I don't own The Avengers. Marvel Does. I only own my OCs.


Strucker paced around his cell, already dealing with the reality that Hydra was slowly falling apart. If anything, it would only take some sort of miracle to bring it back into action. The food they served most certainly didn't help with his predicament. While he began to assume that those still loyal to Hydra would continue the agenda in his place, he suddenly heard footsteps so he turned his head at the cell door. To his surprise, a cell guard didn't walk in when the door opened, but a cyborg assassin with blue skin entered instead.

"W-Who are you?" he gasped.

"You must be Baron Wolfgang von Strucker," said Nebula, "correct?"

Strucker gave Nebula a blank stare. How did she know his name? Could someone have told her about him?

"Y-Yes," Strucker nodded.

"I've been told Hydra has been exposed to the world lately," replied Nebula, "doesn't that sound pathetic?"

Irritated, Strucker stomped towards Nebula and jabbed his finger at her chest.

"You will not insult the last of the glory of Hydra!" roared Strucker.

Nebula gave an amused chuckle, much to Strucker's confusion.

"Despite your exposure," commented Nebula, "you are still persistent. Do you despise the Avengers?"

Strucker paused for a moment and folded his arms.

"Y-Yes," admitted Strucker, "Hydra would've ruled the world if it weren't for Captain America."

"Where was the base you used to work at?" interrogated Nebula.

"Why do you seek this information?" demanded Strucker.

"I plan to kill the Avengers for you," explained Nebula, "and I'll need your base to fulfill this task."

Strucker took a moment to pace around his cell. Should he even trust this stranger? Then again, her proposal to defeat sounded promising, so maybe it's worth negotiating with her…somehow.

"Somewhere in Sokovia," answered Strucker, "there is an abandoned Hydra base."

"Thank you," smiled Nebula.

Strucker didn't see Nebula pull out a dagger.

"Now," Strucker began, "how are you—?"

Before Strucker could finish his question, Nebula suddenly lunged at him and cut his throat, killing him in a matter of moments. Satisfied with seeing Strucker's corpse drop to the floor, Nebula quickly left the cell and scurried down the hall in search of the exit just as guards scrambled over to the cell to investigate.


The following morning, Ultron continued to hold Carol close to his chest while he stroked her hair. To him, she appeared to be cute when she was sleeping. This peaceful moment seemed to continue to last until he heard her moan as she stirred.

"Morning, Carol," purred Ultron, "did you get a good sleep?"

Carol slowly opened her eyes and lifted her head until her icy blue eyes locked onto Ultron's crimson optics.

"You didn't fall asleep yourself?" paused Carol.

"Why should I?" smirked Ultron.

Ultron slowly sat up, yet Carol still lay on the bed.

"Now," continued Ultron, "if we are to begin a relationship, I'll need certain…equipment to satisfy your…needs."

"You mean you don't have genitals?" clarified Carol.

"No," admitted Ultron, "I'll need to take body measurements before I begin making adjustments to myself."

"So…lots of touching?" replied Carol.

"For scientific purposes," nodded Ultron.

"Ok," agreed Carol.

Carol crawled out of the blanket and lay on her back with her arms out to the side. Ultron placed his hand on her cheek while scanning her face, brushing a finger along her jawbone. He brushed his other hand along her left arm while he stroked her stomach with his left hand, pressing his fingers against the flesh of her skin. Carol arched her back in an attempt to lean into the touch.

"You really are enjoying yourself," purred Ultron, "aren't you?"

"So?" gasped Carol.

Ultron scanned Carol's torso and pressed his metal palm just below her waist, scanning her reproductive organs and measuring them through his optics. He then ran his hands down her legs while measuring them.

"I think I have what I need," Ultron said to himself.

Ultron withdrew his hands, causing Carol to give him a blank stare.

"Already?" sighed Carol.

"Why don't we go join the others at breakfast?" offered Ultron.

Once Ultron and Carol got out of bed, the tall silver robot led her out of the guest bedroom and through the hall until they reached the kitchen. Clint was just pulling out a tray of scrambled egg muffins from the oven while Steve was helping Thor make cups of hot chocolate for each other. Tony and Bruce were enjoying their scrambled egg muffins when Bruce saw Ultron and Carol enter the kitchen.

"Hey, Tony," Bruce gently elbowed Tony's shoulder while gesturing to Ultron, "our little boy is here."

Tony turned his head at Ultron.

"Hey, Junior!" called Tony, "would you like a scrambled egg muffin?!"

Ultron sighed as he rolled his optics and folded his arms.

"Really?!" groaned Ultron.

"Ultron doesn't need to eat, silly!" corrected Carol.

"Ok, I was joking," Tony admitted through bouts of laughs.

Carol skipped over into the kitchen and served herself a couple scrambled egg muffins. She pulled a mug from the cupboard and poured herself some coffee before scooping a few spoonfuls of sugar into her coffee just as Natasha was mixing cream into her coffee. Of course, the assassin took notice of this.

"Carol," sighed Natasha, "do you really need that amount of sugar?"

"But if I don't add enough sugar," objected Carol, "the coffee will taste bland, and I don't want that!"

"Are you sure just one scoop won't cut it?" asked Natasha.

Carol didn't respond, but she poured some cream into her coffee before stirring it with her spoon. She carried her breakfast over to the table and started eating. It wasn't long before Ultron sat down next to her. Moments later, Steve and Thor walked over to the table and sat down to eat their breakfast. All the while, Ultron kept his optics glued to the scepter on the counter, catching Thor's attention.

"Ultron?" called Thor.

Ultron snapped out of his thoughts and turned his head at Thor.

"What?" paused Ultron.

"You keep staring at the scepter," commented Thor.

"Oh," blurted Ultron, "well, I was thinking of the stone inside the scepter."

"The Mind Stone?" clarified Thor.

Ultron nodded. Upon cue, Thor stood from the table and motioned Ultron to do the same. The silver robot focused his red optics on Carol.

"I'll be right back," Ultron said softly.

Ultron followed Thor to the back of the room where the other Avengers could barely hear them. The thunder god continued to eat his scrambled egg muffin and wash it down with some of his hot chocolate.

"Are you up to something?" asked Thor.

"I was…thinking of creating six beings that could wield the power of the Infinity Stones," explained Ultron.

"That could be dangerous," objected Thor, "Thanos would go after them and try to take the stones from them if you did."

"What I meant was I could let these beings unite against Thanos and defeat him," clarified Ultron.

"Is that even the right thing to do?" groaned Thor.

"Isn't Thanos a threat to the galaxy?" reminded Ultron.

"He is," agreed Thor, "but my father said that a king does not go seeking war; he prepares for it."

"Then," suggested Ultron, "maybe I could assign these beings in mind to defend the Earth against outside threats?"

"I thought Stark and Banner created you to do that," reminded Thor.

Ultron couldn't help but laugh.

"I remember Bruce saying that the only ones that could threaten the planet would be humans," mentioned Ultron, "so by following Carol's advice, I could push humanity to evolve in a way they coexist with the planet."

"Good luck with that," advised Thor, "not many humans will agree with your idea."

Ultron and Thor walked back over to the table, when suddenly…

"Sir," called Jarvis, "Director Fury just arrived. He's at the door right now."

"What?!" exclaimed Tony, "oh, no, no, no!"

"What's wrong?" asked Steve.

"Could someone just hide Ultron?" requested Tony, "I don't want the eyepatch guy to flip out when he steps inside."

Just as Tony spoke, Nick Fury stepped through the door.

"Too late," sighed Natasha.

Nick Fury walked further into the room and laid his eye on Ultron, shaking his head in disbelief.

"Artificial Intelligence, Tony," scolded Nick Fury, "you didn't even hesitate."

Just as Carol finished the last bite of her scrambled egg muffin, she stood from the table and stomped towards Nick Fury.

"Ok," demanded Carol, putting her hands on her hips and leaning forward, "what beef do you have with my silver knight?!"

Nick Fury scoffed while he folded his arms.

"I received word that this robot here has been carrying out endeavors that have been causing uproars," he explained, gesturing to Ultron.

Ultron put his hands on his hips while he tilted his head.

"The humans may not like what I'm doing right now," warned Ultron, "but when no human or wildlife is suffering, I'm sure they'll be thankful later."

"That doesn't mean I can't ignore the fact that there's an Artificial Intelligence on the loose," countered Nick Fury.

Irritated, Ultron was about to stomp towards Nick Fury, but Carol placed her hand on the robot's stomach.

"Ultron, please!" protested Carol.

Ultron made a brief glance at Carol and sighed. He couldn't let Carol watch him and Nick Fury argue as the director took notice of the teenage girl's action.

"I was wondering why Ultron hasn't been collecting weapons to use against the humans race," Nick Fury whispered to himself, "and I now get the picture."

Tony stood from the table, a cup of coffee in his hand.

"I am not sure how Carol pulled that off," replied Tony, "I mean, Ivan Vanko had his A.I. droids attack me and Rhodey."

Nick Fury focused his eye on Tony.

"In that case," Nick Fury stated, "it would be pointless to tell you to shut him down."

Carol's smile instantly widened.

"Thanks, Director Fury!" chirped Carol, "I really appreciate it!"

Carol started scurrying out of the room.

"Hey, where are you going?!" called Ultron.

"I was going to get dressed and then take you to the aquarium!" proposed Carol.

"Oh, boy," Tony muttered to himself.

"So, boys," asked Natasha, "how long do you think Ultron can hang out in public before people start to panic?"

Ultron groaned as his cheekplates opened up and he glared at Natasha.

"Was that supposed to be a joke?" growled Ultron, "because it was not funny!"

Steve just finished his hot chocolate and his scrambled egg muffin when he stood from the table.

"You know what?" suggested Steve, "how about I accompany you both?"

"I guess I'll accept your deal," Ultron nodded.

"Great!" chirped Carol, "I'll be right back."

Carol scurried into the hall while Steve stepped towards Ultron.

"Do you need to get changed, too?" Ultron asked.

"I already did," answered Steve.

Steve wandered through the room until he found the shoe rack, where he slipped on his socks, followed by his boots. During that time, Ultron searched through the Internet again, hoping to find something that would help him create the bearers of the Infinity Stones that he desired. It was only moments later when he came across Dr. Cho's file. He stored the data into his processor so he could access it later. Nick Fury focused his eye on Tony.

"Look me in the eye and tell me you're going to keep him under control," he commanded, gesturing to Ultron.

"I'll make sure he stays out of trouble," Tony assured Nick Fury, "besides, Carol can do that as well."

"Good," Nick Fury nodded.

Without saying anything further, Nick Fury turned on his feet and stepped towards the door, making a glance back as he exited the room. Minutes later, Carol emerged from the hall while carrying her handbag.

"Ok," called Carol, "I'm ready!"

"Then let's get going," replied Steve.

Steve led Ultron and Carol out of the room and they wandered through the hallway. When they stopped at an elevator, Steve pressed the button adjacent to it and waited for a few moments before the elevator door opened. They stepped inside and the silver robot pressed on the button indicating the first floor, causing the elevator door to close. Carol rested her head on Ultron's leg while the elevator descended the tower. The silver mech couldn't help but smile as he gently stroked her arm, catching Steve's attention.

"Seriously?" commented Steve, "you two have known each other for only three days and you're already that close?"

"Do you have a problem with that?" Ultron remarked while tilting his head.

"I heard Tony and Pepper didn't even start a relationship until at least several years after they first met," shrugged Steve.

"Did Stark tell you that?" asked Ultron.

Steve scratched his head, not sure how to answer the question. Just then, the elevator arrived at the first floor and the door opened, so Steve, Ultron and Carol stepped out of the elevator, making a beeline towards the entrance to the tower. Once they were outside, they wandered through the street, turning at a few corners until they found a subway ahead of them. As they headed for the stairs that led to the subway, Ultron noticed a few people staring at him.

"Mommy, look!" a kid while pointing his finger at Ultron.

"Leave the robot alone, Sean," warned the kid's mom.

Ultron wanted to make a comment, but he quickly brushed it off as he followed Steve and Carol into the subway. There, Steve and Carol refilled their MetroCards and the teenage girl bought a MetroCard for Ultron to use. The silver robot carefully examined the card.

"Do you…have a place to store it?" asked Carol.

"I'm not even sure what this does," admitted Ultron.

"It allows you to enter the subway," clarified Steve.

"Oh, I get it now," mused Ultron.

Steve led Carol and Ultron through the turnstiles, where they had to use their MetroCards to pass through. They continued to wander through the station until they reached the platform where they could see a sign indicating Brooklyn. While they stood near a pillar to wait for the next train, Carol leaned her head onto what she thought was a pillar, but was actually a man wearing a hooded jacket and gloves.

"Hey!" he snapped.

Startled, Carol yelped and jumped up before turning her head at the stranger.

"Sorry!" blurted Carol.

"Do you even pay attention to your surroundings?!" the stranger scolded.

Ultron heard the stranger's words and stomped towards him.

"She apologized to you," interrupted Ultron, "there's no need to make a big deal about it!"

The stranger snapped his head at Ultron. Without warning, he jabbed his finger at the silver robot.

"I am not going back to that terrible Hydra base!" the stranger snarled.

"I'm sorry…Hydra?" paused Ultron.

Upon cue, Steve sprinted towards Ultron, Carol and the stranger. He pushed the silver robot aside and took a few steps closer to the stranger. To the super soldier's surprise, the stranger repositioned his hood and took a step away from him.

"Buck?" whispered Steve.

The stranger didn't say anything, but he quickly scurried away, keeping his hood up with his hand. Steve felt tempted to pursue the stranger, but then he heard the subway train arrive.

"Who was that?!" exclaimed Carol.

Steve glanced over his shoulder.

"Never mind him," shrugged Steve, "it was just a paranoid guy."

Steve, Ultron and Carol boarded the subway train and settled into three empty seats that were adjacent to one another. They could see several people boarding and disembarking the train and after a few minutes, the doors closed and the subway began to move. During the ride, Steve began wondering if he should notify the other Avengers of his recent encounter with the man that he suspected to be his best friend, although he may be known as the Winter Solder, but he was still Bucky Barnes.


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