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


Carol, Ultron and Captain America headed outside the building and made a beeline towards the garage, where the super soldier pulled out the motorcycle.

"I hope we're not too late," Carol said to herself.

"I could scan the city in the air and let you know if there are any members of Hydra nearby," Ultron suggested.

"That'd be helpful," Captain America admitted as he began to prepare the motorcycle, "Carol, would you like to ride with me?"

"Sure!" Carol nodded.

Carol hopped onto the motorcycle and embraced herself to Captain America's shield so she wouldn't fall off. The two took off down the road, Ultron soaring high up into the sky, scanning around the city, trying to track down potential Hydra members. Of course, they still had to find Bucky, so Carol used her smart phone's GPS to guide Steve to the destination where Bucky might be located. Steve continued down the road, Carol's smart phone letting him know to turn as Ultron continued to scan the city. So far, so good. Everything looked clear…but when they arrived at the East New York freight tunnel, they saw two adults standing at the entrance, checking if the coast was clear. They disembarked the motorcycle and ducked behind a wall before examining the couple carefully. Before them stood a man and woman in green and faintly tan armor, the woman with teal pants and thigh-high black boots, with flowing locks of reddish/blonde hair and a large chest plate over her chest. The man had large black gloves and a face with sharp scars over his stubbled face, and large thick black boots, both of them holding aloft heavy duty pistols as they looked around while Carol and Steve hid behind a wall.

"Hydra agents?" he murmured.

"If we're going to save Bucky," whispered Carol, "we might have to distract these guys."

Captain America frowned a bit before realizing…

"Carol, do you think Ultron could distract them?" he asked.

Nodding in agreement, Carol pulled out her message app and sent a text to Ultron:

{We got a Hydra couple at the entrance. Could you move them out of the way?}

Reading the text across his eyes, Ultron nodded, sending a text back as he barreled down at the two blocking the entrance, landing expertly as he folded his arms over his chest.

"And what, pray tell, are you two doing here? That weaponry is military-issue…" demanded Ultron.

The woman aimed her heavy duty pistol at Ultron.

"Stay out of the way," she warned, "we have business to take care of!"

Ultron looked amused at this, tilting his head to the side.

"You think that little thing scares me?" remarked Ultron.

As Ultron stepped forward in an attempt to force the couple to step back, Carol snapped a picture of them, reminding herself to send the picture to Ultron once Bucky was safe. The couple fired on him, Ultron barely dodging as he frowned. They packed a surprisingly powerful punch.

"You added illegal modifications to it, eh?" commented Ultron.

"We're already assassins, you think weapon modding charges scare us?" the male asked with a sneer.

"Then you're not going anywhere into that tunnel," declared Ultron, "it's off limits. If you disagree, I will have to force you."

"You don't scare us!" the assassins snapped.

They fired at Ultron as he reeled back, then held up his hands as they pulsated and throbbed, magnetic waves shooting forth as their guns twitched and shook, realizing he was pulling their guns away! The assassins tried to hold onto the guns, but they were yanked out of their hands.

"Ok, now's our chance!" Steve announced.

Carol and Captain America rushed forward out of the alley, fists held high as Ultron grinned. The two assassins barely had time to react as two fists slammed into their faces, knocking them clean off their feet. Carol turned her head at the assassins.

"See you, suckers!" Carol sang while sticking her tongue at the assassins.

Without hesitation, Carol and Captain America sprinted into the tunnel. As they raced on in, Ultron flew in after them, his optics scanning ahead.

"We're going to be intersecting with the East New York Freight Tunnel. It has been long since abandoned and is crumbling and ravaged. If someone was trying to hide in New York, it'd be a fine place to hide," he remarked as the air grew stale and musty the deeper in they went.

"I don't think we even have time for history lessons right now," Carol panted as she continued to sprint.

"Make a right turn down here is what I'm saying," Ultron advised as he pointed to the right, at a barely-blocked-off deep, musty-looking entrance as a chill wind blew through the air.

Nodding in agreement, Captain America and Carol darted right through the entrance. Little did they know, the assassins were in pursuit. As Ultron, Captain America and Carol made their way through the tunnel, a set of loud noises yelled through the air as they turned to look behind them.

"They're still coming after us? Wow, they're persistent," commented Ultron.

"I guess the distractions at the entrance weren't enough," replied Captain America.

While sprinting, Carol tapped on the screen of her gauntlet and whipped up a chemical combination. She activated the disk and threw it at the assassins. In a matter of seconds, the disk exploded, trapping the male assassin's foot in putty which stopped him in his tracks and he fell to the ground. While he struggled to free himself, the female assassin groaned in frustration and turned to help free him from the putty trap, allowing Steve, Carol and Ultron to get away.

"Smart girl," Ultron chuckled.

Ultron, Steve and Carol continued to sprint through the tunnel.

"I'm detecting life signs," Ultron said, his optics flashing as he pointed down, deeper and deeper into the waiting tunnel as Carol and Captain America looked at him, "a single life sign."

"Can't you tell anything more?" clamored Carol.

"From my scanners? No, not yet," Ultron admitted.

"That might be Bucky," replied Steve, "we should keep going."

All of them headed closer and closer towards a large archway in the tunnel, into pitch-blackness, Carol holding up her smart phone to use as a flashlight as they got closer and closer to the life sign. After about ten minutes, they saw something faintly glowing up ahead, and sure enough…there was Bucky, hands over a fire, looking up at them all as he blinked in surprise at seeing Captain America, who took off his helmet.

"Buck?" Steve asked, "do you know who I am?"

"Your mom used to stuff your boots with newspapers," Bucky chuckled.

Steve couldn't help but smile.

"Hey, Bucky!" Carol chirped as she waved her hand, "are you doing ok?"

Bucky warmly smiled back as he rose up but nervously looked Ultron over.

"You, um…your friend?" he asked quietly while pointing at Ultron, "who's this?"

"That's my boyfriend, Ultron," smiled Carol.

"He's your boyfriend?" Bucky asked, "um…how does that…well, work? I mean…wouldn't…you know…"

"I assure you, I am completely affectionate," Ultron remarked.

"Oh," blurted Bucky, "well, good news is that I didn't get captured yet. The bad news is that Hydra knows where I am."

Carol scratched her head.

"Yeah, that's not a good sign," sighed Carol.

"I'm currently on the run, but I can't really show my face in public," Bucky admitted, "I don't suppose any of you could help me?"

"You need to get to a country with very lax security screenings," Ultron remarked, "luckily, there is a flight to Bucharest within an hour. We could arrange passage for you."

Carol beckoned Ultron to glance at her.

"Good idea," replied Carol, "but we'll have to deal with security at the airport first, wouldn't we?"

"I can handle that," Captain America assured Carol as he gave them a smile, "and I think I know exactly how."

Captain America, Ultron, Bucky and Carol quickly sprinted through the tunnel, zipping past the assassins and made their exit. Steve and Bucky rode down the street on the motorcycle as Ultron flew Carol over the city. They soon arrived at the entrance to the airport and headed inside. Soon, Captain America stood in front of the security office.

"Excuse me!" he called.

The guards inside opened the door and glanced at Steve.

"Oh my god! Captain America?!" one of them gasped.

"I gotta get your autograph, my kid's the biggest fan!" a second one insisted.

Steve smiled in response as one of the security guards pulled out a notebook. Unbeknownst to them, Ultron had arranged a ticket for "Richard Barnes", who was now slinking past the security office from behind, managing to slide on into a service entrance which would take him right to a bathroom close to the airport terminal he needed to go. Now, he'd have to break in…

But that was easy. He simply crushed the door handle in his mechanical arm and slid on in, breathing a sigh of relief as he made his way through the hallway as quickly as he could, Ultron and Carol showing up behind Steve to further distract the guards.

"We saw you on TV!" one of the guards exclaimed.

"Can we have your autograph too, sir?" one asked Ultron.

Ultron couldn't help but chuckle.

"Oh, you saw us fighting in Sokovia?" Carol told the guards.

"Oh, absolutely!" the guard answered as they all nodded and agreed, holding out their notepads and pens.

Smiling, Carol and Ultron took the notepads and signed their names.

"You were amazing!"

"I can't wait to tell my kids about this!"

"Can we get your picture together?" One of the guards inquired, holding a phone up.

Ultron and Carol exchanged glances for a moment before returning their focus on the security guards.

"Sure!" chirped Carol, "why not?"

Ultron lifted Carol into his arms and she leaned onto his face.

"Alright then! One…two…" the guard said, the others moving back, "three!"

CLICK! The picture was taken as the guard grinned in delight.

"Oh man, my kids are gonna flip!" he chirped.

"I'm sure they'll like it," agreed Ultron.

As they bid the guards farewell, waving goodbye, the two got a "beep" on Carol's phone and looked down, a simple text message on display.

{Got to the plane. Thank you.}

Carol smiled warmly as Steve breathed a sigh of relief.

"He's going to be ok," said Steve.

Ultron, Carol and Steve started to walk towards the entrance of the airport.

"I really appreciate your help, Mr. Rogers," smiled Carol.

Once they stepped outside the airport, Ultron scanned the area to ensure there weren't any Hydra members around. However, Carol saw a bee flying out of a nearby flower and starting to buzz around the trio, so her eyes widened in fear and she screamed as she hugged Ultron's leg tightly, catching his attention.

"Are you ok?" Ultron asked, concern filling his optics.

"Get it away from me!" shouted Carol.

Ultron scanned the surroundings again.

"Strange," Ultron said to himself, "I don't detect any threats."

It was then Steve saw the bee buzzing around them.

"No," Steve replied while he pointed at the bee, "but I see a bee."

After examining the bee for a few seconds, Ultron glanced down at Carol.

"You're…afraid of bees?" paused Ultron.

"A-And wasps," whimpered Carol, "I climbed a tree with a beehive one time. I didn't even know the beehive was there until I stepped on the branch that held it."

Once she finished her brief speech, Carol buried her face into Ultron's leg, so he gently stroked her back.

"Oh, Carol," he cooed, "it's ok. It's just checking us out."

Carol didn't respond, but she still clung onto him in a moment of silence until the bee buzzed off somewhere else.

"It's ok, Carol," Steve announced, "it's gone, now."

Breathing a sigh of relief, Carol released her embrace before following Ultron and Steve into the parking lot.

"So what happened after you stepped on the branch?" asked Steve.

"All I could remember was falling off the tree with the beehive and the bees swarmed all over me," answered Carol, "I had to be taken to the hospital after that."

Ultron placed his hand on her shoulder.

"At least you're still alive," he assured Carol.

Nodding in agreement, Carol held her smart phone in front of her face and scrolled to her photo gallery until she reached the picture of the assassins, catching Ultron's attention.

"Oh?" paused Ultron, "you took a picture of the humans tracking down Bucky?"

"Yeah," nodded Carol, "can you try to identify them?"

Carol held out her smart phone in front of Ultron, allowing him to scan the picture. After that, he did a quick search on the Internet. His search led him to a few websites that held a few files about the humans in the picture.

"Interesting," mused Ultron, tilting his head, "they're Charlie and Hilda Ramirez."

"What did you find about them?" asked Steve.

Ultron placed a finger on his chin and glanced at Steve.

"They're a mix of assassins and bounty hunters," explained Ultron, "I heard that they're paid for hire."

"So, someone paid them to capture Bucky?" clarified Carol.

Ultron nodded. Steve hopped onto his motorcycle.

"If that's the case," advised Steve, "if you come across them again, don't tell them anything about Buck, ok?"

"You got it," nodded Carol.

Carol and Ultron took a step back, allowing Steve to ride out of the airport. Since they were left behind, the silver robot turned his head at Carol.

"How about I take you home?" purred Ultron.

"Sure!" chirped Carol.

Ultron scooped Carol into his arms and took off into the sky, soaring over the city and barreling towards the apartment building. Once he landed on the balcony, he lowered Carol to the floor, allowing her to open the sliding door. Before she could step inside, she turned her head at Ultron.

"Maybe we could go on another date tomorrow night?" requested Carol.

"I'm not so sure on tomorrow night," answered Ultron, tilting his head, "but we could go on another one two nights from now."

"Great!" chirped Carol, "I'll see you later!"

Carol skipped into the apartment while Ultron took off from the balcony. He knew he had some personal objectives to carry over.


I'm still open to suggestions on how to continue the fanfic.

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