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


It took Carol two days after her visit with Tony Stark to get ready to go to the insect exhibit. She didn't feel like wearing a dress today, so she put on a green spaghetti strap shirt and khaki shorts. After she slipped on a pair of sandals, she checked her inventory in her handbag and brushed her hair. While looking into the mirror, Carol's face beamed with confidence before she turned to leave her bedroom. When she stepped into the living room, she turned her head at Snoofles, who was relaxing on the couch while Lacy was doing yoga poses. As far as Carol knew, Andrew was still at work and Janette was spending time at Nicole's place.

"I'll see you later," Carol said softly.

Lacy shifted her position into the warrior pose and turned her head at Carol.

"Have fun, dear," smiled Lacy.

Smiling, Carol opened the front door and stepped out of the apartment and closed the door behind her. She scurried down the stairs and exited the building before she wandered down the street. She pulled out her smart phone and checked the location of the insect exhibit along the way, so when she caught a glimpse of the subway entrance, she scurried down the stairs and placed her MetroCard through a slot, allowing her to pass through the turnstile. From there, Carol checked which subways would take her to the area where the insect exhibit was located. With that information, she arrived at the platform and waited for the corresponding car to arrive. A few minutes later, the subway car arrived, and when she figured it had the correct destination, she boarded the car and sat down near the door, watching as other passengers disembarked and several more boarded, searching the car for seats. Within a minute or so, the subway car felt rather crowded, so Carol scanned her surroundings to make sure no one was giving her lewd looks. When she sighed in relief after figuring out that they weren't paying attention to her, the door closed and the subway car started to move. During the ride, Carol glanced out the window and took in the scenery as it whizzed by. While zoning out, she reminisced of Ultron telling her that he relayed the information of the insect exhibit to the other Avengers in case they were interested. Would they all show up at the exhibit or maybe just a few?

Carol continued to gaze through the window until the subway car stopped at the station. She checked her smart phone's GPS and when she learned the insect exhibit was a simple walk away from the station, she stood to her feet and disembarked the subway car. She wandered around the platform and went through the turnstile. After that, she ascended the stairs, exiting the subway before she continued down the street. It was only a few minutes until eleven in the morning when she saw Natasha standing near the entrance to the insect exhibit, so her face lit up and her smile widened.

"Hey, Nat!" Carol called while she eagerly waved her hand.

Natasha turned her head at Carol as she sprinted towards her.

"Hello, Carol," said Natasha.

"So did you decide to go to the insect exhibit, too?" chirped Carol.

"Well, I decided that my social life could use a bit of a jump start and the only alternative was looking into something about a local criminal…bug man or something," Natasha answered, looking up at the sign for the exhibit, "all in all, it was a choice between looking at one bug on my own or a lot of bugs with some company so…"

The sound of thrusters from overhead made them both look up to see Ultron descending towards them…carrying someone with him.

"A good call, in my humble opinion," Ultron agreed, setting a nauseous looking Clint on his feet and steadying the man, "sorry for taking so long. I had to ease up on the acceleration because someone was having a queasy stomach."

Clint looked up at Ultron, just barely maintaining a straight face as the robot walked past him to join Carol and Natasha. The archer shook his head and sighed, muttering softly to himself as he pictured a scene involving him holding an arrow to the back of Ultron's head.

"No one would know," he whispered to himself, "oh, last I saw him Thanos was sitting on him, the tin plated punk, miss him already."

Carol made a brief glance at Clint before locking eyes onto Ultron.

"Should we get him a sick bag or something?" Carol asked.

"Nah," Ultron replied dismissively, "he'll be fine. Clint, you're fine, right? Buddy?"

Clint held one fist up and shook it before he went back to the struggle against emptying his stomach contents.

"See? Fine," Ultron assured with an innocent smile.

Carol could only smile in relief until a few seconds later, Clint gave in and puke spilled on the ground. Sighing, Natasha walked over to Clint's side to help clean up the mess.

"Well," commented Carol, "I guess I'm ready to head in."

"Let's not waste time, then," suggested Ultron.

Ultron walked through the entrance while Natasha disposed of the mess and helped Clint to his feet. Carol followed both of them into the exhibit. Ahead, she could see various displays of different insects. Kids gathered around as they watched ants crawling through tunnels in a cross section of an anthill. Beekeepers warned incoming guests to keep their distance from beehives to avoid getting stung. A few dating couples viewed the directory in the center of the exhibit. Girls often enjoyed having butterflies fly around them and occasionally land on them in the butterfly display. Lastly, high school students marveled at the sight of spiders weaving their webs to catch their food. Ultron stared at the vast intricate designs of the webs.

"Carol," Ultron asked Carol, keeping his voice low so as not to draw attention, "why do they have spiders here? They're arachnids, not insects. Interesting all the same but distinguishable."

Carol paused in her tracks in shock.

"Wait, spiders aren't insects?!" exclaimed Carol.

Ultron shook his head. Carol pulled out her smart phone and accessed the Internet, where she looked up spiders, only to realize Ultron's comment was indeed correct.

"Damn it," groaned Carol, "I can't believe I actually got proven wrong by a robot!"

Chuckling, Ultron stepped over to Carol's side and placed his hand on her shoulder.

"Relax, Carol," he assured her, "you learn something new every day."

Carol took a deep breath and stashed her smart phone into her handbag.

"I guess…people associate spiders with insects?" Carol assumed.

"Perhaps, perhaps," Ultron nodded, his visual scanners analyzing the spiders, "intriguing…"

He straightened up.

"Oh, completely forgot," he slapped himself on the head, "volunteering! Slipped my mind entirely…man that's a new experience. I need to vanish for a minute to go let them know I'm here and ready."

He knelt down to Carol's level and grasped one of her hands.

"You three enjoy the exhibit," Ultron advised, "I'll be right back."

"Have fun," smiled Carol.

Ultron gave Carol a kiss on the cheek before he left, allowing her to meet up with Clint and Natasha.

"You doing ok now, Mr. Barton?" asked Carol.

"Oh yeah…loads better," Clint nodded, examining the arachnid exhibit, "of course I now know what my arrows must feel like."

"Didn't take you for one who hates flying, Clint," Natasha commented.

Natasha didn't take her eyes off of a large multicolored spider which crept across one of the webs close by. She was attempting to identify the exact species, but had trouble with this one as she didn't know of any spiders with blue and red colors that grew to reach such a size. Then again, she wasn't the only one who happened to notice the spider.

"Come on, Peter," beckoned one of the high school teens, "I dare you to touch that spider!"

The recipient of this dare was a young boy with brown hair and a pair of matching eyes magnified by the glasses he wore. He was rather scrawny compared to the heckler, and didn't react positively to this goading.

"You're the muscle man Flash, you do it," he replied.

"Awwww, is Puny Parker scared of a little spider?" Flash Thompson asked mockingly.

Peter was about to retort when he saw something drop down onto Flash's shoulder.

"Why don't you ask your new friend?" he asked, pointing to the red and blue spider Natasha had been examining…which was beginning to inch towards Flash's neck.

"Huh?" Flash followed Peter's indication and came almost face to face with the colorful arachnid.

"Gaaaahhhh!" he exclaimed, "get it off! Get it off!"

Flash started flailing his arms, trying to get the spider off of him. He even tried to pluck the spider off while scrambling around Peter. But then, by the time he flung the colored spider off of him, he suddenly collided into the spider display, causing it to fall and the spiders began skittering around. The surrounding students began to back away and panic as spiders skittered across their feet and even up their legs. A few screamed and swiped at their legs while others further off laughed at the misfortune of their peers. Natasha watched the scene blankly.

"Are kids really that scared of spiders?" she asked no one in particular.

"It's a fear ingrained into humanity over a lot of generations, Nat," Clint pointed out, glancing at Carol, "you're a rare exception. What do you think? Scary or not?"

"I think they're awesome," chirped Carol, "now we'd better round up the spiders before someone gets hurt."

"Something tells me your boyfriend has that handled," Clint said as some staff moved in to restore order…aided by the floating, gleaming form of Ultron.

"Okay now, let's not go stepping on anything we shouldn't! Oh come on, these are rare, endangered specimens," Ultron sighed as he stopped Flash from stomping on the red-blue spider which had started the whole panic, "honestly, just because it has more legs and eyes your first impulse is to squish it? I admit it explains why humans are the only hominid left but seriously, you'd think a species could grow up after a few thousand years."

Clint shook his head with an amused grin.

"And to think this was the guy who was gonna wipe out humanity," he mused.

"I think we all know why he didn't," remarked Natasha, turning her head at Carol.

As the spiders were collected by Ultron, who unleashed a small swarm of tiny drones to safely collect them, one went unnoticed as it scuttled up the leg of Peter's jeans. He stood by and watched as Ultron had the spiders placed into a container until the exhibit could be fixed, unaware that the sole spider responsible for Flash's outburst was coming to rest on the back of his neck…where it sank its fangs into him.

Peter yelped and instinctively slapped one hand down on the back of his neck. He felt something squish beneath his palm and cringed as he realized what he'd just done.

"Ewwwww," he groaned and wiped his hand on his jeans.

Ultron saw Peter's actions and slowly approached him. Peter looked up and swallowed as he saw the glowing red optics staring down at him.

"I…uh, I didn't meant to do that sir, I just…it bit me and I…" the boy was stumbling over his words, trying to explain himself to the towering robot.

"Want me to call an ambulance for you?" Ultron asked.

Ultron carefully scanned Peter, checking for any signs of illness.

"I…no thank you?" Peter replied hesitantly.

"Hm…doesn't seem like that one had anything to worry about," Ultron noted, "I'd recommend keeping an eye out for any signs of sickness just in case. And…"

His sensors lit up as he spotted an anomaly in Peter's system. It was registering some kind of chemical reaction occurring within the boy's bloodstream, spreading throughout his body. He couldn't deduce exactly what was going on…only that something was happening.

"And put some ice on that bite," Ultron finished his sentence, "you don't want it to swell, do you?"

"Y-You got it, sir," Peter nodded nervously.

Once he collected the dead spider from Peter's jeans, Ultron turned around and returned to gathering up the loose spiders. During that time, Natasha turned her head at Carol.

"Want to go somewhere else?" she asked.

"I wanna go check out some ladybugs!" chirped Carol.

"We might want to cut through the praying mantis exhibit to get there," Clint suggested.

Natasha gave him a look.

"Why?"

"Because the only other way is through the bee exhibit," Clint sighed, wishing that he didn't have to say it out loud, "and I remember Ultron mentioning how you feel about those, Carol."

Carol chuckled slightly as she placed her hand on the back on her hand.

"Yeah," nodded Carol, "I would feel more comfortable seeing praying mantises along the way."

"Oh yeah, watching an insect that eats its mate," Natasha mused, "yep, loads better. Let's go."

Ultron waved in farewell to the guests as they left and resumed collecting the last few escaped spiders. Clint, Natasha and Carol started walking into the praying mantis exhibit, where the teenage girl watched the praying mantises with such enthusiasm while passing by.

"Is it me or did Ultron seem particularly interested in that kid who got bitten?" Clint asked, whispering to Natasha so as not to bother Carol as she enjoyed the exhibit.

"I saw it, too," Natasha nodded, "helps that he's an AI so close to being human that he has body language that can be read. Something was up."

"Think we should double back after we're done and talk to him?" Clint asked.

Natasha shook her head.

"Can't be that important. Let's wait until we're all back together to talk about it and see if there's really anything," she replied, not wanting to ruin the trip on a mere hunch.

Once they stepped out of the praying mantis exhibit, they arrived in the ladybug exhibit.

"Ah, the ladybug," Clint commented as he observed a case swarming with lady bugs, "nature's Nat."

Natasha flashed a ghost of a smile and nudged Clint with one elbow.

"Laugh it up."

Carol's face lit up as she scurried towards the display, observing the ladybugs with such enthusiasm. All Natasha and Clint could do for now is supervise her.

Over the course of the day, Carol fidgeted nervously and clung onto Natasha when they and Clint listened to the speech from a beekeeper about the importance of bees with beehives standing nearby and bees flying around. When they stopped by the butterfly exhibit, Carol would follow a few butterflies fluttering around in the garden. When they stopped at the ant display, Carol sat in front of the anthill and watched the ants inside working to maintain the nest.

Once the event was almost over, Carol, Clint and Natasha stepped out to the entrance and waited until Ultron arrived.

"So, how did the exhibit go?" Ultron asked.

"It was…interesting," answered Carol.

"Is there anything else anyone wants to do before we go?" Ultron asked, removing a badge identifying him as a volunteer at the exhibit.

"Yeah, let's go grab a few drinks; I don't want to go thirsty on the way back," Clint said.

Clint tugged Ultron away, or rather the robot allowed himself to be led away while Natasha kept Carol distracted.

"Care to explain what had you so off balance back in the spider exhibit?" Clint asked Ultron.

They walked into a nearby convenience store, ignoring the stunned look of the cashier, who dropped his drink upon seeing a towering robot duck into his shop.

"I was that obvious?" Ultron responded.

"You're way too close to human sometimes," Clint nodded, "so are you going to tell me why one kid getting bitten by a spider put you off?"

Ultron remained silent for a few moments before finally answering.

"Because his body chemistry reacted to the venom in that spider in a way I'd never seen before."

"Could you clarify what that means for those of us who don't have IQs in the quadruple digits?" Clint requested, picking out a few drinks from a cooler.

"Normally, spider venom can be harmful to humans, but this one was actually changing his body. I was going to study it this evening," explained Ultron, "maybe when I finish, I could send you information about the kid so you can locate him and bring him to me."

"You got it," agreed Clint.

Once Clint made the payment, he and Ultron stepped out of the convenience store and walked back to the exhibit entrance, where Natasha and Carol were waiting. Clint handed two of the drinks to the girls.

"Sweet!" Carol chirped as she began to sip her lemonade.

"I guess we'll be leaving now," Natasha announced.

"Take care," added Clint.

Natasha and Clint turned to leave. Carol just stood until she finished her drink and then she tossed it into the trash can. She then stepped towards Ultron.

"Want me to take you home, my little kitten?" purred Ultron.

"Huh?" paused Carol.

Ultron placed his hand behind the back of his head.

"Well, you like kittens," clarified Ultron, "and you like to cozy up onto me like a kitten does."

Carol couldn't help but laugh at Ultron's reason.

"Ok, I get it now," agreed Carol, "and you can call me a kitten. To answer your other question, I'm ready to go home."

Upon cue, Ultron lifted Carol into his arms, allowing her to wrap her arms around his neck.

"I-I'm still scared of bees, though," Carol admitted softly.

Ultron brushed his hand against her hair.

"That's ok," he assured her, "I wasn't expecting any human to overcome her fear of bees in a single day."

Carol gave Ultron a kiss on his cheek before he took off into the sky, flying over the city in search of the apartment, the sunset illuminating them with a soft halo.


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

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