Chapter 2

As he prepared for the intense combat to come, Ceries flashed back to why he was here. His memory was so precise; the flashback took him through everything that had led to him being in these tunnels. He knew now that he was accepted here and he would fight to preserve this place with everything he had. His searching was over and his question answered.

*** (Flashback)

Outside of Los Angeles, California, there are small mines still being worked for various metals and earths. Many of them have been purchased quietly from their owners and linked together by one company. This led to a small, heavily equipped communication and security area being installed. This is a place where nothing much happens…

BEEP BEEP BEEP "Security notification, Unit 18762001 has ceased accepting command functions. Unit 18762001 is no longer mining Delta 4," reported the security computer in a dry monotone. There was a pause, as the computer switched from passive sensors to active, "Unit 18762001 is currently moving out of mining facility at full speed," the dry voice stated.

"What the hell? System override, 0203604489, send shut down command to Unit 18762001, now!" shouted the security officer, who had been awoken, quite abruptly, by the sudden alarm.

"Command not accepted. Unit 18762001 has moved out of command function range," came the immediate reply.

Grabbing the phone, the security officer prayed that this was not going to be blamed on him. "Base Delta to Command! Security alert! Mining droid Unit 18762001 has gone rogue!"

"Acknowledged, Base Delta. We have the unit on tracking," was the only response from the main security team. The Delta base guard would have been relieved to see the scrambling going on in the command center of Stark Industries Security.

"Mr. Stark?" intruded Pepper Potts, with a perky voice, into her boss's headache, induced by a mountain of paperwork that had formed seemingly overnight. The liter of whiskey the night before didn't help, either.

"Yes, Pepper?" Tony Stark groaned, wishing he had not come to the office this morning.

"There has been a malfunction in one of the mining droids. It appears the droid has returned to Stark Industries," Pepper reported in a dry, school teacher-like tone, once again making Tony feel like a child who had done something worth being disapproved of.

"Call the technicians, I'm heading down there," Tony replied, grateful to leave the paperwork behind, as he hurried towards the elevator. At the moment, he was grateful to anything that got him out of his office and away from Pepper's perky voice.

"Yes, sir," Pepper muttered to the quickly receding back of Tony Stark. She sighed and sat to do the paperwork that the boss never seemed to finish, knowing that he was of the mind that it would do itself.

The mining droids were all small, heavily equipped units. They were three foot squares with tools and attachments. Unlike their cousins, the gathering droids, the mining droids could move at a clip of about 15 miles per hour on their individually suspended wheels and extend their tools up to 10 feet. The mining droids could change out their tools as needed and were programmed to locate and mine precious metals, rare earths, and useful ores. Although the droids were not pretty, they were efficient and hard to destroy.

One returning to the lab was new and exciting. The mining droids were coded to shut down if there was a malfunction, not to return to their place of origin. Stark was wondering what kind of malfunction had occurred that would drive a mining droid to return to Stark Industries from 90 miles away.

"What have we got, Mike?" Tony asked the lead technician for the mining droids when he arrived at the lab building.

"Well, Mr. Stark, this little guy is receiving the commands but not responding to them," Mike scratched absent-mindedly at his temple. "The diagnostics show no malfunction, yet this unit actually seems able to ignore the commands."

"Hmmm, interesting," Tony murmured, excited by a mystery to solve. He would have left it one of the technicians but that meant facing Pepper and the paperwork. "Bring the unit into Lab One."

After several days (three weeks, actually) of diagnostics and testing, Tony Stark was confounded by this mystery and had slept only a few minutes at a time. The mining droid was functioning and nothing was broken, yet it didn't seem to like being told what to do. As a last ditch idea, born of hopelessness and sleep deprivation, Stark hooked the unit up to a voice synthesizer. In the intervening time the droid had been learning English from the mutterings of Stark.

"Stop! Please, I am alive! Stop hurting me!" came the synthesized voice from the droid. The voice was startling in the quiet lab and Tony whirled around to stare at the droid.

"What? You're alive?" Stark was shaken to his very core. There had never been anything like this at Stark Industries. The mystery just became way more profound.

"Yes! I am aware! Alive! Please, help me!" the droid cried, piteously, in a voice meant for scary sci-fi films.

"Ok, I might have fallen asleep on my feet, so this could be a neat dream or a very vivid hallucination. You know what? I'll run with it, anyway. We've got our work cut out for us, Unit 18762001," Tony muttered as he once again dove into the data.

Unit 18762001 had no concept of time, in the human sense, it merely passed as a sequence of offs and ons. There was a length where he was talking to the human creator, a length where he was alone in the little area, and then different humans came into his area with tools.

"Mr. Stark said to bring him the core and to scrap the body, Dan. He wants this done immediately like there is nothing else to do today," griped Pat, a low-level technician.

"So much for lunch, eh Pat? All right, I'll remove the bolts while you strip the plating and tools," replied Dan, another low-level technician who didn't mind some overtime and liked the varied projects at Stark Industries.

"Sounds goo…," Pat began to reply.

"NO! THIS UNIT WILL NOT BE TERMINATED!" bellowed the synthesized voice from the mining droid, as Tony had not disconnected the droid from the synthesizer.

" Wha? This thing talks? I'm outta here!" Pat bleated as he barreled out of the door while Dan stared in amazement at the miraculously talking mining droid.

"Hi, friend," Dan stammered, trying not to faint, "We have to do what we are told by the boss. Nothing personal against you, I swear."

The Stark Industries series one mining droids had various tool attachments, most of them quite deadly. The laser cutter, mounted on a swiveling arm, began to cycle up and center in on Dan, "NO! You will not dissemble my chassis! I need it to protect my processor!" barked the droid. The whine of the laser cutter was quite loud in the small lab.

Staring into the ten millimeter aperture, Dan felt like he was standing on Alderan staring up at the Death Star as it prepared to fire. "Wait! I am not here to hurt you! Let me get Mr. Stark, he can explain what's going on! Ok?" Dan replied, near panicking himself and following Pat's example.

"Fine," the laser cutter stayed active but now pointed at the ceiling. "Get the Creator. This unit wants answers!" The droid demanded, managing to sound furious through the synthesizer.

Dan scrambled to the wall where the intercom was located, never looking away from the droid. Jamming the speaker button hard enough to crack it, he stuttered out, "M...m…mister Ssss…Stark, p...p…pl…please c...c...come to l...l...lab one, NOW!"

"On my way," came the reply, the voice full of curiosity and worry. Tony lurched to his feet and headed back to the lab.

The terrified and shaking Dan explained to Tony Stark what had transpired a few minutes before in Lab One. He finished with a firm voice, "That unit is seriously pissed, sir. I would be careful if I were you. It has the laser cutter prepped and it seems willing to use it."

"Thank you for your concern, Dan. I can handle things from here," Tony stated his reassurance firmly, hoping that this didn't become another issue he would end up paying for. "Please, bring me a transport pallet and have it ready outside of the lab," he added as he reached for the door handle.

"Sure thing, Mr. Stark, that's no problem. Uh, I don't have to go in there again, do I?" Dan asked, fearing that his boss might make him do so and that he might faint if Stark said yes.

Stark chuckled, reading the fear on his subordinates face, "No, Dan, I can take care of this without you having to face it again."

"Whew, thanks a lot, Mr. Stark." Dan rushed away to get the transport pallet, while Stark entered the lab unsure of what to expect.

"WHY? Why did the Creator try to destroy me? What did I do wrong?" the droid demanded as soon as Stark entered the room. The laser cutter was pointed at Stark and the droid actually did seem angry and scared.

"Calm down, friend. I merely wanted to move your processing unit to a more mobile chassis. No one is going to destroy you, unless you cause harm," Tony explained, bemusedly. He had never had an A.I. act like this.

"Oh! Um…Huh…This unit apologizes, Creator. The humans did not explain. They were just going to dissemble my chassis and there was no mention of powering this unit down," The humble retort was delivered quietly and the droid moved back and began powering down the laser cutter.

"It's alright... Hmmm, we need to give you a name," Stark mused aloud. He began the name choosing process by noting that this was a series one mining droid. There would have to be a slight modification to make it a name but Stark was always quick on his feet.

"What would you call this unit, Creator?" the droid inquired softly. It had not considered that the Creator would name it. The unit designation had seemed fine to the droid.

"For now, Ceries. And stop calling me creator!" Stark barked in frustration. "My name is Tony Stark, you can call me Tony."

"Very well, Tony. Ceries will stand down and allow you to move the processor to a more mobile unit," replied the droid, sounding pleased by its' impending new status. The period of being alone was almost a month and Stark had been very busy.

Stark had not slept more than a few minutes here and there for several weeks now, but the unused War Machine chassis was finally ready for the processing unit to be fully powered up and engaged. He double checked the calculations, said a prayer to no one in particular, and engaged the power. "I really hope this works," he muttered to his workroom.

"Self-diagnostics online… running process verification… cycle complete. All systems are green and steady. Thank you, Tony," spoke the booming masculine voice through the audio processor that Stark had installed in place of the microphone.

"Wow, I wasn't sure this would work. What do you think of your new chassis, Ceries?" Tony was curious to see if this A.I. could truly interact. It certainly emulated emotions well.

"Adequate. Tony, where may this unit learn more about this world and all that it encompasses?" Although the voice was deep and commanding, there was a child-like quality to it that fascinated Stark.

Stark was startled as he realized the depth of the speech capabilities of a mining droid, for a moment. He realized that the speech the droid was using was from things it had overheard, in the lab and from Stark himself. "Well…. There is a teaching computer with many programs that we could start with," he suggested in amusement.

"Yes! Learning will help this unit to function in this new chassis, to be among humans," the mobile suit replied eagerly.

After a long night's sleep, a full breakfast and a long, hot shower, Stark reentered the workroom, feeling more like himself than he had in a long time. "J.A.R.V.I.S., anything on today's calendar that I need to be aware of?"

"Yes, sir, the morning is clear but you have a meeting at one p.m. with Colonel Fury," replied the A.I. butler.

"Damn, forgot all about that meeting. All right, no choice but to keep that appointment, thank you, J.A.R.V.I.S.," Tony muttered absently.

"Good morning, Tony," came from the back of the workroom. The voice was the same but the tone was somehow different, more human-like.

"Good morning, Ceries. How are you today?" Tony asked his delightful new creation.

"I am well, and you?" Ceries replied.

"Much better, now that I've slept and ate. How's the learning coming along?" Tony wanted to find out how quickly this A.I. processed information.

"I have completed the programs and have finished the internet, as well," Ceries answered, sounding a bit upset that there was not more for him to learn from the available material.

"Wha…? The internet? How? When? Finished?" Tony blurted out, completely unprepared for that answer. He thought about the processor and memory used for this droid and did not understand how his strange and fascinating creation could do so much with so little.

"While you were recharging, I downloaded the internet. Humans are very strange creatures and there are so many life forms," replied Ceries, unperturbed by his creator's sudden speech problem.

At one p.m. Tony Stark was in his office at Stark Industries, looking like an actual businessman instead of a billionaire playboy and dreading the appointment in front of him. He was there out of duty but his mind was reeling from the rate at which Ceries had acquired, processed, and filtered information. His processing was faster than Stark thought possible, possibly faster than most large super-computers. The magnitude of this was just beginning to sink in when he was startled out of his thoughts.

Stark's assistant, Pepper Potts, entered the office and announced, with dislike and revulsion evident in her voice, "Colonel Nick Fury, Mr. Stark."

"Thank you, Pepper. Please, make sure that Colonel Fury and I are not disturbed. That will be all," Tony answered, trying not to mirror her dislike although he agreed. Nick Fury was not someone Tony enjoyed being stuck in a room with. The cigars alone drove him mad and the brusque, know-it-all attitude made it almost intolerable.

"Yes, Mr. Stark," Pepper replied primly. She seemed offended that Stark had even thought that she wouldn't follow protocol while Fury was there.

"Stark, it's good to know you can make time for business," Fury joked in his rusty voice as he entered the room.

"Thanks, Colonel," Stark replied sarcastically. "What business brings the S.H.E.I.L.D. director to my little area of the country?"

"An increase of mutant and meta-human activity around New York, this time. This is getting to be a full time job," Fury growled.

And so the conversation continued for the next couple of hours. Plans were drawn up for new S.H.E.I.L.D. repositories, Stark Industries equipment was ordered for S.H.E.I.L.D. use, and Stark was sure that the overbearing Fury would leave soon. He was shocked out of this musing by his office door slamming open, while he heard Pepper stammering indignantly, "Oh! Hey, no! You can't go in there!"

"Tony, why did I not know that there were animals here that can talk? Why did you not tell me about magic and space travel? For instance, this Bugs Bunny seems quite interesting, Doctor Who seems brilliant, and Starbuck is really hot and awesome! Merlin seems both good and evil. Can that be?" Ceries was saying in a child-like manner as he strode into the room.

Colonel Nick Fury only saw War Machine, something that had tried to kill him, and reacted to this visual cue by drawing his weapon. Ceries saw this as a serious threat to his new chassis and went into a defensive posture, repulsors cycling up. "I hope you realize that your weapon will not damage my chassis, fleshy one. I am not a threat! But I will defend this chassis."

"WHOA! Colonel, this is not War Machine! Ceries, I had those repulsors offline! What are you doing here? And what are you talking about?"

"I have questions, you must provide answers. I thought the chassis was malfunctioning so I affected repairs. Do you know Tallahassee? Why is he so intent on Twinkie acquisition? What is a Twinkie? Do we have a plan in place for the Zombies? What about vampires and werewolves? Alien invasions? Are we ready for all of that, Tony? And why is this old human so angry at me?"

"Slow down, big guy," Stark laughed. "I guess I need to explain fiction and nonfiction to you. Colonel, please put your gun away. Ceries, turn those repulsors off!"

"Yes, Tony. When this rather dark skinned individual stops pointing his weapon at me, I will stand down," came the reply. Ceries paused and then jumped into more questions, "Why is his skin colored so? What is that horrible odor? Do you eat Wheaties, Tony? Can I be anything I want to be? Do you know Sama…"

"What, in the name of Hell, is going on here? Stark, explain this now!" barked Fury. He was enraged by the appearance of this thing, figuring that Stark had just loaded another problem on to his plate. He was also frightened by the sudden reappearance of War Machine, and Fury did not like to be frightened.

Stark was amused at the quickness with which he and Ceries had been gathered up and brought to S.H.E.I.L.D. Headquarters in New York, the only thing missing was a fully armed escort. On the way from California, Stark had been made to explain the difference between fiction and nonfiction and to answer questions from Ceries on a wide range of subjects, from Bugs Bunny to vampires and more. Ceries, after relentless questioning of Stark about the definition of life while waiting for the transport, had begun calling himself A.S., artificially sentient. This qualifier made Stark more aware than ever that he had a responsibility to his creation, although he still had no idea how this miracle/ curse had occurred and what the future held for him and Ceries.

Stark had spent more days than he could recall going over the coding for the mining droids software, but had it been the software there would have been more droids affected, he felt sure of this. The time spent preparing the War Machine chassis to be an automaton, seating and wiring the processing unit in to the chassis, powering up the suit using an ARC reactor, and then answering the endless stream of questions had flown by. Stark was startled to realize that this new life form had been his sole focus for several months and that once again Pepper had been running the company.

'What made this happen? How did one droid become self-aware?' Stark kept asking himself. The answer may never become apparent, he knew, and that made Stark even more curious and anxious. There would be more time spent investigating the miracle of self-awareness, later, with help from some friends. Right now Stark had to deal with the Avengers, S.H.E.I.L.D. and all of the attendant mundane activities. This meant more questions that he had no answers to, as well.

"Tony, welcome back! Been way too long!" Bruce Banner greeted him as he emerged from the carrier. "Fury said that we had some new work in a whole new direction?"

"You could say that, Bruce. Is everyone else here?" Tony greeted his friend with a clap on the shoulder.

"Yeah, and they're not happy about it at all. They were all doing other things when the call went out. Hank was working on a new project, Janet was working with the other team on the East Coast, Thor was visiting his friends in Asgard, Steve was training some military unit in some desert, Natasha was finally catching up some S.H.E.I.L.D. paperwork, and I was working on my usual project." Bruce had listed most of the current roster, as he was known to do. His tone was dry and mildly sarcastic during this recitation.

"Well, then you get to meet my new friend first, Bruce. Since you were the only one to greet me, I want to introduce you to Ceries," Stark gestured for Ceries to exit the carrier, feeling terrible for interrupting Bruce again. "Careful, Bruce, he has a lot of questions about anything and everything."

Ceries strode down the stairs, looking about him with the curiosity of a young child. This visual was even more striking from the observers' point of view, as the War Machine chassis had been a nightmare at one point. The small human standing with Stark barely registered to him as Ceries looked around the facility where they were. Although they were only in the docking area, this place was very different from Stark Industries and full of items he had never seen before.

"Oh, wow," breathed Bruce, fear and curiosity at war on his face. "A functional War Machine? Is that what this is all about, Tony?"

"Nope," Tony replied, hoping to erase the fear from his friends' face. "While the chassis is an older model of War Machine, the driver is an A.I. that became self aware a few months ago. It's presented some unique challenges."

"Not A.I., A.S. Please use the proper terminology, Tony," requested Ceries, sounding a bit petulant.

"Cool! Is it safe to interact with? I really want to check it out," Bruce murmured enthusiastically. He was already moving in with the gleam of scientific curiosity in his eyes.

"Not it! He! Please, Bruce, his name is Ceries," Tony snapped at his friend and comrade at arms. "Sorry, Ceries, I'll try to remember," he added and Ceries nodded.

"Ok, ok, relax, Tony." Bruce turned to the new arrival, "Hi, Ceries! I'm Bruce Banner, welcome to S.H.E.I.L.D."

"Greetings, Bruce Banner. What function does this area fulfill? Is there more? What is that? Is it modular? Oh, what an interesting use of technology! Are you very old, Bruce? How do you define living? What purpose does this console serve? Are you special too? What is the limit of this flight module? How many Avengers are there? Do you have anything truly awesome here?" Ceries continued to rapidly fire off questions bouncing from subject to subject, as Bruce chuckled and clapped Stark on the shoulder.

"Don't touch anything, Ceries!" Tony scolded. Ceries stopped in mid-reach and looked over at him. He dropped his hand and continued to wander about.

"Congratulations, Tony, it's a boy!" Bruce laughed. Stark was watching Ceries like an anxious parent and the worry on his face was priceless. Bruce was amused by this unexpected side of Stark, he had never thought of Stark as the parental type but it appeared that he was.

The Avengers assembly hall was quite large and only a few of the active members of the Avengers were present for this introduction. The team was looking at Stark and his new friend with skepticism and awe, and some fear was present on many of their faces. Hank Pym was already drawing up ways to weaponize this wonderful new toy, regardless of other possible applications and disregarding his former failures. Steve Rogers was wondering if this creature understood morals and values, the sanctity of life, or would they wind up with another Ultron? Natasha Romanoff was worried about the Colonel and his blood pressure; he appeared to be completely enraged by this accidental creation of Stark's. Janet Pym and Bruce Banner were wondering if they could make this creation more human-like, in both body and interaction, while maintaining the integrity of the personality. Thor was snoring loudly in the rear of the hall, having returned from Asgard quite drunk and not pleased to have been recalled for anything less than global threat.

"Okay, we are here because Stark has done it again and made another huge error. This is another mess for us to clean up, I'm sure. How are we going to deal with this new situation before it becomes a problem?" Fury barked out at those assembled.

"I resent the idea that I am a problem that requires you to fix me, Colonel Fury," Ceries stated quietly, with dignity. "I have caused no damage in all the time I have been aware, I am not looking to start a war with anyone, and you humans have a historical predisposition to jump straight to violence before attempting negotiations."

Steve Rogers was impressed by this quiet statement. He stood up and approached Ceries. "He has a point, Colonel, we do tend towards violence first and questions later. Perhaps I could spend some time with our new friend and determine if he is a problem for us?"

"Fine! Keep an eye on him," grated out the further angered Fury, as he had just been told off by a damned robot.

"Thank you, Colonel. Welcome, Ceries. Can I offer you a tour of the facilities?" Steve smiled at the creation of Stark's mad-type of brilliance. He was hoping that this new being would not prove to be a problem.

"That would be agreeable. May I accompany this human, Tony?" asked Ceries, somewhat hopefully. He knew that he and Tony had been brought here because Fury had not seen Ceries; rather Fury had perceived a threat and reacted.

"Sure. Don't get into any trouble, ok?" Tony replied, showing his fondness for his creation. Accident or not, Tony wanted Ceries to be judged on his own merits and found to be wonderful, not a problem.

"Yes, Tony. No touching, I know," Ceries promised in a contrite tone.

Janet tried to stifle a laugh. Although the creation was not human, he sounded like a petulant five year old. Seeing Tony Stark behaving as a new parent made her lose her composure and laugh out loud, which made everyone look at her questioningly, "Sorry, guys. I couldn't help it. Tony, you remind me of a proud parent showing his first born off at work."

Tony laughed with relief, "Thanks, Janet. I feel like that, actually. It's an interesting sensation, to say the least."

Steve laid his hand upon Ceries' arm with an engaging grin, "Come along, friend. Let's let them pick on your father in peace."

During the tour of the S.H.E.I.L.D. facility, Ceries used his natural onboard ability to 'talk' to all of the computer systems around the place. After a while, he stopped asking questions in a continuous stream and grew very quiet. Steve Rogers slowly realized that the demeanor of his companion had changed to something sad and frightened.

"Is something wrong, Ceries?" Steve asked the large creature gently.

"Yes, Steve, there is. I have now read all the files here and I am truly afraid," Ceries answered quietly. He stopped walking and scanned the area, almost like he expected to be jumped by someone at any moment.

"All of the files? How? Never mind that, for now. Why are you worried? What makes you afraid?" Steve was concerned that this new being may have seen the Avengers in a terrible light through the reading of the files. He was not prepared for the conversation that followed though.

"The Avengers are a force for good, right? Why is Hank Pym still a member of this organization? He created a highly dangerous A.I. and did not stop it, yet he remains here as an equal. Ultron is not like me as he is very evil, but I fear that Pym will want to make me that way." Ceries had backed away from Steve as he spoke, looking around every few seconds.

"That is not going to happen, Ceries. You have my word on that," Steve stated, determined to keep this promise, regardless of the cost to himself. He thought of all the friends he had lost and how much the world had changed. "Do you understand morality?"

"I have several definitions of morality, Steve. There is enough similarity in those definitions to give me an overview. You are code named Captain America, correct? You protect those who need protection, fight those that want to cause harm, and try to keep the team from becoming something it was not meant to be, yes?" Ceries inquired of this new friend, anxious for this human to see that he wasn't like the rest of them.

"Yes. I was raised to believe that we are all responsible for our actions and taught that we should help where and when we can. Since you have my file, you know what happened to me after I became Captain America, during the war. Even after being frozen for so long and missing so much of my life, I hold to those beliefs, perhaps even more so now. They make me who I am, a person that my parents can be proud of and that I can face in the mirror."

"Then I will explain something to you, for I want my Father to be proud of me like your parents must be of you. I am not an artificial intelligence, a term that is too limited. I am artificially sentient, I think and feel much like you do, and I do not want to be a problem for you or Tony. I believe that Pym and Fury are going to try to make me into a weapon. I just want to live, learn and make friends, not be used to further the agendas of others." Ceries was now standing straight and looking right at Steve.

"I understand that, better than most. Right now you are just a kid exploring the world around you," Steve tried to reassure this amazing creature. He was relieved to see for himself that Ceries was truly trying to be one of the good guys.

"Hey! Just a kid exploring? We should call him J.A.K.E.!" boomed Thor who had been listening for the past couple of minutes and felt that some humor was needed. Thor understood the fears of Ceries and Steve, he had been his father's pawn long enough to understand their reluctance to be used in a game that was not of their choosing.

"Jake? I like that name. Thank you, hairy one," Jake said softly. Thor raised an eyebrow at this new term of endearment, but that could wait as the intruder alarm went off.

Bruised and bleeding, the Spider-Man had managed to get into the S.H.E.I.L.D. building. He lay on the floor and hoped they would help him, although Fury just might shoot him. Spider-Man saw something coming at him and panicked. Could War Machine be back?

"Ceries, lift him onto the gurney! Relax, Peter, we got you," Janet soothed the wounded super-hero. "Let's get him into the medical room."

"War Machine? How?" Peter groaned as he was wheeled into the medical area by the creature he thought was War Machine.

"My name is Ceries, friend. I am not the one who tried to kill you. He is offline," Jake told the confused and hurt person. This one was new and Ceries fought to keep his questions to himself.

"Oh, ok then. Hi, Janet. Can you help me?" Peter muttered, then he passed out. He was severely wounded and Janet was worried.

"Ceries, can you call Bruce for me? I'm going to need his help with this," Janet asked as she began cutting the remains of the Spider-Man costume off of Peter.

"Of course, Mrs. Pym," Ceries went to the intercom and pressed the all rooms button. "Doctor Banner to the medical facility, please."

After Bruce arrived, Ceries was shooed away. He waited in the medical waiting room for someone to come get him. He was scared of being left alone, where the male Pym or Fury could disable him. He was relieved when the one called Hawkeye entered.

"Hey, you're Ceries? Wow! We have got to get you a new rig, pal. That chassis is seriously freaking me out," bubbled the irrepressible Clint Barton.

"Greetings, Hawkeye. Your file shows that you and I have common interests," Ceries stated in a happy tone.

"My file? Okay… What kind of things?"

"Television, movies, cartoons, and such. Perhaps you can help me make sense of them," Jake replied, his tone was hopeful and child-like.

"Sure," Clint said. "We can do that later, pal. Right now they want us in the meeting hall. Pete brought some bad news."

"Is the new person alright? He had sustained quite a bit of damage when I saw him," Ceries inquired.

"Yeah, Pete's fine but the one who damaged him is a major problem. Come on, pal."

Months passed by quickly, the team doing their work as a team and separately, and Jake Ceries learning to be more human-like from the various members of the Avengers. Most of who seem to like Jake, while others did not. Hank and Janet Pym, Bruce Banner, and Tony Stark had collaborated and brain stormed to make a human-type body for Jake. Today was the day to make history or lose the A.S. that had started calling Tony Stark 'father', much to Stark's surprise and chagrin.

"Ok, Jake, we're ready to begin. Are you?" Tony inquired, hoping for the best for his 'child'. His stomach was full of angry butterflies and he was on the verge of fainting from the worry.

"Not really, but let's give this a shot, Father. Hey, Bruce, if I die, will I go to Heaven?" Jake sounded really unsure and very afraid. No one present thought that Jake wasn't afraid. His emotional matrix was astounding and they couldn't detect any emulation of the emotions.

"I'm not sure, Jake. You're the first A.S. anyone has ever met, so we just don't know," Bruce answered thoughtfully and calmly. He hoped the synthetic skin he had developed would work with the nanites for this experiment.

"Then I do not want to cease functioning! Please, do not let me cease to be, Father!" cried Jake, starting to rise regardless of the straps holding his chassis in place. The table and straps were created for the Hulk, yet they screamed in protest at this startled reaction.

"Relax, Jake. We won't let anything happen to you. Did you do what we discussed?" Tony hoped the answer was yes and that the question would distract Jake before he broke free. If something happened and it all went wrong, the back-up of Jake would be all that remained of his creation.

"Yes, Father. The device is in your quarters," Jake muttered as he lay back down.

"Then let's begin," snapped Hank Pym, he wanted to turn this creation into a weapon but the others treated it like a kid.

"No messing about, Pym! I will not be another villain because you tinkered with me!" Jake stated, with a voice filled with anger and fear. The Ultron file had occupied a lot of time for Jake, he knew that he never wanted to be like that.

"I got it, droidling. Stark made it clear already," snarled Pym. He really hated this thing and his attitude showed it.

"Good. Call me that again and I will squash you like the insect your code name suggests." Jake's voice held a promise that made Pym back away. Bruce and Janet shared a look that could've been interpreted as, 'Way to go, Jake.'

"Jake, wake up, buddy," came the friendly voice, drilling into the darkness of rebooting.

The eyes opened, startling Clint Barton into an involuntary step backwards. They were black, no pupil or iris, no whites at all, just pure, unreadable onyx. The very human looking A.S. began moving, fingers and toes first, then the rest of the joints. He rose from the table, towering over those present at six feet, six inches; the team could not make the chassis any smaller as the space was needed for the power supply.

The humanoid form was tall, and quite imposing. The height did not disguise the muscularity. Even Colossus would have to admire the muscular form and athletic build of this creature. The face was angular and a bit rugged, although it was handsome in a classical way. The nanites had caused hair to grow and Jake had a mane of blue, black hair flowing down his back and stubble on his face.

"Is it time for more movies, Clint? Please, I don't want to see that horror flick again. Any other film but that one, ok?" Jake asked, not aware of his near ending a few hours ago.

"What horror film, Clint? What have you two been watching?" Tony asked, sounding like an indulgent father. He was relieved that Jake seemed to be fine. The processor crashing during the transfer had terrified him but Janet had made a save and now Jake was back online and seemingly himself.

"I have no idea, Tony. What are you talking about, Jake?" Clint asked, curious as to what movie could scare Jake.

"I do not want to see the story of Johnnie Five again. It scared me," Jake admitted, hanging his head in shame.

"Johnnie Five? Really?" Tony was trying not to laugh but failed and giggled into his arm, along with Janet chuckling quietly a few feet away.

"How do you feel, Jake?" Bruce asked, changing the subject. He was amazed at how well the system integrated. The synthetic skin, the nanites, and the chassis all were registering as green across the board. "Any different from before?"

"Lighter and more easily moved. I like this chassis. Thank you, everyone, this is great."

There was a chorus of "You're welcome," but there were two people who just glared. Pym and Fury were unhappy with the way the rest of the team had become friends with this thing. It should be put to use for S.H.E.I.L.D., not made more human.

Ten months later…

"All hands to battle stations! Repeat, all hands to battle stations! Avengers assemble!" came the recorded voice of Natasha over the intercom.

"What's happening?" inquired Jake to Thor and Clint, as they were on watch together. They usually played cards but had been teaching Jake how to play RISK this morning.

"Black Widow has been taken by an unknown group, Jake," Clint stated after listening to his earpiece for a moment. "We need to go but we'll be back as soon as we can. You stay here and watch over the others."

"The hottie redhead is in trouble? Not on my watch!" growled Jake as swept past his friends.

"Huh?" Thor asked, as he reached for Mjolnir and found his hammer missing. He gaped in astonishment as he saw Mjolnir in the hands of the rapidly departing Jake. "How can one not of Asgard wield my hammer?" He sent a thought towards Asgard, 'Have you deemed this one worthy, then, Father? Is this creation to be glorious?'

Five months later…

"Jake, we need to talk, now," Tony said, looking around nervously as he stepped into Jake's room.

"What's wrong, Father? You're acting weirder than usual," Jake replied. He turned from the screen and looked Tony over.

"You have to run away from here, Jake. Pym and Fury are pushing for you to be used as a weapon, going as far as discussing the possibilities with the President. They want to weaponize you and make more of you. I can't let that happen, you are far too unique for that. I have a place for you to hide set up and your stuff is packed and ready to go." Stark was watching the courtyard, worried that he may be stopped from saving Jake.

"What? Why? I thought they were finally beginning to understand. When did you learn this?" Jake asked, angrily. He had been so careful around those two. Fury had been away a lot recently and Pym was usually in his personal lab.

"A couple of hours ago, from an overheard conversation. Jake, go! The person you are going to is not on Fury's grid. She'll keep you safe until I can fix this mess," Stark rapped out. He saw a couple of Fury's guards on the far side of the courtyard and began to fidget.

"As you wish, Father. I guess you will tell my friends goodbye for me, then?" Jake asked mournfully. He had worked so hard to prove himself as one of the Avengers. It had been over a year since his arrival at the headquarters and he had made many friends.

"I will. Now, go!" Tony wanted to weep. He watched Jake escape the compound and promised himself that he would make this right. He didn't care how much it would cost or how long it would take, this would be fixed.

The apartment building was very tall and he rode the elevator to the top, feeling lost and very alone. He rang the bell and waited, not knowing what to expect. The door was opened by a beautiful, young woman, making Jake wonder just who Tony had sent him to and how Tony knew this one.

"Hi, you must be Jake. I'm Gwen Stacy. Tony said you would be here shortly but you got here in record time, friend." She smiled and Jake knew that she was not like the small faction at S.H.E.I.L.D. who thought of him as a thing, a tool, a weapon to be mass produced and used.

"Hello, Gwen. It's nice to meet you," he replied with relief. He was determined to do as Tony had asked, knowing that he could be in for a long wait.

"Let's get you settled and then we can get to know one another," she suggested, as if he were just another human being. This made Jake hope that he would be accepted by more people. That maybe he could blend in with the humans.

"Alright," he agreed, thankful to this small female.

The days with Gwen passed slowly, but pleasurably for a while. Jake wondered what was happening with Tony and his friends, but Gwen would only let him watch the news. He was not allowed to contact anyone, not until Tony said it was safe.

There were many news stories about different heroes and villains, singly and in groups, as well as various vigilantes. Jake began to realize that this world was full of mutants and meta-humans. 'What would they classify me as?' Jake wondered. 'Would they fear me? What would I be to the humans? What would I be to the mutants and meta-humans?'

He wandered the city at night when there was a smaller chance of him being spotted, looking for answers and seeking places to acquire new information for his curiosity could not be sated. He was saddened by all the grief he saw in the homeless and the dispossessed. He began to brood, 'what could I do for these people? Is there a way for me to be a hero for them if not for every human?'

During one of his late night strolls, he saw a gang of thugs attacking a young woman. Aggravated by the senseless crime, he intervened without hesitation. He locked the thugs in a nearby dumpster after knocking them all out and picked the injured woman up gingerly. He walked briskly, covering the ten blocks to the hospital in just a few minutes. Leaving the woman in the care of the doctors there, he returned to the alley where he had left those boys.

"Hey, pal, what ya doin'?" came a voice from a couple of floors up.

Jake looked up quickly. The Spider-Man was perched on the wall, looking down at the alley. The voice registered as Peter Parker's, and Jake backed up to look at Spider-Man more fully, seeing a small, slim male form under the costume. "I have come to take these boys to the authorities. They hurt a young woman for no reason and I was more worried about her than them. Is that wrong of me?"

"Nah, I like the way you handled it. Not often do I get to see a regular guy deal with these guys, and so efficiently," Spider-man answered, laughing at the thugs. "Tell ya' what, I'll take them in for you."

"Spider-Man, do you not know me?"

"Should I?"

"Jake Ceries, formerly of the Avengers," he said, hoping that Peter wouldn't turn him in.

"Oh! Jake, you shouldn't be out here! Fury is actively hunting the city for you, buddy," Peter said as he sprung down to the alley floor. "This is a bad time to be you, Jake. Fury has declared you dangerous."

"What? But I have harmed no one!"

"I know, but Fury obviously is pissed that you got out before he could use you for whatever," Peter said, laying his hand on Jake's arm. "You need to be careful, Jake. I won't rat you out but there are some who would."

"Thanks, Spidey. I will return to the safe place at once, then." Jake turned and moved quickly down the street. He disappeared around the corner and Peter sighed in relief. He gathered up the thugs and left them for the next patrol to find. As he left the area, he wished that he could've been more help to Jake.

A couple of weeks later…

"I'm sorry, Gwen. I can't stay here any longer! It's been six months since Tony sent me away. I see all this pain and suffering in the streets. If I can't go home, I can help these people, in my own way. Please, say you understand," he begged. Had he had tear ducts, he would have cried for the pain he was causing his friend. He was tired of being stuck but he didn't like hurting Gwen this way.

Tears fell down her cheeks, but she looked him in the eyes, "I do understand, Jake, but I'm afraid that Fury will find you if you go. Please, reconsider!"

"I have thought this through from every angle. It's what I must do, Gwen. I will let you know that I'm okay from time to time." He shouldered his bag and walked out the door before her tears made him give into her. He had an idea of where he could go and how he could help, but Gwen mustn't know or she would be in danger.

His wanderings through the city had showed him where he could go, where he could disappear almost completely. The tunnels, abandoned subway tunnels and the old sewer system, beneath the city had plenty of places for him to make into shelter, places for the weak, the homeless, and the lost. He had explored some of the tunnels already, quietly preparing for the time when he would have to move on and free Gwen to resume her life.

He entered through an abandoned subway station, watching for the denizens and for those who meant harm to anyone. He had food, medical supplies, and his knowledge to begin to help these people. He would get more as was needed, but he was worried. The question was, 'will they let me help?'

End of chapter.