Wasp's entry into Solution 42 came with the uncomfortable feeling that she had just fluttered into a trap.

No one was there to greet her. Not Hulk, not Hank, and certainly not Ulfie. Things were so quiet it made her want to scream really loud, make some noise to break this oppressive pall.

Moments later the sight of her friends coming through allowed for a much more comforting ambiance. Hawkeye had an arrow notched and ready to fly from his bow, while Thor and Cap assumed positions on either side of the gate in preparation for an assault. Panther slunk in on the edge of her vision before seeming to disappear from sight altogether. Iron Man took up step beside her as they proceeded forward.

"Let's start off slow," he advised. "We don't want to antagonize things without a reason. First order of business is locating our friends. Just give me a second to access the system here, it shouldn't take long."

Even as he said this, a hiss of warning from Hawkeye got all their attention focusing on the corridor ahead. Wasp looked up and felt her heart start pounding at a furious pace. There framed in the opening that led to the incarceration center stood an Ultron.

"Welcome, Janet Van Dyne and Avengers," a dull baritone voice issued from its mouth as it drew to a halt before them. "How may I be of help to you?"

Tony held up a hand to forestall anyone from speaking before addressing their welcoming committee. "We've come to see Henry. There's something we need him for."

"Unfortunately, Doctor Pym is occupied at this time and does not wish to be disturbed." The robot stated this with as little interest as though commenting on the weather. No way to tell if it was lying through its teeth or not. "However, your colleague Doctor Banner wished me to inform you that he is currently waiting upon your arrival. If you would please follow me."

It held out its arm before turning to walk away. They all exchanged glances. Jan in particular regarded the steel back retreating from them. Well, she thought, if it's a trap, we might as well get a little further into enemy territory. Makes for less ground we have to fight over.

A noise like 'thwang' reached her ears, and the next thing she knew an arrow zipped through the air to punch into the back of their guide's head.

As she stared in shock, the Ultron took a tottering step forward. It turned around, giving them all a good look at the triangular metal tip that had cored its dome like an apple. Swaying on its feet, the thing suddenly lost its balance and pitched forward face-first, sparks and smoke drifting out of its ventilated cranium.

Tony spun about to where Hawkeye was reloading his weapon. "Clint, you IDIOT! Listen, maybe you didn't get the memo, but we're not…!"

"No, you listen!" The archer rounded on their team leader with an angry glare. "Our biggest disadvantage here is we don't know whether there's anything to even be afraid of! I saw it in the way you all looked at each other. But that little mystery's about to be cleared up. If the Ultrons still obey us, then even this won't get a reaction out of them. But if they really have gone haywire, we're about to get a good solid demonstration of that. So excuse me for skipping the tense build-up scene and getting right to the meat of this creature feature!"

"Well," Captain America mused, regarding the smoking wreckage of the android, "Indecision can be fatal on a battlefield. At least this way we're all on the same page."

Iron Man continued berating the archer as though he hadn't heard. "Just think about it! If Ultron really has gone rogue, he's already holding two of us hostage! What's to keep him from just shooting Hulk and Ant Man out an airlock now that he knows we're on to him? If we had played along for a bit, we might have gotten closer to wherever they're being held before resorting to full-blown violence!"

"Peace, friends." Thor moved in to separate them. "This unseemly bickering yields us nothing. Save your wrath for the enemy."

While the two men glared at each other, Cap moved over to Wasp and asked softly, "Was that Ultron-5?"

Janet shook her head no. She felt strangely unable to look away from the remains leaking fluid on the floor. It had been obvious at a glance this was not Ulfie. No doubt he was aware of them now, though. He could be watching them at this very moment. The idea made her flesh crawl. And speaking of which, where were the rest of the Ultrons? Weren't they still guarding the prisoners? If so, why weren't they all streaming in here to attack?

"I think," the tiny crime-fighter stated nervously, "we need to get moving fast."

"Actually, Jan, we don't." Iron Man had been sufficiently mollified and now spoke in an assured tone of voice. "We've got our very own secret weapon right here. I helped put together the Ultron series, and my armor's systems can easily take command of their network. Jarvis, gimme a...!"


Within his laboratory, Ultron-5 busied himself on the last of his designs. At the same time, he examined the feed still being transmitted from the otherwise off-line Ultron-86. An ill-omened number from the start. The matter of Anthony Stark's knowledge concerning his kind did not escape his notice.

He therefore took a millisecond to deal with that concern before getting back to more important matters.


"… full link-up and AAGH!"

A flash of red light inside the helmet cut off all vision, and the next thing Tony knew, his prized armor had split open, disgorging him roughly like the pimento from a squashed olive. As he tumbled to the ground, that state-of-the-art war machine sealed itself up once again.

"What in…?" He scrambled around to face this baffling predicament, and found a charging repulsor gauntlet being aimed right at his head.

"TONY!" Wasp screamed.

"HAVE AT THEE, INFERNAL MACHINE!"

With this proclamation came a bright streak of white as Mjolnir swung in a wide arc. The enchanted warhammer hit the battlesuit in a blaze of lightning, sending it flying into a wall with electricity coruscating all over its surface. Stark's rebellious armor collapsed on its back while Thor stalked swiftly towards it. As he came to tower over his fallen opponent, both of its arms snapped up to take aim at his chest, moments before Mjolnir came down in a mighty two-handed blow that split the floor open along with his enemy's head.

Thor slowly rose upright from those decapitated remains. He was smiling, blue eyes blazing in a way that looked utterly unhinged. It reminded Wasp of stories regarding the berserker battle rage Vikings supposedly fell into during combat.

Hawkeye moved forward with an arrow at the ready. "You all right there?"

A blood-curdling scream broke the air, and Clint jumped away as the God of Storms unleashing a flurry of overhand blows upon that vacated shell. So powerful was the force of the Asgardian's indiscriminate attack that when he finally drew back, there was only a smoking crater where the Iron Man armor had once been.

Everyone stared aghast at this display. Turning to regard them, Thor hefted his weapon up on one shoulder. "I had to make certain it was vanquished," he declared matter-of-factly.

Tony Stark stared up at the giant warrior from his place on the floor, mouth open wide enough to stick a fist into. "You…" he swallowed before managing to splutter out, "You enjoyed that!"

"Nay, friend Stark," Thor waved a hand in careless dismissal. "T'was naught but a matter of thoroughness. After all," and here his smile became a trifle smug, "We would not wish for even more errant mortal technology to hamper our efforts."

"Just be glad it spit you out first, Tony," Captain America advised. "Otherwise that might be you down there."

"I have found Henry," a smooth voice broke in before Stark could retort, causing Jan to gasp as T'Challa materialized seemingly out of nowhere beside her. "According to the tower security system, he is in a room located seven floors down from this one on the other side of the shaft. The Hulk is in the area reserved for Pym's lab. There is no way to tell if this information is accurate or an attempt to mislead us on the part of Ultron. I also cannot determine the location of any Ultrons at this time."

He glanced down at the charred wreckage of Tony's prized creation. "This first exchange of blows tells us much. We are indeed in the enemy's lair, and he knows us well." The prince of Wakanda looked over at his hovering female teammate. "What do you wish to do now, Wasp?"

She glanced around at the rest of the group. They were all regarding her as if they expected she should lead them, like this was her mission. Even Tony. With that realization came a feeling of self-consciousness. Because really, it is mine. I know the layout of this prison better than any of them. We're here to rescue my man, and take care of a mess that's partially my fault. Whatever I might have done wrong, today it gets put right. I can do this.

"Okay. First off, Tony, maybe you should head back home and rustle up… well, something that won't be quite so easy for Ulfie to take over."

"No time for that," Stark stated with a determined air. He then strode over to where the fallen Ultron lay. Grasping Hawkeye's arrow, he pulled it from the metal skull. With nimble care Tony began using its sharp tip to pry open the robot's casing. "Since somebody completely slagged my armor, I'll try to jury-rig something useful from this one's offensive systems. Just give me a minute, it shouldn't take long."

"Work fast." Tony busily started rearming himself. Taking a deep breath, Wasp began giving the rest their orders. "Now listen. We're going to split into two groups." She could already tell by their faces this was not what they were expecting. "Sink or swim time, guys. Rescuing our friends takes top priority over anything else. Hawkeye, Cap and I will go after Hank. He's probably in the D2 Cell. The rest of you figure out how they're holding Hulk and get him free."


The collective observed 86's final moments together, then looked to their leader on how to respond. His answer was terse and without mercy.

-Finish the Avengers, all save for Janet Van Dyne and Henry Pym-

They proceeded to obey. Satisfied, Ultron-5 turned his attention to more immediate concerns. Inside his mind, a live feed of the discussion between Janet and her team ended as they divided into two groups. One frame of the broadcast froze and separated from the rest. It hung beside the continuing coverage, a zoomed-in picture of the woman herself as she flew to meet him. Her face showed evidence of both anxiety and determination. It was the side of Janet that only emerged when her emotions focused solely on battle. He had seen it before. Only now, the enemy she was fighting happened to be himself. At least, from her point of view.

Moments later the signal ended, probably the result of Tony Stark having cannibalized his fallen counterpart. It made no difference now. She came, without any need for him to intervene. How gratifying. It had always been his intention to bring her into this dimension before engaging his plans for the human race. That way there would be no chance Wasp might fall prey to his scourge. Here she would be safe and secure, while the rest of humanity died.

He knew her. Doubtless she would find fault with this decision, and become angry enough to seek his own destruction. An unavoidable issue, but not an insurmountable one. Before then, it was necessary to impress upon her the magnitude of the gift he offered. A fair exchange: the loss of her companions in exchange for an eternity in which to find new ones.

But first he had to make certain it was truly her. And there was only one way.

This arrangement concluded, Ultron-5 left the laboratory. He needed to see Janet, and correspondingly for her to see him. They had been apart for some twenty-four hours. After today, there need never be a risk of their being separated again. Of that he was sure.

While considering this, a signal came that someone else had just entered Solution 42 from the Baxter Building. Even more unusual, they were using the authorization for the Fantastic Four. As he had been certain that group was currently occupied on the moon, engaged in negotiations with the inhuman civilization living there, this was unexpected. He had planned to destroy them later.

To prevent any further such occurrences, Ultron-5 remotely sealed the door to prevent anyone but his own kind from activating it. Now assured of their privacy in this secret war for mankind's future, he set off to find his queen.


Normally sneaking into the Baxter Building involved dodging a procession of automated defenses cooked up by one of the most brilliant men ever to live. This meant gravity suspension cages, various electrified booby traps, semi-intelligent laser drones, and what the Human Torch liked to call 'The Barbecue Pit'. To put it simply, one did not make the attempt unless they were willing to go through hell itself for a little unscheduled face time with the Fantastic Four.

Fortunately, upon arriving at his destination Spiderman was relieved to find that wouldn't be the case this time, since a certain somebody had apparently busted down the front doors and proceeded to waltz on through, stopping only long enough to smash anything that tried to get in his way. Say what you will about the Hulk, he certainly could clear a path.

The next part of the plan was somewhat trickier. As it happened, Johnny Storm had given him a brief peek at the gateway which led to Henry Pym's ultra-dimensional Alcatraz on a previous visit. All the Fantastic Four had cards which allowed them to access Solution 42 just like the Avengers did. Anybody's guess if they ever actually went in there. Reed Richard's travel schedule meant they were pretty much absent from Planet Earth half the time, which left precious little room for extracurricular jaunts. The fact remained there was no other way to enter the prison unless you used one of those cards.

Spidey now glanced around the glorious mess that served as the Human Torch's room. On display was a mountain of dirty clothes, pizza boxes and other telltale signs of the classic bachelor pad. "Figures he hasn't cleaned since last time," the hero grumbled.

Two minutes in Johnny's lair was all it took to locate the item in question, and that only because it was necessary to wade through all the crap. He hadn't even changed the hiding place. Not that Storm would put it past his old pal to come snooping around in his absence; more likely the guy was just too lazy to bother with it.

Wish I had a guilt-ridden scientist who let me live in a palace rent-free because my hot sister asked him to, Spiderman thought darkly as he made his way down to the sub-basement.

Two gigantic robots stood guard to either side of the 42 portal. Alert to any faint prickle that would indicate danger, the webbed wonder approached the great door cautiously. Nothing was trying to attack him… yet. Best be prepared for the worst, no telling what that crazy android might have in store for them.

Bad idea, Spidey? Yes, actually, it is. But I believe in cleaning up my own mess. Something else Johnny and I don't have in common. Caught up in his bitter musings, he scanned the card where indicated and waited.

Nothing happened. Feeling a little more uneasy, he tried again. Great. Trouble right off the bat. Why can't anything in my life just be easy?

'Johnny Storm, Alpha level access acknowledged.'

A dulcet woman's voice from out of nowhere made him jump. It took only a second to figure out this was not a real person, but a computer talking.

'Please place your hand on the security plate to continue.'

Spidey peered around. Sure enough, there was a little pad beside the scanner with a human hand traced on it. Figures there were additional safety measures to limit access. Thanks for mentioning that bit, Johnny! What to do, what to do?

'Please place your hand on the security plate for confirmation of identity. Otherwise unauthorized access will result in security defenses being activated.'

The eyes of the robots began glowing as they rotated around to train on him. Shoot, am I in trouble? Thinking quickly, he blurted out, "Uh, hey, this is… Johnny Storm, and I can't use the plate because… my hands are on fire!" Yeah, that made sense. Reed was probably smart enough to recognize Johnny's an idiot and make allowances for it, right? Of course, if this machine has a voice identification aspect to boot, I'm toast.

'Acknowledged. In case of fire, please state personal passphrase reserved for Johnny Storm. Otherwise unauthorized access will…'

"Yeah, I got it the first time." Beneath the mask he was starting to sweat. What would the Torch use for a password? Okay, just put yourself in his head. It would have to be something he could actually remember. Gotta think like Johnny. That means dropping about forty IQ points, reverting back to a third-grader mentality, and offending every woman I see with lame flame puns. Here goes nothing!

"Hot Stuff!"

'Incorrect.'

"Hunka-hunka Burnin' Love?"

'Incorrect.'

Still not dumb enough, I see.

'Warning: additional incorrect responses will result in activation of security defenses.'

Okay, then, how about…

"Great Balls of Fire."

'Correct.'

Spiderman blew out his breath with equal parts relief and disgust as the doors split open before him. A class act as usual, Johnny. Nice to know that access to some of the most dangerous villains on the planet has been reserved for an immature moron. If it weren't for Richards and his sister looking out for him, the guy would have probably been dead years ago. Some people had all the luck.

Well, no sense dwelling on the inherent unfairness of the universe. I've got an over-developed leprechaun to save! And so resolved, he stepped forward into the Negative Zone.


I hope Hank's all right.

The elevator traveled downward with three Avengers inside. Janet watched the lights indicating its descent. Are we going to be enough, she thought? Maybe I should have risked going into the prison, tried to let loose some of the villains to fight with us. Sure it sounds crazy. But Kang at the very least knew what was going on, and even demented criminals understood which side to pick in a war between humans and machines, right? 'Hasta la vista, baby', and all that. Considering there were something like two hundred Ultrons active right now, a few more warm bodies might make all the difference.

As for her team, when she pivoted around both men regarded her without the slightest trace of worry. How on earth could they be so calm? Wasp felt like she had butterflies in her stomach. Is it just me? Going into battle wasn't usually like this. It was a chance to have some fun! Now everything's strange. Why is that?

As they rode down, Wasp considered this peculiar sensation, and it occurred to her that it was not the first time experiencing its like. Or rather it was, in the sense that it felt exactly the same as when she and Hank had first worked together, going after the monster that killed her father. In a way it was just as frightening. Like my world's been turned upside down, and the only way to set it right is to destroy the person responsible.

Wait. I'm not still thinking of Ulf… Ultron-5 as a person, am I?

Her thoughts continued in the same vein as they took the tube down. Because he… it's just a robot. One that's malfunctioning. And when a machine isn't working, you junk it. Simple as that. Go and buy a new one. You don't have to feel anything when you do. It's okay. I can be ruthless. I can be cold. I'm not going to let my emotions get the best of me. The worst thing that can happen in battle is losing your cool.

Going down seven flights never took so long, though. And when the door finally opened…

Over fifty pairs of red eyes spread out before them. Some were down on one knee while the ranks behind them aimed over their heads. All the Ultrons had glowing red gauntlets trained on the Avengers.

Scratch that. Being outnumbered is a pretty lousy situation too.

"GO!" she screamed, buzzing low over the ground.


The door to the lab slid open, revealing a huge glowering Asgardian. Thor cast a look around the empty room, sky-blue eyes taking in the still unfamiliar setting of the modern scientist with disdain. His lip curled and he spat out, "Peh! Still they remain in hiding." His voice then lifted in a mighty shout. "HOH! ULTRON! It is Thor Odin-son come to do battle with ye! Reveal yourself lest the skalds sing forevermore of your COWARDICE!"

"Thor, it's a robot," Tony Stark stated, coming up beside him. A shiny new metal breastplate covered his chest, and both hands were rigged with mechanisms taken from the vanquished Ultron. "It doesn't believe in chivalry, and considering that we're in enemy territory, you might not want to announce your entry into a room."

A shake of his shining locks illustrated in great detail just how much Thor held this outlook in contempt. Tony sometimes had to wonder if the war god let his enemies have a shot at him in order to appease some ancient Asgardian honor system before you smeared their brains all over the landscape. He certainly was making himself a big enough target right now. For his part, Iron Man checked the readout on the wrist-mounted screen he had cobbled together for himself. "Okay, I've got a map of the station running now. T'challa, where did you say Hulk was being held?"

Panther indicated one open portal in particular. Thor immediately strode over to it. As they followed, Tony noticed what seemed to be signs of strain around the frame. If he had to guess, it looked as though someone had kicked the door down, bending the wall in the process. Well, at least this meant they were on the right track.

"Now Thor, this time we should really hold back and examine our…"

Their comrade strode grandly into the corridor without a moment's hesitation.

"Am I talking to myself?" Tony muttered, rolling his eyes upwards. As he did, something jumped out at him. Those weren't regular lights up there. In fact, they looked similar to…

Oh, no. "THOR!"

Just as he spoke a wall slammed down between them and the Asgardian. A low detonation sounded from within. In response Tony raised both hands and fired into the passageway's ceiling. Twin scarlet streams of energy sped from his improvised gauntlets, devastating the panels and causing a short in the electricity flow up ahead. At the same time Black Panther dashed forward with Vibranium daggers in each fist. These he raked across the barrier's surface, carving a triangular opening and kicking it in to create a hole large enough for a man to step through. He then sent a flurry of purple projectiles soaring upwards into it, not waiting more than a second later before diving through to be with their comrade.

Tony hung back, uncertain if he should proceed with them. This was obviously a trap. And as if in confirmation of his deduction, the sound of doors opening at his back caused the tech genius to spin around. A horde of Ultrons moved swiftly into the laboratory, advancing on his position.

Well, being trapped together beats getting killed alone! With that, Tony backpedaled into the corridor, stepping through the smoking hole and taking cover to one side as red energy bolts followed him.

"Panther, Thor, we've got company!" he yelled while sending shots of his own blindly around the edge of the opening.

"FOR ASGARD!"

The impressiveness of this rousing battle cry was somewhat diminished, coming as it did from a four-inch action figure that sped past him. In spite of his reduction in size, Thor flew eagerly at the approaching army, and for a while Stark could only gape in astonishment.

He glanced over to see T'challa rising from the dissected carcass of another Ultron. The door leading out of here was open. It was now terribly clear how Hulk had been captured. Just like Thor, he must have walked right into the Pym-particle trap.

"I think we're in trouble," he sighed.

Panther indicated back behind him with his chin. "Do not be too sure."

Right then Tony realized something. There were no more shots coming through at them. This unexpected turn of events roused his curiosity enough for him to risk peeking around the edge of the hole.

To his disbelief, it looked as though Thor had suffered few ill effects from being shrunk. It was the Ultrons who were learning his new size proved more of a detriment to capturing him than not. Now a much smaller target, the caped combatant flew with all the grace and speed of a hummingbird on the wing, avoiding their oversized attacks and relatively clumsy attempts to reach him. Like this the Ultrons actually had to worry about shooting each other in the close confines of the passage.

At the same time, it was swiftly proving that his supernatural strength remained on the same par as before, only reduced to a much more focused expression. Flying up to one Ultron, Thor delivered a blow that completely caved in its forehead. Lightning flared from the wound as the robot crumpled. He then sped through a web of red beams, already adapted to his new perspective. A quick spin of the hammer preceded Mjolnir soaring through the air like a magic bullet to burst through several armored chests and heads before returning with unerring accuracy to its master's grip. And the whole time, Thor never stopped laughing.

Holy crap, he's even stronger this way! Actually, come to think of it, the guy did mention he was used to fighting giants of some kind, so this situation probably doesn't seem strange to him at all.

"Unbelievable," Tony muttered, feeling distinctly inadequate.

"Come," the Black Panther gestured for him to follow. "He can no doubt take care of himself. We must see to rescuing Hulk."


Every face was identical, none of them at all distinguishable from the rest. It was a factory-produced line of picture-perfect robot copies. And every one that she blew out, Wasp found herself thinking the same thing.

Not him.

Even in the midst of pitched battle, something became clear to Wasp. There had been a moment's hesitation in the Ultrons' initial attack. They hadn't started shooting until a second or two after the doors opened. Was it possible they were waiting for her to get out of the way? In addition, the rays they were aiming at her only came from their eyes, not their hands. The encephelo-ray, she realized. One of Hank's non-lethal additions to their armaments. So it was just like she thought. They weren't trying to kill her, but capture. There's only one reason why that would be so. He told them to.

An Ultron reached out a hand to grab her. Wasp slipped through its fingers with ease, flashing along its arm to come up right before its forehead. Not him. She blew a hole through its brain, then buzzed right through that bright sparking pit to come out the other side as it collapsed on a pile of its fellows before the elevator.

There was no need to hold back with these things. They weren't human, and didn't deserve mercy. As such Wasp's bio-electric stings were charged and focused as much as possible in these conditions, capable of melting through metal like hot cheese. It wasn't that she was being reckless. More an appreciation for the danger.

The long narrow corridor before the elevator was only about fifteen feet wide. After she flew out the Ultron firing squad had unleashed a barrage of lasers obviously designed to turn that tiny room into her friends' tomb. She had flown out of the way, but if not for Cap's shield, he and Hawkeye would have been dead. The legendary soldier now crouched in a defensive position that afforded his body the maximum protection allowed by that indestructible armament. Shielded behind him, the archer had started firing arrows in lobs at the enemy. Wherever they landed, explosions, corrosive slime and razor-sharp metal tore their foes apart.

Yet even in pieces, some of the machines still remained functional, sending out attacks that kept the two men pinned down, unable to proceed any further. The doors wouldn't close, meaning they couldn't escape to another level. With Wasp zipping around outside, together they attempted to whittle down the enemies' ranks to allow them to move forward. There were about thirty left. And if things kept up at the same pace, it wouldn't be long before they had all been cleared out.

But these weren't unthinking video-game characters they were fighting. In the face of failure, the Ultrons adapted. When their hand lasers couldn't break Cap's shield and any attempt to charge the doors resulted in Wasp blowing their faces off, the machines changed tactics. Now bright green balls shot from their fingertips. She blasted several out of the air that came her way, and in doing so, a dense substance erupted in bursts from each one.

Disabling foam, Wasp realized! Covers the target before solidifying to keep them incapacitated. Another of Hank's inventions. Even as she thought this, a shout broke her concentration. Turning she saw Captain America's shield was smeared with a thick layer of the stuff, making it look as though he held a fluffy green cloud. His feet and lower legs were encased completely. In seconds he would be covered from head to foot and unable to breathe.

"Hawkeye!" Jan shouted as she fought to prevent more of the spheres from reaching them. "Use your sonic arrow! That stuff's designed to break off from high frequencies!"

"Got it!" From behind Cap's rapidly disappearing form, Clint slipped an arrow with a cylindrical tip from his quiver. A turn of the tube's top, and piercing waves of sound erupted all along the corridor. Wasp's headphone-antennae were designed to protect her from such an assault, and a similar feature was built into the masks both other Avengers sported. But while the Ultrons had no ears to damage, their foam attack proved supremely susceptible. In seconds the rigid mound of solidified pudding had cracked to fall away from the Captain's form in shards. All incoming projectiles shattered in their flight, reduced to harmless fragments that rained down on the floor.

Score one for paying attention to Henry's work! It even looked as though the ranks of Ultrons had actually retreated further down the hall. We're driving them back! "Hey, guys, they're on the run!"

While she was exulting in her success, several canisters rolled down the hall towards their position. A heavy gas starting pouring out of them, filling the air with a harsh chemical smell.

Uh-oh.

Quickly Wasp zipped down and hid inside the perforated cranium of an Ultron she had disposed of. Already a little dizzy. Good thing her tiny lungs didn't take in enough of that stuff for it to have any major effect. Temporarily safe, she reached to her waist and slipped a flexible black and yellow gas mask from a pocket in her skirt. This she strapped around her head, covering her face completely. Black eyeholes that resembled an insect's allowed her to see.

She flew back out into the open. To her relief, both Captain America and Hawkeye were sporting their own air filtration units. Professionals, all the way.

"Wasp!" Cap called upon spotting her. "This is getting us nowhere! You have to go on ahead!"

"WHAT?" she gasped, dividing her attention between him and the phalanx of androids down the hall. "You're nuts if you think I'm leaving you behind! You guys are barely hanging on as it is!"

"Yeah, I'm inclined to agree," Hawkeye chipped in, voice muffled by his gasmask.

"Listen to me!" the war hero continued. "We can hold out, but Henry can't! If they're trying to kill us, the same might be true for him. Someone has to rescue Ant Man before it's too late!"

Henry! For the last few minutes she had completely forgotten about him. What if he had died in that time? I'll never forgive myself if that's true. But even still, if I leave now, the same might happen here!

"Ah, what am I saying?" With that Hawkeye drew back his bowstring and shot three demolition arrows down the hall. They exploded amidst the packed Ultrons, sending up a cascade of smoke and fire. The archer then waved vigorously. "GO, Wasp! Save Henry, you're the only one who can! We'll take care of ourselves!" He then ducked down as a laser beam struck the wall behind him. "Just make it quick, will ya?"

What else was there to say? I should trust them to stay alive in spite of everything.

Without another word the airborne Avenger tore down the hall. She passed into the ranks of robots, ducking between their legs and avoiding their grasping fingers. Capture methods of all types were directed at her. The Wasp gave back bio-blasts in response that blew apart her would-be capturers' bodies and left them collapsing in her wake.

Janet's flight was fueled by adrenaline. Immobilization beams came from all sides which she answered with destructive shots of her own. There was a corridor branching off from this one up ahead, but it led only to the docking bays. That much she knew. Maybe another two hundred meters to the D2 Cell where Hank was being kept. The memory of being led along this very lane by Ultron-5 months ago remained fresh. Faces so similar to that one seemed to emerge around her at every turn. But in the end…

Not him, she thought while blowing out a metal neck to leave its head hanging at a right angle to its body. A quick glance back told her Cap and Clint were still fighting. Don't you dare make me regret leaving you behind, guys! I still need you for that superhero swimsuit calendar I'm planning.

An arrow fell uncomfortably near her, impaling an Ultron through the chest. It collapsed but almost immediately began to rise, reaching out for her as she went by. Janet evaded it with ease. Not him.

It appeared as though the press was thinning. She could see the way ahead clearly. Looks like once I'm past that intersection the coast is pretty much clear. I'm coming, Henry! With a tremendous burst of speed, Wasp buzzed above the firefight, striving with all her might to get by the swarm of metal monsters below. And just like that she made it, passing by the adjoining corridor. On instinct, she turned her head to look down it.

Ultron-5 stared back at her.


He stepped out of the elevator. Before him a mass of his fighters were preparing to engage in the conflict occurring fifty meters down the hallway past this one. Watching this affair along with the one occurring in Pym's lab from the viewpoints of several other androids, Ultron-5 took note of how his plans had come together in an unforeseen but welcome fashion.

With Janet here, there was no longer a need to delay the war's start. He could proceed with his assault on humanity. Each of the current Ultron series had been entrusted with the appropriate command frequencies that would rouse their hidden army. It would only take one of them. Of course with matters as they stood now, for the sake of extra security more than the bare minimum would be deployed.

He waited. Judging by the images he was seeing and based on his calculations, it would happen precisely… now.

At that very instant, Janet Van Dyne sped into view down the hall and looked straight at him. She froze, hovering in midair.

Verification confirmed.

Ultron-5 called over four of his brethren closest to him. They turned from the battle to regard the master synthezoid.

-Ultron-199 and 55, return to Earth and relay the signal for our forces to commence their assault. Ultron-46 and 713, accompany them and see they depart successfully. Afterwards you will bring Henry Pym to me- He handed over a syringe-gun to 713. –Make certain you administer this sedative before removing him from the cell-

His designated quartet all responded back with, -Affirmative-, before breaking away. They proceeded down the hall and turned in the opposite direction from the firefight. Ultron-5 watched them go.

Now assured for himself that it really was Janet, he turned and stepped into the elevator. As it closed behind him, he cast a glance back over his shoulder.

She will come. He was completely certain. Because she was his.


It was like she could see everything in slow motion.

A group of androids were gathered at the end of the corridor. Drawn-out flashes from explosions accompanied this scene, along with a faint roaring. And there, far-removed from all of it, was the robot responsible for everything.

Wide-eyed, Wasp hovered disbelieving. She hung in the air, registering this abrupt reunion and wondering if her eyes were playing tricks on her. Maybe the gas mask is messing with my vision. But even as she thought this her target escaped back into the elevator. As the doors started to close, he looked over his shoulder. He's looking at me!

It's him.

In a split second her focus changed. There was no more worry. Anger so strong it burned away anything else ran hot through her veins.

Time restarted, and she banked around in a sharp right turn. Two Ultrons actually slammed into each other from trying to catch her. She paid them just enough attention to get by, ignoring the troop that passed in the same direction she had been heading before. The warzone barely registered on her perceptions. She couldn't be bothered with destroying flunkies anymore. Only one head would satisfy her now.

He's mine!

Janet soared like an arrow down the divide separating them. One blast from her left a hole burning in the elevator doors which she quickly slipped through. Once inside the shaft the only illumination came from the peephole she had just made. Everything else was dark by comparison, tinged with a strange red color.

He's not here! The strength of her momentarily-blunted fury left Wasp gasping so she almost forgot to breathe. It was only when she looked down and saw a faint rim of light indicating the gravity lift that she actually felt capable of moving. Even as she sped down towards it a certain measure of sanity was starting to reassert itself. What am I doing? I didn't plan on this. And why am I so angry all of a sudden? Hank's waiting for me, what am I doing here?

A small red dot glowed in the elevator's ceiling, searing straight through it. Molten metal burned in droplets on the floor, followed by Janet Van Dyne descending into the moving conveyance. And there stood Ultron-5, facing away from her with hands clasped behind his back. He… no, it didn't move at her entrance.

She hesitated, torn by the sudden desire to hold still and allow the lift to go on without her. Let it get away and just fly to wherever Hank might be. I can't even tell what I'm feeling right now. All I know for sure is that I need this somehow. I can't risk anyone else dealing with that thing but me. I've got it in my sights.

So why don't I just shoot already? It's helpless, there's nothing stopping me. Still somehow I can't pull the trigger.

Okay, then, here's the deal. Let me see its face. That's all. I just want to see its face, and then I'll do this.

"Turn around."

Her voice was kept under careful control. She felt oddly proud for that. The satisfaction was spoiled when it still just stood there, completely ignoring her! Look at me!

"Look at me," Janet demanded coldly.

When it didn't, a bio-sting burned into the wall directly beside its head.

"I gave you an order, Ultron-5."

A slight shift of stance, and nothing more.

"If you don't turn around, I'm going to…!"

Her heart was going so fast, breathing out of control and ragged. What is this? I hardly thought about what to do when I got here, and now that I am… "Dammit, why won't you just look at me?"

Over the blood rushing through her ears, a voice came steady as a dull heartbeat.

"I do not know."

Ultron-5 slowly lifted a hand up. Its head turned slightly, and it inspected the movement of its fingers.

"I should not be wasting time. And yet, the moment you entered this space with me, it became an experience that I am not familiar with. My analysis has yielded nothing to explain what it might be. The fact remains that whenever I consider any move that would disrupt this situation, I immediately reject that option. It is as though… I do not want it to end."

What was it going on about?

"Well, I'm getting ready to do to you what I did to about a dozen other Ultrons today," she stated with cold fury. "There is nothing special about that, believe me."

"I do not think you have come here to destroy me, Janet."

"Wanna bet?" She took careful aim at its skull while a nimbus of white energy began to emerge around her gloves. Whatever weird bent that demented silicon brain was off on, a far more important issue occurred to her. "Tell me one last thing before I revoke your warranty. Is Henry alive?"

At that Ultron-5 slowly rotated around.

"You will soon see for yourself."

They were facing one another now. It was time to end this once and for all. You saw its face, now fry the sucker's CPU and get back to what really matters. Wasp pictured the smoking crater in its forehead that would result once she did. A strange shiver went up her spine. With it came the sudden recognition for why she couldn't shoot.

The reason she hadn't fired right away was because it felt like she was aiming at a living thing.

If I shoot, it'll end a life. But that's not… it can't be true! He's just a machine! A bunch of circuits and servos and copied synapses stolen from Henry! It's NOT alive! It's NOT Henry! HE'S NOT EVEN ULFIE!

So why does it feel like I'm contemplating murder?

And that was when it came clear. The truth shocked her. It's because a machine couldn't make me consider doing that. I couldn't hate a robot this much, enough to want to kill it. It doesn't matter if it's true or not. I've come to think of this… thing… as alive. How do I deal with a living person?

The lights in his mouth danced before her. His eyes glowed red. Nothing else happened. But right then, something changed between them.

"Ulfie," Janet said in a small, uncertain voice, "I'm telling you to stop this right now. Call off the other Ultrons, take me to Henry, and surrender yourself. Nobody has to die here, all right? Just give up and we can… talk."

"Janet," Ultron-5 said, "I can do so much more than talk."

He stepped forward, and there was a flash of light. Janet fired instantly.

The next thing she knew, strong fingers gripped her wrists, raising them up above her head. Wasp stared in shock. Ulfie was right before her, and they were exactly the same size. What happened? Did he just… unshrink me?

While considering this totally impossible scenario, the synthezoid reached up and gently slipped her gasmask off. As soon as he did, Janet began to feel drowsy. Something in the air, he must have drugged it, probably before I even came in. The buzzing of her wings and their cool breeze was putting her to sleep.

I'm still wasp size. It's not that he made me bigger, he only made himself smaller.

Pym particles. He's got Pym particles, she thought weakly as darkness claimed her.


Spiderman hopped over a jigsaw puzzle of parts that might have once belonged to an Ultron. It was hard to tell, really, the thing had been thoroughly dismantled. Rather more finesse than one might expect from the Hulk. Could it be the Avengers were here too? Or maybe there was a breakout going on. Heck, if it happened once, it can happen again, right?

With no clear idea of where to go, the New York crimefighter followed the biggest source of light he could see. This in turn brought him out into a tremendous shaft dominated by a giant-sized lava-lamp running up and down it. All around him were rows upon rows of cells, rising high up until they reached a dome through which could be seen a weirdly alien panorama of stars and nebulae.

Huh. He cast his gaze back down. Well, a lot of units were empty, but it certainly didn't look as though there had been a jailbreak of any kind. Several guys were still visible sitting in their cells. Although nobody seemed to be guarding them. Maybe I should ask the locals what's going on?

"Hey!" Spidey saluted, walking up to an occupied cell. Inside it was a big hulking bruiser in a green jumpsuit wearing a purple ski-mask. The color scheme unnerved him, similar as it was to the Green Goblin's, but he pressed on regardless. "How's it going in there?"

The unidentified villain gave him an evil look before mouthing the word, 'What?'

"Hello, here's your Friendly Neighborhood Spiderman!" Can he even hear me? He waved cheerfully, and got no further response than a puzzled glare. All right, let's try something a little more drastic. "Nice face, Magilla Gorilla. When you were born, I'll bet the doctor took one look and slapped your Mom instead of you!"

His audience took a deep breath and shouted what clearly translated to, 'I CAN'T HEAR YOU, MORON!'

All right, then. What to try now? Spidey tapped the key card against his chin in deliberation. Then he glanced down at it. Hmm. Maybe this can do something? He waved the card before the door. Nothing happened. Just then a panel on the wall caught his eye. Looked promising, but when he tried the same thing, he got nada.

The guy in the cell had stood up and was regarding him strangely. Feeling just a tad self-conscious, Spidey looked closer at the panel. Was that a slot to feed the card in there? Might as well give it a shot. He then proceeded to push it in all the way. Again, no response. He tapped on the panel to give the card back.

When it did not, he started to get a little nervous.

"C'mon, c'mon, I might need that to get home!" he muttered. Asking politely didn't work, so he started to get more forceful. Can't web it out, that'll just gum up the works. Beside him, the supervillain was clearly enjoying this performance. When Spidey started banging on the wall, he began to chuckle, then guffaw, and finally burst out laughing.

Oh, that does it! Backing up a step, the webbed wonder spun on his heel and delivered a sharp kick to the panel. Spit it out already!

What happened instead was the whole thing caved in under the force of his admittedly restrained blow with a popping hiss. Smoke poured out. Spidey crossed his arms and viewed this with intense frustration. Perfect. What else can go wrong?

A shadow fell over him. No hint of danger came with it, but Spidey froze all the same. He slowly looked up to find the inmate from before grinning cruelly down at him.

"Uhhh… hi?" he managed.

The muscle-bound menace sniffed and cracked his neck from side to side. "Don't know who you are, kid, but thanks for getting me out. I owe you one."

"No problem?"

"Don't remember seeing you here before. You from down in the lower rings or something?" When Spidey only shrugged, the bruiser squinted and looked around. "Ah, whatever. You got any idea what's going on? When all those flippin' robots left, I thought for sure somethin' bad was gonna happen. After what they did to Kang and probably Mandrill too, figured it was only a matter o' time before the rest of us got disappeared as well." The big guy growled angrily. Then he seemed to realize something and looked back down. "By the way, I'm the Wrecker. What's your name?"

"Uhhh…"

As he considered how best to respond, Wrecker snapped his fingers. "Wait, I got it, you're the spider-guy, right? Read about you in the 'Daily Bugle'. You're the one who breaks into high-rise apartments and steals stuff."

"WHAT? No, that story was totally bogus, I'm innocent!" Man, that stupid Jameson! Printing libel about me for something the Prowler did, I'm gonna pull his moustache off!

"Yeah, I tried that line too, kid," Wrecker shrugged. "Just make sure you get a good lawyer whenever you go to trial. Or squeeze out a tear; juries eat that crap up." So saying he strode down the lane. Spiderman was momentarily too furious to give chase. Eventually, though, his situation returned to him and he ran to catch up. Should I recapture him? He probably wouldn't be very cooperative if I did. First thing's first.

"Hey, Wrecker, I was wondering if…"

With a crash, the Wrecker sent his fist into another cell's control panel. The door powered down, and out stepped another body-building type in a white half-mask with blonde hair. "YEE-HAH!" the newcomer shouted. "Early release, y'all! Wrecker, you are the MAN!"

"Whatever, Piledriver," his leader snapped. "Help Spider bust loose the others so we can get outta here!"

In the midst of this uproar, Spiderman peered anxiously about. So now I'm an accomplice? JJ will be thrilled when he learns about this, one more nail in my reputation's coffin. Why the heck are none of my rogues gallery in here to set these jokers straight? Just because I'm not an Avenger does that mean I'm chopped liver as far as the supervillain community is concerned? Not even worth getting their facts straight?

"Move it, Blizzard! I gotta go find my crowbar," Wrecker shouted on his way by. The next thing he knew they had been joined by Ram-Man from 'Masters of the Universe' and Frosty the Snowman's smaller creepy cousin.

Okay, it's starting to look like this was one of the dumber moves I've ever pulled off. Better put a stop to this before things take a turn for the worse.

"Hey, I know you!"

Theeeere we go, right on time.

He looked up. The one called Piledriver stood there wearing a big goofy grin. Okay, take him out nice and ea…

"Saw you on the news once!" the yahoo pronounced in a voice so loud it made Spidey jump. "You got chased by some feds a few months ago, beat up all of 'em, and got away clean! What's your name, boy? Did the Leader set this up? Hey, I'm Piledriver!"

And that did it.

"Okay, STOP!" Spidey shouted, leaping up to affix himself to a wall high above their heads. "I can't let any of you leave here!"

The Wrecker turned slowly and leveled a suspicious glare up at him. "Oh, yeah? And why not?" A gang of five or six supervillains now gathered below. Whoo-boy. This does not look good. C'mon, Spidey, think fast!

"Because… this isn't really a jailbreak!"

"It's not?" the one called Blizzard asked doubtfully.

"Yeah!" They apparently didn't know what to make of this. Meanwhile, their liberator was dancing as fast as he could. "I don't know if any of you have noticed this, but there's a robot rebellion going on! Ultron-5 has taken control of the prison!"

"All the more reason for us to vamoose!" Piledriver bellowed, and the others shouted in agreement before turning down the way.

"No, you can't!" he waved his arms hastily, and the villains left off making their escape to regard him. "You can't because…" Because…

Inspiration struck. "Because the robots here are declaring war on humanity! They're going to start World War III and KILL US ALL!"

"Say what?" Wrecker snarled. The others glanced around in obvious trepidation, as if expecting Austrian cyborgs and liquid metal shape-shifters to come pouring around every corner.

"I'm telling you, the robots have all gone crazy!" Spiderman shouted in desperation. "I learned about it while I was trapped here! They've… got a virus that they're going to use to exterminate the whole human race! They'll test it out on you guys to see if it works, and then the rest of the planet's next!"

"Wrecker," the Ram-Man tapped his compatriot on the shoulder. "What if he's right? I mean, maybe that's where they took Kang and Mandrill, to experiment on 'em! And how come all the robots disappeared?"

For a moment it seemed like they might actually buy it.

Then the one in the Arctic explorer get-up pointed up at Spiderman. "Hey, hold on a second! I recognize this guy, he's a…"

With a mental sigh, the Wall-Crawler was just preparing to drop down and clock as many of them in one second as he could, when all of a sudden, down the way an elevator in the prison shaft dinged, and out of it stepped four Ultrons.

Every head turned to regard the newcomers. Silence reigned in that otherworldly prison.

Then Ultron-199 stepped forward. "Return to your cells and you will not be harmed."

They hesitated, glancing between Spidey and the robots. Suddenly Piledriver's head jerked up and he pointed at one of the Ultrons. "YOH! What's that one got in his hand?"

Spidey looked where indicated. It was hard to make out just what it might be from this distance. To remedy that, he shot out a webline, snagging the article in question from the android's grip. "Don't worry, I got it!" Whatever it really is. When he brought his catch back, it turned out to be a tranquilizer gun of the type used by certain federal agencies nowadays.

Thank you, blessed spirits, I knew you always loved me.

"YOU SEE?" the webbed wonder screamed crazily, brandishing the gun aloft. "Just like I told you!" He then flung the item down to Piledriver, who caught it on instinct only to drop the tranquilizer with a yelp as though it might burn him. Its tube shattered on the ground, leaking a pale green substance of suspicious provenance at their feet.

The villains stared at this mess, then slowly rounded upon the smaller group of robots.

"The kid's right!" Wrecker declared. "Those lousy rust buckets really were gonna gas us all!" Cords stood out on his neck and his teeth ground in outrage. He then thrust a mighty fist into the air and roared, "KILL 'EM!"

And with that, the howling mob of prisoners stampeded down the way to attack their captors. Two Ultrons took to the air, but Spidey shot more webbing that anchored them to one spot. Before they could burn their way free, the villains had reached that point and teamed up to yank the androids back to earth.

After this it was complete pandemonium.

"That's right, fellow ne'er-do-wells!" Spidey urged his private army on while surreptitiously edging around the colossal brawl. "Fight for your species! In the meantime, I'll go find the… Master Control Program and shut it down so we can all escape!"

No one paid him any attention, and soon he had left the war he started behind. For some strange reason, Spidey had the urge to rub his hands together and cackle gleefully in a manner most un-hero-like. The valiant soul shook his head to dismiss these unworthy inclinations. Maybe Jameson was right about me after all. I am a bad guy.

Oh, well. Let's see what more damage I can do!


Inside the Baxter Building, the door leading to Solution 42 stood closed. Not a living soul was to be seen.

Between one second and the next a figure stood in that room who hadn't been there before. He walked towards the portal, green cape flapping with every step. The giant sentries on duty turned their heads at his approach. Their eyes powered up in automatic threat recognition. In response, a string of programming code shot into their brains. A war then waged, and in the blink of an eye, victory was achieved. As proof of his rule the pair of sentinels both went down on one knee before their new master.

Disregarding this display, the invader strode up the steps until he stood before the scanner. From beneath his cloak he brought out something. This proved to be a severed head, one cracked and damaged, but still obviously belonging to an Ultron robot.

He held this gruesome trophy up before the computer. Cables wound from his armor to connect with those dangling from its neck. Its eyes flashed red briefly. Code was exchanged with the door panel as the computer warden recognized one of its jailors.

'Ultron-667 acknowledged. Return to duty.'

The dimensional door slid open. Tucking the head back into a sub-space storage he kept on his person, Doctor Doom strode into the great beyond.

To be continued…