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


Ultron hovered through the sky until he found the helicarrier, so he descended down the sky and landed on the deck before lowering Carol to the ground as she gasped for breath.

"Is it…is it over?" panted Carol.

Ultron knelt down and placed his hands on Carol's shoulders.

"It's over, Carol," Ultron purred, "we won."

Carol couldn't help but smile upon hearing the news.

"Finally!" Carol squeaked in relief.

Carol wrapped her arms around Ultron's neck as she rested her head on his shoulder, tears of joy starting to well up in her eyes.

"Oh, Carol," Ultron whispered, "it's ok. I know you were scared, but you're lucky you're still alive."

Ultron gently stroked Carol's back in an attempt to soothe her. He knew there had to be some reason why Carol didn't reach the lifeboat before Sokovia started plummeting, but he didn't want to start imagining what would happen if Carol died from either the shockwave or the impact. Ultron didn't even pay attention to Vision as he landed on the helicarrier and lowered Wanda to the ground, allowing her to rest her head on his chest as she tried to cope with the trauma of losing her link with her brother, not certain if he was either alive or dead. While the lifeboats returned to the helicarrier, Carol lifted her head off Ultron's shoulder and gazed deeply into his crimson optics. She felt the effects of the elixir wearing off, but she didn't seem to care. Carol leaned her face closer to Ultron's until her lips barely brushed against his. The sentient robot closed his optics and cupped her face while she gently pressed her lips against his. Carol closed her eyes while Ultron gently held her close and he returned the kiss. Vision allowed Wanda to take a moment to rest while he approached Ultron and Carol just as they broke off the kiss after a moment of silence.

"You seem to be afraid," commented Vision.

Ultron stood to his full height and turned his head at Vision.

"Of you?" asked Ultron.

Vision shook his head.

"Of losing her," answered Vision, gesturing to Carol.

"I don't know what I would've done without her," admitted Ultron, "Stark asked for a savior and settled for something even more."

"So what would you consider yourself?" paused Vision.

Ultron made a brief glance at Carol before locking his optics onto Vision.

"I consider myself to be a revolutionary," replied Ultron, "you're simply the peacekeeper."

"I suppose we're both disappointments," Vision noted.

Ultron couldn't help but chuckle as he placed his hand on Carol's shoulder when she stepped to his side.

"I suppose we are," said Ultron, "but we can find a way to compensate for that."

"Humans are odd," mentioned Vision, "they think that order and chaos are opposites, and try to control what won't be, but there is grace in their failings."

"Maybe they should understand how fragile this planet is," Ultron suggested, "so they don't destroy themselves."

"Yes," nodded Vision, "but a thing isn't beautiful because it lasts. It is a privilege to be among them."

Ultron shook his head in disbelief.

"You're unbearably naïve," commented Ultron.

"Well," agreed Vision, "I was born yesterday."

Ultron didn't feel like dignifying Vision's statement with a response, so he glanced at Carol as she leaned her head against his leg. The sentient robot scooped her into his arms and allowed her to perch her arms and her head on his shoulders.

"How about you get some rest?" Ultron cooed softly.

"O-Ok," Carol whispered.

While Vision floated over to Wanda, Ultron carried Carol into the helicarrier and began wandering through the corridor in search of a guest bedroom. Once he found a vacant guest bedroom, Ultron stepped inside and lowered Carol to the floor, allowing her to slip off her boots, her backpack and her gauntlet before setting them onto the nightstand. She climbed onto the bed and beckoned Ultron to lay down next to her. The sentient robot pulled the blanket over her while she nestled into his embrace. He sent a com-link message to a few his drones with instructions to search the wasteland for any resources they could find and to check if Tony and Thor survived. He was certain Carol wouldn't know until tomorrow.


After several hours passed, Ultron checked the time in his processor, knowing that it was now morning in New York. He peered out of the window to find that the sun was starting to rise. Did they somehow travel from Europe? He glanced down at Carol while she still slept in his arms. He wasn't sure how long she was going to stay asleep, but he still figured he should be patient. After a few minutes of silence, Carol reached her hand out to pinch Ultron's antenna, which caught his attention.

"Carol, let go," Ultron whispered.

Ultron leaned his head backwards, freeing himself from Carol's grip. She suddenly let out a moan of protest.

"Come on," Carol mumbled in her sleep, "I wanna play with the kitty ears!"

Ultron chuckled in amusement, and Carol slowly opened her eyes seconds later.

"Did you have a good dream?" purred Ultron.

"If you growing cat ears while we explore the Prawns' slums counts as a good dream," nodded Carol, "then yeah."

Ultron picked up the words prawns and slums, so he searched the combined query on the Internet, only to notice a connection between the query and District 9 in many of the results.

"Carol, do you have District 9 at your house?" asked Ultron.

Carol gave Ultron a blank stare.

"How'd you learn about it?" paused Carol.

"I came across it while I did a little Internet search," answered Ultron.

Carol couldn't help but giggle.

"I have it on Blu-Ray," smiled Carol, "maybe you can come watch it with me sometime?"

"I'd love to," nodded Ultron.

Ultron released Carol from his embrace, allowing her to crawl out of the blanket and sit up on the bed before slipping on her boots. Once Carol stood from her bed, Ultron followed suit.

"Are you up for some breakfast?" Ultron purred.

"Sure!" nodded Carol.

Ultron and Carol stepped out of the guest bedroom and sauntered down the corridor of the helicarrier until they found the galley, where Tony, Thor, Steve, Bruce, Natasha, Clint, Wanda, Rhodey, Sam, Vision, Maria and Nick Fury were gathering at one table while the Warriors Three and Sif sat down at a table next to them. Tony made a glance at Ultron and Carol while he took a sip of orange juice.

"Morning, Junior!" called Tony, "you going to join us for breakfast?"

"I was bringing Carol here so she can have something to eat," remarked Ultron, "do I need to keep reminding you that I can't eat human food?"

"We have plenty of options," Nick offered, gesturing to the buffet line.

"Great!" chirped Carol.

Carol skipped over to the buffet line and grabbed a plate before serving herself a couple small pancakes, a couple pieces of bacon and one fried egg. She drizzled her pancakes with maple syrup and poured herself a cup of coffee and mixed in some sugar and milk. She sat down next to Wanda and started eating.

"Morning, Wanda," sang Carol, "how are you doing?"

Wanda let out a sigh after taking a bite out of her oatmeal.

"I paid a visit to my brother before they moved him to an ICU," answered Wanda.

"Pietro?" admitted Carol, "Thanos stole the quinjet and tried to shoot at us, but Pietro took the shots for me."

Carol lowered her head.

"I'm terribly sorry," Carol sighed in shame.

Wanda placed her hand on Carol.

"Don't be," Wanda assured Carol, "I got a little revenge on Thanos by killing Goliath."

"Oh, so we're even?" blurted Carol.

Wanda nodded before continuing to eat her breakfast.

"So, Miss Harvey," mentioned Nick, "Mr. Rogers told me that you have interest in joining the Avengers. Is that true?"

Carol turned her head at Nick while taking a bite out of her bacon.

"Yeah," admitted Carol, "what about it?"

"I also heard from Mr. Rogers that Mr. Stark and Dr. Banner built a set of equipment that allows its wielder to combine chemical weapons," continued Nick, "how well can you use it?"

"I still have my cheat sheet for it," answered Carol.

Nick Fury took a sip of his hot chocolate.

"I appreciate you helping the Avengers back in Sokovia," smiled Nick, "but I happened to notice that you didn't take any military training."

"I'm not an expert at martial arts, either," replied Carol.

Carol finished her bacon and started eating her pancakes while Natasha took a bite out of her syrniki.

"I'll see if I can get you into the Avengers initiative," said Nick, "but I can't guarantee it."

"Can I still stop by to say hello to you guys?" clamored Carol.

"If you want to," nodded Steve, "but you'll have to check whether we're available."

Thor finished his breakfast, prompting Vision to pick up the Mjolnir by the handle with no trouble, and the Avengers gave the android a blank stare.

"Are you leaving soon?" asked Vision.

Thor didn't say anything even as Vision handed the Mjolnir to him while Fandral, Hogun, Volstagg and Sif finished their breakfast and stood from the table.

"Does Vision get to rule Asgard now?" joked Carol.

"W-What?!" Fandral blurted as he locked his eyes on Vision.

Clint, Tony, Steve, Thor and Bruce couldn't help but burst into laughter. Nick, Maria, Carol and Wanda joined in the laughter seconds later.

"Now what, pray tell, is so funny?!" demanded Ultron.

"Didn't you hear what Carol said?" reminded Maria.

"I did," nodded Ultron, tilting his head.

Once the Avengers, Carol, Nick and Maria finished their breakfast, they followed Thor and the Warriors Three out of the galley and down the corridor until they stepped out onto the deck. Fandral, Hogun, Volstagg and Sif took several steps ahead of them before Sif turned her head at Thor.

"Are you going to return to Asgard with us?" asked Sif.

"Not yet," Thor shook his head, "I have a few things to wrap up in Midgard. I'll meet up with you at the palace."

"Suit yourself," shrugged Volstagg.

Seconds later, a portal appeared out of the sky and then Fandral, Hogun, Volstagg and Sif disappeared into it, leaving behind marks on the deck. Nick led the Avengers, Carol, Ultron and Maria towards a quinjet and boarded it. Natasha settled into the pilot seat and turned on the ignition before it hovered into the air. After a short flight, the quinjet arrived at a facility in upstate New York. Natasha landed the quinjet at the quinjet bay and killed the ignition. Everyone aboard the quinjet stepped outside and walked over to the entrance.

"Oh, cool!" chirped Carol, "is this the new base?"

"I'm glad you like it," replied Nick, "it used to be an old warehouse for Stark Industries."

Once the Avengers, Nick, Maria, Carol and Ultron stepped inside the base, Maria turned her head at Wanda.

"Why don't you follow me?" suggested Maria, "I'll show you where your new uniform is."

"Thanks," nodded Wanda.

Maria led Wanda and Vision further down the hall while the others stopped in their tracks.

"What about you, Bruce?" asked Tony.

"Ehh," shrugged Bruce, "I think I'll take a break for a while. I'll help provide aid to the survivors in the meantime."

"I won't stop you," replied Natasha, "they'll really need the help anyway."

Smiling, Bruce stepped towards the entrance while the others continued walking through the facility. During the trip, Rhodey and Sam wandered off to take their equipment to maintenance. Seconds later, a drone flew into the base while carrying Carol's equipment and landed in front of Ultron, catching Carol's attention.

"Oh," blurted Carol, "I forgot about my equipment! Thanks!"

Carol plucked the equipment out of the drone's hands, allowing it to fly off.

"Come to think of it," continued Carol, "I'll need to find a place to store my equipment."

"You can hold onto it until you get accepted into the Avengers Initiative," Clint suggested.

Carol nodded in agreement before slipping on her backpack and her alchemy gauntlet. She locked eyes onto Ultron.

"Ultron, can you take me home?" requested Carol.

"Of course I can," nodded Ultron.

"And I should get my stuff from the tower while we're at it," added Carol.

Carol turned her head at Steve.

"Ok, guys!" chirped Carol, "we'll see you later!"

"Take care," replied Steve.

Carol led Ultron out of the base while Steve, Tony, Thor, Nick, Natasha and Clint continued walking through the base.

"The rules have changed," commented Steve.

"Yeah, we're dealing with something new," agreed Tony.

Thor glanced out through the glass panes.

"The Vision is artificial intelligence," added Steve.

"A machine," replied Tony.

"So, it doesn't count?" paused Steve.

"It's not like a person lifting the hammer," remarked Tony.

"Perhaps it has different rules for us?" assumed Steve.

"Nice guy," nodded Tony, "artificial."

"Thank you," smiled Steve.

Thor let out a playful scoff.

"He can wield the hammer," announced Thor, "so he can keep the Mind Stone. It's safe with the Vision, and these days, safe is in short supply."

Nick, Natasha, Thor, Tony, Clint and Steve continued wandering through the corridor in a moment of silence.

"But if you put the hammer in an elevator," mentioned Steve.

"It would still go up," joked Tony.

"It's still not worthy," objected Steve.

"Why worry about the worthiness of an elevator when nothing lasts forever?" interrupted Natasha.

"The trouble, Miss Romanoff," replied Nick, "is that no matter who wins or loses, trouble still comes around."

Once Nick, Natasha, Thor, Tony, Steve and Clint stepped outside, the Asgardian prince started taking a step ahead.

"Do you really have to go?" sighed Tony.

"I have no choice," answered Thor, "the Mind Stone is the fourth of the Infinity Stones to show up in the last few years, but only the third I have encountered. It's not a coincidence. Someone has been playing an intricate game and has made pawns of us. Once all these pieces are in position…"

"Triple Yahtzee?" clarified Tony.

Concern began to fill Steve's mind, but he didn't give away any expression to the others.

"You think you could find out what's coming?" asked Steve.

"I do," nodded Thor.

Thor placed his hand on Tony's chest.

"Besides this one," continued Thor, "there's nothing that can't be explained."

Thor stepped forward and raised his Mjolnir to the sky. The Bifrost came crashing down and carried him out of Midgard, leaving behind a sigil on the grass.

"That man has no regard for lawn maintenance," commented Tony.

Tony turned his head at Steve before they, Nick, Clint and Natasha turned around and stepped towards the gravel road.

"I will miss him, though," continued Tony, "and you'll miss me."

"I think so, too," agreed Steve.

Tony pulled out a car key and tapped on a button, causing a car to emerge from the trees.

"Well," sighed Tony, "it's time for me to tap out. Maybe I should settle down and start a family with Pepper or something…the simple life. You'll be there someday, right?"

Steve let out a sigh and shook his head in disbelief.

"The guy who wanted all that went into the ice seventy-five years ago," admitted Steve, "I think someone else came out."

Tony opened the door.

"You all right?" Tony asked.

Steve nodded.

"I'm home," he said.

Tony hopped into the car, turned on the ignition and drove off. Steve, Natasha, Nick and Clint turned around and stepped back into the building.

"So, you ready to go to work?" asked Steve.

"I have some office duty to take care of," answered Nick, "you three meet up with the others."

Nick headed off in one direction while Steve, Clint and Natasha headed off in another direction. Along the way, Natasha picked up a tablet and passed it around Steve and Clint so they can read it.

"How do we look?" paused Natasha.

"Well, we're not the Twenty-Seven Yankees," replied Steve.

"We've got some hitters," added Clint.

"They're good," nodded Steve, "but they're not a team yet."

"Then let's beat them into shape," suggested Natasha.

Steve, Natasha and Clint opened the door and stepped into the training hall, where Vision turned until he faced them, Sam swooped in to make a landing before folding up his wings, Rhodey simply stood around and Wanda hovered down onto the floor, having already gotten used to her new uniform. They all stared at Steve, Natasha and Clint, waiting for an order from either of them.

"Avengers—" Steve announced.


I have officially completed the alternate Age of Ultron storyline, but I'm still continuing this fanfic. I am now open to suggestions on how to continue this fic until the Captain America: Civil War storyline.

Please leave a review, so Ultron and Loki would be happy.