Steve is on the roof, the quinjet behind him. He tells Clint and Natasha to stay close. He runs inside the lab and finds Helen.

Helen says that Ultron is uploading himself into the body.

"We need to find him before he can." Steve said.

Steve asks where he is.

Hele says that the gem is inside the cradle and its powerful and uncontainable so they can't blow it up. She tells him to get the cradle to Tony.

Steve says the he needs to find it first.

"I really hope Helen'll be okay." Bruce said.

Steve, over comms, asks if they copied that.

Clint says that they did.

Natasha says that there's a private jet taking off across town with no manifest. She says that it could be him.

"Could be."

Clint sees a truck and recognizes it as one from the lab. He tells Steve that its on the loop by the bridge and there's 3 of them with the cradle and says that he can take the driver out.

"Don't shoot it!"

Steve tells him not to and says that the city could be leveled if the truck crashes. He says that they need to draw out Ultron.

Ultron says to leave him alone then he blasts the door.

"He sounds like a child." Scott said.

Steve says that he's unhappy and he'll try and keep him that way.

"How-" Quill started to ask.

"If he's unhappy, chances are he'll focus more on me." Steve said.

Clint tells him that he's no match for him.

"Thanks for the vote of confidence." Steve said.

Steve thanks him. Ultron throes Steve into a car. Steve jumps back onto the truck, Ultron flies up to him.

Ultron says that the power to make real change is in the cradle and says that that terrifies Steve.

"Your definition of real change is to end the world, so yes, it is terrifying." Clint said.

Steve says that it isn't a comfort. They start fighting. Steve kicks his shield into Ultron's chest. Ultron shoves the shield down, then blasts Steve away.

"Damn."

Clint counts down from 3 and tells Natasha to give them hell. Natasha drops out of the quinjet on a motorcycle.

She picks up the shield and says that she's always picking up after them.

"Welcome to my world." Gamora said.

Clint says that they're headed under the overpass.

Natasha asks which way.

Clint tells her to make a hard right. Natasha drives through the city, slides under the truck and tosses Steve his shield.

"Nice."

Steve hits Ultron away. Ultron lifts a chunk of the road.

"How did he do that?" Hope asked.

Natasha drives up some stairs and tells everyone to get out of the way. Ultron hits Steve into another car and pulls up another chunk of the road.

"Whoa."

Steve jumps back onto the truck. Natasha asks Clint if he can draw out the guards.

Clint says that they can find out.

Natasha is still driving through the city. She says 'beep beep.' as she passes some people.

Everyone laughed at that.

Clint starts shooting at Ultron. Two robots fly up to the quinjet. Clint spins it, knocking them off.

"Good move." Maria said.

Wanda and Pietro are watching this on the news.

"You gonna help out now?" Clint asked.

Steve throws Ultron into a pillar, then tackles him into a bus. Clint says that Ultron is headed back towards her. He tells her to do whatever she's going to do.

Natasha says that she's going in and asks Steve if he can keep Ultron occupied.

"What does it look like I've been doing?" Steve asked.

Steve asks her what she thinks he's been doing.

"Sorry." Natasha said, laughing a little.

Natasha jumps into the truck. Two robots attach themselves to the sides and start to lift it. Clint says that the package is airborne.

"Yeah, no shit."

He says he has a clean shot.

"Don't shoot!" Everyone yelled.

Natasha tells him not to because she's still in the truck and tells Clint to be ready because she's sending the package to him.

Clint asks her how she wants him to take it.

"Don't take it out of context, don't take it out of context." Scott chanted. Hope and Hank rolled their eyes.

Natasha says that he might wish that he didn't ask that.

Ultron and Steve are still fighting. Pietro rushes in and tackles Ultron. Wanda blocks him off. Ultron asks them not to do this.

Wanda asks what choice they have. Ultron blasts a hole in the train and flies off.

"Shit!"

Steve says he lost Ultron and he's headed their way.

Clint tells Natasha that they have to go. Natasha gets the cradle into the quinjet, Ultron grabs her leg and pulls her out.

"Nat." Clint gasped.

Clint asks Steve if he can see Natasha. The train starts crashing.

Steve tells him to get the package to Tony.

Clint asks if he has eyes on Natasha.

Steve tells him to go. Clint turns around and flies off.

Natasha, Steve and Clint glanced at each other, they knew that this came with a risk, at the moment preventing Ultron from getting the cradle was more important.

Steve turns to the twins and says that there are civilians in their path. Pietro rushes off. Steve asks Wanda if she can stop the train. Pietro clears the civilians. The train crashes through a building. Wanda uses her power to bring the train to a slow stop.

Everyone let out breaths they hadn't known they'd been holding.

Everyone gets off the train. Wanda helps Pietro. Pietro says he's fine and says he just needs a minute.

Steve says that he's tempted to not give them one.

"We wouldn't have blamed you." Wanda said.

Wanda asks if he got the cradle.

Steve says that Tony will take care of it.

Wanda says that he won't.

"Okay, first of all you're not completely innocent here either so don't play the blame game." Fury.

"And you willingly worked with Ultron and you messed with 5 of the Avengers' heads so I really don't think you get to speak right now." Coulson said.

Steve tells her that she doesn't know what she's talking about and says that Tony isn't crazy.

"Thank you, Steve." Tony said.

Wanda says that he'll do anything to make things right.

"That's the whole point, it's mostly my mess, I should be the one to clean it up." Tony said.

Steve asks if anyone is on comms.

Wanda says that Ultron can't tells the difference between destroying and saving the world. She asks Steve where he thinks he gets that.

Tony flinched at her words. Ultron was right when he said 'Everyone creates the thing they dread' he feared what Ultron is trying to do and he created Ultron.

"The difference between Ultron and Tony is that Tony wouldn't actively try to destroy the world which is exactly what Ultron is trying to do." Rhodey said.

Tony, Bruce and Clint are in the lab. Bruce asks if there's any news on Natasha.

Tony says that he hasn't heard anything but she is alive because if she were dead Ultron would rub their faces in it.

"Based off of what we've seen so far, I don't doubt that that's what he'd be doing." Natasha said.

Clint says that the cradle is sealed tight.

Bruce says that they're going to need to access the program and break it down from within.

Tony asks Clint if there's any chance that Natasha would have left a message outside of the internet.

"I would." Natasha said.

Clint says that there's some nets he can cast and says that he'll find her.

"I don't doubt it." Natasha said.

Bruce says he can work on tissue degeneration and Tony can fry the operational system.

Tony says 'about that.'

"No, you better not be thinking what I think you're thinking." Bruce said.

"It didn't actually go terribly this time around." Wanda said, sparing a glance at Vision.

Bruce tells him no.

Tony tells Bruce to trust him.

Bruce says that he kind of doesn't.

"I don't- I don't blame you." Tony said.

"It's way to risky, especially after seeing how Ultron turned out. I wouldn't want to accidentally create another one." Bruce said.

Tony says he found the gut who was protecting the nuclear codes. He brings up the 3d image of JARVIS.

Everyone's eyes widened.

"Well, I'll be damned." Tony said.

JARVIS greets Bruce. Tony says that Ultron didn't go after JARVIS because he was angry but because he was scared if what JARVIS can do.

"I guess that makes sense, fear is oftentimes a better motive than anger." Maria said.

Tiny says that JARVIS went underground and dumped his memory but not is protocols. He says that JARVIS didn't know he was in there until pieced him together.

"Wow. You designed JARVIS really well." Shuri said.

Bruce asks Tony if he wants him to help him put JARVIS into this thing.

Tiny says that he wants to help Bruce put JARVIS into this thing.

"It does sound better when you put it that was, no offence." Sam said.

Tony says that they're out of his playing field and says that Bruce knows bio-organica better than everyone.

Bruce asks if Tony assumes that JARVIS' operational matrix can beat Ultron's.

"I do." Tony said.

Tiny says tha JARVIS has been beating Ultron from the inside without knowing it. He says that this is their opportunity to make Ultron's perfect self without all of the homicidal glitches.

JARVIS says that he thinks it's worth a go.

"Even JARVIS thinks its a good idea?" Maria asked.

Bruce says that he's caught in a time loop and says that this is where it all went wrong.

Tiny says that he knows what everyone is going to say because they're already saying it. He says that they're mad scientists and monsters and they should own it and make a stand.

"I don't think that that was the best way to put it." T'Challa said.

He says that it isn't a loop but it's the end of the line.

Steve and Bucky perked up a bit, hearing that. It reminded of them of the thing they would say to each other.

Natasha wakes up on the floor. Ultron says that he wasn't sure she would wake up. He says that he wants to show her something and he doesn't have anyone else to show it to.

"I wonder why." Wanda said.

He says that he thinks about the purity of meteors and how at the end of them the world is made clean for men to rebuild. He says that he was meant to be new and beautiful.

"Technically... no."

He says that the would would've looked to they sky and seen hope and mercy but instead they'll look up in horror because of them. He says that what doesn't kill him- A different body destroys the current body.

Everyone flinched.

Natasha backs away. He finishes his sentence by saying that it makes him stronger. He locks her in a cage.

Everyone glared at Ultron.

Tony and Bruce are working on the upload. Natasha uses Morse code to send a message to Clint, who tracks the message.

"Smart."

Tony says that the framework is not compatible/

Bruce says that the genetic coding tower is at 97% and they need to upload the schematic in 3 minutes.

Steve arrives and says that he's only going to say this once.

Tiny suggests that he say it nonce.

A few people chuckled.

Steve tells them to shut it down.

Tony says that that isn't going to happen.

Steve says that they don't know what they're doing.

Bruce asks him if he does and asks if Wanda isn't in his head.

Wanda says that she knows Bruce is angry.

"Oh, really? You do?" Bruce asked.

Bruce says that they're past that. He says that he could choke her out and not change a shade.

"I wouldn't have blamed you." Wanda said.

Steve says that after everything that's happened-

Tony says that it isn't compared to what's coming.

Wanda says that he doesn't know what's in there.

"That was Ultron's consciousness, it isn't Ultron's anymore." Tony said. "That's what you didn't understand."

Steve says that it isn't game.

"Nobody said it was!"

Pietro rushes and unplugs everything and tells them to continue.

Clint shoots the glass, Pietro falls through. Clint asks if he didn't see that coming.

"I got him back." Clint said.

Tony says that he's rerouting the upload. Steve throws his shield, Tony grabs a gauntlet and shoots him with it.

"Fighting will get you nowhere!" Coulson yelled.

Wanda tries to use her magic, Bruce puts her in a chokehold and dares her to piss him off.

"I deserved that." Wanda sighed.

Tony and Steve send each other flying back, Wanda frees herself. Thor enters.

"This is so chaotic." Loki said.

Thor jumps onto the cradle and calls lightening down onto it.

Everyone tensed.

Vision bursts through the glass.

"That's... you." Steve said to Vision.

Vision leaps toward Thor, who throws him into the glass.

"I thought you said this didn't go terribly." Natasha said.

"Just watch." Wanda said.

Vision stops himself before he flies out of the building. Vision materializes himself some clothes as the everyone walks toward him. Vision apologizes and says that that was odd. He thanks Thor.

Everyone looked a mix between wary and confused.

Steve asks Thor if he helped create it.

Thor says that he had a vision of a whirlpool that sucks in all hope of life and at it's center is the stone.

Bruce asks if he means the gem.

"The mind stone." Everyone practically sang.

Thor says it's the mind stone and it's one of the 6 Infinity Stones which are teh greatest power in the universe that are unparalleled in their destructive capabilities.

"Wow."

Steve asks why he would bring it to-

Thor cuts him off by saying that Tony was right.

Bruce says that it's definitely the end of times.

"Thanks Bruce." Tony said sarcastically.

Thor says that the Avengers can't defeat Ultron.

Vision says that they can't do it alone.

"That is true." Clint said.

Steve asks why Vision sounds like JARVIS.

"Because he was created from JARVIS... sort of." Tony said.

Tony says that the reconfigured JARVIS' matric to create something new.

Steve says he's had his fill of new.

"Yeah, well... get used to it you live in the 21st century." Tony said.

Vision asks if Steve thinks that he's a child if Ultron.

Steve asks if he isn't.

Vision says he isn't JARVIS or Ultron he just is.

Wanda says that she saw annihilation when she looked into his head.

"You looked into Ultron's head. Not mine. Same body different mind." Vision said.

Vision tells her to look again.

A few people laughed.

Clint says that Wanda's seal of approval means jack shit to him.

"Same here." The other avengers, excluding Steve, said.

Thor says that the twins' powers, their visions and Ultron all came from the mind stone and they're nothing compared to what the stone can unleash. And says that with it on their side-

Steve cuts him off and asks Vision if he's on their side.

Vision says that he doesn't think it's that simple.

"How is it not that simple?" Gamora asked.

Clint says that it better get simple real soon.

Vision says that he's on the side of life and Ultron isn't because he'll end it all.

"So you are on our side." Steve said.

Tony asks him what he's waiting for.

Vision says he's waiting for them.

Bruce asks where.

"Sokovia." The avengers realized.

Clint says he's in Sokovia and Natasha is there too.

Brice says if they're wrong about him and he is the monster that Ultron made him to be-

Vision cuts him off by asking him what he'll do. He says that he doesn't want to kill Ultron because he's unique and he's in pain. he says that that pain will roll over the Earth so Ultron must be destroyed.

"So you don't want to kill him but you know he needs to be killed?" Natasha asked.

He says that they need to destroy every form he;s built and every trace of his presence in the internet and they need to act now. He says that not one of them can do it without the others. He says that he might be a monster and he doesn't think he'd know if he were one and he isn't what they are or what they intended.

"You're different."

Vision says that there may be no way to trust him and says that they have to go. He lifts Mjolnir.

Everyone's jaws dropped, they were not expecting that.

"That is what made you trust me." Vision said.

Thor takes the hammer and Vision walks off. Thor pats Tony on the back and tells him 'well done.'

"Yeah I agree." Everyone said.

"Again, You designed JARVIS very well." Shuri said.

Steve says that they have 3 minutes to grab what they need. Clint grabs some arrowheads. Pietro grabs some shoes and a shirt. Tony goes through some AI's before using one called FRIDAY.

"You have that many?" Steve asked.

Pietro tosses Wanda a jacket.

"That's my jacket." Natasha said.

"Oh." Wanda said.

Clint looks at a picture of his family.

Clint smiled softly.

Tony says that if there is one tin soldier left standing they've lost. He says that it's going to be blood on the floor.

"The stakes are high." Rhodey said.

Steve says that he doesn't have any plans tomorrow.

Tony says that he gets first crack at Ultron because he's the one he's waiting for.

Vision says that that's true and Ultron hates Tony the most.

Everyone laughed.

Steve says that Ultron knows that they're coming and they'll be riding into heavy fire and they signed up for that but the Sokovians didn't. He says taht their priority is getting them out.

"That's right."

Pietro rushes into a police station and says that they're under attack and says to clear the city. Nobody moves.

"Why aren't they doing anything?" Sam asked.

Pietro rushes back in, with a gun, he starts shooting through the ceiling and tells them to get off their asses.

Everyone chuckled a bit at that.

Wanda smiled a little. "He hated when people just sat on their asses and did nothing." She said.

Wanda uses her magic to persuade the civilians to flee.

Steve says that the civilians just want to live their lives in peace but that won't happen today. He says that they can do their best to protect them and they can get the job done and find out what Ultron's been building.

"It's nothing good, we know that." Clint said.

Steve says that they can fund Natasha and clear the field. He says that Ultron thinks that they're monsters and that they're what's wrong with the world. He says that this isn't just about beating him but its' about whether he's right.

"And we need to prove him wrong." Natasha said.

Natasha is in her cell, she hears Bruce calling her name. Bruce asks her if she's okay.

Natasha says she is.

Bruce says that the team is in the city and it's about to light up.

Natasha asks if he found a key lying around somewhere.

Bruce says he did and shoots the lock off.

"A nice key you got there." Peter said.

She gets out of the cell and asks what their play is.

Bruce says he's there to get her to safety.

Natasha says that the job isn't finished.

"It's barely started."

Bruce says that they can help with the evacuation but he can't fight near civilians and she'd done plenty. He says that their fight if over.

Natasha asks if they should disappear.

"No! Don't do that." Everyone yelled.

FRIDAY tells Tony that Ultron is in the church waiting for him.

Tony lands in the church. Ultron asks if he's come to confess his sins.

"Trying to play god." Steve sighed.

Tony asks Ultron how much time he has.

Ultron says he has more than Tony.

Tony asks him if he's been juicing a vibranium cocktail. He says that he's looking a little puffy.

A few people chuckled at that statement.

Ultron says that he's stalling to protect the civilians.

"I thought that much was obvious." Tony said.

Tony says that that was the mission and ass if Ultron forgot.

Ultron says that he's moved beyond Tony's mission and says that he's free. Something comes up from the floor. Ultron asks Tony if he thinks that he's the only one stalling.

"What the hell is that?" Quill asked.

FRIDAY says that that's the rest of the vibranium but she doesn't know what it's for.

"He's going to use it to destroy the city and subsequently the world." Vision said.

Ultron tells Tony that this is how he ends and this is peace in his time.

"He's a madman."

Ultron's robot army starts attacking the city.

"Oh my god."

"Holy shit."

Steve tells the civilians to go. The robots are shooting.

Clint shoots arrows at the robots. Wanda tells them to get off of the bridge. A robot shoots at her, and the civilians she uses her magic to make a shield.

"That's useful."

A shot causes Wanda to fall.

Vision finds Ultron. Ultron says that they really took everything from him.

"Just like you deserved." Natasha said.

Vision says that he set the terms and he can change them. Vision grabs his head and kicks him out of the internet.

"I can't imagine he was happy about that." Scott said.

Thor is fighting robots below ground. Pietro rushes toward a group of robots, destroying them all.

"Whoa!"

Tony asks FRIDAY about Vision.

FRIDAY tells him that Vision is burning Ultron out if the internet and he won't escape through there.

"That's good. Now we just need to focus on the bodies that he already has." Steve said.

Vision let's Ultron's head go. Ultron says that Vision shut him out and asks if Vision thinks he cares.

"I think you care." Tony said.

Ultron says that he'll take away their world because they took away his. He activates the vibranium core. The city starts to lift.

Everyone's expression morphed to one of shock and fear.

Tony asks FRIDAY what's happening.

FRIDAY tells him that SOKOVIA is going for a ride.

Everyone gave Tony a look. "She's new." Tony said.

The city lifts higher.

"Oh my god." Everyone whispered, horrified.

Ultron says that they rise only to fall. He says that the Avengers are his meteor anf the Earth will crack under the weight of their failure.

Everyone watched with wide eyes.

Ultron says that it means nothing to purge him from the computers and turn his own flesh against him. He says that when the dist settles the only thing left in the world will be metal.

"He's insane." Maria said.

"Beyond that." Fury said.