So sorry for the wait as it usually take me shorter time to write this stuff, but between suffering writers block and other stuff I got busy...so here it is, enjoy and leave a comment!

Ultron towered over the professor when he heard a familiar roar in the distant plane. He frowned "Oh for the love of god not now...", the roar got closer and Ultron spotted a a green giant in the air heading for them, as soon as it was near enough he heard it's voice

"HULK SMASH PUNY ULTRON ROBOTS!"

The Hulk landed beside Ultron and grabbed his leg and smashed him left and right on the ground like a child's toy, he then spun him and threw him away.

"You ok?" Hulk asked as he extended his huge hand to the Professor

"Quite fine, thank you" he replied as he got back in his wheel chair

"Oh, and I brought backup" Hulk said as he looked up

The Milano was hovering above the mansion, on the ground Wolverine and Captain America as well as the Winter Soldier were riding harley davidson bikes towards the Mansion. Rocket, Lylla, Groot and Agent venom jumped out and landed next to the Hulk.

"Now this is unexpected" said Ultron as he came out of the shadows, again,

"Ultron!" Rocket growled as he aimed his gun at his C.P.U. "I'm gonna scrap you for what ya did to Jason" he continued

"He was a failed experiment" Ultron said as he leveled his fingers at Rocket "Like you" he continued as he unleashed bolts of red lightning at Rocket who dived out of the way

Cap dismounted his bike along with Bucky and threw his shield at Ultron, who deflected it only to have Winter Soldier jump on it and smash his metal arm on Ultron's face. He staggered into the Beast's range. Beast scratched Ultron's face and damaged one of his optic lenses, he then threw him to Logan who had his claws out and he stabbed Ultron in the chest, damaging his central core. Wolverine then threw Ultron to Hulk who slammed Ultron on the ground again and ripped one of his arm's out and threw him towards Rocket.

Rocket slid under Ultron and placed a mini-rocket on his back and he activated it, Ultron rocketed towards the Mega-sentinel who was about to fire his face laser. Ultron crashed into the Mega-sentinel, and it's head exploded sending Ultron's metal body crashing into Jean grey's room where she was vaporized along with Magneto.

"That's for Jason" Rocket muttered.

But he spoke too soon as Ultron rocketed out of the room and collapsed onto the ground next to the Professor, then he started to glow gold.

"I still have one last wild-card" Ultron smirked, Charles eyes widened as he realized what he was doing.

Then strong winds blew Rocket and the heroes away and the professor was lifted up

"You can't control it!" screamed the professor

"I CAN!"

"YOU"LL DIE!"

"I"M IMMORTAL!" Ultron screamed as he exploded. Unfortunately the blast vaporized Professor X and Beast, when the dust settled the only thing left of the Professor was his cracked wheel chair. And Ultron? He was back at a Dark Hydra facility in a new robotic body, boasting about his victory in taking out the professor and Beast in one explosion as well as other casualties like Nightcrawler, Magneto and Jean or Phoenix as she was known as.

Meanwhile at Xavier's school for gifted youngsters

"Oh...Halfworld" Rocket muttered as his eyes were wide open "No krutechin' way!"

"What was that?" Bucky asked Logan

"That was Phoenix's power! How'd Ultron get it?" Logan wondered

"The same way they got Beast-boy's powers...an O.M.A.C must've been here" Cap said as he spotted one flying away from the school form Jean's room as his comm set buzzed "Cap here"

"Cap we need you at Avengers tower asap!"

"I'm on my way Tony" Cap said as he looked at Bucky "C'mon Buck, we got work to do"

"Lead the way Steve" Bucky responded as he hopped on his bike as sped away to Avenger's tower with Captain America while Rocket, Lylla and Agent Venom return to the Guardians for another meeting.