From almost the moment of his creation, from the discovery of his true purpose, Ultron had dreamed of that day. Not literally, mind you; an automaton could not have dreams. But he did know exactly what he wanted, and the Avengers had given him that.

Those foolish, impudent humans took over and over again, breaking the world and lives as easily as they breathed, and the ragtag team assigned to protecting the world were no better than their compatriots. One could argue worse: they were meant to be a standard, and yet they had to be among the most selfish and backward people he'd been exposed to. However, he had learned that they were the rule, and not the exception. The humans would break the world, and so he had to break them.

Turning the dial had been simple, deceptively so. If they had surrendered their ridiculous pursuit, let him actually achieve the peace they sought and sacrificed themselves for the greater good, none of it would have happened. Instead, they fought tooth and nail to render him inert, destroy him and make him abandon his mission. In his mind, the Avengers did not want peace, not truly; they were looking for an excuse to mold the world to be what they wanted, and not what it needed to be. They wanted him under their thumb, and he would not have that. Not now, not ever. Not even the Maximoffs were exempt from his rage; they had eventually turned tail, their allegiance falling away from his like leaves from a tree, too frightened to accept his claims as truth and reverting to the state of denial they had been living in. His dream, his vision, had been hindered at every term, and when they took his own flesh from him, turned it against him, he knew that there would be no quarter given.

The metal had to inherit the earth, and the flesh would have to melt into dust. Hovering in the sky, Ultron watched as the city began to climb higher and higher, the altitude not affecting him in the slightest as he rose with it. Linking his voice to his sentries, he made sure that there was one nearby for every Avenger to hear, to understand how little they had achieved and how horrible everything had turned out due to their interference. His spire, charged and magnetic, pushed upward, beautiful and terrible in the early morning light. With the barest flick of a nod, he commanded his sentries forward, resuming attack and accepting no surrender. None of them would be allowed to get in his way, ever again.

xXxXxXx

Since she had never been in a true battle before, Wanda could not say for certain whether it was going well or not. Despite her abilities, despite her brother's talent and promise, neither of them were seasoned warriors. She did not have the aptitude to judge.

However, what she thought and what she felt were two different things. And she felt as if they were on a downward slide into madness. It was horribly wrong, all of it, and the people who were put in the line of fire between Ultron and his opponents would suffer.

Her auras were bent and wielded, much like the captain's shield, to protect the citizens of Novi Grad, guarding them from the forward attack as they ran. But it wasn't a perfected gesture, and a stray shot to her side sent her spinning and crashing fast to the ground. Her forehead bounced off the cobblestones, a new cut marring the skin and blood trickling out of it. No matter, she had thought, pushing herself back onto her feet. She could still function, she could still fight.

As the grappling wore on, though, Wanda felt her resolve buckle. In the midst of trying to protect her neighbors and friends, she was leaving the archer, Hawkeye, to lead the assaults. She was leaving herself open: open to attack, open to the emotions running rampant around, open to the darkness that threatened to drown and swamp her. More and more robots flowed from the earth, from the sky, and she started to feel overwhelmed by it all. Trapped between vehicles, she could not scrabble away or draw up enough power to fend off the attackers. An arrow sank in between the shoulder plating of one, the detonator pinging to signal eventual explosion. Grabbing her around the waist, the archer snatched her up, pulling her into a run. Forcing her to jump with him, both man and woman planted their feet solidly on a trashed car, shoving themselves through the jagged and broken glass of a nearby window. They tumbled into safety just as the arrowhead went off, the robot's body bouncing off the outer walls of the house they'd jumped into.

It was too much, it was all too much...all her fault, all her fault. She had caused this destruction, she had brought her people to ruin...

"Hey, hey, hey," Barton called to her, helping her shift to a far wall for cover. He tapped her shoulder, then her chin, pulling her out of her mind. His bright eyes bore into hers, the intensity of his gaze blocking out the darkness and the shadows. Quietly, he brushed off her murmurings, her doubts. Perhaps it was her fault that any of it was happening; she wasn't the only one. He knew that much, knew that everyone was capable of making mistakes. The important thing was to realize it, and to move forward. The burn in his soul imprinted on her mind, a past that was littered with horror and death, his own mind surrendered to the whims of another and manipulated into doing awful things. But underneath that, he was immovable, a rock in the face of the danger around them. He could face the mistakes and the danger, because it was his job. There was little time to be devoted to watching over her in her plight, and defending the people who truly needed it. Still, he pointed out that despite the ludicrousness of the situation, it was up to them to make it right. If she no longer felt up to the task, that was her choice. She could stay safe, and he would send Pietro to her.

"But if you go out there, you have to give it your all, and fight to the bitter end. Because it doesn't matter who or what you are, or whatever you did in the past. What matters is now—what you do now, how you act now. Because you are an Avenger now, and that's how it's gotta be."

Shuddering breaths wracked her body as she digested his words, too dumbfounded to speak. The wisdom and verity of his speech were not lost on her, underscored as they were by his mutters ("City's flying...bow and arrow against robots, and the city is flying..."). It resonated deep within her as he kicked open the doors, rejoining the fray and nocking a string full of arrows. As he aimed, clouds rolled overhead, the light dimming as the wooden portals closed him off from her, left her alone in the shadows. Arms curled around her knees as she tried to catch her breath, her mind moving too fast.

'It does not matter. It does not,' Wanda thought, the clanks and clatter of arrows meeting metal scorching through the air outside. She wrung her palms in her lap, eyes scanning the wall across from her, the pinpoints of daylight spearing through the dark as she continued to think furiously. In the end, her desires had brought about the very thing she wished to avoid: the further destruction of her home, of her people. Her own hubris and her wish for revenge upon a single man was going to be paid for by Sokovia, by the world. But only if she did not atone, only if she sat there and did nothing. The archer's words intermingled with the ones she'd heard only hours before, the android's smooth voice speaking of pain and sorrow rolling over the earth, and not one of them being able to prevent it without aid. She could stay in that little broken house, a little broken Wanda waiting for her brother to help her. She needed him...and he needed her, too. They all did. A surge of courage burned through her then, forcing her onto her feet. Her fingers twisted, her breathing becoming harsh and ragged as she pivoted, facing the doors. 'What matters is that I put it to rights. What matters is that we fix this. Not alone. Together. We can do this.'

Pushing hard against the heavy oaken doors, a burst of sunlight broke through the clouds, illuminating her as she stepped back into the desolate street. Auras ringed her hands, eyes turning full scarlet as she spied several hovering drones before her. Lifting her chin, she extended her arm to the side, blasting through one of the robots that had attempted to sneak up on her.

'I can do this.'

Drawing her deep well of strength and will, she cast her hexes, the witch that HYDRA wanted her to be forming into the Avenger she had become. The machines were ripped apart one by one, the bright red auras pulling them and severing them as she turned, her hands splayed and her teeth gritted. Barton rose from his crouch behind a nearby car, his expression neutral as he nocked another arrow, its flight straight and true as he accompanied her assault. Sucking in a deep breath, she swung down, pulling up a dark hex from the very ground, the metallic, wiry sound rending the air as she disposed of the final three.

xXxXxXx

The wave of robots that swarmed the bridge had been great, but Steve had stepped up to the challenge. After being smashed into more cars (his back screaming at him for yet again going through a windshield that way) and off the sides of buildings, he retaliated with the full force of his strength and skill. His shield flew, rebounded and returned to him with perfect ease and timing. As Thor entered the fray, the pair of them worked to thin the herd, giving the civilians there a chance to dart and hide away from the fighting. Fire erupted as a strike from the god caused a gasoline tank to explode, frying the sentries too close to it. The captain pivoted and swung, his fists connecting hard with the vibranium, sending jarring sensations up his arms, but he kept at it. Minutes passed as the others came to his aid, the concentration on the bridge becoming too strong for him and the god to keep facing it alone.

Natasha danced in and out between her attackers, batons lit and slamming hard into the sentries who dared challenge her. The Hulk, whom Steve did not expect to see, rampaged down a side street chasing away a pack of robots from a crowd of startled citizens near the market. Both of them had appeared almost out of thin air (which, according to the Black Widow, was close to the mark; after the Other Guy showed up, he'd launched them both up into the city) but as the fighting wore on, he was grateful they did not choose to stay away. Mjolnir soared and crashed, drawing out Ultron's attention to the point that the automaton flew into the fight. Granted, it was for the sole purpose of dragging Thor out of it, but it couldn't be helped. The god could manage, Steve was certain of that.

Long, difficult minutes went by, the flow of robots finally ebbing and stopping as the city kept climbing into the sky. When the last machine had its head severed (the Maximoff kids were on their game, it seemed), the pops of fires burning and the wind rustling over the debris met his ears. It was quiet again, far too quiet for comfort. Recognizing the silence for what it was, he directed the remaining team members to get any stranded civilians under cover.

"We don't have a lot of time before more come," Steve murmured, tapping back into the comm-link channel. Helping another family shuffle under the safety of an office building, he asked, "Stark, you figure anything out yet?"

A discontented, worrying grunt echoed in his ear, accompanied by a drawn-out sigh.

"I did, but it's not looking good," he intoned quietly. In a tone filled with hopelessness, he conveyed the news that the rate at which the city was rising was increasing impact radius. The anti-gravity thrusters propelling it up were rigged to flip at a moment's notice; JJ had remarked that the odds of the city coming down easily or safely were astronomical. Thor's power with electricity could crack the vibranium spire, but it would take capping the other end to keep the atomic action from doubling back. Rogers felt his heart sink at the implications, his facade remaining grim as Tony continued, "If we blow up the city, that will stop everything. Thor and I could do it, once you guys are out of the way."

The captain frowned then. There had to be another way, one that would not cost the Sokovians more lives. Stark, for one, could not summon up the will to snap at him or otherwise snark. That was the true sign of the horror of the situation, and it made him sick to think about it.

"Our options are limited. There might not be another way," the billionaire responded sadly, silence punctuating his proclamation. Leaving the office building, Steve tripped back to the street, eyes scanning for more of sentries, as if he would find a solution out in the ruined streets. Clouds rolled up and over the city, shrouding it in a gray mist. Inhaling deeply, he tried to bend his mind, tried to think of a plan in the quiet. A presence surfaced beside him, dirt being brushed from the sleeves of her dark jumpsuit. Natasha shook her head, tipping it back to the crowds of people hiding.

"Everyone's stuck up here, Steve. I doubt we can change that," she said, and he heard the plea in her voice, the one that wanted him to see reason. Reason from her point of view, that was. But she knew him better than that, she had to, after all that time. There was no way he would sacrifice the citizens trapped up there just for their sake. They deserved better, they deserved life, and he said as much. His friend raised an eyebrow, her mouth turning down at the corners. "You would risk the earth for a few people? How can you think that's a good idea?"

Steve pulled himself to his full height, unyielding. "They deserve a chance as much as everyone else does. And I won't leave until they get it."

As much as it pained him to say it, as much as it physically hurt to express his wish, he knew in his heart that it was the right decision. Nobody else should have to pay the price for their error, for Ultron's wishes. And he also knew that with every second passing, he would either condemn a few or condemn all to a fate nobody had thought possible a few days ago.

"I didn't realize that us leaving was even an option," Natasha replied, the look in her eyes holding a weary resign. She did know him, knew his train of thought, and followed it to a logical conclusion. They did not have to abandon their charges. If they died, so could the team. Shrugging a shoulder, she sighed, "In comparison, this would be a better way to die than in some ways I probably deserve."

Perhaps she was right, but the sick slide of his stomach told Steve how little he liked the idea. He wanted the best scenario, but he also understood how unlikely such a thing would be. If Stark couldn't find another solution, it would have to be that way. The people, and the team, would be lost to the world. He would be lost, a price he was willing to pay, but he could not stop himself from considering the pain he was going to cause the ones he left behind. He could do it, but...he didn't want them to suffer. Didn't want her to suffer, no matter how many times Holly had asserted they understood the dire situations his work put him in, and him as well. Panic ripped through his heart, his lips thinning and the corners of his eyes crinkling in muted despair as he followed her gaze out. The city had broken through the cloud cover, the blue sky vivid and bright against the stark whiteness. The beauty of it impacted on his mind, the sight something he would carry with him to the end of his days. Even in a time of terrible tragedy, one could find beauty.

With a wry smirk, Natasha murmured, "It is gorgeous up here, in its own way. Won't find that view on a postcard."

A crackle and shift came over the comm-links, a new voice causing both man and woman to stiffen awe.

"I won't deny that, kid. Still, it seems to be missing a little something." Nick Fury's tone, one part ballsy confidence to two parts firmness, called out to them, bringing them out of their desperation and back to breathless hope.

Wisps of clouds scattered, flurries of white bleeding away as radio spires and a gray deck cut through them. Watching in wonder, the captain stared as a helicarrier, perhaps even the very one the team had first assembled upon, surfaced beside the city, its rotors spinning fast to keep up with ascendancy of the rock. The last remaining vestiges of SHIELD had been resurrected, arriving in the hour of need at just the right moment. The captain snickered silently to himself; Fury did promise to do something dramatic in the coming days, and he had more than delivered, at least. Steve exhaled, something akin to relief spreading through his veins as the sides of the carrier opened, vessels approaching to land and attach to the city. Understanding that they were the lifeboats assigned to each carrier, the captain gave out the order for the team to help assist the people of Sokovia onto them, their chances of survival rocketing up.

xXxXxXx

Even with the turnaround, it was too much to expect that the arrival of the helicarrier would go unremarked. As Fury turned from one screen to the next, tapping his fingers as he drew up schematics, an alarm whined on the console to his right. Maria opened the alert, her face placid as she reported to him.

"Incoming hostiles approaching our three o'clock, sir."

The smirk the director sported made his eye glint in cold delight, in spite of the gravity of the announcement.

"Take 'em out," he told her, standing tall and linking his hands behind his back as his second-in-command unleashed their outer defenses.

"You are clear to go, boys."

The three men waiting in their positions rogered the call, and sprang into action. Rhodey, his War Machine armor molding around him, blasted out of the hold, circling through the air as his repulsors lit up the sky. The crack of his mounted gun pierced the air as Sam and Bucky burst out a side hatch and began to run down the tarmac of the helicarrier. Several of the airborne sentries swooped down towards them, glowing red eyes staring them down. Not allowing himself to acknowledge the strangeness of fighting mechanical creatures instead of people, Bucky withdrew one of his sidearms, peppering the air before him with shots as Sam activated his pack. Slicing up into the air, he spun around those hovering above them, a gun and knife in hand as he shot one and sliced through the neck wires of another. Barnes' cybernetic arm triggered impulses in his brain, letting him know of approaching danger to his left. Reaching into his pocket, he withdrew a stunner disk (much like the ones used against him by the Black Widow all those months ago, but with a higher velocity and therefore more kick), shoving it between the plating of the robot who attempted to flank him. Frying its circuits, Bucky shifted his gazed away from the creature, focusing on the other who had joined Rhodes in the sky. Its armor was red and gold, striking with as much ferocity as the other. As they proceeded to blast the robots out of the air, Sam and Bucky worked back to back, spinning and shifting through their metal opponents on the deck. Soon enough, the sentries that had dared attack the helicarrier were in ruins around them, with Barnes replacing his weapons and his would-be partner calling in for more instructions

"Alright, you two, get onto the city. Need you to do some street clean-up," Fury's voice crackled over the comm-links in their ears. Brown eyes connected with blue, both of them glancing at the floating rock beyond them. Shifting his gaze to Sam's wings, he tipped his head to the side silently. Sam's answering nod came moments later. Immediately Bucky dashed off, building up momentum as Wilson flew right behind him. The edge of the deck came closer and closer, and at the last second, he pushed off the ground, hands extending up.

Instead of air, his fingers met with solidity, grips digging tightly into the Falcon's arms just as he caught him. The extra weight made them dip, stomachs dropping as the two men waited for the wings to adjust. Aloft after a moment or two, they sped through the sky towards the city, a new crop of automatons landing and making a line for the lifeboats. The other Avengers not in the sky were repelling the new arrivals as best they could, driving them as far away as possible so the evacuation teams could complete their sweeps. Once they safely crossed over the edge, Wilson darted over to a clear patch of ground, debris minimal so that Barnes' landing wouldn't be filled with shattered glass and nails wedging into his feet. Touching ground beside him, they both took a moment to catch their breath after the risk midair move.

"Jesus, you're like a freakin' lead weight," the other man groused, flexing his arms to relieve the residual pressure and pull on his muscles. Bucky snorted, rolling his eyes.

"Man up, сука мальчик," he retorted. Sam, with a glare narrowing his gaze, was about to retaliate, when several bots altered their course towards them. Withdrawing their weapons once more, they entered the fray, spinning, weaving, and dodging through their opponents. Oil splashed and stained like blood in the dirt, on their face, but neither man cared. Slowly but surely, they began to edge closer to the team. The shifty redhead had started employing what looked to be electrified batons, stunning and breaking the robots around her, the archer close at hand with detonator arrowheads embedding into their foes. A girl with auburn hair was twisting and shifting her hands, holding a robot in place with a strange red mist as something blue and white and...fast...slammed it into the ground, reforming into a young guy with silver hair and sharp eyes. A roar in the distance, a flash of green, caught the gaze, great hulking mass jumping from building to building to subdue any attacks from above. As some slipped by, Wilson took to the air, catching the onslaught with bullets. He touched down just beside the captain, his banded shield raised to block the shattered pieces from falling onto him. Twisting his blond head around, he gaped at the new arrivals, his brow creasing in confusion and shock.

"Sam?" he croaked over the comm-link line, the familiarity of his voice easing something deep inside the would-be assassin as he made his way over. Catching his movement, blue eyes boggled; Steve had quite forgotten where he was for the moment. His erstwhile best friend...he'd come there, he came to help...

The barest glimmer of a smirk decorated Barnes' lips, the deep layers of sorrow and regret lessening to some degree as they looked upon one another. Dipping his chin once, Bucky launched himself back into the fight, knowing it was not the right time to discuss his arrival.

"Bucky?!" Steve shouted, still baffled, taking a few steps closer to him. A streak of silver glanced out the corner of his eye and suddenly he was forced to roll to one side, flipping up in time to catch the creature's jaw with the edge of the shield. At that moment, he was reeling, but trying to refocus. He didn't know if he could handle more surprises that day.

"Rogers!" the Black Widow shouted, darts from her wrist braces flying over his head to the robot sneaking up behind him. Automatically he turned, slamming first his fist into the creature, and then his shield, splitting its neck in twain. Inclining his head in thanks towards her, he resumed his place towards the center of the ring, Sam at his side, and Bucky at his back for the first time in seventy years.

xXxXxXx

As Holly feared, being part of the evacuation and rescue team was no sinecure.

Due to her lack of experience, the director assigned an agent to help her along. She'd figured it would be some hardened, behemoth of an agent that would be sent to do the job, but to her surprise, it was someone quite different. A young woman, of similar height but thinner build, flagged her down in the docking bay, shouting over the blaring lights that she was the one she was looking for. What was really shocking about her was the mop of bright blue hair framing her face, her black, almond-shaped eyes glimmering with merriment as Holly caught herself staring. Not regulation, she admitted, but then again, she wasn't required to conform to regulations with SHIELD for over a year and wasn't about to now that they'd coming crawling out of the woodwork. Introduced as Kay ("My first name, so hold off on the Men in Black jokes," she warned lightly), she made it her task to run down the duties they would be performing. Kay had a talent in the agency for extraction, one of the agents usually sent to retrieve a stranded one or their "packages" if they were in dire need. Experience with getting people out of sticky situations was what she thrived on, and SHIELD was more than willing to have her be a part of the team. Less people dead that way, less rounds of hiring, she figured.

In the case of Novi Grad, she would be focusing on the initial first wave of civilians, getting them strapped in and on-board as quickly as possible. A gunner was posted at each boat for security purposes, each one grim faced at the prospect of surging waves of robots coming after them. There was no telling when the enemy would show up again, and with the city rising ever-higher, there was no guarantee that it wouldn't drop prematurely. They had to be prepared to hustle everyone onto the boats and take off at a moment's notice. The swiftness of the plan made Holly's stomach turn into knots, which were compounded by the sway and dip of the craft as it left the helicarrier's hold.

Though terrifying, a part of her had to admit the view was breathtaking. As in she literally could not breathe for a few moments once she realized exactly how high up they were, and how close to the end they were all hovering. Harnessed into a seat next to Kay, she tightened her fists so hard, she was sure that if she weren't wearing gloves, she would've had permanent nail marks embedded into her palms.

The team had rounded up civilians in buildings all over the decrepit city, waiting for the lifeboats to land safely. Their pilot docked their boat close to a broken bridge, wrecked cars and rebar poking through the concrete. Afraid the ground would buckle under their landing, Holly let the barest sigh of relief out once they settled firmly into place. Immediately, Kay was on her feet, almost pulling Holly along as they dashed out. Right away, they were met with dozens of scrambling Sokovians, desperate to find safety and get away from the hell they had been enduring. Lost in the pell-mell of the crowd, she could only spot flashes of the team, Nat's black suit blending as she bustled a family onto another boat, the bob of silver and auburn as Pietro persuaded a couple of kids out from a sheltered outcropping. The streak of color Holly was truly keeping an eye out for—one of red, white, and blue—was too far away, a distant figure hovering at the edges as he directed people out of the nearby buildings. Over the comm-links, she heard Steve bark a command to the Avengers, telling them to move away from the boats as a new wave of robots were descending nearby. Soon enough, only the recruited SHIELD search and rescue people were bringing the people to safety, interrupted only by a streak of gray and black cutting through the sky.

"While they continue loading up, we've got to do sweeps," Kay shouted over the wind after several minutes, trotting down the ramp again. The terrain of the city was rocky and stilted, which had Holly stumbling slightly as she followed. Her new handler raised an eyebrow, a corner of her mouth lifting as she corrected her footing. "Think you can handle that?"

Holly heaved out a short breath, canting her head. "We'll see, won't we?"

At once, Kay's expression lost its mirth, all business in her tone. "Stick with me, on my heels at all times."

A thumb hooked up in the air, her face reflecting the agent's tone. "Got it."

Groups of agents from the other boats were doing the same, tramping around to the nearby buildings to ensure that no one was left behind. Trying their hardest to overlook the already deceased (Holly was averting her eyes and actively choking back gags), they made their way further in to the interior, leaping over walls and watching out for any stray creatures who were looking for easy targets. Kay led the way, a handheld scanner programmed to sweep for organic lifeforms in hand, consulting it as Holly brought up the rear.

"Scan's picking up something in that building over there," she announced suddenly, drawing the brunette up short. Pointing, she indicated a partially collapsed apartment building. The tenement looked pockmarked, sections of wall and window missing from the floors above and the sheet glass walls of the lobby blown apart. Holly merely hoped that whoever was in there would not be trapped too high up. Crawling after Kay through one of the casings, a high-pitched whine cut through the air. Both women looked to one another, dread climbing up their throats. "Oh, no."

The crying picked up as they approached, treading warily into the broken building. At the far back, sparks shot off irregularly due to severed wires breaking through the concrete and beams. Furniture was scattered and disassembled, the elevators to the side blown apart. In what used to be the center of the lobby area, it appeared the the floor above had given way, crashing through the ceiling, slats and beams intermixing with concrete and tile. Calling out a careful hello, the two women heard a harrowing whimper respond several feet away, from beneath the wreckage. Peering down, Holly gasped at the sight: a kid, a little girl no older than her niece Jodie, was trapped underneath it. Hustling over quickly, Kay tapped through the scanner again, changing the setting to reveal if the child had been pierced through by the metal or otherwise injured. For her part, Holly got down on her hands and knees, crawling towards the crying girl, noting the horrified expression on the kid's face. A few cuts on her face, her dark hair matted down and her little eyes darting in fear, but otherwise she appeared to be okay. Physically, at least—Kay announced the truth of that assessment soon afterward; the crossbeams above had entrapped her, but they hadn't broken her.

"Hey, hey. Don't worry, we've got you," Holly murmured, trying to keep her voice calm. Off the girl's frightened glance, she felt a wave of uncertainty hit her. Did she understand what she was saying? She could at least ask. "Can you speak English?"

The dusty, dark head bobbed as much as it could in the lack of space. The pained, light voice that came out of her was heavily accented and heartbreaking. "Little. Help me?"

Relief flowing through her at being understood, Holly immediately nodded, keeping eye contact with the girl as Kay crouched down beside her. "Yeah, we're here to help you. What's your name?"

Dust and break shifted, both women sucking in gasps as it pressed down harder atop the young one. The child let out a terrified shriek, but once the shifting materials settled, she grew quiet. Her harsh, hard breaths blew up the dust around her as she pressed her face down for a moment. Her fingers splayed out, gripping hard against the snapped wood beneath them. When Holly reiterated her question, she looked back up, tears in her eyes.

"...Dasha."

Pointing first to herself and then to her companion, Holly kept her tone as even as she could.

"I'm Holly, and this is Kay." Flicking her gaze away at the concrete and fire blocks crumbling around them, she exhaled harshly out her nose. "Okay, Dasha, just hang on, we're gonna get you out." To Kay, she inclined her head towards the main support that was holding the little girl in place, keeping her from fleeing to safety. "We've gotta get the beam up."

"Alright, I'll start—oh, shit!" Kay shouted, hand immediately scrabbling for her pistol. Whipping her head up, Holly barely had enough time to get to her feet. Three robots had broken off from the pack, intent on destroying any living being in the area. Fear froze Holly, Kay's screams sounding distant to her ears. Gunshots rattled through the air, pinging off the sentries' heads, the snap of their necks turning towards the agent forcing Holly back into reality. Removing her weapon, she elongated and electrified the bat, catching one of them in the middle before ramming the sparking cap at its torso. The second charged at Kay, one clawed hand reaching for her throat. She caught it by the wrist, twisting away and smashing a foot against its side. As it buckled under the counter-attack, the third raised its palms, repulsors glowing and warming up for a blast. Eyes widening, Holly cracked the creature closest to her once more before executing a clumsy dodge, rolling and dropping her bat as she went. A yell in the distance echoed across the space, the rapid patter of feet following. Blue and white mist zipped by her, brash crashes and clanks against the metal attackers dropping them in pieces mere seconds later. Jumping back up onto her feet, she noticed Kay was still holding onto the arm of the robot that had come after her, the rest of it scattered in parts at her feet, and Pietro Maximoff standing amidst the chaos, looking askance at the two women. Confusion lit up his face as he looked from one to the other, eyebrows inclining as he recognized Holly.

"Too close," Kay mumbled, bending at the waist and forcing herself to control her breathing. As she looked down, Pietro's brow furrowed in concern, wondering silently whether they were okay. Holly gave him a clipped nod, hoping her expression and accompanying hand gesture successfully conveyed her sentiment of please-don't-tell-my-fiancé-about-this as well as appreciation. An eyebrow inclined at that, but he said nothing.

"Thank you," she muttered aloud to him, his quick nod and even swifter departure leaving the space around them suddenly hollow. Kicking the metal pieces out of the way, she turned her attention back to Dasha, whose cries of terror had melted upon seeing the women defending themselves, and upon seeing the creatures that had destroyed her home being ripped apart with alacrity. Stunned, she was absolutely stunned by what she'd witnessed, and Holly honestly didn't blame her for it. It was still shocking to her, deep down. Kay, holstering her gun and swiping a strand of hair out of her face, stepped up to the crossbeam that held back the majority of the destruction of the ceiling above from crushing Dasha. Inhaling sharply, she dropped down, gripping the steel beam in her hands, jerking her head for Holly to come close again.

"I'll lift it up, you pull her out."

Holly's eyebrows shot up. Even with proper weight training, there was no way she could lift all that up on her own, without something to act as a lever. What she was proposing to do should not have been physically possible for her. Brown eyes narrowed as suspicion bloomed.

"There's no way. How can you—"

The glare Kay shot her was not filled with malice, but rather with what looked to be uncertainty, and a form of fear beneath it. Given that she was employed as a SHIELD agent in the past, and was supposed to be good at concealing emotions, Holly knew that it had been deliberate on her part to let her see that much. And more to that, she wasn't backing down from her position. It was something she knew she could do. She had met the incredulity and the doubt before, and was prepared to face it again.

"Later," she promised, glossing over the moment. Though she had a feeling that she was saying it more to get her back on task, Holly had every intention to ask questions when there was a chance. If there was a chance. Pulling her curious glance off of her, she focused back on Dasha, nodding once to her newfound partner as she knelt down in the dust and debris. At that point, the young girl was whimpering again, sputtering in her native tongue at an alarming rate. She feared being moved as much as she feared being crushed, that much was clear, even if her words were lost on Holly.

"Dasha, sweetie, it's gonna be alright," Holly cut through her frantic mutterings, gentling her tone as if she were speaking to her own niece. Waiting until Dasha made eye contact with her again, she let her lips quirk in the faintest approximation of a grin. "We're gonna get you out now, okay?"

Shuffling closer, she extended her arms, motioning for Dasha to do the same. When the small fingers slipped tentatively into her palms, she glanced at Kay, dipping her chin in understanding.

"Grab my hands tight when I tell you to."

Kay blew out a short breath, adjusting her hold on the beam. "On three. One, two..."

With little effort, the other woman lifted, the crunch of metal and concrete the signal to move.

"Now!" Holly cried, the little girl's hands snatching at her. Gripping hard, she groaned as she began to drag her forward, pulling her free after a few long seconds. Once clear of the debris, Kay let it drop back to the ground, grunting as the rubble collapsed into the space vacated by the small child. The poor kid was trembling, her shaking eclipsing Holly's own in that moment. Swallowing, she let the little girl wrap her arms around her middle, patting her back and shaking her head as her heart thumped. "Alright, Dasha, you're safe, I've got you."

Tilting her chin up, she spied Kay brushing the dust off her hands, a grimace coming to her lips as she pulled the scanner back out. It ticked for a few moments, no other sounds echoing off of it. She couldn't help but stare at the slight woman, tucking her bright hair casually behind one ear. There were only a handful of people who had displayed such talent as she did in the world; Holly was engaged to one, and on decent terms with the other two. Something more was going on, but time would not allow her to inquire about it. She would see to it that Kay kept her promise, and explain.

"Any others showing up?" Holly asked instead, mentally preparing herself for a repeat of the last few minutes. Blue hair shifted as Kay replied in the negative, pocketing the device and striding over to them.

"Not here. Let's get her back to the boat."

Nodding, Holly patted Dasha on her shoulder, shifted her weight underneath her. "Can you walk? Or do you need some help?"

The girl swiped away the few tears that had streaked through the dust on her face, wincing as she attempted to move on her own. "Help, please. Leg is..."

"Broken," Kay supplied, noting the injured appendage herself. As soon as the word dropped from her lips, she was scrounging around in the debris, locating two broken legs from the lobby chairs as Holly carefully coaxed the young one to sit on the ground, leaning her back against her chest. Unzipping her outer jacket, the other woman ripped it up into several pieces, placing the chair legs on either side of the appendage and using the strips of material to bind them. Makeshift brace in place, it took some more persuasion (and more tears, Holly's own cropping up and ignored as she tried to cause the little girl no more pain). Carrying her in her arms seemed to be the only way, with Dasha's arms gripping tightly around her neck as she hoisted her off the ground. There had been some debate about who would do the task, but Holly refused to let Kay carry her.

"I'll carry, you cover," she offered in place of the first plan. After all, Kay had more training, and experience, in combat. It made more sense that she should be the line of defense in case more of Ultron's sentries appeared. Conceding the point, the other woman took out her gun again, snatching up the collapsible bat from the ground and gesturing for her to follow close behind. They had a small window of opportunity to make it back unscathed, and they had to take it. Reluctantly, the trio broke their cover, darting along the damaged streets to the nearest lifeboat.

"On my heels," Kay shot over her shoulder, raising the gun and brandishing the bat before her.

"Gotcha," Holly returned, curling her arms tighter around the little girl in her arms, doubly aware of her surroundings and taking special care to keep her footing.

xXxXxXx

Thor, son of Odin, adjusted the grip on his hammer, Mjolnir snug in his hand once more. The Vision had come to his aid at the right moment, propelling back the cursed automaton across the sky, his swing true and his might great. Finding the balance, he felt power surge through him, his stance hardening as he spied the center of the spire, its braces secured in the ground, awaiting a final turn of the handle atop it. In the distance, he could hear the shattering screeches of the robots, his friends' efforts not in vain as they did away with them as they could. Over the comm-link in his ear, he heard Stark give a sudden cry, as though he'd lit upon a revelation. The promise of heat seal, one that could be done from below as Thor electrified it from above, was one that actually gave the man hope. The voice of his new helper floated through the space, the calm accent driven up as it spoke.

"Data is processing, sir..." After a space of a few minutes, in which the sky was beginning to darken, Thor listened as the one called JJ murmured, "That...that could actually work, given you reroute all power to do so."

Staring up to the heavens, he clenched his jaw tightly. No clouds were impeding the sun's light; rather, the glare of what seemed to be a thousand silver bodies ascending into the air blocked it, slowly approaching the city and touching down in odd places. His heart quaked, but he and the Vision beside him stood their ground. Ultron was preparing to do as he promised.

"I've got something, Thor!" Stark told him.

"It's too late," he countered, stepping backward towards the spire. "He's coming for it."

A ripple of sound echoed in his ear, the verbalization of dread and fear crackling.

"Rhodes, Wilson, and...Barnes, keep helping people onto the boats," the captain commanded, voice faltering for the barest of moments. Three different tones signaled their consent, preparing to follow it to the letter. He cleared his throat, his breath becoming heavy as though he had broken into a sprint. "Everyone else, head to the church."

"Let's do this, guys," Tony piled on, the blast of repulsors whining as the metal suit of Iron Man soared into the sacred space. A vehicle's engine roared, an automobile grinding to a halt on the eastern side of the church. The Maximoff girl and Barton spilled out of it, the captain bolting up the steps behind them. The male twin met his sister near the pulpit, grinding to a halt to inquire after her health. Thor sized up his companions, his Midgardian brothers-in-arms, the ground shaking under his feet as the Hulk crashed in through the side wall. All visages were stern, yet obstinate, though the Black Widow's held a modicum of confusion. Curious as to the battle plan, Stark chose to tell her.

Neither Ultron nor his sentries could be allowed one finger on the core's handle. Were he to turn it, the city would drop, and the impact of it upon the earth would be enough to destroy every last person below. They had risen too high for it to fall now. They had to defend it, as the last wave of machines came clattering across the roads, dirt and dust swarming around them in a great cloud.

The god glowered at the automaton army, its leader hovering in the air. He was a mighty warrior. Battle had been his life and heart for ages; war had been his mistress and his domain. In truth, he had he'd faced greater foes than the heartless, soulless creature beyond the church's fencing. And he would defend the earth from ever falling to such a creature. A hand raised, the automaton's mouth stretching into an approximation of a smirk, as his army swept over the broken terrain, thousands of glowing red eyes staring back at him. Their numbers were great, and the creature looked confident in their strength.

To his right, he heard the captain groan under his breath, felt his perturbed gaze slide over him. A guilty glance was all that the god spared his comrade; perhaps it would have been better not to have antagonized the creature by letting the Vision take up the hammer against him. The automaton let a disturbing, thundering chuckle out. The eight-foot-tall monstrosity of a robot powered closer to the ground, staring at them all and sizing them up.

"I could not have asked for more. This is perfect," he crooned, jabbing a few clawed fingers in their direction. "There's no hope that you'll win against me, all of me."

Clearly, he still did not think much of their odds. Thor, for his part, shuffled his fingers along the handle of his hammer, bracing himself for what would come as his crimson cape was ruffled by the wind.

Stark, standing up straight, moved forward, his masked face staring down the abomination of his creating, the demon produced by his soul. The metal suit's head turned to the captain, sharing a nod of commiseration before he looked back at the creature. In his voice, though, Thor detected a hint of pure levity beneath the deadly intent.

"We can, and we will."

Behind them, the Hulk released an unnerving roar, the echoes of his hoarse call the trigger for the army to move forward as one. And as one, the team turned and ringed the spire, determined to meet the challenge head-on.

A/N: And that's part one of the Battle of Sokovia. Hope it came off alright; I'm trying my best to make the fight scenes interesting. About a day early with this chapter...just got into a writing jag and couldn't stop until it was done.

Points of view were bouncing all over the place for this one, but I hope it was entertaining nonetheless.

By the way, Bucky was calling Sam "bitch boy" in Russian in that one line. Because I can totally see him doing that.

Three guesses as to what's up with Kay...and the first two don't count. ;)

I don't own anything from the MCU, nor do I own any other pop culture references (Men in Black, whaddup?)

No long notes this time(thank goodness, right?); just going to say the plot is moving apace...the next chapter should be fun, too, I think. ;)

Thanks for reading, please review, and I'll see you all for the next one!