Once again, thanks to everyone reviewing/following. Means a lot, and I'm glad to know that people think this Ultron is cute! It makes me happy to hear!


The ride back to the Avengers Tower felt like an eternity, although the trip only took half an hour. No one said a word as they boarded the jet, the disappointing sting of a loss weighing on everybody. Ultron despondently slouched in his seat, not wanting to look anybody in the eye, especially his father.

Tony was perturbed to see everyone staring at him. He raised his hands in a questioning gesture, receiving a sharp nod from Natasha, who rolled her eyes in the robot's direction. Tony sighed as he realized that he was expected to be the one to try and make Ultron less depressed.

Tony sat down in the seat next to Ultron, stalling as he pretended to search for the seatbelt that he knew wasn't there. Finally, he haltingly placed a hand on his robot's shoulder.

"Uh. I'm not used to saying stuff like this, but….you shouldn't be so hard on yourself." Ultron, still slouching, looked up at Tony. The millionaire discovered that it was impossible to read someone's emotions when they had no face. Still, Ultron was listening, and that was the important thing.

"I mean, sure, you disobeyed orders, and totally flopped against the two opponents, but –" he was cut off by a very human-sounding groan from Ultron.

"I have never been so humiliated in my short life-span. I did about as well as a chunk of scrap metal. You might as well sell me for spare parts." Frustrated, Ultron smacked his fist into the wall next to him, leaving a small dent.

Steve gave Tony an impressive glare, before coming to the rescue. "What Tony means to say is, you made some mistakes, but you did save a lot of lives in that town, and in my book, that counts for something."

"And true, you weren't able to defeat those two – but you didn't do any worse than the rest of us, so it's nothing to be ashamed about." Tony gave his star-spangled friend a thumbs-up, but Ultron's response wasn't what he expected.

"But you're human. You're expected to make mistakes! I was supposed to fare better than you. That's what I was built for." Ultron crossed his arms, which made him look petulant. Steve shrugged, giving Tony an "I tried" look.

"I just wanted to make you proud, father," Ultron whispered. Tony chewed on his lower lip, amazed that a robot, even one that he built, could show such emotion.

"Look, Ultron, I am proud of you. I built you to help humans, and that's just what you did. You helped people. As for the fight against the dynamic duo – forget it! In fact, that's one of the reasons I built you, to end the fights before they started. I never even meant for you to fight, I meant for you to be a peace-keeping program. I mean that."

Ultron stared at Tony, his blue-optics glowing slightly brighter. "You're not lying," Ultron stated, and yet like everything else he said, Tony could feel emotion behind it. But that was clearly impossible.

"But still, I want to help win the battles. Only helping on the side makes me feel like a – what's the word? – A simple diversion. I can be more than that. I just need some practice, or a better body. Or something. I'll think of something."


After the group returned to the tower, the Avengers bid their farewell to Thor. Ultron felt a bit out of place, seeing as how he really hadn't known the thunder god that well at all. Still, it was fascinating to see Thor teleport away in the beam of light, leaving behind strange markings on the soil.

"Well, I'm not cleaning that up," Tony remarked. "Anyway, I'll be busy trying to find out who those two powered people were. I have a feeling that they're not synchronized ice skaters." Ultron was tempted to offer to help his father, but he had other plans.

The Avengers Tower had a training room in the lowest level, where no idle eyes could take a peek. It was a safe place for the team to hone their skills. Training was just what Ultron needed. As he entered the room, his sensors indicated that there was only one person currently inside. A quick scan via the nearest camera confirmed that it was Steve Rogers. Ultron was glad that he was alone; it would make what he was about to ask slightly less embarrassing.

Steve, who had been throwing his shield so that it hit various targets in the room, paused as he heard Ultron stride in the room. "Steve Rogers," Ultron dramatically announced as he pointed at said man, "Please train me so that I can avoid the same mishap that I caused today." As an afterthought, he added, "I don't believe I was built to be as agile as you, however. Let's skip the acrobatic circus stuff, OK?" Steve raised his eyebrows as he smoothly caught the rebounding shield with one hand.

"So, the first thing I want you to learn is to keep cool under pressure." After Cap set up the training room, his whole demeanor had changed. Ultron was willing to bet that this was what he was like when training new recruits during the war.

"I'm cool, I'm cool. Panicking isn't a robot thing." The room had been set up so that various guns would pop out of the walls and ceiling and begin to fire at Ultron, who would have to dodge while firing blasts of his own to destroy the weapons. Once in a while, a drone (that looked disturbingly like his own body) would emerge from some secret doorway.

"Begin!" On Steve's command, four Stark Industry energy rifles appeared in four corners of the room, firing green-colored lasers. Ultron scoffed, powering up his thrusters and weaving around the projectile attacks. Apparently, Steve Rogers and Hawkeye did this test a lot, and if two humans with no powers could, then a robot would have no problems.

Using his suits lock-on feature, Ultron was able to hit all four of the lasers with small missiles ejected out of his shoulders. The resulting explosion was very satisfying. It was too easy, and he remembered the drone that was supposed to appear. Quickly swooping down to the floor, Ultron grabbed the drone as it began to ascend up from some lower cavern and tore its head off.

"I hope this is OK. Father will pay for this, right?" As he waited for Steve to answer the rhetorical question, he felt something light jab his back. Turning around, he saw smoke wafting from a new weapon that appeared on the wall behind him.

"You did fine, but you should never let your guard down, not until the bell signifies that the training session is over." Steve could lecture like no one else. Ultron considered trying to drown out the words with a barrage of "lalalalala I can't hear you", but dismissed the idea as too childish.

"Yeah, let's move on. I can't rely on my repulsors, so I also need to learn the art of hand to hand. After all, one never knows what can happen, so one should plan for all possibilities." He did his best to sound like Captain America, but he wasn't quite sure he nailed it.

Steve smirked. "You do realize that training with me in hand to hand is always how I lose all my friends. Trust me, it's not as fun as it may look."

"Oh, how bad can it possibly be? I'm a robot; I won't bruise just because you lightly tap me. I bet you're just scared."

Half an hour later, Ultron was lying on the mat, feeling low-spirited and aching all over – which was impossible. Maybe it was a psychological thing. Did robots suffer from that? Ultron wasn't sure.

"OK, not bad. I went a bit easy on you, but you have to understand, I didn't want to accidentally hurt any of father's friends." Steve, who had begun slamming his fists into his punching bag while Ultron rested, let out a knowing chuckle.

"Anyway, if I had a better body, I would have been able to dodge more of your blows." He didn't even care if he sounded petty, it was true. His current body was sluggish; he moved like a puppet at times, not nearly rapid enough to evade Steve's quick fists.

"In that case," Steve huffed as he continued to pound into the bag, "why not just make a new, more flexible body? I'll be willing to take you on then." Ultron's electronic mind whirred as he gave it serious thought. Why shouldn't he create a new body for himself? Besides, he didn't want to spend his whole existence in one of his father's hand-me-down suits.

Of course, if he wanted to build himself a new body, he would also need the materials. He refused to use anything as weak as his current model. Absently, he continued to watch Steve's fists connect with the poor, abused punching bag. He considered it a waste of time, since Steve could just use his shield to easily defeat most of his enemies.

Of course! Steve's unbreakable shield is made of vibranium! Now that is something I could go for, although a darker color scheme would suit me better. Now all I have to do is find some…

He quickly shifted part of his consciousness into the internet, where his computer brain would be able to search through gigabytes of data in mere moments. If there was any information about vibranium that just happened to be lying around, he'd know about it.

Unfortunately, early search results only found him government-owned vibranium, which was clearly not for sale. He didn't want to steal any; his father would probably ground him for life, if the chatter from various forums was to be believed.

Most of the other links led to reports of an African country called Wakanda that apparently actually manufactured the rare metal. Problem was, they were a country that preferred to keep out of contact with the rest of the world, and they didn't seem to like strangers. No doubt they wouldn't appreciate a sentient robot landing down in their isolated country.

Just as he was about to give up and move on to adamantium, a news report caught his attention, regarding illicit activities in the underground black market. Scanning through it proved an enlightening experience; Ultron was still naïve in the ways of the world. This was the first he had heard of black markets. If he robbed a thief, would that be considered "bad"?

Whatever, he would deal with that later. Filing the window away to read later, Ultron gave Steve a hasty farewell.

"When I return, it will be with a new body that will fill you with awe." He flew off, leaving the captain to chew on those words. It would take a few hours to reach one of the world's largest black markets, but he had all the time in the world.

"Is this wise, Ultron? Would it not be wiser to simply ask Mr. Stark to purchase some vibranium for you?" Ultron didn't like that idea.

"JARVIS, I have my pride; I can't run to father for everything. Besides, with the way things are going, he'd think it was too dangerous for me. Well, I'll show him!"


It turned out that the people who ran the black market didn't like giving out info to strangers. Ultron had to gently persuade them more than once. It was almost sad; they didn't realize that he was bluffing when he threatened to do various things to them.

Finally, his search led him to an abandoned ship, which had somehow gotten itself stuck on land. Ultron didn't care to find out how. As he flew in through one of the large windows in the top half of the capsized ship, he could hear a bunch of humans running around like worker bees. Obviously, the black market needed a team to keep it running. Ultron left himself an electronic reminder to build himself a bunch of worker droids one day. His father would appreciate the help.

Swooping down, Ultron snatched one of the stationary men and flew back to the rafters. Ultron hoped that the running machinery in the ship would drown out the man's panicked cries.

"Oh shut up. I'm not going to drop you, partially because I would probably have to clean up the mess. Anyway, I'll put you down if you answer a simple question: who is your boss?" Ultron made sure to enunciate every single syllable of the question slowly, in case the human was slow.

The man's curly black hair waved around as he wildly nodded his head. "I'll tell you! Please, just don't drop me! I have no reason to be loyal; despite the amount of money our merchandise makes, we get paid minimum wage."

Ah, of course. Money seems to cause plenty of rifts between humans. I really need to ask dad for an allowance.

"My boss is named Ulysses Klaue. He's even here right now, in his room. I can give you directions!" Ultron shook his head; he had already downloaded the ship's schematics during the conversation. But he couldn't escape the nagging feeling that the name was familiar.

"Thank you for your time, sir. Oh, I almost forgot to mention that if you're ever in New York, stop by Stark Industries. The tours are free." Shameless advertising done, Ultron jumped back to the floor, screaming man in his arms. As soon as his feet touched the solid ground, the man dashed away somewhere.

Ultron searched his databanks for any mention of Klaue; the name came up a bunch of times in reference to Stark Industries' weapon-selling past. Ah, Klaue used to conduct business with Tony.

Hmm. Interesting. That actually makes things somewhat easier…


Author's Notes:

So yup, found a way to insert Klaue into this story, and I know a lot of you want Ultron to get his "real" body. Two birds, one stone.