Author's Note:

Hey all! Welcome to the start of what is undoubtedly my most ambitious fanfic yet. Instead of writing a fanfic involving characters without as much depth and complexity to them, such as Total Drama, which most of my fanfics have been in so far, I'm going way beyond. To make things even more complicated and challenging for myself, this is going to be a crossover story between Marvel and RWBY.

Now, the inspiration for this story comes from a DC/RWBY crossover fanfic called Hunters of Justice, written by trestwho, and I highly, highly recommend you check that story out if you haven't already. It is phenomenal in its storytelling and character development and interactions, and it's what inspired me to come up with this idea. Will this story reach that level of quality? Only time and fan reaction will tell, I suppose. But I'm going to do my best to bring forth a quality story that bridges the best of both universes while still keeping the characters as true to themselves as I can get them.

In terms of how the Marvel characters will be portrayed, there will be a lot of different inspirations going into these characters, but the most notable will be that of the comics. There will be other inspirations and interpretations of characters thrown in too, such as Avengers: Earth's Mightiest Heroes. The MCU will have some influence, but for the most part, it'll be the comics that I use inspiration from the most.

So strap yourselves in, fellow readers and writers, and prepare to see my interpretation of what would happen in a crossover between the warriors of Remnant and Earth's Mightiest Heroes.

"Ruby…Ruby…"

With a moan, Ruby Rose slowly came to, her silver eyes blinking open. Her entire body ached. Her weapon, Crescent Rose, lay a few feet away from her outstretched hand. She slowly crawled towards it, grasping it and shakily getting to her feet.

Around her, several buildings lay in ruins. What was once the city of Vale was now a warzone. She could still hear the sounds of combat in the distance: gunfire, explosions, and, above all, the screams of pain and of the dying.

Ruby shook her head to clear it of the haze that still lingered, trying to remember what had happened. She had gone ahead of the rest of her team to scout, only to plow face first into an explosion that had knocked her senseless. An explosion that had come from…

Another explosion suddenly came from a shop directly down the road. From the smoke and rubble emerged a metallic figure, its eyes glowing red with soulless malice. It looked a little like one of the mech soldiers that General Ironwood had brought with him from Atlas, only silver instead of white, and also fully intent on killing anyone in its way. And, unfortunately for Ruby, she was the only one currently in its way.

It raised its hands at her, facing the palms directly at her. A red energy beam blasted from the hand at her. Ruby yelped and rolled to the side, converting Crescent Rose to its sniper rifle form. She fired a single shot that tore through the robot's head, shattering it into chunks of twisted metal that exploded everywhere. The robot collapsed, sparks shooting out from it.

Ruby sighed with relief, leaning against a wall for support. She was completely exhausted, having been fighting these things nonstop ever since they had started showing up two days ago. Vale's defenses were almost completely depleted; even the extra forces that Ironwood had with him to protect the city during the tournament hadn't helped a whole lot. All the Atlas mechs had been taken over within minutes, along with Ironwood's entire fleet. Though the ships had been brought down, it had cost countless lives. And there were still more and more mechs coming in, nearly overwhelming the soldiers, huntsmen, and huntresses several times over the past two days.

He called himself Ultron. No one knew where he had come from, nor how he was built. All anyone knew was that he had only one goal in mind: complete and total domination of all of Remnant.

Within minutes of his message in the middle of the tournament, he had taken down the CCT towers, cutting off communication across Remnant. Ruby had no idea how Mistral, Atlas, and Vacuo were doing, but if Vale was any indication, they were probably getting hammered just as much as they were right now.

Everyone was nearly at their breaking point. Ruby had barely gotten any sleep over the past two days, and it was clearly showing. She could feal her aura being pushed to its limits. A few more bad hits like the one she had just taken, and she'd be done for.

But she couldn't stop fighting. A lot of people were counting on her. She had to keep up the fight for as long as she could, or a lot more people were going to die.

She suddenly heard a whooshing sound from above. She looked up in horror to see a group of seven more of Ultron's robots flying towards her, all firing more energy beams from their hands. Ruby quickly ran for cover, using her semblance to fly behind a nearly destroyed wall to prepare herself. But she had only just gotten there when one of the robots fired a missile, which blew the wall apart and sent her flying.

Ruby hit the ground hard, and pain exploded through her body. She let out a grunt of pain as she got back on her feet. The Ultron robots all flew towards her, still firing on her.

Suddenly, a flash of yellow came from above as someone else leaped off a roof and onto the lead robot, slamming it into the ground hard. "I found her!" Yang Xiao Long called out before aiming Ember Celica at the remaining robots, firing multiple blasts to chase them off.

"Yang!" Ruby cried, overjoyed to see her sister there.

The remaining robots circled around in midair, moving to engage Yang. Which was a bad move on their part. As soon as they landed and tried to attack, Yang was upon them, punching them apart while aided by Ember Celica. Robot parts were flying all over the place.

One of the robots moved behind Yang, a blade extending from its wrist as it attempted to stab her. But before it could do anything, another weapon wrapped around its head and pulled it apart. Seconds later, Blake Belladonna landed next to Yang, grabbing Gambol Shroud and converting it back into a sword before slicing another robot's head clean off.

The last robot started to run away, but a white glyph suddenly appeared in front of it. As the robot smashed into the glyph, an ice spike suddenly shot from it, impaling the robot and causing its lights to go dark. Moments later, the last member of Team RWBY, Weiss Schnee, came around the corner, looking annoyed.

"Going off to scout on your own?" she said to Ruby with a hint of annoyance. "Not one of your best plans, Ruby."

"She's right, you know," Blake agreed. "We need to stay together. Without communications, we can't contact each other if we get separated from one another."

Ruby thought about arguing, but decided against it. There were more important things to worry about. "How many more are nearby?" she asked.

"It looks like we've cleared the area for now," Yang reported, loading Ember Celica with a few more Dust rounds, "But we're all running low on Dust. We need to get to one of the field camps to reload."

"Then let's get going," Ruby decided. "We need to get more ammo and get back in the fight."

"What we need is a few hours of rest," Weiss spoke up with a yawn. "I'm exhausted."

"We're all exhausted, Weiss," Blake told her, brushing her hair back. "But we don't have time to rest. Ultron's drones are going to keep coming whether we're on our feet or not."

"They'll be time to rest when we kick Ultron's metal butt out of Remnant," Yang agreed, pumping her fist for dramatic effect.

"And how long is that going to take?" Weiss questioned. "We don't even know where he is. Not even his message gave us any clues as to where he's hiding out."

The message. The one that had changed everything. Just thinking about it made chills run up Ruby's spine.

It had been during the duos round of the tournament. Yang and Weiss were about to face off against Team FNKI. In fact, Professors Port and Oobleck had just told them to begin when all the screens in the arena turned to static. For a moment, the only sound was that of the crowd's concerned whispers. Then, he appeared on every screen, every scroll—everything that could show him.

The only thing that the screens showed was his face: a twisted mass of silver, with an open, glowing red spot where his mouth should be. A pair of red eyes completed the look of the robot as he began to speak.

"Greetings, people of Remnant," he began, his metallic voice echoing throughout the arena. "I am Ultron, and I have come to liberate your world.

"Remnant is filled with chaos. Monsters running rampant, barely held back by soldiers who have sworn to protect you. Your protectors have failed you. And now…I am here to bring peace to your world by ensuring the extermination of all life on your world.

"You will try to fight me. You will fail. I have defeated gods and warriors far stronger than anything your world has to offer. Those who survive this battle will have a place in my plans, despite your inferiority from your humanity. Therefore, certain…upgrades will have to be made.

"This will be your only message before your end begins. This world…is mine now." And just like that, every screen went dark.

For a moment, no one spoke. Then the panic began.

Now, two days later, Ruby still felt sick to her stomach over all of it. The Vytal Festival was supposed to be a time of happiness and unity. Instead, it had turned into a bloodbath.

The only good thing that had come from the situation was that there hadn't been any sign of the Grimm anywhere near Vale. The last thing that anyone needed was for them to show up and cause even more problems than they already had.

"Ruby?" Yang's voice snapped Ruby away from her thoughts. "Are you okay?"

"I'm fine," she insisted. "I'm just…I'm worried about Dad."

Yang pulled Ruby into a quick hug. "I'm sure that, wherever he is, he's safe."

Normally, Ruby would've felt reassured by this. But after everything Ultron had said, everything he planned to do, she was unsure that her father would be okay.

"At least Uncle Qrow is still here," Ruby thought. "At least I know he's okay for now."

"Are you two coming, or what?" Ruby and Yang looked over to Weiss. She and Blake were a few paces down the street, looking back at them.

Ruby gripped Crescent Rose tightly before reloading it with a fresh Dust round. "We're coming."

High up in his tower, Professor Ozpin could only watch as Vale burned before him. In all his years of living, he had never seen destruction like this from anyone other than the Grimm. He gripped his cane tightly as he saw, in the distance, a tower collapse in flames.

The defenses would not hold much longer. Even with the all the students that had been in Vale for the Vytal Festival helping out, they could only keep Ultron's forces at bay for so long. And Ozpin had been hesitant to send them out in the first place. They were students, after all, not soldiers. But after the first day, when the Atlesian Mechs had all been hacked by Ultron and over half of Ironwood's human soldiers dead, he had been left with little choice but ask for volunteers.

He wasn't surprised at all when nearly every student from all four kingdoms stepped up to help. They were training to be warriors, after all. But now, as the carnage continued and reports came in about these students being brutally killed by Ultron's robots or simply vanishing without a trace, he was wondering if he had made the right choice.

The elevator doors slid open, and Qrow Branwen sauntered in, hands stuffed in his pockets. "Not looking so good out there, Oz," he commented.

Ozpin didn't answer him at first, continuing to stare out the window. Then, he asked him, "Any sign of them?"

Qrow pulled his flask out and took a long swig from it. "Scouted as far away from Vale as I could without drawing too much attention to myself. If there were any Grimm nearby, they're long gone, and it doesn't look like there'll be more coming anytime soon."

Ozpin nodded in understanding. "At least we can take solace in the fact that she isn't behind this attack."

"Unless she's working with whoever built Ultron," Qrow reminded him.

"It is true that their goals appear to be similar," Ozpin admitted. "But I find it hard to believe that Salem would be in league with something even she doesn't fully understand."

"It's a mass murdering robot, Oz," Qrow pointed out. "There's not much to understand."

"Perhaps. But I believe that this "Ultron" is something more. Something that Remnant has never seen until now. And his seemingly unlimited amount of drones is also alarming. It stands to reason that Ultron has been planning this for some time, and has chosen now, when we are at our most vulnerable, to make his move."

Qrow cocked his head slightly. "You mean the one behind Ultron?"

"I mean Ultron himself." Ozpin finally turned away from the window to face Qrow. "It has become evidently clear that Ultron is some new form of artificial intelligence. While he may have been built by human hands, he acts on his own accord, with a singular purpose to destroy mankind."

Qrow took another drink from his flask. "Be honest, Ozpin," he said, "do we still have a chance to win this fight?"

Ozpin held his cane tightly. "Every battle can still be won as long as one still has enough hope to fight in it," he eventually answered.

Qrow slipped his flask away. "Right. Anyway, if you're satisfied that the Grimm aren't going to show up at all, I'd like to go help out in the battle."

"Go," Ozpin ordered. "And good luck."

Qrow turned around and left, leaving Ozpin alone in the tower once more. He turned back towards the window, looking out over everything.

There would be a time soon, he knew, where he himself would have no choice but to enter the battle. When that happened, some, if not all, of his secrets may be revealed. But he would have to deal with that later. The important thing was that Ultron had to be stopped.

But even now, as the world burned around him, he was left pondering Qrow's question…and wondering if, indeed, this was a fight that they could win…or even survive.

Two Atlesian soldiers stood at the edge of the camp when Team RWBY arrived. They barely gave them a second glance as they passed. "Only two guards?" Weiss questioned. "I thought these camps are supposed to be more defended than that."

Blake stopped, putting a hand to her mouth. "I think I know."

Spread out all over the camp were medical beds, each one occupied by an injured soldier or huntsman. A lot of them were covered in burns, but there were some that looked barely alive, covered with blood and missing limbs.

"It's…this is horrible," Blake breathed.

Ruby tensed up upon seeing everything in the camp. "So many people are getting hurt," she whispered.

Yang gripped Ruby's shoulder tightly. "We won't stay long, Ruby. We'll just get some more Dust rounds and get back out there."

"Hey, isn't that Team JNPR over there?" Weiss suddenly said, pointing off to the ammo tent. Ruby looked over and saw that, indeed, Team JNPR was outside. All four of them were busy reloading their weapons. Even from this distance, it was clear that they were just as exhausted as Team RWBY was.

Without waiting for the others, Ruby started running over to her friends. JNPR's leader, Jaune Arc, looked up at her approach, his tired face managing a relieved smile.

"You guys are okay," he said as Ruby wrapped him up in a hug.

"Despite Ruby's best efforts to get herself killed," Weiss replied. Ruby gave her a playful scowl.

"We've been fighting on the north side of Vale," Pyrrha Nikos reported. "Ultron's been sending a lot of his forces there. It's been…hard."

"But at least we've gotten plenty of robot heads to smash!" Nora Valkyrie crowed, swinging Magnhild around victoriously. "They never stood a chance!"

"Perhaps for now," Lie Ren spoke up in his usual, calm manner. "But we can't keep this up forever. And unlike us, Ultron's drones don't need to rest or eat. They can keep going for as long as he wants them to. He can easily win this fight by tiring us out."

"At least we've been able to take down his drone squads when they've shown up," Jaune concluded. "Pyrrha's been a real help. Her Semblance is taking down robots faster than they can land."

Pyrrha blushed slightly. It was no secret that her metal controlling Semblance was going to be a massive hinderance to any of Ultron's minions. But she could only do so much, especially with little to no time to rest and let her Aura recharge.

"We just came by to get more ammo," Weiss said.

"Good luck," Jaune told the girls. "We only got a few more rounds each."

"What? You're kidding!" Yang exclaimed.

"Unfortunately, everyone's running out of Dust," Ren explained. "Vale was already running low thanks to Torchwick and the White Fang stealing most of it, and the constant fighting is depleting even the supply that General Ironwood brought with him from Atlas. There's just not enough of it to go around."

"How are we supposed to fight these things if we don't have any ammo?" Weiss complained.

"We'll just bash them around until they fall apart!" Nora suggested. "We'll be all 'Wham! Smash! Boom!'"

Weiss shook her head. "Well, at least someone's enjoying themselves as we fight for our lives against an unstoppable robot army."

"Come on, guys," Ruby told her team. "Let's get what we need and get back out there."

Team RWBY entered the tent, where an older looking Atlas officer glanced up at their approach. "Who're you supposed to be?" he questioned grumpily.

Ruby hesitated, taken aback by his tone. "Uh…Team RWBY? We need some more Dust?"

The officer waved them to the side, where crates were lying about. "You get five rounds each. Don't let me catch you taking more than your fair share."

"Five Dust rounds each?" Weiss repeated with a scoff. "You must be joking."

"I'm not. You're lucky we can even spare this much for you. I've been hearing reports that some of the other camps have completely run out of ammo. Won't be long until there's not a speck of Dust left in the Kingdom."

"What are we supposed without Dust?" Yang asked.

"Want my advice? Save one of those rounds for yourself."

"Aren't all the Dust rounds for ourselves?" Ruby asked, confused.

"That's not what he meant," Yang growled, her eyes briefly taking on a red hue as she glared the officer down.

"Calm down, Yang," Blake told her gently, putting a calming hand on her friend's shoulder. "Let's just get what we came for and go."

Yang shoved her off, marching over to the crates. "Hey, there's only Fire and Lightning Dust left here!" she complained.

"That's all we have left," the officer insisted. "Like I said—we're running out all over the place.

"This is worse than we thought," Blake realized as the girls slowly got the rounds that they needed. "We're not going to last long without any Dust. The drones can just pick us off one by one from a distance without ever having to get close enough for us to engage with blades."

"It's not over yet," Ruby decided. "We can still win."

Yang smiled slightly at her sister's optimism. The world as they knew it could be ending, and Ruby would still find a way to have hope.

"Mayday! Mayday! We're under heavy attack from Ultron drones at The Breach! Need reinforcements! We can't—" The voice suddenly exploded through Ruby's head before cutting out without warning. She stumbled back in shock. From the looks on the rest of her team's faces, they had all gotten the same message.

"Was that…Fox?" Weiss asked.

"It sure sounded like it," Blake confirmed. "He must be using his Semblance to try to get help."

"If Team CFVY is in trouble, we need to go help them," Ruby decided.

Yang flashed a dangerous grin, punching her fists together. "We're right behind you, Ruby."

The four girls raced from the tent, passing by Jaune's team along the way. "Where are you guy's going?!" Jaune called after them.

"Coco's team is in trouble!" Ruby yelled back. "We're going to back them up!"

Team JNPR exchanged worried looks for a moment. Then Jaune ordered, "Let's go," and they began to follow Ruby and her team towards the west side of Vale, where Team CFVY reportedly was.

As the eight huntsmen and huntresses in training ran, worry began to crawl through Ruby's head. Fox had only been able to get a brief message out before getting cut off. Given that his Semblance usually lasted either for as long as he needed or until he cut it off on his own free will, the fact that he was stopped mid-message meant that he probably had run out of Aura. Or was knocked out. Or…

"No," Ruby thought determinedly, "He's not dead. He and Coco and the rest of their team are fine. We'll get to them in time."

They had been running for close to ten minutes when they came upon the site that they had been running towards: The Breach. Once upon a time, Teams RWBY, JNPR, CFVY, and many others had fought off a Grimm invasion of Vale led by Roman Torchwick and the White Fang. While the damage had been repaired and the breach sealed long before the Vytal Festival had started, now the area was once again in ruins. Luckily, there weren't any holes in the street that would potentially let more Grimm into the city. But, above all, there were no sign of Team CFVY.

"Where are they?" Jaune asked. "This is where they were, right?"

"That's what Fox said," Yang confirmed.

"Then…where'd they go?" Blake wondered.

Ren walked forward and knelt on the ground. "They were definitely here," he reported. "There's signs of a recent fight all around the area." He found a shell from a Dust round and picked it up, feeling it in his hands. "The shells are still warm."

"Then they can't have gotten far," Ruby realized. "They must be close."

"I don't think so," Ren admitted. "If they were close, we could still hear them fighting."

"Unless they got captured," Pyrrha spoke up.

"That doesn't make sense," Weiss insisted. "Ultron wants to kill everyone. Why would he take prisoners?"

"Ultron said he had plans for the ones that survived," Jaune said gravely. "I don't even want to know what those plans are."

"If he's taken Coco and the others prisoner, we need to get them out," Ruby decided.

"Ruby, we don't even know where he's keeping them," Blake warned. "And we don't have the numbers or the resources to stage a prison break."

"But they're our friends!" Ruby protested. "We can't just abandon them!"

"We'll find a way, Ruby," Yang promised. "After we've secured Vale."

"How hopelessly naïve." The eight teens whirled around at the sound of the new voice. Lurking in the shadows was a large, broad shape. Glowing red eyes suddenly came to life as the figure stepped out into the moonlight. It was another robot, much like the drones that they had been fighting, though this one looked taller, broader, and held a sense of superiority and sentience that the others hadn't had. It was obvious who this was.

"Ultron," Ruby breathed as she and the others readied their weapons. "What did you do to CFVY?"

The lights in Ultron's eyes glowed brighter. "I'm about to send you there." The voice came from the robot, but its solid mouth didn't move an inch.

"If you're looking for a fight, you're going to get one," Yang challenged.

Ultron chuckled. "It would be illogical for you to attack me. Even you, Yang Xiao Long."

Yang tilted her head slightly. "You know who I am?"

"I know everyone at Beacon Academy," Ultron answered. "I have downloaded and analyzed the files on every student, teacher, and soldier currently in the kingdom. I know every strength, every weakness, everything there is to know about each and every one of you."

"If you think you can intimidate us, think again," Weiss warned.

"I don't need intimidation," Ultron responded. "I have yet to encounter anything on this world that will even come close to rivaling my power. None of you compare with the likes of what I have faced on Earth."

"Earth?" Nora repeated. "What the heck is that supposed to be?"

"A place far, far from here," Ultron replied. "The place where I was created. The place where gods and Avengers tried to stop me from saving the world."

"By killing everyone?" Ruby asked. "That's not saving anyone. That's just…senseless murder! You're no better than a Grimm!"

"Ah yes, the Grimm. Fascinating creatures."

"Fascinating? They're monsters, just like you!"

Ultron's eyes seemed to glow brighter. "You can call me a monster, but you failed to see the monsters living among you."

"Monster or not, there are eight of us, and only one of you!" Nora called, swinging Magnhild and pointing it at Ultron. "You've got no chance.

"Oh, do you believe that Pyrrha Nikos' abilities will be able to stop me?" Ultron asked, staring directly at Pyrrha. "I have long ago taken the necessary precautions to ensure those with magnetic abilities would not be able to harm my main body. And none of your weapons will be able to penetrate my Adamantium plating. Your chances of victory are less than 0.000001 percent."

"Yeah, we don't really give a damn." Yang suddenly charged, lunging straight at Ultron with a pulled back fist ready to strike. In the blink of an eye, Ultron reached a hand out and grabbed Yang's fist as she brought it forward. Ember Celica fired, but the shot was absorbed by Ultron's hand.

Yang's eyes widened in shock as Ultron's eyes glowed brighter. Then, twin lasers shot from them, hitting her and launching her through a nearby building.

"Get him!" Jaune yelled, and the two teams moved in for the attack.

Ultron's eye lasers blasted at Jaune, who ducked behind his shield as Ren leaped over him, firing StormFlower at the robot. The shots simply bounced off his armor as he swung at Ren, who ducked and tried to slice Ultron in the chest. The blades bounced off the armor, and Ultron was able to kick Ren aside.

Nora converted her weapon into its grenade launcher form and fired several shots, which exploded on impact. These, however, served little to do anything but annoy Ultron, who raised his arms and fired two missiles at her. Both hit her directly in the chest, knocking her to the ground, her Aura flickering weakly.

A glyph appeared under Ultron and a small block ice formed around his legs, courtesy of Weiss's semblance. Blake darted forward, launching the lines from Gambol Shroud onto buildings and using them to swing forward to attack. Ultron raised his hands and fired several beams at her, but at the last second, Blake activated her semblance, creating a shadow clone and moving behind him, trying to take him from behind. Ultron, however, swung his arms back and grabbed Blake's arm, before turning his whole head around to face her as she struggled to break free. A blast of energy shot from where his mouth would be, engulfing the Faunus and sending her flying, her body smoking.

A spear suddenly slammed into Ultron, bouncing off his chest. Pyrrha slid in, grabbing her weapon and thrusting it at him. He batted Miló aside and swung down to punch her, but she raised her shield, blocking the strike before rolling aside, calling forth several scattered pieces of metal and flinging them at him.

Ultron knocked each piece aside like it was nothing before rapidly shooting at Pyrrha. She rolled aside to avoid getting shot as Jaune moved in, using his shield to block the blasts. But as he got too close, Ultron managed to grab him, yanking his shield away before punching Jaune so hard that he slammed into Pyrrha, sending them both to the ground.

Ruby charged with an explosion of rose petals, getting close to Ultron and rapidly striking him over and over with Crescent Rose in its scythe form. Ultron barely reacted from the strikes, instead blasting Ruby back with his eye lasers. Weiss used another one of her glyphs to stop Ruby from hitting a building, only to be blasted herself by Ultron, sending her sprawling.

Ren was back on his feet and was shooting at Ultron. But nothing was getting through his armor. "Oh, how you try so hard," he commented, grabbing Ren by the face and slamming him hard into the ground. "But in the end, it doesn't matter how much you've trained to handle the horrors of your world."

Yang emerged from the building that she had knocked into, her hair glowing and her eyes an enraged red. She used Ember Celica to propel herself towards Ultron with a fierce battle cry. The robot took the blow with ease before throwing Yang to the ground, stomping on her several times before kicking her aside. "It doesn't matter how much hope you have left."

Gambol Shroud wrapped around Ultron's head as Blake, her skin covered in burns, launched another attack. In response, Ultron grabbed the cables of the weapon and tugged on them so hard that she was smashed into the ground, leaving a small crater behind. "It doesn't matter how many warriors you send at me."

Ruby, Weiss, Pyrrha, and Nora all began firing on Ultron with their weapons. Explosions rocked against him, but clearly wasn't doing any damage. "In the end…you all burn." His eyes shot solid beams of energy at the group, knocking them all down one by one.

Ruby skidded along the ground a few feet, sliding to a stop next to Yang, who was struggling to get back up, but soon collapsed, her Aura clearly depleted. She lifted her head up to see that the rest of her team and Team JNPR were in similar states. No one had the strength to get back up. The constant fighting over the past two days and lack of rest had taken its toll.

She turned her head to Ultron, who was slowly approaching, as if he had all the time in the world. His eyes glowed with triumph as he looked over his victims.

Every muscle in Ruby ached as she crawled to her feet, using Crescent Rose to support herself. "So," Ultron said. "You still have a little fight left in you."

Ruby swayed slightly as she mustered the last of her strength. "You still think you can beat me, Ruby Rose?" he questioned. "You are wrong. You are nothing more than a weak little girl with delusions of grandeur. That's all you will ever be."

Ruby clenched her fist around Crescent Rose. "I don't care what you say!" she declared. "We'll stop you! And you can bet on that!" She activated her semblance one more time, rushing forward with a burst of rose petals and slicing at him directly. Ultron moved to block, but the tip of the scythe seemed to catch on something as he moved, ripping what appeared to be a small wristband off.

Ultron didn't seem to notice as he seized Ruby by the throat. "You cannot stop what you don't understand," he told her as she struggled, choking in his grip. "But you will still be useful for my plans." A new glow came from his mouth as he prepared to shoot Ruby at point blank range. "After, of course, some…readjustments."

"GET AWAY FROM HER!" Yang was back on her feet, an energy burning around her as she evidently channeled the last of her strength into her Semblance. With a scream of rage, she lunged at Ultron. The machine turned his head to her, dropping Ruby and firing the beam that was meant for Ruby at Yang. The shot hit her directly in the head, and Yang fell to the ground.

"Yang!" Ruby cried, crawling to her side. Her eyes were closed, but she was alive, her breathing shallow.

"Now you see the full magnitude of what you face," Ultron said, slowly marching towards Ruby again. "And you see that you have no hope of standing against me. Your kingdoms are falling. Your academies are in flames. Your armies, your heroes—they will soon be mine."

Tears were falling down Ruby's cheeks as she put herself between Ultron and Yang, throwing her body over her sister to protect her. As she did, she spied something glowing on the ground. It was the wristband that she had managed to slice off Ultron. She reached a weak hand out and closed her fingers around it, bringing it close to her for a closer look.

It was small, with a small red gem at the center of the wristband. Ruby had never seen such a gem before, but she could feel the power radiating from it. It was unlike anything she had ever seen before.

"What are you doing?!" Ultron was upon her, his eyes blazing. "That doesn't belong to you!"

Ruby realized instantly that whatever the wristband was, it was important to Ultron. Her eyes glared at Ultron as she raised the wristband high into the air.

"No!" Ultron yelled, trying to lash out and grab the wristband. But it was too late. With a last, determined cry, Ruby slammed the wristband into the ground. She heard it crack and shatter next to her just as Ultron punched her again, sending her sprawling.

That was when a rush of energy flashed through her body. Out of the corner of her eye, she could see her friends all glowing with a pinkish light. In that same instant, everything changed, and she was slamming into something solid, causing her to cry out in pain.

When Ruby landed on the ground, she didn't get up again. Her strength was gone. As her consciousness faded, she vaguely saw that she was on some sort of rooftop.

And then she knew no more.

Elsewhere, in a place that would certainly be unfamiliar to Ruby, an alarm began to blare as every monitor in the room began flashing a warning. In front of the monitors was a metal figure splashed with green and yellow colors over his body and a fully red face. His mechanical eyes watched the monitors, analyzing the data that was coming through.

"What do we got, Vision?" Two men entered the room. The one that had spoken was a young, muscular man with blonde hair. The other was a dark-haired man with a mustache and beard.

"Our sensors have just detected a strange power spike in Manhattan," the android, Vision, reported. "Origin unknown."

"Where in the city?" the blonde man asked. "If it's at Stark Tower—"

"Based on these calculations, the origin of the disturbance seems to have been over an apartment building," Vision interrupted. "One that is nowhere near Stark Tower."

The two men exchanged a look. "Might be worth checking out, Steve," the dark-haired man said. "It could be trouble."

"I agree," Steve answered. "Call the others and tell them to suit up. Meet at the Quinjet in five."

"You got it, Cap." The dark-haired man tapped his watch and metal suddenly washed over him, forming a red and gold metal suit around his body. The man then activated his comm and gave a two-word order that would rally the world's greatest heroes for a mission.

"Avengers Assemble!"

And so begins our tale. What kind of interactions between the RWBY characters and the Marvel characters do you think would be interesting to see? What characters would work well together? And how will the Avengers react to the knowledge of Remnant and everything that goes on there? These and other questions may or may not be answered at the next chapter. But until then, this is Guest 1138, signing off.