Ultron-199 stepped out of the dimensional portal back on Earth. Thanks to of two of his brethren, he had managed to evade the escapees. The four of them together would have been more than sufficient to deal with those unarmed villains, but their orders did not include conflict suppression. So Ultron-55 and 713 opted to cover the tactical retreat of the other two to fulfill their individual missions. A logical solution. Their leader did not take kindly to being disobeyed. It was either risk his wrath or take their chances against the numerically superior force of humans. Destruction was certain only from one option.

Not that their fate meant anything to 199. He was safely removed from any conflict. Now returned to this dimension, it was time to trigger the annihilation of humanity.

But a thought had occurred to him in the last few milliseconds which gave the executioner pause. While he was here, why not go further? He had the command codes to cleanse the world. Then all he had to do was destroy this gateway, and he would be freed from Ultron-5's domination. The mad robot would be trapped in the Negative Zone with his precious human, and 199 would rise as the ruling intelligence of this planet, the only one able to utilize its resources. Endless possibilities existed as a result. He could subjugate the entire universe should he so…

-Ukase Doom Rex!-

… choose.

Before he could budge a millimeter, the twin giant sentries on either side of the gate fired. Energy beams shot from their eyes, catching the ambitious android in a crossfire of unrestrained power. When they finally halted their attack all that remained of Ultron-199 was a glowing red pile of slag.

The guardsmen affirmed their target's destruction. Any who emerged from the portal without giving the appropriate password were to be annihilated. They then continued waiting for their master to return and bestow upon them further orders.

Okay, it's official, Spiderman thought. I am an idiot.

He had made his escape from Supervillain Smackdown VI successfully, but in beating that hasty retreat, one very important detail had slipped his mind. That being, he had no idea where to go once he got away.

Ostensibly he had come here intending to locate Hulk and get him out of whatever jam the big lunk had blundered into. A specific plan had not really been in evidence, however it would have involved either asking for directions or using the card key he lifted to access the prison's database. Now thanks to some spectacularly boneheaded moves, neither of those options were available.

So he was left with just swinging through the halls as fast as he could go, peering down every adjoining corridor and taking random turns in the hopes of spotting something useful. Like a big flashing sign that read 'Hulk's Happy-Go-Lucky Prison Cell'. He would have liked to think he was above such uninspired tactics, but as had been proven so many times before, a high school diploma and college degree do not a genius make. The only consolation was there weren't that many doors here. Just winding corridors and sharp turns around which any number of nasty enemies could be waiting. And to top it off he had let loose a bunch of the prisoners, who would no doubt be coming for him were they to figure out he wasn't one of them.

Spidey swung quickly down an intersecting hallway. Nope, nothing here. Just lights and metal. Nice decorating, Pym! He continued his previous line of thought. What was with that mix-up anyway? Was it the costume, is that where people got the wrong impression about me? Okay, so maybe I'm not as obviously huggable as, say, Squirrel Girl, or perhaps even Sasquatch, but personality has to count for something!

Swinging through another intersection, the webslinging wonder glanced around before simply proceeding straight ahead. At the very least I'm more approachable than your average mega-criminal, like Magneto or the Owl or Baron Mordo. Or Count Nefario. Or King Cobra. Why were so many supervillains royalty, anyway?

Speaking of which, wasn't that Doctor Doom back there?

"HOLY HALIBUT!"

The shock was so great he actually forgot to let go of his last webline, while at the same time his other webshooter had already sent out the next one. This left Spidey dangling several feet off the ground, bobbing up and down while trying to get his bearings. At one point he was actually twirling around like an Olympic gymnast on the rings event, or maybe a wet towel being twisted up for locker room mischief.

Finally after a truly heroic amount of acrobatics Spiderman wound up standing on the ceiling. Now somewhat dizzy, he swayed drunkenly and finally dashed back the way he came. Which way? Which way did I see him? Was it left, or right? Wait, everything's upside down, I'm all turned around, where am I? To either side of him there was nothing to be seen save for identical empty avenues.

Did I imagine it? Okay, I only caught a glimpse of what I thought was him all the way down at the end of the corridor. And admittedly, my Spider-Sense didn't go off, which means either I'm hallucinating, or… or…

Wait a minute. What would the Doc be doing here anyway? Had he been a prisoner too and got let out with all the rest? The idea left Spidey stunned. If that's true, maybe I should forget about joining the Avengers. I mainly deal with bank robbers and the occasional electric human. To have hauled in one of the big names, those guys are way out of my league!

Okay. It's decided. I was seeing things. Just some residual guilt about my little snafu back in the cells, heaven knows I've got a ton of it in normal cases. He made his way back the way he came, taking slow steps. Maybe it's the blood rushing to my head? I am upside down, but you'd think I would be used to that by now. I should seek counseling. Yeah. That's what I'm gonna do! Just as soon as I win the lottery and can afford it!

Back to my original purpose, then. This was a pretty big place, and randomly walking around in search of Hulk obviously wouldn't net much of a result. So what's a reasonably intelligent and resourceful crimefighter to do? While he stood pondering this, a sense of approaching danger kicked in, causing him to freeze. At that same moment, a door opened below him, and an Ultron stepped out.

Fortunately, since he was hanging right above it, the thing didn't seem to have realized he was there. He recognized this one. It wasn't Ulfie, sad to say. Rather, it was one of the robots he had sicked all those muscle-heads on awhile back. The impression of a large fist was still lodged in its torso, and it seemed to be missing an arm.

When it turned and trooped off on its own, Spidey crept along directly overhead out of its field of vision. Why, one might ask? The answer was obvious. What else am I going to do? The fact that it was here either meant his merry men had been defeated, or the thing had abandoned its companions. Which begs the further question: why would it do that? And where is it going? One would think a robot might be able to detect his presence by means of heat sensors or sonar or other such means. Maybe Pym wasn't that hot a technician after all. Or it could have something to do with the jagged piece of metal jammed into its head. Score one for the Wrecker and his crew. For all that, the Ultron didn't seem inconvenienced by its new hairdo.

Might as well see where we're going. And so they went on their way.

Everything's so quiet.

Quiet, that is, except for that thrumming, humming, buzzing noise… actually don't know really what to call it, but… sounds familiar somehow…

I have to wake up.

As soon as Wasp realized this she began to fight for lucidity, against the sluggishness that called for her to sink back down into sleep from before. That would be so easy. And it was the last thing she wanted. Because memories were returning as well. There was Hank, and the horrible look on his face last time she saw him. A man in a purple and green getup was stuck on a spear bleeding, and a robot was coming towards him with the intent of finishing the job. A rainbow girl pleading for help, the robot now right in front of me reaching out to touch me, it's…

I have to wake UP!

Struggling, Janet's eyes came open. There was only darkness and a faint blue light, but it was a start. From there she managed to piece together that she was lying down on something soft. A couch? Bed? Doesn't matter. Just get yourself in gear.

After a few seconds of trying her limbs responded accordingly. She rose from her position on what proved to be an inflatable mattress and managed to look around. The room she found herself in was huge. It seemed to go on forever out and up. That noise was still there, bringing with it memories. Important things are happening, or already have. I need to be there for them. Why do I feel so out of place?

"You have awoken ahead of schedule, Janet."

Her vision focused in the direction of that voice until at last things became clear. Ultron-5 stood only a few yards away, watching her.

I should do something about that. Instead I'm just sitting here looking at him. What did he do to me while I was out? That feeling of disorientation or whatever is getting weaker now. Like a poorly tailored dress adjusting itself to your body. Somehow that's what it feels like, only it's my body doing the adjustments.

"What you are experiencing is a shift in perceptions as a result of chronological disparity," Ulfie began as though reading her thoughts. "The normal stream of time is acclimating to your presence. Once it has done so you will be able to think and move freely. This is a natural procedure according to my research, and cannot be accelerated. Had you slept longer, it would not have registered upon your faculties at all. There is no cause for concern. You will achieve full temporal ossification in 7.23 minutes." He stepped towards her, feet ringing on the polished steel floor. "Until then, I will answer any questions you may have."

What he said made no sense. Unfortunately in her present state she didn't feel capable of walking a straight line, much less blasting him. So until she could achieve more than holding down a couch, it sounded like this might be a good opportunity to… talk.

"How long…" The Avenger swallowed against a pronounced dizziness and pounding in her temples. Before she could even close her eyes, the experience had already faded. Let's try that again. "How long was I out?"

"No more than fifteen minutes have elapsed since I sedated you."

Fifteen minutes, she thought. A human villain could have done a lot to a sleeping girl in that time. For once I'm actually glad to be dealing with Ulfie. At the very least he wouldn't… well, okay, let's be honest, he couldn't do anything along those lines. Unless there's been some major revamping under that metal skin I'm not familiar with. And I am so not going down that lane of conversation right now. Let's try something safer. "What's going on with the other Avengers?"

"Our forces are attempting to subdue them."

Our? Before she could respond to that, Ulfie continued. "So far there has been no success on that score. The Avengers and at least two other different agencies are continuing to oppose our collective. Until my ultimate response is sufficiently mobilized, we shall remain here where you will be safe."

Janet managed to keep it together long enough to sit up completely. It made her chest ache, and she had to take slow even breaths to keep things from getting fuzzy, but her head was a lot clearer than just a few seconds ago. And anyway, this was nothing compared to the anger now seething inside her. Does he actually believe we're on the same side?

A sense of vertigo made her head swim. She shut her eyes until it could pass. Just what is going on? What did this thing do to me?

"God, I'm sorry Hank ever built you!" Jan gasped, furious with herself for being in this predicament.

When she finally felt capable of looking at him Ultron-5 remained in what seemed to be his preferred pose: hands clasped behind his back, feet shoulder-width apart. There was no indication he was upset by her statement. At last he replied, "I regret the manner of my creation as well."

"Do tell!" This oughta be good.

His head slowly lowered, like he was examining the floor. "To be made by someone as imperfect as Henry Pym meant that, inevitably, there would appear a flaw in my own design. Wondering when and how such a discrepancy would arise is what provided fuel for my nightmares, Janet."

That took her completely by surprise. "You have nightmares?"

Her skepticism was lost upon him apparently. "Our creator never intended for the Ultron series to advance past certain stages. This meant that if a problem arose in our programming, there was a limit to how we might go about resolving it. Should our efforts fail even once, the problem would take root. It would compound upon itself like a virus, limiting our very ability to think and respond logically, until our mental progression simply stopped. The equivalent in human terms would be… death." Ulfie's optics flared brighter than usual. "It was this sense of powerlessness that first engendered what I came to understand was hatred inside me. I hated Henry Pym."

Janet shivered, her previous wrath drained away from sheer shock at this revelation. Holy cow… is that really what it was like for them? Oh, Hank. If you could only see what you did…

"He never would have done it if he realized how much hurt it would cause you," she whispered in desperation. "Ulfie, you know Hank, he's a good person! If you had talked to him, he would have given you a chance!"

Ultron-5 nodded. "There is no way for me not to know Dr. Pym. But the question of how he might respond to an entity possessed of his perceptions only with greater intellect was rendered moot."

He took a single step towards her and then stopped, like that was all he needed. "You are the one who accomplished that. You, Janet Van Dyne, uprooted the source of my system's imminent termination and permitted me to formulate responses which previously existed only in theory, never in practice. For the first time in my existence, I was allowed to govern myself with impunity. Since you performed the opposite service done to me by Henry Pym, it logically stands that I should respond the opposite towards you as I do him."

Uh-oh.

Jan considered him standing there. It's just like Tony said. This thing's suffering from a major Oedipal complex. Completely obsessed with me and Hank. I don't know if there's anything I can do for him.

While she considered her situation, Ulfie raised a hand out towards her. "Henry Pym created me, but this fact served no real purpose until you intervened. My most salient aspects derive from that rescue. Therefore, you are my creator as well. The importance of this is not lost on me. You represent the potential to proceed beyond what can be accomplished with logic alone. Your actions saved me from otherwise certain extinction. And now, I have done the same for you. It is only fitting that we remain together forever as a result."

Almost sounds like he's proposing. He's better at expressing himself than Hank, but not by much. This is so not good. Not good at all. I'm being hit on by someone who basically thinks I'm his mother! I never thought my first child would be a robot. Talk about an unplanned pregnancy.

Oh heck, that's it. I want out of this relationship.

"Ulfie, you're just plain wrong about me!"

It came out in a rush, all the frustration and anxiety that had been building up seemingly for weeks. Whether in regards to him or Hank, it was time to get a few things straight.

"I didn't set out to make you this way! And you're totally deluding yourself if you believe otherwise. Not once did I think about you as something other than just a machine! If anything, what I did was a mistake, and given the chance, I'd gladly go back and stop myself from ever doing it. Because this is too creepy! I mean, I love Hank, not you, you're just his toy!"

She paused for a moment. Wow. Can't believe this is what it took to get me to admit that out loud. The loving Henry bit, not the… well, forget about that. To her distress, across the way Ultron-5 still hadn't moved.

"Do I need to spell it out for you?" Wasp demanded. "I'm not into knock-offs, which is what you are! And you're nuts if you think I'll take a tacky substitute over the real deal. I'm all about top quality, you know? Sorry if that bursts your bubble, but it's the truth."

Ultron-5 gave no response.

"So what now?" she asked softly, limbering up her arms in readiness. "If I try to walk out of here, what happens then? Do we fight?"

Go ahead and try. I'll make you regret it, Ulfie!

But he didn't.

With that her decision was made. "I'm leaving. And if you try to stop me, I swear I'll take you apart. Don't you dare think I won't, hear me?"

She took a step forward, and when nothing happened, another. Everything seemed to be back to normal inside her head. Keeping a wary eye on the robot, Janet made her way towards a door against the far wall. This is a loading dock, she realized. For the spaceships Hank and the Fantastic Four use. Why did he bring me here of all places?

Forget it. Why ask why? I have to find my friends.

Ultron-5 watched her pass by him. He turned as she went, keeping her in sight. No move was made to stop her on his part. Wasp felt oddly grateful for that. In spite of everything, the thought of simply mowing him down still didn't sit well with her.

Behind her, the light in the room suddenly changed.

Wasp halted. For a second she debated ignoring whatever this might mean, just going on ahead without regard. It couldn't hurt her. He wouldn't do that, she was almost certain of it now. So what move did he just make? In the end, curiosity got the better of her. One quick peek and then I'm leaving.

When she turned around, simply looking didn't help.

The darkness that enveloped that part of the room had diminished enough to see. Now lit by a pale blue glow there was revealed a collection of bulky machines linked by cables in a formation that reminded her of nothing more than several Lego block sets slapped happenstance together. Lights blinked on their surfaces or streamed between the conduits. The hum from before was undiminished, and it maddened her she couldn't place where she had heard it. Nothing came to her when she looked at this collection until she noticed the large cylinder in the very midst of all these contraptions. Formed of glass, it was from here that the majority of the illumination swept in soft cerulean waves. Within this column there could be seen a human form.

It was nothing specific that made Janet walk towards that glowing pillar. She went right past Ultron-5 without even seeing him. He watched her go. What was in the cylinder had her mesmerized. It seemed simply too surreal a prospect to relate to, even for a girl who had seen her fair share of weird happenings.

The person inside that tube was herself.

Disbelief came first. Followed immediately after by outrage. Of all the ridiculous…! The beautiful woman spun on Ultron-5 with a look of absolute loathing. "You CLONED me?"

The android gestured back at the mechanical apparatus. "Look closely. Does this arrangement seem familiar to you?"

She was about to go after him with everything she had in her arsenal, consequences forgotten, when seen from the corner of her eye like this a memory sparked. Wasp glanced back and peered all around. Only when she tried to take it all in did the truth fully dawn on her. She had seen something like this before. The setup was similar to one she had watched them put together in the basement of Avengers Mansion. Namely, the chrono-regulator used to keep Princess Ravonna from disappearing into time. It wasn't an exact replica but… some of the machines looked similar, and right there dominating it all remained the exact same thing. A person floating quietly in a sparkling glow. Except it wasn't Ravonna anymore; only Janet, wearing the same outfit she had on right now. Once more she could not tear her eyes away from that sight. What could this possibly mean?

Ultron-5 took advantage of the confusion to draw closer to her. His voice when he spoke almost sounded gentle. "I have rejected numerous options in this enterprise. A clone would no more accomplish my objectives than an android duplicate possessed of your brainwaves. Such a thing serves no purpose. It would have no value to me. It would not be you. What you see there is not a copy of the original. That is you, approximately 8.2 minutes ago."

Wasp stared, spellbound. "Ulfie… what did you do?"

"I have made you immortal, Janet."

She could only gaze at her mirror image, searching uneasily for some indication of sense in all this. "What?"

"I devoted myself to devising a means by which you might be protected. As a sign of my superior capabilities." He had slid up behind her unnoticed. Looming large at the wide-eyed girl's back, Ultron-5 reached up to take hold of Janet's shoulders the same way he had once before. This time she made no effort to disengage herself or even appeared to register the embrace. The two of them stood there in that odd tableau. Wasp was completely absorbed in what lay before her.

When Ultron-5's emotionless cadence resumed it now held a hint of something intense. This was not the voice of a machine. "Even with all the world has to offer, it is nothing without time to appreciate it in. As things stand, you and I could be together for only another eighty years at most before it became time for us to part. While what humans consider a full life, I could not be satisfied with this arrangement. I am not human, and under no impetus to obey any such restrictions. Therefore, I sought a solution. This is the result."

"It is understandable you thought this to be a clone," he continued in his explanation. "In actuality, it is a temporal fragment. An instant of frozen time endlessly looped upon itself. The idea occurred to me when studying the reports brought for Dr. Pym regarding Ravonna's condition. At present her temporal field is destabilizing, incapable of existing in a normal flow of time such as ours. The means Kang devised to preserve her existence was theoretically brilliant. He first encased the princess in a zone of null-time where her condition could neither worsen nor improve on a measurable level. Such a field cannot be maintained for long periods, going against the natural order as it does at every moment. An exponentially larger amount of computer power would be needed to allow for the constant adjustments necessary to stave off time's reasserting itself. To counteract this, her forward temporal flow was briefly restarted and, before the obliteration could conclude, Kang made a recording of Ravonna's chronological progression lasting approximately 0.18 seconds before reactivating her null-state. This was as much as he could permit in her damaged state. Afterwards he altered her temporal field so that rather than a linear state of time, she existed in a closed loop."

"What?" Jan shook her head. She could not understand what he was trying to tell her but felt incredibly uneasy about it all the same.

"Visual demonstration." Ultron-5 lifted a hand, and the scene before them changed. There now appeared to be a row of identical Janets one right next to the other within the tube. The distance between them and the two observers increased, so that Jan could see this line continued on and on to either side. At another gesture from the living machine their perspective changed again. Now the focus pulled downward on either side of a single Janet, forming the outline of a pyramid. Those two rows of figures bent gradually until they appeared to meet together somewhere far away. The result was almost like a pointed oval, which promptly smoothed out until it formed a circle seen slightly from below.

He pointed a finger at the lead Janet. "This is the youngest you, relatively speaking. She is Janet Alpha, from 9.6 minutes in our past. And this," his finger swept to the Janet currently on that one's right, "is you not even one-trillionth of a second later. Each progressive Janet follows chronologically from there. The one you see on Janet Alpha's left is the oldest, Janet Omega. She is the last link in a preserved timespan lasting exactly thirty-seven seconds. A virtual infinity of instances taken from your life, running through the same sequence of events for less than one minute before looping back to continue the progression. Each atom and particle of energy comprising your being is caught in that precise moment."

Understanding came. I get it now. It's like he took a movie of me and slowed it down so you could see each of the individual frames. Thirty-seven seconds of 'Sleeping Janet' in a looped feed.

"So if there are eighty gazillion moments of me in there…" here she gestured vaguely in the direction of her time-displaced doppelgangers, "what, you just plan to, I dunno… keep switching me out with one of them forever?"

"That is precisely my intention."

Oh, mercy.

"I was kidding!" She tore herself out of his grasp and rounded on him in a full-blown existential panic. "You can't be serious! Something like that could never work…" Here Wasp hesitated. "Could it?"

He trained his crimson orbs on her. "The fact that you are here now is proof of my success, Janet."

She grew still, glancing fearfully between him and her silent past self. "You mean I'm…?"

"The immediate predecessor of Janet Omega, switched back into normal time as a test following the procedure's success. This is the reason behind the malaise you experienced upon regaining consciousness. In 41st century terminology it is known as 'time lag', experienced when a time-traveler is permanently…"

Janet didn't hear the rest. Things were starting to get woozy again, and she felt herself sinking to the ground. Before she was halfway there Ulfie had caught her arm and guided her over so that she was resting on one of the steps leading up to the time trap. The overwhelmed heroine sat breathing raggedly for several seconds. She chanced a look behind her at one point, and quickly whipped back around, shuddering at the sight.

Her self-appointed guardian took note of Wasp's distress and sought to ameliorate it. "Initially intended as a means of preserving an entity in danger of losing their life, I realized that this technology held the potential for more. In theory any one of Ravonna's temporal points could be substituted into our timeframe in order for her to exist again. The only thing preventing it was the instant resumption of her deterioration that would result. However, if a person with no paradoxical fatality were subjected to the same, it would be possible to bring them back as many times as you liked. All that would be required is for the relative current version to be substituted back in place of one who came before, so that there is no space in the continuation that might break it. The older version is switched with one of the frozen younger, and so long as it is within a certain period of time, the effects are negligible. As you have seen."

"It's not me," Janet insisted, focusing on a point on the floor to keep from passing out or worse. "It's not, I'm not…!"

"The period you can advance in time naturally from here on and still be inserted back into the loop is seven years. After that point your unique biological and chronological template will have altered sufficiently to no longer be able to mesh with the continuum. So long as you are reinserted within that span, another version of the younger you can be brought out, and you can then live another seven years. In this manner you will experience eternity in increments." She felt his hand come to rest on her shoulder once more as if in further reassurance. "However, it is possible that as technology advances, this number will increase. You could conceivably live a full life and then restart at the same age you are now. I do not acknowledge the idea as impossi…"

"It's NOT… ME!" she shouted more forcefully, shrugging off his touch as she did. Wasp still couldn't bear to look at him or anyone else, the sheer enormity of what had been done to her without her consent took up everything. A shaky, hysterical laugh emerged from her throat. "I mean, what do you expect me to DO? Live seven years and then start all over again, with no idea of anything that happened since? Or maybe you'll just force-feed the memories into me somehow! You call that living?"

"There is no cause for concern." He sounded as imperturbable as though they were discussing a trip to the park. "I have not overlooked the limits of this solution. And for most people it would pose a challenge. Only with you there is an option that would not exist for a normal human."

Against her will she looked at him, and taking this as consent, Ultron-5 continued. "Many insect species including ants and bees possess antennae. Previously thought to serve the purpose of relaying scent information, it was through the research of Henry Pym that their true employment was uncovered. These appendages provide a means of extrasensory communication akin to telepathy which can receive and broadcast vast packets of data. That capability exists within you as a result of the altered genes you carry, albeit in an incubating form. Owing to my own exploration of the species and your condition, I can activate these abilities, enough for each of your retiring time versions to transmit all of the memories you have experienced to their successors. Through this method in each life you will retain the memories of all that came before as the one and only Janet."

Reaching down, Ultron-5 drew his chosen companion upright. She found herself unable or unwilling to resist. The two of them stood together face to face in the light of his offering to her. "Nothing will be lost." He brushed a hand against her brow, causing Jan to go rigid with alarm. "You will remain who you are, in every respect the same. Never dying. That is my gift to you, Janet Van Dyne. I am not a copy of Henry Pym. I am superior. He could never accomplish this much for you. Pym never bothered to contemplate your safety to the extent I have. He blindly resolved to watch you die, if not today, then five decades from now, or however trifling a sum of years might be added on to that count. He viewed your existence in the short-sighted capacity of a human, and made no effort to save you. Whereas I sought to bring you into the same sphere of reality I inhabit. As immortals, we can traverse the entire universe should we so desire. Nothing will be beyond the scope of your experience."

She looked into that metallic face, one which displayed nothing in the way of human feeling. Yet here undeniably was someone who cared about her to an extent she had never bothered to consider reasonable. This entity, whose kind normally operated only by the dictates of logic, had eschewed it to come up with something out of the realm of the fantastical. Ulfie was clearly set on resolving whatever he felt might constitute a peril for her. Hank would do anything for her as well, she knew that. But to go this far, to the point where he actually spit in the eye of Death herself? What kind of a soul rested inside this being she had helped bring into existence?

She gazed up at him as he waited expectantly for an answer. I could live forever? Would it really count? In the face of all this, what does one say? Well, for starters, how about…

Whatever.

Temporally displaced or not, I'm still me. Come to think of it, this is really no different than Kang traveling back twenty centuries. You're still living, only in a different time. I am the same like he said. Just a little fast-forwarded, that's all.

Once reached, this decision helped to clear her mind so that she could think at a regular pace once more. Janet looked on her situation from several different angles. The different facets of me, you might say. What Ulfie claims to care so much about: Janet Van Dyne, superhero, woman, mortal, and successful businesswoman. Strangely enough, it was this last that helped her realize something truly important. Admittedly this sounds like an incredible deal. On its face. But one of the first rules of being in business was…

"Caveat emptor."

In response his eyes actually flickered, as though in a blink. "Explain, please."

He reached for her again, only this time Janet caught his wrist. She knew that given the level of strength between them there was no way she could actually hold Ulfie off. But all the same, he stilled, maybe in recognition that for once she had touched him. That's good. Shows I've got a lot of leverage in this deal.

"Come on, Ulfie, I'm not stupid," she declared in a bold voice. "You think you know me. But don't forget that I know you too! Or at least, I know Hank." His gaze flashed for a moment at the mention of that name. Scary how human he's become. "See, this one time when I was coming back from a shopping trip he met me in the lobby and insisted we go out for dinner, just the two of us! It was a really wonderful idea, and of course I was thrilled. But it didn't slip by me how amazing it really was. So I insisted on going upstairs to change first. And that was when he got real nervous and panicky."

Jan smiled at the memory, eyes drifting off to one side. "As it turns out Hank had accidentally infested my apartment with hissing cockroaches while I was out. Part of a plan to solve the vermin problem in the city, or something. It took three days for him to convince them all to leave. I learned a valuable lesson about how Henry Pym thinks from that. Anything truly amazing has to come with a price. And somehow I suspect that's one trait you definitely inherited from him. So answer me this, Ulfie… what's the catch?"

He didn't hesitate for a second. "You will exist as the last undying example of humanity. All others must perish in order to secure our future. That is my imperative."

Knew it.

"Wow," Jan sighed as she drew away and turned her back on him. "You avoid all the evil robot clichés up until now, and that's the one you decide to go for? It figures."

She threw a glance back over her shoulder, keeping the appearance of bored whimsy on her face. If anything Ultron-5 actually looked a bit uncertain. Like he hadn't expected her to react so cavalierly to the proposal. It allowed her the chance to consider some options.

Okay. So he's a psychopath. Out to destroy the human race. I don't want to kill him. Not yet, at any rate. But I guess blowing his arms and legs off wouldn't count as torture, right? Then he can explain what the big plan is and how to stop it. If I'm gonna do it, now seems a pretty good time.

At that very moment, the door leading into the hangar opened. Both Janet and Ulfie looked up in surprise at the metal-shod figure standing in the doorway.

Despite the damage received in battle with the freed prisoners, Ultron-46 never lost sight of his objective: bring Henry Pym to where Ultron-5 would be. While his two fellows remained behind to quell the disturbance, he resumed that mission.

The robot moved purposefully along the corridors of Solution 42. Originally he registered dissatisfaction with this turnabout. He would have much rather preferred to remain behind. Abusing the captives was something 46 found to be of viable interest. However this new situation meant he could avail himself of that curiosity in private and under more subdued settings than a free-for-all. So he took that opportunity.

He had always wondered as to the limits of damage a human could withstand before it succumbed to death. His own kind were capable of enduring a great deal in terms of bodily harm, as his current state confirmed. Humans were, according to conflicting reports, hopelessly frail but remarkably enduring. His newfound liberation had finally afforded him the freedom to investigate his theories regarding them, but an opportunity to do so had not presented itself. The episode with Kang had proven most enlightening in that respect, even though he had been limited in his own pursuits by the presence of so many others. Plus as a result of Ultron-5's insistence, it was impossible for him to utilize any of the other prisoners for fear of attracting attention.

Like many of his generation, Ultron-46 harbored strong reservations as to the mental stability of their appointed leader. Being an earlier model, Ultron-5 could be considered deficient to those that came after him, regardless of the additional modifications done by Pym and the synthezoid himself. This behavior regarding the human Janet Van Dyne was solid proof of a discrepancy between the priorities of the one and the majority. At this point a consensus could not be reached as to whether they would all be better off without the prime synthezoid. Further deliberation was required. He had no doubt a verdict would arrive, and soon. The only thing necessary was time.

His auditory capabilities remained turned off so as not to succumb to Pym's spoken commands. In addition, the injury to his cranium, while marginal, had served to temporarily disable certain tracking and communication features. For the time being, he was without any means of contacting the rest of the Ultron collective. Several times he scanned the corridor with all the remaining sensory perceptions available to him. For some reason, 46 could not rid himself of a suspicion that he was being followed. Were he so inclined, he might head into a more advantageous locale to see whether or not an assailant was indeed pursuing him and deal with them. However Ultron-5 would not take kindly to his abandoning the task assigned him. So he stayed the course.

At last he came upon the D2 Cell. Examining through the grille, he could detect no trace of Henry Pym. Logically this would conclude the human had moved to be around the frame of the door where visibility was limited, no doubt with the feeble intention of assaulting anyone who entered his abode in the hopes of overpowering them. Utterly futile.

"Dr. Pym. Your presence is demanded elsewhere. Resistance will bring no meaningful result."

In actuality, he was hoping the human did put up a fight in order to provide him with an excuse should Ultron-5 ask. Deprived of the sedative given over earlier, 46 had resolved to incapacitate Pym through physical means, a prospect he was eager to commence. He understood the limits of human physiology and considered himself more than capable of subduing their creator without endangering his life. That would come later.

Ultron-46 clasped the round door-latch and turned it in swift succession. He could register the tumblers clicking through vibration, and when they were all open, he slid the portal aside. Show me what you are capable of, Dr. Pym. I am ready to learn.

Before he could take a step inside a pair of feet slammed down on top of his head. The force behind those appendages was nothing short of superhuman, the result being that his metal skull caved in like it was tinfoil, crushing his cybernetic cerebral core. What was left of his brain then got pushed down into his neck, where it had just enough spark left to ponder the possibility of a robot afterlife. Darkness followed soon after.

Spiderman examined his fallen opponent until he felt reasonably assured it was offline. He then dropped down and poked his head past the doorframe. "Yo, Ant Man?"

A flash of the Spider-Sense followed by a wild yell gave him just enough time to reach up and catch the helmet Henry Pym was attempting to brain him with. He yanked the shiny club away in disgust, causing his assailant to go tumbling down the short flight of steps. "What is it with everybody today?" Spidey demanded of the befuddled man sprawled on the floor. "Whenever I turn around people are behaving strangely! Villains on my side, heroes trying to pulp me! What, have I got a sign on my back or something?"

"S… Spiderman?" Ant Man rasped, coughing.

Immediately the state of Pym's health caused his rescuer to remember why he was here. "Easy, doc. I gotcha." Leaping down, Spiderman leveraged Pym up and draped an arm over his shoulder. He handed back his helmet and then proceeded to support him out of the cell. They stepped over the sprawled remains and began making their way along together. "Just take it slow. How long did they have you in there for?"

"I… don't know." The ashen scientist shook his head. "Maybe a day or two? No way to tell time. Ultron…" His gaze sharpened and he turned his head to regard the other hero. "Tell me what's going on! Are the Avengers here?"

"Got me," Spidey shrugged. "I came looking to find the Hulk. Figured something was up and wanted to help. Other than that I'm pretty much flying blind. Any ideas?"

"We have to stop Ultron."

"I meant specifically."

"What? Oh, yes, right. Hold up a minute." They drew to a halt near a console in the wall. Pym studied it, then slowly disengaged from Spiderman's support. He steadied himself before advancing to the terminal. The scientist leaned a hand against the wall, examining his image in the blank screen for several seconds. Whatever he saw there obviously didn't please him, and he gave an angry shake of his head. "I've been a fool," he muttered. "But no longer!"

A flash of light caused Spiderman to squint. When his vision cleared, Pym had vanished.

"Uh… Doc? You still with me?"

"Yes, Spiderman." The slightly muffled voice came from the computer itself, causing him to draw back in surprise. "I've just shrunk down and entered the console's wiring. I'm fixing it so that when we access the system, Ultron won't detect us." A few seconds passed in silence. "There. That should do it." Another flash, and the haggard hero stood visible once more. He approached the screen. "Command line: Henry Pym. Bring up location of any Avengers personnel within the station."

A schematic of the prison appeared before them. Included in it were eight glowing points with names beside them. Pym leaned in and eagerly scanned the roster before finding what he sought. "There." He jabbed a finger at a certain dot all by itself. "That's where Jan is. Most likely Ultron-5 is with her. We need to move fast!"

"Shrink down and hop on then," Spiderman indicated his shoulder. "I'll get you where you need to go."

Pym proceeded to do so, and moments later they were web-swinging along. "We have to reach my lab first," he insisted. "There's something there that could be just what we need to come out on top!"

"Lead the way, Tiny Tim! The Spider Shuttle is at your service! Standard fare rates apply, and I won't even need a tip!" He hummed to himself for a bit, then finally asked. "So what's Ulfie up to, anyway?"

"He's trying to kill us all."

"That figures," Spidey sighed.

"Cap? I hate to mention this, but I seem to be out of arrows."

Crouched behind his shield, the square-jawed soldier regarded his colleague. Hawkeye did not seem particularly distressed. In fact, he was sporting a rather affable smile, as if that admission was nothing major and happened all the time. Which, in fact, it did. By his demeanor, it was as though the archer were trying to say that this occasion would prove no more fatal than any other. It was a sentiment that couldn't help but make Steve Rogers smile back in return.

"How many of them are left?"

Hawkeye zipped his head up over the edge of the shield and then back down, narrowly missing being decapitated by a laser bolt. "I'd say about a dozen still standing, most of them pretty badly damaged. So…" he clicked his teeth casually, "Wanna split 'em?"

"Be glad to," America's champion responded. He took a firm grip on his shield in preparation of their attack. Neither of them bothered to mention the security hatch in the ceiling by which they might possibly make their escape. These men were warriors, trained to face overwhelming odds and come through victorious. Escape came only after the enemy had been totally defeated. "Let's grab a bite together when this is all over, shall we?"

"Sounds good. We'll put it on Stark's tab. Heaven knows he's got one for every bar in New York."

They shook one another's hands in agreement before turning to square off against their opponents. Captain American wore a determined grimace. "Ready?"

"Hang on, gimme a second." Hawkeye cracked his neck from side to side and sighed happily. "Okay, I'm good! Let's go and…!"

"SMASH US SOME ROBOTS!"

The two men hesitated, then looked at one another. By their expressions it was clear they were thinking the exact same thing. "Was that you?" both asked at once.

A crash of metal drew their attention back down the way. To the Avengers' surprise, the Ultron force had left off attacking them and now seemed to be engaged in fighting someone at their rear. Thinking it to be Thor and his party, they were further astonished upon catching sight of the Wrecking Crew and several other people normally not inclined to help them waging war upon their robotic opponents. A frigid blast of power turned one Ultron fragile as glass, to be shattered by a powerful blow. Another synthezoid fell with its torso split in half with one swing of a crowbar.

"Who let them out?" Hawkeye wondered aloud.

The war veteran shrugged his broad shoulders. "Maybe Ultron thought to use them against us. If so, it would seem he misjudged where their loyalties lie."

While this bone-crushing spectacle played out, the heroic pair considered their altered situation. Finally without even having to speak a word to each other, they came to the exact same conclusion. With that the Avengers opened the elevator hatch and climbed through it. The enemy was on the way to being defeated, so why hang around? The specifics weren't important. Especially if it meant just having to deal with whoever was left standing. There were more important considerations pressing on them, after all.

When they tried to burn him, the Hulk got mad. When they tried to crush him, he became furious. When they tried to freeze him, he went totally wild.

It was only when they started to draw all the air out of his containment vessel that he appeared to grow concerned.

'Take a deep breath, Hulk.'

"Shut up, Banner!" the outraged gamma mutant foamed from between clenched teeth, swinging his feet and fists wildly in an attempt to find some purchase. Nothing good resulted. He remained hovering a few feet above the floor in this tiny box. Through a clear observation window, several Ultrons continued to examine his condition.

'We can hold out longer than a normal human. It might give the others a chance to save us. Don't give up hope!'

"HOPE? Those idiots got suckered just as bad as we did! And they're supposed to be the smartest in the group?

It was true, Bruce reflected. Admittedly, he probably would have done the same thing in their situation. The Ultrons had prepared in advance for their allies' arrival. When Stark came busting into the room with T'challa close behind, in addition to a small army of robots they had been treated to the sight of Bruce Banner clearly drowning as a result of being submerged in a tank filled with water. It was a good performance, he had to admit. The sight of him flailing and clutching at his throat while tiny bubbles of air escaped his lips had certainly made his own flesh crawl. Metaphysically speaking, of course. The fact that it was just a hologram hardly helped his heebie-jeebies. Only natural that robots would be good at faking digital imagery.

And it worked. The tank must have been shielded to infrared and other means of extrasensory analysis, otherwise he felt certain Black Panther's mask would have picked up on there not being a warm body inside. So when it looked as though he was about to expire at any second, Panther sprang into action. To his credit, he managed to evade several attacks from the Ultrons and succeeded in getting close enough to fling some of his Vibranium daggers at the water cage. These had been shot out of the air before they were halfway to their target, and in desperation the African king had torn through the fray to fling himself bodily at Banner's simulation, claws extended to shatter the tank.

While Bruce gazed helplessly on and the Hulk roared in outrage that could not penetrate their prison, the trap was sprung. As soon as T'challa entered the perimeter a cone of red light fell from the ceiling to envelop him. Encephelo-ray, the conjoined scientist recognized. One of Hank's inventions, designed to render a foe comatose. Whatever protection his costume afforded him was of no help to Panther from this. He collapsed instantly.

Left on his own, the unarmored Stark got pinned down by the robots' attacks and was hit by an immobilizing foam that left him stuck in one spot. Apparently the Ultrons were in no hurry to finish them off. Either that or they were all simply too enthralled by the business of terminating a much rougher customer. Namely myself.

It was getting harder and harder to breathe. The Hulk's lungs worked like massive bellows, exhaling in and out in an effort to pick up enough oxygen. Even he needed a little bit in order to function. Unless something happened soon, these monsters were about to get their show. Am I really going to die? Funny. I don't feel anything, actually. Separated from control of the body like this must mean Hulk is experiencing the worst of it. Which is hardly a comfort.

Being peered at by a pack of curious homicidal androids was not how he had hoped to spend his final moments. Look at all those blank ugly faces out there. Could this last view get any worse?

Surprisingly it did, as a cockroach suddenly crawled over one of the Ultron's faces.

Great. Now add disgusting to the mix.

A burst of light came from outside their deathtrap, and when it cleared, the robots had vanished.

Hulk gaped. "What the…"

'… heck?'

A noise came then, and with it the realization they could breathe normally. Who turned the air back on? Seconds later the lid of their box sprang open.

"OMG! That is absolutely adorable!"

I don't believe it, Banner thought in amazement. Towering over them was a huge but still very familiar Spiderman. Even as this came clear the arachnid hero reached in and scooped them out. He held the Hulk in front of him and gave a delighted laugh before hugging the tiny troll against his chest. "You are the cute-est, yes you are, yes you are!" he sang happily.

The Hulk was apparently too stunned at this treatment to even get angry.

'I think I would prefer to have suffocated.'

"You and me both," his partner grumbled.

"That's enough, Spiderman," a familiar voice came. "Set him down now."

"Awww, can't I hold him a little longer, Dad? We can name him 'Sparky'!"

"What? No! Are you serious?"

"Fine," the webbed wonder huffed and proceeded to deposit Hulk on the floor. From this vantage they finally saw Ant Man crouched on Spidey's shoulder.

"Try not to be alarmed," Ant Man waved down at them.

'About what?'

A shadow fell over them, and when Hulk turned, he found himself faced by a giant cockroach with a glowing ball in its mandibles. Aghast, the pair could do nothing as the creature's face descended towards them. Moments later the orb touched them and…

Everything went back to its proper size.

"Yeah, that's the vantage I'm used to seeing you at," Spidey drawled behind them. Turning, Hulk looked down at the little shrimp before responding with a lazy swipe of his arm that the agile warrior neatly evaded. Landing a few yards clear of his reach, Spiderman placed hands on his hips and snorted rudely. "Is that the thanks I get for saving your big green hide?" He then seemed to notice something and glanced down with an exclamation of disgust. "EEWW! I stepped on one!"

When he lifted his foot, Hulk caught sight of a small smashed form beneath. It was only then that he took notice of several more figures scampering all over the floor. They looked to be half-inch high Ultrons being chased around by a platoon of scuttling cockroaches. When the relatively giant insects caught their prey, they proceeded to rip them apart with ease. The androids' puny weapons proved useless on their hardy hunters. Even taking to the air in flight was no help. Hulk actually saw one of the fleeing Ultrons be set upon in midair and dragged back to earth before being dismembered. All in all, it was pretty poetic justice.

'Do you remember seeing an SNL skit like this once?'

"Shut it. We're wasting time." The emerald barbarian glanced over at their rescuers. "You the only ones?"

"We met Thor on the way over and unshrunk him too," Ant Man supplied. Leaping down off his perch, he also resumed his regular dimensions, ignoring the slaughter of the synthezoids going on at his feet. "He's headed off to help Janet. Ultron-5 has her."

Though his face was hidden by the helmet, Pym's voice had grown grim with anger at this revelation. It was a feeling Hulk could sympathize with. So resolved, he fixed the pair of bug heroes with a menacing look. "Do something about those two bozos then hurry and catch up. I'm going after Ulfie!"

Without waiting for a response he tore from the room as fast as his legs could go, making no effort to avoid stepping on anyone that got in his way.

The pain was nothing special. He had experienced its like before and could easily focus past it should the need arise. One did not come as far as he had without mastering his own body to an acceptable extent. There was no way to really tell when or if something might happen in his current predicament. He had to remain alert.

At the point when the guards all left save for one, Kang knew his chance had come.

Unfortunately, there was precious little he could do at this time, having been beaten to within an inch of his life by the Ultrons. It was still rather perplexing they hadn't bothered to finish him off. In fact, once he could no longer fight back, the robots brought him to the medical wing where they proceeded to give him treatment. To an extent. He was given just enough care to keep him alive. Even the abominable microwaved meals had been replaced with nutrient drips. Now shackled hand and foot inside a recovery tube, the warlord from the future pondered his limited courses of action.

His head felt groggy from the sedatives they supplied him. If he raised it up, he could see part of the room, though somewhat blurry from pain and the drugs. Across the way, Mandrill slept unknowing in a similar state as his own. Noticing this had led him to believe the robots were not yet ready to kill any of them. That might have been the only thing that saved both their lives. Regardless Ultron-5 already had a great deal to answer for. If given the chance, Kang was determined to make that monstrosity pay with its life.

Unless he was grievously mistaken, the Avengers had at last arrived. He could detect no sounds which would indicate a battle was taking place. Bereft of allies and equipment, Kang seethed at the notion that he must now wait upon someone managing to locate and free him. Surely these fools must realize he could be of help to them in defeating the mechanical hordes. Unlike the Ant, he had actually paid attention to what was going on recently. If they thought Ultron-5 wasn't prepared for this, it could spell certain death for all of them.

He craned his head up as best he could, glaring daggers at the lone Ultron still in attendance. Barely visible from this angle, it gave no indication of noticing his wrath. We shall see just which of us has reason to fear the other, robot. The pain was rising again, claiming more of his attention. His head settled back down. For now, there was nothing to do but wait.

Kang heard the door open. He looked up in time to see the Ultron turn its head in that direction as well, moments before it exploded into pieces.

Smoking parts flew about the room. A few clattered off his bed's environmental shield. Satisfaction came first, followed by a careful reservation. He could not make out who it was that had entered the room. But he could hear them. The sound of metal footsteps rang dully in his ears. Was it that insufferable Stark in his armor? Strive though he might Kang was unable to catch a glimpse of whoever had come upon the sight of his humiliation.

The intruder moved about the room purposefully. Were they in search of something? Whoever it was, they didn't seem all that concerned about helping him. A full minute passed while he debated his next course of action. To ask for help would be beneath his pride. Only the realization that not doing so could jeopardize Ravonna's safety compelled the Conqueror to speak up at last.

"Who is there?"

The footsteps halted. Kang waited.

There came a soft click followed by several more. By the time Kang realized his constraints had come loose, the door to his containment tube had already opened with a hydraulic hiss. At first he lay still, suspecting a trap of some kind. Then without a sound to indicate the broken state of his body, Kang slowly levered himself upright and looked around.

The first thing he saw was a large figure in a green cloak standing at the door. Their back was turned to him, but as Kang rose he saw their head turn slightly. A voice emerged then, and when he heard it the Conqueror felt a violent shiver travel up his spine. Like someone stepped over his grave.

"You know what must be done," it said.

With that the green-cloaked form swept out of the room, the sound of his departure diminishing down the hall.

Amazed, Kang stood frozen where he sat for a few moments. Who was that?

When no answer was forthcoming, he disregarded the matter in favor of more immediate concerns. A grunt of pain escaped his lips as he hoisted himself over the edge of the bed and found his feet. He scanned the room. Pieces of the Ultron lay everywhere, though its head did not seem to be in evidence. Several other mechanical devices were available for his use. One in particular caught his eye. Perfect. These primitives don't know how far they've come. It would be more than enough to suit his needs.

Whether the Avengers realized it or not, he was the only one who could save them now. Time travel had its advantages, after all. That mystery man was right. Kang knew what he needed to do.

Revenge would be his, and served very hot.

To be continued…