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


When Carol slowly opened her eyes in the morning, she reached out to grab her smart phone from the nightstand. She groaned softly when she learned that it was now nine fifty-six. Last thing she remembered before falling asleep was that she was playing a puzzle game on her smart phone where she had to combine numbers in a tetris style setting until Ultron persuaded her to get some sleep at two thirty in the morning. Still, she had to get her day started, so she rolled out of bed and ambled into the kitchen. There, she checked the coffee maker and poured some coffee into her cup. The coffee was barely warm, so she microwaved the coffee for a few seconds. After that, she pulled out a couple pieces of toaster scrambles and popped them into the toaster before setting off to add sugar and milk to her coffee. While she waited for the toaster to finish heating her toaster scrambles, she noticed Ultron watching Animal Planet in the living room. Still, she didn't say anything just as the toaster popped out the pastries, so she placed them onto a small plate and carried her breakfast over to the table before she started eating. The next few minutes were quiet until Ultron turned his head at Carol.

"Morning," sang Ultron, "did you get a good night's sleep?"

Carol took a bite out of her toaster scramble and focused her eyes on the silver robot.

"I slept ok, I guess," answered Carol.

Ultron stood from the couch and stepped into the kitchen before he sat down next to Carol. Still, she continued to eat her breakfast while she browsed the calendar app on her smart phone. She noticed a certain event that would take place two days from now, so she tapped on it to examine the details.

"An…insect exhibit?" Carol said to herself.

"Oh, that," blurted Ultron, "I'm going to volunteer at that event."

Carol turned her head at Ultron.

"Really?" warbled Carol.

"You're welcome to come along if you'd like," offered Ultron.

"Uh," stammered Carol, "are there going to be any bees there?"

Sighing, Ultron placed his hand on Carol's shoulder.

"Carol, I understand you are frightened of bees," replied Ultron, "but they have an important role in nature that benefits all of wildlife, mostly. I figured that if you learn more about them, it might lessen your fear of them, even if it's a little bit."

Carol turned her head away and took a sip of her coffee.

"Would that…really help?" muttered Carol.

"Oh, I'm sure it will," Ultron assured Carol.

Carol smiled before she finished her breakfast. After she loaded up the dishwasher and activated it, she scurried over to her room where she changed into a pair of cargo shorts and a tank top. She slipped on a pair of sandals and stashed her items into her handbag before leaving her bedroom.

"So how's your base coming along?" asked Carol.

"It's almost finished," answered Ultron, "in the meantime, I'm handpicking a few drones to supervise certain departments of my personal organization."

Carol tilted her head and placed a finger on her chin.

"Why not just start a blog that can allow visitors to express their opinions on your list of issues for free," suggested Carol, "that way you can create some charts out of the statistics so you can understand which humans agree with your point? I'll help you promote it on my Twitter and my Tumblr."

Ultron smiled and placed his hand on Carol's shoulder.

"I welcome it," said Ultron, "would you like me to introduce you to my handpicked drones here?"

"Why not we do that at Mr. Stark's place?" insisted Carol.

Ultron tilted his head, sending a message to his drones before he nodded.

"All right," said Ultron.

Ultron led Carol towards the sliding door, where he opened it before they stepped out onto the balcony. He lifted her into his arms and took off into the sky. While flying over the city, he barreled towards the Avengers Tower. He landed on the deck before he lowered his girlfriend to the floor and led her into the lounge. Tony wasn't in there but they could see a red-haired woman browsing a nearby bookshelf.

"Wait, is she…" Carol said to herself.

Ultron put up a hand, halting Carol's words before taking a few steps forward.

"Excuse me, ma'am," called Ultron, "are you Virginia Potts?"

Pepper paused in her tracks and turned her head at Ultron.

"Just call me Pepper," she advised, pointing at Ultron, "you must be Ultron, right?"

"And I'm his girlfriend, Carol!" Carol chirped while waving her hand in a friendly manner.

"Nice to meet you," smiled Pepper.

Carol skipped over to the bookshelf while Pepper returned to browsing the bookshelf.

"So, what you looking for?" clamored Carol.

"I'm just trying to see if we have any books on cats," answered Pepper.

"Cool!" chirped Carol, "are you and Mr. Stark going to adopt a cat?"

Pepper let out a soft chuckle.

"No," replied Pepper, "but Dr. Banner brought over some kittens. He said that he was going to foster them."

Upon hearing the word kittens, Carol's mind began to fill with excitement. She grinned and brought her hands closer to her chest.

"Oh, I love kittens," smiled Carol, "they're so cute! Where can I find them?"

"Dr. Banner is looking after them in the lab," said Pepper.

"Thanks!" chirped Carol.

Carol stepped away from the bookshelf, allowing Pepper to continue browsing it while the teenage girl approached Ultron.

"Maybe Dr. Banner knows where Stark is," Ultron said to himself.

Ultron and Carol left the lounge and wandered through the hallway until they stopped at the entrance to the lab. Inside, Bruce was holding a kitten in his hands while the other few kittens were climbing his legs. At the same time, Tony was working on his upgrade for his suit. Ultron was about to knock on the door when he noticed that it was already open, so he led Carol inside.

"Morning, Mr. Stark!" Carol chirped as she waved her hand.

Bruce turned his head at Carol.

"Morning, Carol," replied Bruce.

Tony stopped what he was doing and turned his head at Ultron.

"Oh, no," groaned Tony, "no, no!"

"What?" paused Ultron.

Tony held his head. Apart from upgrading his suit, he didn't really have much scheduled. He didn't even feel prepared for Ultron's sudden arrival.

"Junior, why are you here?!" demanded Tony.

"Carol said that she wanted to stop by to say hello," explained Ultron.

Tony glanced at Carol before he sighed and shook his head in disbelief.

"Hi, Carol," Tony groaned, "how's your morning going?"

"Eh, I guess my morning was a little sluggish," chuckled Carol.

"As in she was engrossed in an iPhone app last night," added Ultron.

Carol scowled and placed her hands on her hips while staring deep into Ultron's red eyes. Ultron, despite lacking the human capacity for losing control of his own facial expression, couldn't stop the many metal segments of his face from reshaping into a grin as he held his hands up in a placating gesture.

"Hey now, don't blame me for telling the truth, blame the guy whose big mouth I happened to inherit," he tilted his head in Tony's direction, laying blame on his creator.

Carol glanced at Tony and giggled.

"Yeah, good point," admitted Carol.

Carol turned on her heels and approached Bruce before kneeling down and scooping up one of the kittens.

"Aww," cooed Carol, "isn't this one a cutie?"

While Carol had her back to them, Tony and Ultron exchanged glances. Tony held his arms out to his sides and mouthed silently 'throw me under the bus' while Ultron shrugged innocently. The silver robot stepped over to Carol's side and knelt, one of the many concealed cameras planted throughout his body picking up Tony's expression of faux hurt. When the kitten glanced up at him, Ultron tenderly extended one finger and brushed the tip ever so gently between the kitten's ears, understanding from a quick glance at the Internet that this was something most feline typically found appealing. Happy purring filled the air while Bruce was dangling a mouse toy in front of a few kittens. Ultron tilted his head, his audio processors picking up the purring.

"So these kittens grow up entirely outside of their natural environment and they just…imprint on humans?" Ultron said to himself, "even complete strangers?"

The concept was mind boggling to him, but he wouldn't admit that this was mostly because there were few (translation: none) humans besides Carol who he could imagine growing on him quickly enough for a single encounter to make him love them. But if such innocent creatures could find companions in humans in spite of centuries of less than preferable treatment prior to the twentieth century, perhaps there was another ounce of hope for the species.

That ounce was removed when another quick Internet search revealed that some human countries ATE these innocent little creatures.

"Carol, remind me to add 'end animal cruelty' to my list," Ultron requested, flawlessly concealing any anger he felt at the revelation so as not to worry his girlfriend.

Carol turned her head at Ultron and smiled.

"You got it, my Silver Knight," nodded Carol.

Ultron let the kitten climb up onto his palm and he carefully held it as he stood up.

"So, Dr. Banner, have you gotten around to naming any of these yet? Oh, because as a heads up, if you haven't, I'm just going to call dibs on naming this one," Ultron asked.

Tony crossed his arms and rubbed his chin.

"Kitty Overlord 5000?" he proposed.

Ultron narrowed his optics at Tony.

"Youuuu would do well not to tempt me, pops," Ultron warned Tony.

"Too late, the name's sticking with me," Tony grinned.

Ultron rolled his optics.

"I'm the machine and yet you're the one who needs an off switch," he shook his head and looked at Bruce, "my old man's uncontrollable desire to rain on my parade aside, seriously: does this one have a name yet?"

"I was thinking of naming this one Betty," answered Bruce, gesturing to the orange tabby kitten.

While Carol was brushing her finger over the kitten's head, she heard the sound of metal footsteps approaching her lab, so she turned her head and saw three drones entering the lab.

"Hey," chirped Carol, "Ultron's buddies are here!"

"Fashionably late as I'd expect them to be," Ultron commented, cradling the newly christened Betty as he walked over to the trio.

"Alpha, Tek, Turrican, sound off!" Ultron instructed.

Each drone's head tilted up and their optics lit up bright blue.

"Alpha, reporting."

"Tek, reporting."

"Turrican, reporting."

Ultron nodded and looked towards Tony and Bruce.

"Gentlemen, say hello to the department heads of my little organization," he said, stroking Betty, "not exactly on my level but I didn't want to, oh say, create an AI strong enough to supplant me and take over my systems the moment it took a look at your internet and decided to emulate me from when I was an hour old."

Ultron glanced at Carol.

"Wasn't I a rambunctious little rascal back then?" he asked, chuckling.

"A bit," Carol admitted, leaning her head onto Ultron.

Smiling, Ultron stroked Carol's shoulder with one hand while holding Betty in the other. After a moment, they sat down and lowered the kittens in their hands to the ground. While Carol grabbed a nearby cat toy, Pepper stepped into the room with a book about cats in her hands.

"Alpha, you can add 'construct animal shelters' to your list of primary goals," Ultron instructed the drone.

"Affirmative, calculating most efficient method of establishing proper facilities," Alpha replied stiffly.

Ultron shook his head in disbelief.

"Remind me to program some personality into these three the next chance I get," sighed Ultron.

Carol gently set down the kitten and pulled out her smart phone before jotting down some notes in her note app.

"Junior, you do realize that there are already animal shelters in existence, right?" reminded Tony.

"Animal shelters that have an unfortunate habit of putting down what they can't adopt to a new family," Ultron pointed out, "how ironic that the Humane Society practices that, right? Of course they wouldn't advertise that or they'd look a lot less appealing. Appearances, appearances…"

Carol sighed as she sat down and scooped a kitten into her lap and started petting it.

"Yeah, fair point," agreed Carol.

Upon cue, Pepper sat down in a chair next to Tony and opened the book of cats, catching the billionaire's attention.

"Oh, cool!" commented Tony, gesturing to a picture in one of the pages, "is that a Japanese Bobtail?"

"Yes," nodded Pepper, "but you could get ideas on cat-proofing the tower if you read through the entire book."

"Ugh, homework," Tony sighed.

Tony took the book out of Pepper's hands and started reading it. Carol felt that this was her chance to bring up an idea of her own.

"Maybe I can show Mr. Stark my cute little Snoofles?" suggested Carol.

"Carol, I…" stammered Ultron.

Ultron wanted to try to point out something, but he clearly forgot what he wanted to say. He cursed to himself, suspecting that his processor might have glitched out for a moment. Still, he took a moment to try refreshing his memory when Carol gave him a blank stare.

"What is it?" paused Carol.

Ultron snapped out of his thoughts and focused his optics on Carol.

"Maybe Mr. Stark might have a busy schedule at the moment," Ultron said.

Tony ignored Ultron as he continued to read through the book. Carol pulled out her smart phone while the kitten sat in her lap and she opened the Internet app before she started watching videos on YouTube. Ultron sat down next to her and glanced over her shoulder.

"Are those…auroras?" paused Ultron.

Carol felt a chill sent down her spine and turned her head at Ultron.

"Y-Yeah," nodded Carol, "aren't they pretty?"

Ultron made a quick Internet search, taking a few moments to read important scientific articles about auroras.

"Carol," asked Ultron, "did they teach you about the science of this phenomenon in school?"

"Well," admitted Carol, "I learned that auroras are created from solar wind colliding with the magnetic field."

Smiling, Ultron placed his hand on Carol's shoulder.

"I could think of the amount of energy inside these interesting lights," mused Ultron.

"So you're saying you want to find a way to make energy out of auroras?" clarified Carol.

Ultron couldn't help but chuckle, which caught Bruce's attention.

"Oh, boy," muttered Bruce.

"What?" groaned Tony.

"Our creation is coming up with crazy ideas," explained Bruce.

Ultron turned his head at Bruce.

"They may sound crazy to you," Ultron objected, pointing at Bruce, "but if it does work, I'm sure you'll thank me later."

Bruce chuckled and returned to playing with the kittens while Tony returned to reading through the cat book. Pepper started sorting through the files in the lab while Carol and Ultron continued to watch some videos on Youtube through her smart phone with a couple kittens in their laps. Ultron figured this was a good way to spend time with Iron Man…sort of.


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

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