zapped by that Maximoff girl back at the shipyard—stared straight ahead, their bodies stiff as marble, as if they were still trapped inside the nightmarish visions the little witch had put into their heads.

It was a feeling Tony unfortunately understood all too well. He'd felt shaky and unsteady for days after his hallucination, and the horrible image of Peter lying lifeless in his arms still lingered in the back of his mind, taunting him. It was a sight he'd never be able to unsee.

"Nah, I'm good," answered Barton. "If you wanna catch some sleep now would be a good time. We're still a few hours out."

"A few hours out from where, exactly?" asked Tony.

"The safe house," said Barton, his eyes staring straight ahead. "At least, I hope so."

Whatever, Tony thought as he meandered back to his chair, letting his head drop back against the headrest. He didn't dare allow himself to fall asleep; the risk of a nightmare was way too high, so he busied himself by studying the various angles that made up the roof of the jet, working through calculations in his head as to how he could build something with better aerodynamic performance.

Tony was still trembling slightly by the time Barton touched the Quinjet down inside a dense clump of trees that opened into a meadow, in what appeared to be the direct middle of absolute nowhere.

"Thought you said we were heading for a safe house?" Tony asked.

"I did," answered Barton, brushing past Tony to get to Natasha. "And we did."

Scowling, Tony reached a hand towards Bruce, trying to help him untangle himself from the pile of blankets he was wrapped in so he could get to his feet. As they stepped off the jet, blinking against the rather harsh sunlight, Tony's eyes landed on an honest-to-goodness, straight-out-of-a-Hallmark-movie farmhouse, complete with wraparound porch and everything, standing about fifty yards away. There was even a barn.

"What is this place?" asked Thor, looking around in confusion.

"Safe house," muttered Tony, his wide eyes still scanning their surroundings.

"Let's hope," said Barton as he stepped over the threshold of the front door. "Honey! I'm home!"

Holy shit! Tony thought as Barton introduced everyone to his wife, Laura, and their two children, a boy around the same age as Peter, and a smaller girl who instantly gravitated towards Natasha. This is Barton's family!

"Sorry for barging in on you like this," Steve said.

"Yeah, well, Fury helped me set this up when I joined SHIELD," Barton explained. "Kept it off their files, I'd like to keep it that way."

Tony scratched the back of his neck, suddenly feeling very uneasy. Steve shot him a concerned look, but before he could say anything, Thor abruptly turned on his heel and marched right out the door.

"Thor," Steve called, disappearing behind the tall god of thunder. "Thor?"

"So," Barton said. "Um, if we're gonna be staying here, we're all gonna need to pitch in a little."

"Yeah, whatever you need," Tony said quickly, growing even more uneasy when Steve came back inside the house without Thor. This really was not the time to be losing team members. Not with Ultron still out there, getting stronger by the minute.

"Just show me what needs to be done," Steve said, setting his shield down next to the sofa.

Five minutes later, axes in hand, Tony and Steve headed out to the massive wood pile about twenty yards off the side of the house. While it had been long, long time since Tony had done any woodcutting, he was hoping the physical work would help take his mind off of things, at least for a bit.

"Thor didn't say where he was going?" Tony asked Steve as he slammed his axe down, splitting the log in front of him into four different pieces.

"Nope," answered Steve, bringing his own axe down with a grunt. "He just said he needed answers and he wouldn't find them here."

"It's the Maximoff girl's influence," said Tony, splitting another log. "And we don't know what she showed him. Could've been anything."

"Just like we still don't know what she showed you, Tony," Steve said, punctuating his statement with a slam of his axe. "Because instead of telling your teammates what happened, you decided to go and meddle around with something you barely understood—"

Tony froze, the blood turning to ice in his veins. "Banner and I were doing research!" he snapped.

"That would affect the team," Steve said hotly.

"That would end the team!" exclaimed Tony, the axe slipping from his grip. He clenched his hands into fists, drawing in a deep breath. "Isn't that the why we fight? So we can end the fight? So we get to go home?"

Ripping apart a log with his bare hands, Steve turned to Tony, his jaw set angrily. "You still should've told us. If not everyone, then you should've at least told me. There's no reason for us to keep secrets from each other, Tony. No good reason at all."

A wave of shame washed over Tony, so strongly it nearly knocked him over. Steve was right, Tony should've at least said something to him. But Tony had been too afraid, too jittery, too impatient to say anything. Tony had been sure of only two things after retrieving the scepter: to make sure that Peter was in fact all right, and get Ultron up and running as soon as possible so he could keep him that way.

"It was awful," Tony mumbled, so softly that any normal person wouldn't have heard him. He squeezed his eyes closed, his throat tightening as the nightmarish vision reappeared in the forefront of his mind. "Like my worst nightmare coming to life, right in front of me. You guys were all—, and Peter—, Peter was gone, and it was all my fault. I hadn't done enough. I hadn't done enough to protect him. I hadn't done enough to protect any of you."

"I'm sorry, Tony," Steve said, shouldering his axe. "I can't imagine how painful that must've been to see. But if you'd talked to me about it, then maybe—"

"Maybe what, Rogers?" retorted Tony. "Maybe you could've magically made everything better? How? This wasn't something you could've just tossed your shield at and made disappear!"

"I don't know, Tony!" Steve exclaimed. "But I would've tried to help you. Somehow. Because that's what friends do."

Tony rolled his eyes. Sometimes Steve was so unbelievably naive. "No offense, but there's no way you could've understood it. That gut-wrenching pain—, I watched my boy die in my arms, and he was terrified, begging me to help him, and I couldn't—, and there's just no way to explain to someone how that feels."

"I know what it's like to lose people, Tony," Steve said softly. "You don't have to explain it to me."

"Not like this," Tony said, his voice cracking. "You're not a father, Cap. You don't know what it's like—, to love someone that much, to be that desperate to protect him." Tony paused, clearing his throat as he shook his head. "Peter shouldn't have had to see a fraction of the things that he's seen. He deserves so much better. I just—, I just wanted him to have it."

Hurt flashed across Steve's pale face, and Tony immediately felt a sharp twinge of guilt. Tony had never intended to become a father. Even after he'd shut down the weapons-manufacturing division of Stark Industries and announced to the world that he was Iron Man, the thought had never occurred to him. His partying, reforming-playboy lifestyle just didn't really mesh all that well with the possibility of being a parent.

Not to mention the fact that his own father had been a first-class asshole, who always treated Tony like a burden instead of a son.

It wasn't until that tiny little boy was thrust into his life, almost against his will, that Tony ever gave fatherhood more than just a fleeting thought.

But Steve. Steve had probably craved it. Craved a home, craved family, craved the stability it brought. And it was all taken from him when he crashed that plane into the Arctic, and didn't die.

"Look, Steve—" Tony started, only to be interrupted by Barton's wife. What was her name again?

"Pardon me, Mr. Stark," she said sheepishly. "But Clint said you wouldn't mind if I… our tractor doesn't seem to want to start, and I was just wondering—"

"Yeah, sure, I'll give it a kick," Tony muttered, hoping he sounded more polite than he felt. He turned back to Steve, his icy blue eyes still filled with hurt. "This discussion isn't over, Cap."

"I know, Tony," Steve said with a stiff nod. "Go on. We can talk more later."

Stepping inside the barn, Tony walked past the pile of archery targets, bows and arrows, and hay bales stacked ten feet high over to the John Deere tractor, parked right in the middle of the barn. "Hello, dear," he said, opening up the oil cap and peering inside. "Tell me everything. What ails you?"

"Do me a favor," a deep voice said, coming from the far, darkened corner of the barn, startling Tony such that he dropped the oil cap. "Try not to bring it to life."

"Goddammit," Tony breathed as Nick Fury stepped out from behind the shadows. "What the hell are you doing here?"

Fury shook his head, his one good eye narrowing. "Artificial intelligence, huh?"

"Look," Tony said, stepping around the tractor. "Unless you have something actually useful to contribute here, I'm not interested in anything you think you have to say."

"Just, look me in the eye and tell me you're gonna shut him down."

Tony felt his upper lip curling. "You don't get to give me orders. You're not the director of me."

"I'm not the director of anybody," said Fury, plunking himself down on one of the hay bales. "I'm just an old man, who cares very much about you."

"Bullshit, you do!" Tony snapped.

"Try me!" Fury snapped right back. "The Maximoff girl, she's working you, Tony! She's still in your head!"

"Damn right she is!" Tony cried. He slammed his palm down against the tractor, wincing at the resulting sting. "I saw them all dead, Nick! All of them! I fucking killed the Avengers! I saw it! And Pete—, I saw him. Someone had gotten to him, and they'd tortured him, and he—" Tony broke off, squeezing his eyes closed at the agonizing memory. "I held him as he died, Nick. My boy died in my arms, begging me to help him, begging not to go. And it was all my fault."

"It wasn't your fault, Tony," Nick said firmly. "The Scarlet Witch looked into your mind, saw your fears, and showed them to you in full HD. That's what it was."

"I watched my son die, Nick," Tony croaked. "My friends, and my son, all dead because of me. You'd think there'd be nothing worse than that, wouldn't you? But no, that wasn't the worst part."

"No," said Nick. "The worst part was that you didn't."

Tony's bottom lip started to tremble. "No parent should ever have to watch their child die, Nick. It's just… wrong. I just… needed to make sure it could never happen."

Nick let out a heavy sigh, leaning back against the hay bales. "So you thought Ultron was the way to keep that from happening?"

"That was the theory."

"Tony," Nick said. "Your son doesn't need some groundbreaking artificial intelligence robot to protect him. He just needs you. You and the family you guys have built."

"No," said Tony, his heart starting to race. "It's not good enough. I'm not good enough. There are still threats out there, and I can't—"

"And this is the same thing Richard Parker tried to do, way back when," Nick interrupted. "And it only got him killed. I don't think Peter needs to lose another father, Tony. Do you?"

The mention of Parker's name made Tony turn his head so fast he wrenched his neck. "What did you say?"

"Parker was trying to protect Peter," Nick said. "Just like you. Only in his case, he didn't have all the resources that you have. Not to mention all the superhero friends."

Tony pressed his fist to his chest, trying to keep his breathing steady. "You said—"

"I know what I said, Tony. That was then, back when I was the director of something. Back when SHIELD was still around. But this is now. Things are different."

"Are you telling me that you knew all this time—?" Tony choked out. "Fury, I swear, if you don't start making some sense soon, I will bring this fucking tractor to life right now and drive it right over your pirate ass!"

"I'm trying!" retorted Nick. "Just shut up and listen, for a change, will ya?"

"I am fucking listening!"

"Parker was a geneticist. He and his colleagues spent years trying to combine human DNA with specific genes from certain animals. It was their version of trying to create another super soldier."

Figures, Tony thought, scowling. Everyone's always trying to create the next Steve Rogers. "Yeah? I got that much from my own research."

Fury shot him a glare. "Well, what I'm guessing you don't know, is that at one point, after another abysmal failure, Parker got so desperate for results that he decided to take matters into his own hands and inject himself with the modified animal DNA."

"Yeah, I'd say that's pretty desperate," grumbled Tony.

"The only problem was that nothing seemed to happen. The experiment seemed to be just yet another failure."

"Until…?"

"Until Peter was conceived," said Nick. "Parker never intended to have any children, but you know, things sometimes happen. So the boy is born and starts to grow, and one of Parker's colleagues gets it into his head to go and test Peter's DNA, behind Parker's back."

"Shit," Tony breathed. "Did he?"

"Yes," Nick answered. "He did. And Peter's DNA was compatible. He was their first successful test subject."

"Don't you fucking call my son a test subject, Fury!" Tony growled. "And what the hell does that mean, anyway?"

"It meant, that Peter's DNA would be… accepting, if you will, of the additional genes during the second half of the experiment," Nick explained. "He was prepped, for lack of a better term. All they needed to do was inject him with the extra modified genes, and they'd have—"

"Stop!" cried Tony, covering his ears. "I get the picture, Nick. I don't need all the gory details."

"Obviously, we now know that most of Parker's colleagues were embedded HYDRA agents—"

"That Doctor List asshole," interrupted Tony. "Isn't that right?"

"Yeah, he was one of them," said Nick. "They wanted to take Peter and run further experiments. But Parker refused. Wouldn't let 'em. Said it was inhumane."

"'Cause it fucking was!" Tony muttered. "All of it! He's just a kid!"

"That's exactly what Parker said. There was no way Peter could consent to such an experiment, and Parker, as the kid's dad, refused to allow them to continue."

"Let me guess. That didn't go over so well with the HYDRA goons." The loud men who came in the night.

"Not exactly," said Nick. "And unfortunately, Parker was on his way to report to the authorities when he and his wife were killed. They'd placed Peter in the care of Parker's brother, Ben, before they left."

"And you've been watching him ever since," Tony whispered. "And when Ben and May were killed at the Expo—"

"I called you," Nick stated. He clapped a hand on Tony's shoulder. "Or rather, had you called. And like I said before, you weren't my first choice. But I think it's turned out rather well for the most part."

"And who was your first choice?" Tony asked bitterly. "Or don't you wanna tell me that either."

Nick tilted his head, his one good eye staring straight into Tony's. "Barton was one option I considered. He had the stability: a wife, a child, another one on the way." He paused, sweeping his hand around the vast inside of the barn. "What do you think, Tony? You think Peter would've been happy living in a place like this?"

"No," Tony said quickly. "I don't. Pete likes the city too much." It was the truth, even if Tony was being immensely biased with his statement. Peter was a New Yorker, through and through. Even when they'd had the Malibu house, Peter had always felt more comfortable in New York.

"That, and the fact that Barton is absent so much from his family was the main reason why he didn't get the call," said Nick. "Besides. I could tell you'd changed once you got over your whole self-destructive phase. I went with my gut when I chose you, and I'd say my gut was right."

"Damn right it was," grumbled Tony. "Just tell me this. Is Peter in any danger? Are there any more of these HYDRA scientists out there, chomping at the bit to get at him?"

"Not as far as I know, Tony," answered Nick. "But even I have to admit that my reach doesn't extend as far as it used to. There are still potential HYDRA agents out there that we haven't yet found."

"But as long as Pete doesn't come into contact with… whatever the hell they were experimenting with, then he'll be okay?" asked Tony.

"Like I said. As far as I know, all of Parker's research materials were destroyed following his death."

"Any chance you know what they were using?"

"Parker used the genes from several different types of animal in his research, Tony," said Nick. "From insects to snakes to birds to monkeys. I can't be sure which one of them he used on himself."

Tony shuddered. What the hell would possess a man…? "Yeah, okay."

They were silent for a few minutes, until Nick again clapped Tony on the shoulder. "C'mon back inside, Tony. I think it's chow time, and I'm hungry."

Slowly, Tony got to his feet, rubbing at the resurgent ache in his left arm. "Who was it that killed Parker and his wife?" he asked. "Was it that Winter Soldier dude?"

"The signs were all there," answered Nick. "So yes, it's likely. But there's also been intermittent evidence over the years that points to there being more than one Winter Soldier."

"Shit," Tony said softly. "Any chance you know where the rest of them are?"

"Nope," Nick said. "And to be honest, right now it's not really a priority, Tony. We need to take out Ultron first."

"Yeah," Tony said, grimacing. "Well, I'm open to ideas."

"Good," said Nick as they exited the barn. "Let's go think of some."


Peter let out a sharp cry, slamming his fists down on the counter in frustration. Reading through code nearly all day long for the past two days was making him feel like his eyes were starting to cross, and yet so far he hadn't been able to accomplish anything that might be useful. The only thing he'd been able to decipher inside the code were a few remnants of JARVIS, broken and scattered as they were, but he couldn't see how that could help anything.

Rubbing at his tired eyes, Peter cursed softly as one of his contact lenses popped out, fluttering to the floor. He immediately felt dizzy and grabbed the counter. Being able to see out of only one eye was always disorientating. Carefully, he made his was to his room, ducking straight into the bathroom to pull out his other contact, rubbing both eyes vigorously once it was out.

"What am I missing?" he asked his blurry reflection. "I've solved problems like this before, why can't I see the answer?"

"Peter?" James suddenly called from the doorway to Peter's room. "You in here? Dinner's ready."

Scowling, Peter dropped his chin down to his chest, even as his stomach growled in protest. "Yeah, I'll be down in a minute."

After splashing some cold water on his face, Peter grabbed his glasses and padded down the hall to the kitchen, finding Sam, James, and Pepper already there.

"Any word from Dad?" he asked, sliding onto his stool at the counter.

The three adults all exchanged loaded looks, and Peter was just about ready to push his plate away and leave when Sam spoke up. "Yes, actually. We got a message from Tony about an hour ago. He and the others are all regrouping back at the Tower."

"The Tower? Why? They're vulnerable there!"

James held up his hand. "We know that, Peter. They're not staying long. Ultron took Natasha, and as soon as they figure out where he took her, they're gonna go after her and get her back."

"Why did Ultron take Natasha?" Peter cried. "Did she get mind-controlled again?"

"No, no," said Sam. "There was a fight in Korea, Ultron tried to steal something from Dr. Cho there, but Natasha was able to stop him. So he took her in retaliation."

"Okay," Peter whimpered. "I hope she's all right!"

"I've seen her in action up close, Peter," Sam assured him. "And she's a pretty tough cookie. She won't go down without a big-ass fight."

"Sam!" Pepper chastised. "We don't need that kind of talk around here."

Sam dropped his gaze to his plate, wincing. "Sorry, Pepper."

"Tony said he'd let us know more as soon as he could," said James. "But Peter, it might not be for awhile. They've got a pretty big fight ahead of them."

"Yeah, I know," Peter whispered, setting his fork down. "I'm… gonna go and work some more on the code, if that's okay."

"Of course it's okay," Pepper said, placing her hand on his arm. "As soon as you finish your dinner."

"But—!"

"Nope," Pepper said firmly. "No arguments. You haven't eaten anything since breakfast, and I'm not gonna have you passing out on me again. You're a growing boy, Peter. You need to eat."

"That was only one time!" Peter whined, but picked up his fork anyway. He had yet to win a single argument against Pepper, even if it didn't seem like he was growing nearly as fast as she thought he was.

But four hours later, exhausted and seemingly no closer to a solution than he was when he started, Peter gave up for the night and headed to his room. Sam had offered to spend the night in his room again, but Peter declined. He'd had another one of those extra-weird nightmares the previous night, and didn't really feel like delving into them with Sam at the moment. Not when Ultron was still out there.

After brushing his teeth, Peter crawled into bed, hugging his extra pillow to his chest and wishing for the umteenth time that he had George with him at the Compound.

He'd just closed his eyes when a woman's voice—soft, with a lilting Irish accent—suddenly sounded from the speakers in his room. "Goodnight, Young Peter. Would you like me to turn on the rain sounds for you?"

"Who're you?" Peter yelped, scanning the blurry, darkened ceiling. "Where'd you come from?"

"My name is FRIDAY," answered the voice. "I am a user-interface program developed by Mr. Stark."

"FRIDAY?" squeaked Peter. "You're the new JARVIS?"

"That is correct," answered FRIDAY.

Peter ran a hand through his hair, his exhausted mind racing. "But… if you're here now, doesn't that mean Ultron could find us here?"

"No, Young Peter," FRIDAY said. "Ultron won't be able to find us here."

"How do you know?"

"Because the small pieces of JARVIS's code that you built into Ultron's matrix will allow me to keep him out. JARVIS was programmed to protect this facility, and to protect you at all costs. As such, since I am modeled after JARVIS, I am as well."

"JARVIS's coding," Peter whispered. "That's how you knew to ask me about the rain sounds, isn't it?"

"Yes, that's right."

A thought occurred to him then, so suddenly it was as if he'd been hit upside the head. "FRIDAY," Peter said, his voice trembling. "I think I have an idea on how I can weaken Ultron."

"I'm all ears, Young Peter," FRIDAY said.

Throwing his blankets aside, Peter leaped out of bed, nearly falling flat on his face when one foot got stuck in the balled-up covers. Grabbing his glasses, he jammed them onto his face as he raced down the hall towards the lab, skidding to a stop at his workstation.

"I need to find JARVIS's code," he mumbled, pulling up the section he'd been working on earlier. "FRIDAY, some of JARVIS's code made it into Ultron, right?"

"That is correct. You put it there."

"So…" Peter said as his fingers flew over the keyboard, isolating the fragments of JARVIS embedded into Ultron's matrix. "I've been able to program JARVIS to do some things on my own before. If I can put his pieces back together here, I can send it through to Ultron's matrix."

"There likely isn't enough of JARVIS within Ultron to shut him down completely, Young Peter," said FRIDAY.

"No," agreed Peter, biting his lip. "But his drones don't draw as much power from the matrix as his main body does. So if I can send a command to them to shut down, that would only leave the main Ultron left."

"Which would then allow the Vision to destroy him," said FRIDAY. "I like this plan!"

"Vision?" asked Peter. "Who's Vision?"

"Vision is an android composed of vibranium and the gem known as the Mind Stone, originally created by Ultron in his attempt to build an indestructible body," FRIDAY explained. "However, Vision's creation was interrupted when the Avengers recovered the Cradle stolen from Dr. Cho's laboratory in Korea. Mr. Stark, Dr. Banner, and Thor then proceeded to upload the newly reconstructed matrix of JARVIS into the body, completing the transformation."

"Thor?" Peter said, his mind spinning with questions he knew he didn't have time to ask. What the hell is a Mind Stone? "So, this Vision. He's a… good guy?"

"He is currently fighting alongside Mr. Stark and the Avengers, so yes, I would say he's a good guy. His exact words were, 'I am on the side of life'."

Peter inhaled a shaky breath, running a hand through his messy hair. "FRIDAY? Where's my dad going? Where are they fighting?"

"They're headed to Sokovia, Young Peter," FRIDAY said. "Agent Barton traced the whereabouts of Natasha Romanoff to that location. Colonel Rhodes has recently departed the Compound to join them there."

"Okay," squeaked Peter. He clenched his jaw, adjusting his glasses up on his nose. "Then I better get going."

It took nearly two hours before Peter was able to get all of JARVIS's code fragments isolated, and another hour to program the 'stop' code into the matrix. But once he was done and the 'stop' order was sent, Peter sank down onto a chair and leaned back, stretching his arms up over his head. It was almost four in the morning and he was exhausted beyond belief, but he knew there'd be no way he'd be able to sleep. He needed to make sure that everyone would be okay first.

That Ultron could be stopped.

"FRIDAY," Peter croaked past his dry throat. "Can you please link me through to my dad's heads-up display?"

"I believe you have that capability yourself, Young Peter," answered FRIDAY, and Peter could have sworn she sounded amused.

"Well, yeah, I do," Peter admitted. "But I thought it'd be more polite to ask you to do it."

"Very well," FRIDAY answered. Three seconds later, the view from Dad's HUD filled Peter's monitor, this time complete with sound.

"FRIDAY!" Dad said. "The Vision?"

"It's working, boss!" FRIDAY answered. "Vision's burning Ultron out of the net. He won't be able to escape through there."

"Okay, it's kinda weird hearing you talk both here and inside my dad's suit," Peter said. "Isn't that weird to you too?"

"No, not really," answered FRIDAY.

Peter shook his head, shrugging. "Okay. Um… how long till we know if the code I sent works?"

"Should be any minute now, Young Peter."

"Stark!" Thor called from somewhere, Peter couldn't see where. "The street before me is breaking apart!"

"FRIDAY, what's going on?" Dad asked. His head pointed down, and Peter could see what Thor was talking about. The streets were literally starting to crack apart, like they were in the middle of an earthquake.

"Ultron's outfitted the underside of the city with a vibranium core," said FRIDAY. "He intends to levitate it and then drop it back down."

"Oh no!" cried Peter. "That would kill thousands!"

"More like millions, Young Peter."

"Hold on!" shouted Agent Barton through the comm. "The drones are starting to drop! Repeat, the Ultron lackeys are starting to drop!"

"I see it too!" called Steve. "Tony, confirm?"

"Yep, confirmed on this end," Dad said, sounding relieved. Peter's heart leaped as he watched at least a dozen Ultron drones power down, dropping like flies to the ground.

"It worked!" Peter yelped, punching the air with both hands. "FRIDAY, it worked!"

"That it did, Young Peter," FRIDAY said proudly. "You should be proud. You have saved potentially millions of lives today."

"How did this happen?" asked an accented female voice that Peter didn't recognize.

"I'll bet you the Tower that Pete had something to do with it," Dad answered, and the immense pride in his voice made Peter's throat tighten. "'Cause it sure as hell wasn't me."

"This was Young Peter's doing, Boss," Peter heard FRIDAY say over the comm. "He was able to upload code into Ultron's matrix that deactivated the drones. Vision has already halted the levitation of the city."

"Damn," said Agent Barton. "You weren't kidding, Stark. Your kid really is a genius."

"You bet your ass he is, Barton," Dad grumbled, flying up and landing on top of a building. "Cap, confirm the city's no longer moving?"

"That's an affirmative," answered Steve. "The earthquakes leveled a few buildings, so there's some injured civilians, but once the drones started dropping the city stabilized."

"FRIDAY, who's that girl that was talking just now?" Peter asked. "I don't recognize her voice."

"That was Wanda Maximoff," FRIDAY said.

"Who's she?"

"She and her twin brother were the only two survivors of Baron Von Strucker's human experiments involving the scepter."

Yeek. That sounds horrible. "Oh," he said. "I'll just ask my dad more about her later, I guess."

"Ultron's no longer strong enough to carry out his plan," FRIDAY said to Peter. "He's currently attempting to escape."

"No!" Peter yelped. "They have to catch him, they can't let him get away!"

"Tony!" Steve called over the comm. "There's still civilians trapped in the downed buildings. We need your help!"

"Copy that, Cap," Dad replied, scanning the surrounding buildings. "But first I need to find Ultron and destroy him."

"Vision's already on it, Stark," answered Natasha. "As soon as the earthquakes stopped he grabbed Ultron and flew off somewhere."

"Natasha's okay!" Peter exclaimed. "Oh thank God!"

"Copy that, Romanoff," Dad said as he flew off, presumably to join Steve in rescuing the trapped civilians. "FRIDAY, make sure and tell Pete that I'll see him soon, and that I'm prouder than hell of him."

"I will, boss," FRIDAY said in stereo, right before the link to Dad's HUD terminated. Peter slumped back in his chair and closed his eyes, a huge smile stretching across his face.

They'd done it. They'd stopped Ultron and his mad attempt to destroy the world.

And now, Peter was tired. All he wanted to do was go to bed and sleep for the next three days. Or until his Dad arrived at the Compound.

With an effort that he considered to be monumental, Peter pulled himself up from his chair and stumbled back towards his bedroom, face planting down onto the bed.

"Would you like me to turn on the rain sounds now, Young Peter?" asked FRIDAY.

"Yes, please," Peter whispered, only vaguely aware that he hadn't yet taken off his glasses. But the thought of having to move enough to get them off just seemed like too much trouble. He was just so tired, and it was only a few seconds later that the soothing rain sounds playing overhead lulled him to sleep.


Tony stood in the back of the Quinjet, bouncing on his feet impatiently as Rhodey touched down on the Compound's landing platform. Rhodey had been teasing him ever since they'd dropped Barton off at his farm with the Maximoff twins, saying it was no wonder Peter couldn't ever sit still when he had an example like Tony.

As soon as Rhodey cut the jet's engines and lowered the door, Tony took off, walking swiftly inside where Pepper was waiting for him.

"Hey, honey," Tony said, enveloping Pepper into a hug. "How're you doing?"

"Better now," Pepper whispered. "This was a scary one, Tony."

"I know," Tony admitted. "And that's gonna stop, Pep. I mean it."

"Yeah," Pepper said sarcastically. "We'll see. But now really isn't the time for that discussion."

"Probably not," Tony said sheepishly. He kissed her cheek and pulled back, looking over her shoulder. "Where're Pete and Sam?"

"Sam's in the kitchen preparing a feast for the returning heroes, as he said, and I'm pretty sure Peter's still asleep," Pepper replied. "According to FRIDAY he's been asleep ever since the crisis was averted in Sokovia, but he really should be waking up soon. If nothing else, he has to be starving."

"Poor tired kid," Tony said fondly. "It's hard work saving the day like he did. All right, I'll go check on him. The rest of the team's headed up to their rooms to clean up a bit."

"Sounds good," answered Pepper.

Walking down the hallway to Peter's bedroom, Tony's eyes widened as he heard what sounded like Peter sobbing into his pillow. He rushed inside, finding Peter curled into a tight ball on his bed with his hands tightly over his ears, his glasses all askew on his face.

"Hey, buddy," Tony said, plucking away the bent glasses and gathering Peter into his arms. He buried his nose into the boy's hair, breathing in the soothing green apple scent. "Hey, it's okay. I've got you. It was just a bad dream."

"No!" Peter cried. "Please, don't let them hurt me again! They hurt me, Daddy!"

"Peter!" Tony said firmly, wrapping his hands around Peter's wrists, gently trying to pull his hands away from his ears so he could hear Tony's heartbeat. "Peter, no one's ever gonna hurt you. I won't let them."

Peter's eyes flew open, his eyebrows knitting in confusion as he reached up a clammy hand, cupping Tony's face. "Daddy?"

"Yeah, buddy, I'm here," Tony murmured. "I'm back. Just listen to my heartbeat, bud. I've got you."

Frightened tears streamed down Peter's cheeks, wetting through Tony's shirt. "My name is Peter Parker Stark, and you're my dad," he whispered. "You won't let them hurt me."

"Not ever," Tony assured him. "I promise."

"Not like he did," whimpered Peter. He wasn't quite awake yet. "He let them hurt me. Why'd he let them hurt me, Dad?"

"Who, Pete? Who let them hurt you?"

"The other man who said he was my dad," answered Peter. He inhaled a shaky breath, more awake now. "He said he'd protect me, but he didn't. Not like you do. He let the loud people hurt me."

Oh God, Tony thought. This is what he's been having all these nightmares about lately? What that asshole Doctor List did to him behind Parker's back? Tony cupped Peter's face, brushing his tears away with his thumbs. "It's okay, buddy. You're all right. Nothing's gonna hurt you."

"I know," Peter murmured. "'Cause you're back now."

Tony's throat tightened. As painful as it might be for Tony, it really wasn't fair to Parker's memory to allow Peter to think that his birth father had deliberately tried to hurt him, especially since most of Tony's suspicions about the man experimenting on Peter had turned out to be unfounded. He needed to tell Peter what Fury had told him, and soon.

"Hey, bud," Tony said, once Peter's breaths had evened out and his tears stopped falling. "Sam's in the kitchen right now getting some food ready. Why don't we go eat with the team once you get cleaned up a bit. Sound good?"

Peter sniffed, wiping his nose across Tony's shirt as he nodded. "Uh huh."

"And once we're done eating, I think you and I need to take a walk around the Compound for a bit," Tony added. "There're… some things we need to talk about."


Whew! I'm always anxious to see what you guys think! Please don't hesitate to leave me a review! :)