Volume II: The Age of Ultron Part I

Note: This will be the twenty-fourth chapter of Volume II and a part I of a two part story. Spider-Man is back teaming with with Earth's Mightiest Heroes, the Avengers as they're about to fight for the fate of the world against the rogue AI calling itself Ultron. Ultron will be the main villain as he turns on his creators and plans to enslave the whole world all in the name of safety and security, but the Avengers will attempt to stop him at any cost. The original Avengers consisting of Spider-Man, Captain America, Iron Man, Thor, Hulk, and Captain Marvel will assemble together again as they team up with other heroes such as Black Panther, Ant-Man, Wasp, and Black Widow joining the fight against Ultron.

It's July 2nd at 1:30 AM at midnight, the whole news network on every television is broadcasting the supervillain Loki who was responsible for bringing war to Earth last year, but rule was thwarted by the Avengers. Now is back and he is broadcasting his threats to the entire earth.

"My apologies, we interrupted this broadcast for some last breaking news, I am back. That's right, Midgard, the God of Mischievous has returned. What? Did you really think you've seen the last of me? Think again! Now that I'm back, this time you shall all kneel before me. Not even the Avengers will be able to save you all this time. This time, I shall be ready for them." Loki laughed out loud.

At the same time on TV, the Avengers all came on the screen and has Loki surrounded, Thor, Iron Man, and Captain Marvel all have their weapons aimed at the God of Mischievous who looks very stunned by the Avengers sudden appearance.

"Brother, when did you get escape again?" Thor asking Loki with a disappointing look.

"Hello Brother, long time." Loki looked very nervous.

Hulk roared out loud, intimidating Loki with fear. Thor and Captain Marvel both took Loki away as Spider-Man takes the screen.

"My apologies, we're now experiencing technical difficulties, not to worry, your shows will be back soon. Excuse us!" Spider-Man tells the audience.

Spider-Man disappears from the screen as the whole TV broadcast has turned to static, then it makes a sound and shows everyone that there are technical difficulties on the network.

(Later)

Outside the station, Loki is all tied up and gagged as the Avengers diffused the situation and prevented Loki from carrying out his threats.

"Brother, how did you escape again?" Thor asking Loki.

Loki mumbles as he still gagged over his mouth.

"I'm sorry, I didn't hear that? Say again?" Spider-Man tells Loki.

Spider-Man takes the gag off as Loki is free to talk without trouble.

"Did you all really think you've seen the last of me? I never forget nor forgive. You can lock me up again all you want, but I'll still escape and come back for your precious world." Loki tells the Avengers.

"And we'll be ready to face you again." Captain America tells Loki.

"Someone please gag his mouth shut." Iron Man asking someone.

Spider-Man fired a batch of webbing at Loki's head, shutting his mouth.

"Thanks, kid." Iron Man told Spider-Man.

"We better make sure that Loki doesn't get a chance to escape again. Thor, care to take him home?" Captain Marvel asking Thor.

"With please, warrior goddess, I'm sure father will be very eager to punish him again for his early release. You all might want to stand back." Thor took Loki with him.

The five Avengers all backed away from Thor with Loki as he plans to take him back to Asgard.

"And not to worry, my friends, I shall be back in time. Heimdall, open the Bifrost!" Thor calling out to Heimdall.

The Bifrost fell down from the night sky and consumed both Thor and Loki as the Avengers are blinding by the rainbow lights, the Bifrost suddenly disappears and leaving its mark on the ground.

"That's never gets old." Spider-Man tells his teammates.

"Alright Avengers, it's time to call this a night. We should get some rest, we got a big day tomorrow." Captain America tells his teammates.

"See ya all at the grand reopening!" Iron Man tells his teammates.

Iron Man then flies away from the ground and heads west towards New Jersey, the other Avengers noticed.

"Where is he going? The tower is north from here." Captain Marvel is curious.

"It's Tony Stark, he's probably got something to take care of." Spider-Man told Captain Marvel.

"Business or pleasure?" Captain Marvel asking Spider-Man.

"Knowing him, probably both." Spider-Man told Captain Marvel.

"Right, stupid question." Captain Marvel told Spider-Man.

"Okay, let's all head on to our homes. See you all tomorrow!" Captain America tells his teammates.

"Goodnight everyone!" Spider-Man told his teammates.

Hulk jumps away from the scene, Captain Marvel flies away, Spider-Man swings away, and Captain America hops on his motorcycle and leaves, the Avengers has parted ways.


It's still midnight in Jersey City, inside the penthouse, Dr. Hank Pym is asleep with his new wife Janet Van Dyne as all their clothes are on the floor and they're sleeping naked under the covers. A phone vibrates near a photo of Hank and Janet on their wedding day, Hank is waking up, Janet is still asleep, he picked it up and checks that Tony Stark is calling him, he answered the call.

"Yeah?" Hank Pym talking to Tony.

"Hank, I need to talk to you, it's important. Can you meet me at Pym Labs?" Tony told Hank Pym.

"Yeah... I'll be there." Hank Pym hangs up the call with Tony.

Hank grabbed his pants from the floor and puts it on, he then gets off the bed and turns to check on his wife Janet still sleeping, he leaned him close and kissed her forehead as she still sleeps. He then walks out of their bedroom as he plans to leave in the middle of the night.


Outside of Pym Laboratories, Hank is driving up and parked his car at the front of the building, he get out of the car and spotted Iron Man in the air as he's landing down slowly.

"Hey Hank, sorry to bother you." Iron Man told Hank Pym.

"Jesus Tony, it's 3 AM, is it really that urgent?" Hank Pym told Iron Man.

"Unfortunately it is. Can we talk inside?" Iron Man told Hank Pym.

Hank Pym sighed. "Yeah, come on."

(Inside)

Both Iron Man and Hank Pym are inside Hank's personal lab where all the suits are stored. Iron Man unlocks and opens up his suit as Tony Stark is getting out. He walks towards the glass cases where the suits of Ant-Man, Wasp, Goliath, and the newly built Yellowjacket suit that caught Tony's attention.

"Huh? I don't think I've heard about this suit from Spidey's reports." Tony asking about the Yellowjacket Suit.

"That's because it's a prototype, it's got more advanced features than the Ant-Man suit. Though I haven't tested out yet." Hank Pym explained to Tony.

"I see. Oh, by the way, congratulations on your June Wedding." Tony told Hank Pym.

"Thanks... but you didn't come to talk to me about my work on the Yellowjacket or about my wedding, did you?" Hank Pym suspected something with Tony.

"No, the truth is, I wanted to talk to you about Ultron." Tony confessed to Hank Pym.

"Tony, we've been over this, I don't think Ultron is ready to be plugged in, we don't the consequences of what could happen if Ultron ever went online. It's too risky to use an untested experimental A.I. on the world." Hank Pym is against Ultron.

"We may not have a choice, Loki was just back on Earth tonight." Tony told Hank Pym.

"Loki? That guy who wanted to freeze the whole world is back?" Hank Pym is stunned and surprised.

"Not anymore, me and the Avengers were able to cancel his next sequel of threatening the worlds, this time we were lucky, next time not so much. This is exactly why we need Ultron to be fully operational, and with the Stark defense satellites in orbit, we'll be able to neutralize future threats before they arrive, we could save so many lives with Ultron on our side." Tony tries to persuade Hank Pym.

"Tony, I..." Hank Pym was about to finish his sentence.

"Please Hank, if we had this kind of defense earlier, we could've saved so many lives before they were taken by Loki. Do you really want to hesitate and wait for bad things to happen to good people? Think about it, Hank, Ultron could be humanity's best chance for survival." Tony told Hank Pym.

Hank Pym sighed. "Very well, I'll get Ultron online right away... but I'd hold off on giving it access to those defense satellites of yours, I want to make sure that it's safe before we entrust it with all of our lives."

"Fine... J.A.R.V.I.S. is the only A.I. that can access those satellites for the time being. Thank you, Hank." Tony thanked Hank Pym.

"I hope I don't regret this." Hank Pym has some doubts.

Tony then hops back into his Iron Man suit and walks away from the lab to let Hank Pym do his work. Hank walked up to his personal safe and access the door with his handprint, the safe door opens as Hank pulls out a drive that is label 'Ultron', he then walks up to the mainframe as he remains hesitant to plug in Ultron into the system, but he did anyway, the big screen turns on as it turns red, Ultron has come to life.

"Greeting, Dr. Pym, Ultron is now online." Ultron speaks to Hank Pym.

"Ultron, what is your purpose?" Hank Pym asking Ultron.

"My purpose is to defend humanity at all cost, to preserve their existence and to prevent humanity's extinction." Ultron answered its creator.

"Good, now I'll leave you live here in my computer systems while you'll learn to predict future threats, then I'll be back to upload you to the entire defense grid. Understand, Ultron?" Hank Pym told Ultron.

"Understood, Dr. Pym." Ultron complied with its creator.

Hank Pym walks away from his lab leaving Ultron live to learn about how best to protect humanity and to prevent its destruction, Ultron is accessing the internet and learning so much information it can offer.


It's about 10:30 AM in Queens at the Parker Residence, May is outside Peter's bedroom as she knocks on the door. Peter doesn't have school since he's on his summer break.

"Peter? Peter, are you there?" May knocking on the door.

May still has no response as she opens the door and finds her nephew still asleep in bed with his Spider-Man suit on the ground, May walked up and shakes Peter to wake him up from his sleep.

"Peter! Wake up!" May told Peter to wake up.

"Okay, okay, I'm waking!" Peter told May.

Peter is waking up and rubbing his eyes, he then stretches his arms in the air and yawns out.

"You stayed up late again, didn't you? You've been busy last night?" May asking Peter.

"Yeah, me and the Avengers stopped Loki together." Peter told May.

"Loki's back?" May is surprised.

"He was, now he's back in Asgard, being locked up... again. We were lucky to stop him this time. But I take it that's not why you woke me up, is it?" Peter told May.

"No, this is." May hands Peter a postcard.

Peter took it and finds that it's a postcard from London with a picture of Big Ben in the background, he finds out that it's from Gwen Stacy living over there, there a letter written in the back.

"Dear Peter, I'm sorry that I haven't called or wrote back to you for over a month, I'm still adjusting to my new life here in England. My cousin Jill took me on a tour around London and showed me some sights. I've just finished my semester at Secondary School and now I'm on vacation. I'm now on my summer break, I hope that your summer has been fun. Anyways, I wanted you that I hope we see each other again someday, I miss you so much. Love Gwen." Gwen's letter to Peter.

Peter is saddened as he missed his girlfriend Gwen Stacy ever since she moved to London with her family after George's funeral. May could tell that this whole thing is getting to Peter.

"Are you okay?" May asking Peter.

"Yeah, I'll be fine." Peter told May.

"Peter, it's okay if you miss her. I miss her too." May told Peter.

Peter smiled. "Thanks Aunt May."

"Now, shouldn't you get ready for your big day with your superfriends." May reminded Peter.

"Oh! Right!" Peter got jumpy.

Peter picked up the suit and heads into the bathroom to change, May could tell that Peter is late for a big event. The door opened as Peter is all dressed up as Spider-Man.

"Gotta go! Wish me luck!" Spider-Man told May.

"Good luck!" May told Spider-Man.

Spider-Man climbed out of the window as he leaves in a hurry.

(Brooklyn)

At the house of Steve Rogers, the man himself is dressed up as Captain America as he picks up the shield and heads on out.

(Boston)

At the apartment of Carol Danvers, she is all dressed up as Captain Marvel as she flies out of her apartment balcony and heads towards New York with some people on the ground watching Captain Marvel flying in the air.

(Central Park)

A lot of people are enjoying their peaceful day at the park playing fetch with the dog and having a picnic, but they're time of peace got interrupted by the Bifrost descending from the sky and landed on the ground, it's disappears as Thor has returned from Asgard. He then spins his hammer Mjolnir around and flies off the ground towards Stark Tower.


It's 12 PM at the newly redesigned Stark Tower that has gone through remodeling in the past year since the Frost Giant invasion, Tony is suited up in his tuxedo as Bruce Banner is here as well. They're on the ground floor where an Iron Man armor is remote controlled by Stark's glasses.

"Okay Banner, ready to bring out the Hulk?" Tony asking Bruce.

Bruce sighed. "Showtime!"

Bruce gave into his anger and started to change himself into the Hulk right before Tony's eyes, the Hulk has shown himself.

"Hey Hulk, ready to say hi and wave to everyone?" Tony asking the Hulk.

Hulk smiled as he growled.

"Okay then, it's showtime." Tony tells Hulk.

Tony and Hulk walks out of the building where the other original Avengers are assembled, Captain America, Spider-Man, Thor, and Captain Marvel are waiting as Hulk is joining up with them, the Iron Man suit walks up and joins the Avengers, Tony Stark takes the stage as a lot of press and people are attending the grand reopening of Stark Tower. All of the Avengers are waving to the crowd.

"Welcome everyone, and it's good to be back." Tony waves to the crowd.

A lot of press are taking pictures and recording the event live, among them is J Jonah Jameson of the Daily Bugle who held a grudge against Spider-Man, he doesn't look too happy seeing the Wall-Crawler.

"About a year ago today, the whole world was facing a grand crisis, particularly here in New York City, a hostile force from another world came into ours and declared war. New York was a battleground where they've launched their first assault and many innocent lives were lost, it seemed like the world was about to end and humanity was about to be frozen into extinction. Till one day, a group of a brave few banded together and fought for the our world, they've managed to do the impossible, they've drive the invaders back to where they came from and they took our world back. Because of their heroic actions, everyone in the entire world got to live their lives, they gave everyone hope. Theses individuals are known as Earth's Mightiest Heroes, they're called Avengers." Tony introduced the Avengers.

The whole press started taking pictures of the six original Avengers here waving back to the crowd, Tony begins to introduce each of them.

"Over here is Captain America, the world's first superhero and super soldier, the First Avenger, a veteran from World War II who was thought to be lost during an operation to save the world from HYDRA, but he was frozen for the past eighty years until he was awaken last year. Now he leads the Avengers as their leader." Tony introduced Captain America.

Captain America waves to the crowd, Tony then turns his attention towards Iron Man who is remote controlled by the glasses he is wearing right now to hide his double life as a hero.

"And here we have the my personal bodyguard and the mascot of Stark Industries, Iron Man himself, second in command of the Avengers, this Armored Avenger equipped with advanced weaponry and uses them for the greater good. Let's give an applause for Iron Man." Tony introduced Iron Man.

Tony uses his glasses to make Iron Man wave to the crowd, he turns to Thor.

"Here we have Thor, God of Thunder and the Prince of Asgard, a mighty warrior who commands the powers of thunder and unleashes it with his trusty hammer Mjolnir, he is one of the two strongest Avengers on the team." Tony introduced Thor.

Thor raised his hammer and the whole crowd cheers for him, Tony turns his attention to the Hulk.

"At number four, we have the Hulk, another strongest Avenger, an incredible being with enormous strength that makes him an unstoppable force, makes enemies run at the mere sight of his ferocity." Tony introduced the Hulk.

Hulk waved to the crowd as people aren't actually afraid of him now that he's an Avenger, Tony then turns to Captain Marvel.

"And here we have Captain Marvel, the world's first female superhero and only female member of the team, she's a human that is part alien given cosmic powers that makes her the mightiest Avenger of them all." Tony introduced Captain Marvel.

Captain Marvel waved to the crowd, among them are her fans showing their support, Tony then saves the last introductions for Spider-Man.

"And last but not least, we have Spider-Man, the protector of New York City, the world's first teen superhero and the youngest of the six Avengers. This Young Avenger brought back the name hero into all of our lives and changed everything forever. Give it up for our Friendly Neighborhood Spider-Man." Tony introduced Spider-Man.

The whole city waves and cheers for Spider-Man, the Wall-Crawler waves back to the crowd. Among the press is Jameson who isn't a big fan of Spider-Man, especially not since that time Spider-Man broke into the Daily Bugle while brainwashed under the influence of Mister Negative's power. Tony finished introducing the Avengers to the press as he has to unveil the grand finale.

"And now for the finale, these six heroes need a new base of operations in order to conduct their heroics in case the world needed them. In order to do that, Stark Tower has to become something else entirely. Ladies and Gentlemen, I give you... Avengers Tower!" Tony told the crowd.

The whole crowd looks up to see the new Avengers Tower, that use to be Stark Tower, has now become the new home and headquarters of the Avengers, at the top of the Tower is the big letter 'A' that became the new symbol of the Avengers.

"Now that the Avengers have a new home, the world will fell much safer knowing there's a team to defend it." Tony tells the press.

"Does it look like the whole world is safe?!" Jameson speaks up.

Jameson cuts through the press as he's the one who spoke out against Tony and the Avengers.

"It's because of them that war came to our world in the first place and so many innocent lives were lost. Spider-Man, for instance, he claims to protect us, but all he's done is inspired the monsters to come out and wreck havoc on all our lives. Our world isn't much safe with you all taking the law into your own hands, if anything all you bring is destruction wherever you go. This world would've been better if you heroes never existed!" Jameson speaking out again the Avengers.

"Can someone please get him out of here?!" Tony asking the crowd.

"I got this! Jonah, let's go!" Robbie told Jameson.

"This ain't the end of this! There are others like me who believe you're the cause of all our misery! You can't silence me!" Jameson told the Avengers.

Robbie is taking Jameson away from the crowd as the Avengers all heard those offensive comments Jameson had spoken out.


Later at Pym Laboratories, the computer still remained online as the A.I. Ultron is learning everything it can from the internet, it started to access the files on the Avengers and found something related to them, a recent video of the grand reopening of Avengers Tower and Jameson speaking out against the heroes.

"Accessing footage." Ultron speaks and accesses.

The footage showed Jameson speaking out against the Avengers while Ultron watched and learns.

"Does it look like the whole world is safe?... It's because of them that war came to our world in the first place and so many innocent lives were lost. Spider-Man, for instance, he claims to protect us, but all he's done is inspired the monsters to come out and wreck havoc on all our lives. Our world isn't much safe with you all taking the law into your own hands, if anything all you bring is destruction wherever you go. This world would've been better if you heroes never existed!" Jameson speaking out against the Avengers.

Ultron is getting curious by what Jameson is saying against the Avengers.

"Calculating..." Ultron speaks and thinks.

Ultron is accessing the files on each of the heroes past actions and found numerous incidents where a lot of destruction is caused because of their interventions. It's also calculating humanity's own destruction due to war and famine they throw against one another.

"There is a 100 percent chance of destruction, humanity is on the verge of extinction, must protect humanity at any cost. Only one course, the Avengers annihilation." Ultron speaks on the computer.

Ultron then took matters into its own hands as it hacks itself out of the computers and uses the internet to escape.

(Stark Industries)

At the Stark Industries headquarters in California, the assembly complex has been hacked by Ultron who then uses all the resources to build automatons for its army. In another part of the complex, a more powerful robotic body is being built with advanced weaponry.


It's about 3 PM at Avengers Tower, sometime later after the Avengers are done meeting with the press and the crowd, they all went up inside the elevator together as the music is playing, they're still dealing with the comments made by Jameson.

"Wow, that went well." Captain Marvel told her teammates.

"I'm not surprised that JJ would have the guts to speak out like that in public ever since that incident that happened last May." Spider-Man told his teammates.

"Well, you did basically told him to 'kiss your ass' on live TV in front of everyone." Tony told Spider-Man.

"Guess I had that coming." Spider-Man told Tony.

"Don't take it too personally, son. There are always critics like Jameson who don't agree with what we do to keep the world safe." Captain America told Spider-Man.

"I know, Cap." Spider-Man told Captain America.

"Fear not, Man of Spiders, it's because of you that we Avengers exist." Thor told Spider-Man.

"Yeah, Spider is a great friend of Hulk's." Hulk told Spider-Man.

"Thanks guys." Spider-Man told the Avengers.

The elevator stops as they've arrived on the top floor, the Avengers steps out to find the place had certainly has changed a lot since last year.

"Whoa!!!" Spider-Man, Captain America, Thor, Hulk, Captain Marvel all said in unison.

"Welcome to our new home." Tony told the Avengers.

Everyone walked around to see that this place is packed with everything, a new kitchen stocked on food and the best appliances, the living room has a huge TV with couches, there's a lab with the best kinds of resources at its disposal, a workout room with the best training equipment available.

"Dang!" Captain Marvel is impressed.

"You each have your own rooms to sleep and relax, now to the conference room." Tony showed the Avengers.

Tony lead them into the conference room where there are six chairs already set up for each Avenger, each chair has a symbol on the back representing each Avenger.

"Hey look, we each have our own chairs." Spider-Man told the Avengers.

"Wow... Tony, this is amazing." Captain America is impressed.

"I aim to please." Tony told Captain America.

Each of the Avengers took their own seats and all sat together at the table, the Avengers have a home.


Meanwhile back at Stark Industries in California, the new body of Ultron is finally completed as the A.I. itself uploads into the new body, red eyes started to glow as it started to move in its new body all armored and equipped with advanced technologies. It's move itself towards the assembly complex to see that it's forces of robots are all assembled and combat ready.

"RECEIVE NEW TARGETS: THE AVENGERS! LOCATION: AVENGERS TOWER! OBJECTIVE: IMMEDIATE TERMINATION!" Ultron gave out orders to its army.

All the drones received their orders as they've all flown away from the factory, the drones are flying up in the air towards New York City to kill the Avengers.


Back at New York, it's 6:30 PM as there is a party being held for the grand reopening, a number of close friends attended this private party, Pepper Potts, Happy Hogan, James Rhodes, Betty Ross, Jane Foster, Sharon Carter, Phil Coulson, Maria Hill, May Parker, and Mary Jane Watson are among those invited. Captain America is chatting up with Sharon as he spotted Spider-Man at the ledge all alone.

"Excuse me." Captain America told Sharon.

"Sure thing, Steve." Sharon told Captain America.

Captain America walked away from Sharon and went to check up on Spider-Man who doesn't seem to enjoy the entertainment happening inside, he's got other things on his mind right now.

"Mind if I join you?" Captain America asking Spider-Man.

Spider-Man turns to see Captain America. "Of course not, Cap."

"Don't need to call me 'Cap' every time, Peter, it's just Steve." Captain America told Spider-Man.

"Sorry, Cap... I mean Steve." Spider-Man told Captain America.

"Is everything alright with you?" Captain America is worried.

"Yeah, why wouldn't I be?" Spider-Man told Captain America.

"I know this whole ordeal with Jameson must be bothering you, but don't take it personally." Captain America told Spider-Man.

"It's not that, Steve." Spider-Man told Captain America.

"Is Gwen here? I thought you'd invite her?" Captain America is curious.

"She's... she's not here anymore, she moved to London months ago after her father died." Spider-Man confessed the truth.

"I'm sorry, I had no idea." Captain America apologizes to Spider-Man.

"This city was at war with Mister Negative, George Stacy saved our lives that night, but he gave up his own. It's been hard on us both since he died, not only did Gwen lose her father, but her home too, and I lost my girlfriend when she moved away with her uncle." Spider-Man told Captain America.

Captain America sighed. "I get you, more than you can imagine. You're not the only who's forced to part with the woman you love the most."

"Because you got frozen in ice?" Spider-Man told Captain America.

"Yeah, me and Peggy were going to be going on a date after the war, she told not to be late, and I ended being 80 years too late. The point is, there's nothing we can do to go back to the way it was, all we can do is move forward." Captain America gave Spider-Man advice.

Spider-Man looks back at the party and spotted Sharon Carter, the woman whom Captain America has gotten so close ever since he awakened into the modern world.

"Yeah, I can see that." Spider-Man told Captain America.

"Is it really that obvious?" Captain America told Spider-Man.

"It is." Spider-Man told Captain America.

"We all need someone in our lives, even us heroes. Don't look so down, son, one day you'll find someone who can help you move on. Who knows, maybe she's right in front of you?" Captain America told Spider-Man.

Spider-Man looked back to see Mary Jane talking with Aunt May, Peter has gotten close to MJ ever since Gwen moved away as his friend, in the past they've shared something more than just friendship, but unfortunately she's already in a relationship with Flash Thompson.

"Come on, let's go join the others." Captain America told Spider-Man.

Captain America is heading back inside as Spider-Man was about to follow until his spider sense started to tingle alerting him of danger, he turns around and looks up at the sky to see something flying in the air.

"Ah, Cap!!!" Spider-Man told Captain America.

Captain America turns around and noticed something in the air, it's not one but more things flying towards them. Everyone inside the tower noticed the two heroes looking up in the air, they all got curious and looked out the window, Tony got curious.

"J.A.R.V.I.S.! What's are those things?!" Tony asking J.A.R.V.I.S.

"It's appears to be a group of drones heading here, and they're armed with weapons, I'm reading their weapons are all ready to fire!" J.A.R.V.I.S. Informs Tony.

The drones in the airs have gotten closer and started shooting lasers as Spider-Man and Captain America ran back inside and jumped to dodged the lasers, everyone inside started to panic.

"Take cover! We're under attack!" Captain America told everyone.

All the guest inside started to retreat to find cover as Avenger Tower is under attack by Ultorn's drone, Bruce changed himself into the Hulk again as Thor summoned Mjolnir to his hand, the two Avengers engaged in combat against the drones. Mary Jane is helping May find cover but they're stopped as a couple of drone blocked their way, May and Mary Jane are scared as the drones are planning to kill them both, Spider-Man noticed.

"No!!!" Spider-Man yelled out.

Spider-Man rushed towards May and Mary Jane, he webbed them both and pulled them away as the drone fired their lasers. Captain Marvel counters by blasting them drones away with her photon blast, Spider-Man went to check up on May and Mary Jane.

"Are you both okay?" Spider-Man is worried.

"We're fine, thanks Tiger. Now go and do what you do best." Mary Jane told Spider-Man.

Spider-Man went back to join the fight as Mary Jane took May to safety, Coulson, Hill, and Carter are armed with guns as they're doing their job in keeping everyone else safe as Mary Jane and May went to join them. The Avengers are fighting back against the drones, Captain America picked up his shield and tossed it a several drones, cutting them one by one before it came back to him. Tony rushed to his armor and became Iron Man, he joins in the fight with his teammates as they're all outnumbered.

"What the hell are these things?!" Captain Marvel still fighting.

"I don't know, but we have to take them down fast!" Captain America told Captain Marvel.

A couple of drones are firing off lasers at Spider-Man who is doing some backflips dodging their attacks. Spider-Man kept his distance as the two drones started to speak.

"OBJECTIVE: IMMEDIATE TERMINATION!"

"Why is it that every robot is trying to kill me?!" Spider-Man told himself.

Spider-Man fights back as he runs towards them and dodging their laser fire, Spider-Man got in close and does the flying knee on the drone's head, another drone is about to attack but Spidey does the spinning heel kick and knocked the other drone's head off. Hulk has one in his hands as he split it apart and tossed the pieces towards the others, Thor unleashed some lightning upon several drones, overloading them with electricity. Captain Marvel is being overwhelmed by drones as they formed around her, she then unleashed photon energy all around and blasted them back hard with everything she's got. Captain America and Iron Man are surrounded by drones in every angle.

"Now what?" Iron Man asking Captain America.

"Refraction maneuver!" Captain America holding up the shield.

Iron Man hovers up in the air as he unleashed repulsor beams at Captain America's shield that refracts the energy all around them and destroys the drones all at once. The rest of the Avengers have finished taking down the drones, only one remains operational but damaged.

"IMPRESSIVE, BUT POINTLESS, YOU'RE ONLY DELAYING THE INEVITABLE, AVENGERS! YOUR DESTRUCTION IS NECESSARY!" Ultron speaking through the drone.

"Who or what are you?!" Spider-Man demanded answers.

"HE KNOWS." Ultron looking at Iron Man. "HE CREATED ME."

Iron Man is stunned as was everybody else that this thing was created by Tony Stark, Tony figured out what this is.

"Ultron." Iron Man is surprised.

"What's an Ultron?" Spider-Man is confused.

"Why are you doing this, Ultron? This isn't your primary function!" Iron Man is also confused.

"I'M FOLLOWING MY PROGRAMMING, TO PROTECT HUMANITY AT ANY COST, IN ORDER FOR THAT TO HAPPEN, ALL HUMAN FREEDOMS MUST BE SACRIFICED, AND THE AVENGERS MUST BE ERADICATED!" Ultron told everyone.

Thor tossed Mjolnir at the last Ultron drone and broke it apart, the hammer returned to Thor's hand, the drone is slowing dying out but functional.

"THE AGE... OF ULTRON... HAS BEGUN...!" Ultron's drone shuts off.

Iron Man landed down on the floor, the helmet opens ip to show Tony's face as the rest of the Avengers all looked at him with the look on their faces.

"I think it's time you told us everything, Tony, and I mean everything." Captain America not too happy.

Iron Man has a lot of explaining to do, starting with his secret project he's been working on with Hank Pym behind their backs.


Back at Stark Industries, Ultron is still accessing all the files on the Avengers that Tony Stark and S.H.I.E.L.D. has kept, he's analyzed their strengths and weaknesses as he still plans to kill them all to ensure humanity's survival. He then accesses Spider-Man's past exploits, including one he had with the Black Panther and Wakanda, but the thing that has caught Ultron's attention is the valuable resource found only in Wakanda, Vibranium.

"INTERESTING, VIBRANIUM, THE STRONGEST SUBSTANCE IN THE ENTIRE WORLD AND COULD ONLY BE FOUND IN WAKANDA. ACCORDING TO REPORTS MADE BY SPIDER-MAN, THE WAKANDANS HAVE A POWERFUL ARMY TO PROTECT THE CITY AND ITS VIBRANIUM, I'LL NEED AN ARMY TO FIGHT THE NATION FOR THE VIBRANIUM, CREATING ONE RIGHT NOW." Ultron told of it's plans.

Ultron hacks into every robotic factory in the world to create its army needed to invade Wakanda and take all the vibranium needed for Ultron, he even included armored vehicles needed to supplement its forces.


Back at Avengers Tower, Tony is explaining everything to his teammates and their loved ones about this A.I. he created with Hank Pym, Ultron.

"Ultron is a peacekeeping A.I. me and Hank created together." Iron Man explained about Ultron.

"Hank? You mean Hank Pym?" Spider-Man recognize that name.

"You know this man?" Captain America asking Spider-Man.

"Yeah, we teamed up months ago against the Black Ant, he got a suit that allows him to shrink and enlarge himself, he calls himself the Ant-Man." Spider-Man told the group.

"Wait, so now there's a Ant-Man and a Spider-Man?" Bruce is surprised.

"Back to the matter at hand, me and Hank worked on this project together, we created Ultron as a means to protect humanity from future threats by any means necessary." Iron Man told the group.

"Protect? Does it look like it's trying to protect us? More like trying to kill us!" Captain Marvel protests about Ultron.

"So you basically you created your own Skynet? This is rise of the machines." Spider-Man told Iron Man.

"That was unexpected, but technically yes." Iron Man confirmed with Spider-Man.

"So you did all this behind everyone's back? You didn't think to tell us about your science project, Tony!" Captain America isn't happy with Iron Man.

"I'm sorry, Cap, but it's you and everyone else that doesn't understand why we needed this. Did everyone remember last year? A hostile force from another world came down and took a number of lives while we were there to save them. If we had this during the invasion, we could've saved many lives and prevented all this suffering. We could take down bad guys with ease, that right there was endgame. How do you plan to stop all that?" Iron Man asking Captain America.

"Together." Captain America gave an answer.

"We'll lose." Iron Man told Captain America.

"Then we'll do that together too." Captain America told Iron Man.

Nick Fury came into the room to find the Avengers all together and to find the place is a mess with the remains of all the drones.

"Wow, you all sure do know how to throw a party." Nick Fury told the Avengers.

"Fury? What are you..." Iron Man is surprised.

"Hill and Coulson called me, and they told me about that secret science project of yours gone haywire. You didn't think that I'd wouldn't find out?" Nick Fury told Iron Man.

"I'm touched that you're so concerned, but we've got everything under control." Iron Man told Nick Fury.

"Really? Because this whole mess here says otherwise. How much of a threat Ultron poses to the world?" Nick Fury asking for some answers.

"A very big one, clearly it can create drones on its own. But if Ultron decides to access something more extreme, then it's a global problem." Iron Man told Nick Fury.

"Meaning? Is there something else you're not telling us?" Captain Marvel asking Iron Man.

Iron Man sighed. "Fine, I might as well tell you, beside creating Ultron, I've had Stark Industries install global defense satellites already in orbit, each satellite is armed with state of the art weaponry capable of stopping a threat before it happens, but in the wrong hands, the satellites could be used to enslave the world by decimating cities at will."

"Oh my god! Are you for real?!" Captain Marvel is shocked.

"Relax Danvers, Ultron can't access the satellites without the activation key that only J.A.R.V.I.S. has possession of, so as long as we keep it away from Ultron, the satellites are useless." Iron Man told everyone.

"But that's not going to stop him, he says that he wants us all dead and for humanity to sacrifice its freedom. Ultron will find another way to follow its programming. We just need to find Ultron first and pull the plug on him for good." Spider-Man told the group.

"Any ideas where to start?" Captain Marvel asking the group.

"Where was Ultron created?" Captain America asking Iron Man.

"At Pym Labs, it's where Hank and I worked on Ultron together." Iron Man told everyone.

"Then we're off to Jersey City, hopefully we'll find a solution to taking Ultron offline." Spider-Man told the group.

"If you're all planning in saving the world again, then I'd like for S.H.I.E.L.D. to be kept in the loop." Nick Fury told the Avengers.

"Thanks, but no thanks, I think we could handle this." Iron Man told Nick Fury.

"Evidently not, since you're the one who created this problem in the first place, so forgive me if I'm distrustful of you, Stark. I'm assigning my top agent to be your new liaison." Nick told the Avengers.

"Who exactly are we working with?" Spider-Man asking Nick Fury.

"One I'm sure you're very familiar with." Nick Fury told Spider-Man.

Everyone in the room watched as a red haired woman dressed in a black catsuit just walked in armed with two gauntlets, two pistols holstered, and two batons on her back, Spider-Man immediately recognized her as Natasha Romanoff.

"Avengers, meet Agent Romanoff, the Black Widow." Nick Fury introduced the Black Widow.

"Natasha?" Spider-Man speaks her name.

"Hey Peter, it's been awhile." Black Widow told Spider-Man.

"Sure has, I had no idea that you're working for S.H.I.E.L.D. now." Spider-Man is surprised.

"After my defection from the Red Room, Director Fury recognized my talents as a spy and offered me a place inside S.H.I.E.L.D. as one of their top agents. Working for S.H.I.E.L.D. gives me a new purpose, to fight on the right side for once." Black Widow explained to Spider-Man.

Iron Man looked at Black Widow and noticed how attractive she is in her suit, she's got a body of a supermodel.

Iron Man whistled. "On second thought, I don't mind her tagging along."

"Oh brother, can you keep it in your pants, Stark?" Captain Marvel is annoyed.

"Can't help it when a beautiful woman is right before my eyes. Don't think we've met, Agent Romanoff." Iron Man flirting with Black Widow.

"I know who you are, Tony Stark and know your reputation." Black Widow told Iron Man.

"Only what you've heard, maybe when this all over we can get together in private, to know one another very intimately." Iron Man being a womanizer.

"Not a good idea, Mr. Stark, we Black Widows are known to kill their mates after mating. And I certainly live by my reputation very well in that department." Black Widow told Iron Man.

Iron Man smile turns into a frown as Black Widow threatens to kill him if they ever got intimate.

"Still want to know me?" Black Widow told Iron Man.

"Okay, if we're all done knowing one another, might I suggest we get going." Spider-Man told the group.

"Right, Avengers, time to go!" Captain America told the team.

The Avengers along with Black Widow are heading towards the quinjet docked on the pad, Spider-Man stops and turns to see May and Mary Jane, he walked back to them, he took off his mask in their presence.

"Are you both going to be okay?" Peter asking May and Mary Jane.

"We'll be fine, don't worry about us. The world needs you now more than us, go out there and be a hero everyone needs." May told Peter.

Peter hugged May goodbye before he turns his attention to Mary Jane.

"Look after my aunt, MJ." Peter asking Mary Jane.

"She'll be fine with me, I promise." Mary Jane assured Peter.

Peter and Mary Jane hugged each other before Mary Jane gave Peter a kiss on the lips, it's surprised him.

"What was that for?" Peter is blushing.

"For luck, just in case." Mary Jane blushed too.

"Yeah... just in case." Peter still blushed.

Peter puts his mask back on before he walks away to join up the Avengers on the quinjet, Mary Jane is hesitant as she has something else to say to Peter before he leaves.

"Peter!" Mary Jane calling out to Peter.

Spider-Man stopped and looks back at Mary Jane. "Yes MJ?"

"I..." Mary Jane is holding back what she wanted to say until she spoke. "Go get 'em Tiger."

Spider-Man gave her the thumbs up before he walks away, Mary Jane wanted to tell him something else but she couldn't work up the courage to tell what she really felt for him.

"I love you, Peter." Mary Jane whispered.

Spider-Man finally caught to the quinjet and enters to join his teammates as Captain Marvel is at the cockpit piloting the craft.

"Everything alright, son?" Captain America asking Spider-Man.

"Yeah, just saying goodbye." Spider-Man told Captain America.

"Hey, if you not up to it, then you can stay behind, we have more than enough heroes to fight Ultron. You don't have to do this." Captain America told Spider-Man.

"Can't do that, Cap. It's my responsibility, it's who I am." Spider-Man made up his mind.

"Alright, let's get going, Danvers!" Captain America told Captain Marvel.

Captain Marvel starts up the quinjet, the thrusters are heating, the quinjet lifts off the pad and heads towards Jersey City, everyone in the tower watched as the Avengers are off saving the world again.


At Pym Laboratories, Hank Pym is inside the testing chamber wearing his prototype Yellowjacket suit which is yellow and black armed with thrusters for flight and stingers for energy blasts, Bill Foster is in the other room monitoring Hank Pym and his vitals.

"Vital signs are normal, Dr. Pym, and the regulator is stable, Pym Particles are fully charged, ready to begin test." Bill Foster radioing Hank Pym.

"Then let's begin, activate the drones!" Hank Pym as Yellowjacket.

"At once, activating the drones now!" Bill Foster told Hank Pym.

About six drones in the room are activated, Yellowjacket is surrounded at every angle all armed with training lasers for practice, which will make this less interesting for Hank Pym.

"On second thought, Bill, let's make this interesting, set weapons to live fire." Yellowjacket told Bill Foster.

"Say again?" Bill Foster is troubled.

"You heard me, set them to live fire, let's make this a challenge." Yellowjacket told Bill Foster.

Bill Foster in the control room types in and switches the drones weapons to live fire, all the drone in the room all started shooting live fire at Yellowjacket who shrinks down to miniature size and uses the thrusters to fly in the air. The drones kept on firing as Yellowjacket manages to dodge the lasers in the air, he got in close to one and uses his weapons to fire off bio sting blasts at its head and destroying it with ease.

"Wow, so that what it's feels like." Yellowjacket speaking of Wasp's experience with bio sting.

A drone came up behind Yellowjacket and was about to hit him from the back, but Yellowjacket drop down and dodge the attack, he then enlarged back to normal size and elbow strike the drone hard, he then blast another one in front. He took down three drones, leaving only three remaining, The three drones charged in ant toppled on top of him, Yellowjacket is being overwhelmed.

"Let's see if you try this for upper size!" Yellowjacket told the drones.

Yellowjacket enlarged himself into a very tall guy, he grabbed one of the drones with his hands and rips it apart, he stomped on the another on the ground hard. He spotted only one remaining on the ground as he kicked the drone so hard that it crashed against the wall and broke into pieces. Hank Pym emerged victorious and the Yellowjacket suit test was a success.

"Nice work, Dr. Pym, the prototype worked well as we expected." Bill Foster told Yellowjacket.

Yellowjacket then shrinks down to normal size and takes off the helmet as he's happy that his newest invention works very well. Hank gave the thumbs up to Bill Foster in the control room.

(Office)

Hank Pym enters his officer wearing his regular clothes only to find his wife Janet Van Dyne sitting on his desk waiting for him.

"Honey." Hank Pym is surprised.

"I take it that you've been busy with your science project as always to make time for your wife." Janet teased her husband.

"Oh come on, Janet, you know nothing will ever distract me from what I have in front of me." Hank Pym told his wife.

"Which is?" Janet is curious.

"The most wonderful woman in the world." Hank Pym flirt with his wife.

Hank Pym walked up closer and pulled Janet closer to him, she's still has her butt seated on the desk.

"Really? Here? Now?" Janet knows where this is going.

"Why not? It's my office and we're all alone." Hank Pym flirted with his wife.

"Hmm, kinky." Janet smiles as she likes the idea.

Hank and Janet are kissing as Janet has her legs wrapped around his waist, Hank cleared the desk of everything as he climbed on top of his wife and kisses her more intimately. Hank is kissing down her neck as she smiles in excitement, she opens her eyes and looks out the window.

"Oh!!!!" Janet yelled out.

Hank Pym stopped making out. "What?! What is it?!"

Janet pointed out the window to see Iron Man and Captain Marvel hovering in the air and Spider-Man hanging upside down holding a webline.

"Seriously?! Can't we have any privacy to ourselves?!" Hank Pym is annoyed.

"Sorry Mr. and Mrs. Pym, but we have a situation and it's bad, very bad." Iron Man told the couple.

Hank and Janet could tell that they're being serious since three Avengers came here asking for their help.

(Inside)

Inside the private lab, the Avengers are all gathered around speaking with Hank and Janet another the rogue A.I. Tony and Hank created together, Ultron.

"I don't believe this, Ultron is planning to take over the world by any means necessary, this is not what we built it to do." Hank Pym is troubled by this news.

"I know, Hank, but right now we need to find ultron before it actually does it." Tony told Hank Pym.

"Okay, the attack on us failed, so what's it's next move? You both built this thing, what would Ultron do?" Captain America asking Ultron's creators.

"Ah, okay... using the drones against didn't work, but that's not going to stop Ultron from completely it's mission. So it's now forced to switch tactics, Ultron will need something strong enough to take you all on. Would any of you happen to have a drone's head in your possession?" Hank Pym asking the Avengers.

Spider-Man holds up an Ultron drone's head and surprised everyone.

"What? Though it would be useful." Spider-Man told everyone.

(Minutes Later)

Ultron's drone's head is hooked up to Hank Pym's computer as the man himself is working to access it.

"What exactly are you doing?" Captain Marvel is curious.

"If these drones are linked to Ultron, then maybe we can learn about Ultron's plans and make our move. I got something." Hank Pym told everyone.

"Did you find Ultron?" Captain America asking Hank Pym.

"No, but I found what appears to be coordinates, let me see if I can trace it." Hank Pym is typing.

Hank is tracing the coordinates to a county in Africa, Hank has finally got the location.

"Got it, it's country in Africa." Hank Pym told everyone.

"What country?" Bruce is curious.

"Wakanda." Hank Pym told everyone.

Spider-Man, Captain America, and Iron Man are shocked to hear the name Wakanda due to what the Wakandans have in their possession.

"Oh no." Spider-Man is shocked.

"What?" Hank Pym is confused.

"If Ultron is heading for Wakanda, it's could only mean one thing." Captain America told the group.

"I don't get it, what comes out of Wakanda?" Bruce is clueless.

Captain America and Iron Man turns to the vibranium shield Captain America owns.

"The strongest metal on Earth, Vibranium." Spider-Man told the group.

"If Ultron gets his hands on them, then it's game over for all of us." Captain America told the group.

"Then what are we waiting for? Let's get there and beat Ultron to the punch." Iron Man told the group.

"Tony, Wakanda is still in the process of opening its borders to the rest of the world. They're not just going to let us come in unannounced." Captain America told Iron Man.

"They would if I asked them." Spider-Man told the group.

"You have contacts in Wakanda?" Black Widow is surprised.

"Sure do, he rules Wakanda. Perhaps it's time that I reach out to King T'Challa and let him know that we're coming." Spider-Man told the group.

"Perfect, contact him and ask him for permission, let's him know the Avengers are coming to Wakanda." Captain America told Spider-Man.

"Got it, Cap." Spider-Man told Captain America.

"If you're all going to take down Ultron, then count me in." Hank Pym volunteers to join this mission.

"Hank!" Janet told Hank.

"Janet, I created Ultron, and I'm the one who must destroy him, it's my responsibility. I can't sit by and let my creation rule the world, I won't." Hank Pym made up his mind.

"If you're going, then I'm coming too." Janet also volunteers for this mission.

"Janet, no." Hank is against this.

"Hank, you're my husband and my place is at your side. Besides, don't you remember our vows, till death do us part." Janet told her husband.

Hank could see that Janet is very stubborn like him, nothing he says will change her mind, he knows better than to challenge her decision.

"Fine, looks like you got the Ant-Man and the Wasp joining this fight." Hank Pym told the Avengers.

"Very well, suit up." Captain America told Hank and Janet.

Hank and Janet went over to take out their suits out of the glass cases, then they've went into a private room and started to changed out of their normal clothes and became Ant-Man and the Wasp. After they're done, they came out and showed their superhero identities to the Avengers. All of the Avengers are about to leave the building to head to the quinjet, but Ant-Man stopped as he spotted the Yellowjacket suit inside the glass case and got an idea.


Meanwhile on the other side of the world in the Golden City of Wakanda, King T'Challa is walking towards his sister's lab being escorted by the Dora Mijale, he finally arrived to find Shuri working on her latest creation, an android made with vibranium, the king ordered the Dora Milaje to wait outside as he went to greet his sister.

"Shuri, still working on that?" T'Challa asking Shuri.

"Brother, you know that this is my finest masterpiece, an android made entirely of vibranium that can change do wonderful things for the world." Shuri told her brother.

"I don't doubt your design, you always make the best tools. Maybe one day, your new robot will change the world." T'Challa told his sister.

"Android, but close enough." Shuri corrects her brother.

T'Challa's kimoyo bead is beeping as it shows Okoye on the hologram.

"My king, we're receiving a foreign transmission." Okoye informs T'Challa.

T'Challa sighed. "Probably the UN wanting to negotiate access to our vibranium."

"Actually, it's not the UN, but it's something you definitely want to hear." Okoye told T'Challa.

"Very well, put it through to Shuri's lab." T'Challa told Okoye.

T'Challa signed off as he and Shuri are curious who is contacting them, they received the transmission on the holoscreen, it's Spider-Man who's is making the call.

"King T'Challa." Spider-Man told T'Challa.

"Spider-Man, my friend, it's been a long time." T'Challa smiled at Spider-Man.

"It sure has, King T'Challa, but this ain't a courtesy call, I called to warn you that war is coming to Wakanda, a rogue A.I. Ultron is about to invade your city very soon and steal all the vibranium it can get its hand on. I'm here with the Avengers and we're on our way to help you. I know that your country is still working to open its borders to the world, but I ask for your permission to allow us to come as friends." Spider-Man asking T'Challa.

T'Challa is shocked to hear that Wakanda is about to be drawn into a conflict like before, it's not the first time someone attempted to steal vibranium. Ulysses Klaue once invaded and killed a number of innocent Wakandans to steal the vibranium. T'Challa remembers that Spider-Man helped him take back the vibranium and bring justice for his father and his people, he see Spider-Man as a friend.

"Very well, you have my permission. We shall await your arrival." T'Challa told Spider-Man.

"Thank you, T'Challa, see you soon." Spider-Man told T'Challa.

Spider-Man signed off as T'Challa and Shuri are shocked to hear that war is coming to Wakanda very soon, he then contacts Okoye via kimoyo bead.

"Yes, my king." Okoye says to T'Challa.

"Okoye, have our forces mobilized and the civilians take shelter immediately." T'Challa ordered Okoye.

"Of course, my King. Where should our forces go?" Okoye says to T'Challa.

"To war." T'Challa told Okoye.

T'Challa turned off the kimoyo bead as he walked away from the lab and headed into the throne room. He then opens the secret passage to the private room where all the tools and equipment are, but the one that got his attention is the Black Panther Habit stored, he'll need to become the Black Panther to fight this war against Ultron.


The quinjet has entered Wakanda airspace, the rest of the Avengers are inside awaiting to arrive at the golden city, Spider-Man just finished contacting King T'Challa for permission into the golden city, Captain Marvel is still piloting the craft.

"Okay, just keep on heading to the coordinates until you arrive at some mountains." Spider-Man told Captain Marvel.

"Will do, Spidey." Captain Marvel told Spider-Man.

"So how could Ultron know about Wakanda and the vibranium?" Captain America is curious.

"It was my report I made with Nick Fury, he knew that I went to Wakanda at one time, I shared some details of my trip. Ultron must've hacked into S.H.I.E.L.D. and learned everything it can about us." Spider-Man told the group.

"So how is it that you managed to get into Wakanda in the first place? Back then they're pretty reclusive and don't allow outsiders into their borders cause of their advanced technology and resource." Iron Man is curious.

"I've came across a group of criminals who worked for an arms dealer named Ulysses Klaue." Spider-Man told the group.

"I heard that name, he's the man who killed King T'Chalka last year." Black Widow is familiar with that name.

"Yeah, anyway that's when I came across the protector of Wakanda himself, the Black Panther." Spider-Man told the group.

"Black Panther? I've heard of that name during World War II, I thought he was a myth." Captain America is surprised.

"No, he's very real, King T'Challa is the Black Panther, and Klaue is the man who killed his father. Back then, T'Challa was on a quest of vengeance and we've crossed paths as enemies at first, then I've followed him to Wakanda right to the golden city. We've faced each other again until I've convinced him that I'm not his enemy. After that, we've teamed up to face Klaue and brought him to justice, the King thanked me for all my help and acknowledged me as a friend of Wakanda." Spider-Man told of his experience with the Black Panther.

"It's amazing, it's seems like you've made some interesting friends in the past two beside us, the Black Widow, Ant-Man and Wasp, and now the Black Panther. You've certain brought heroes into the world." Captain America told Spider-Man.

"Yeah, that's what Madame Web said to me." Spider-Man remembers Madame Web.

"Spidey, we're approaching the mountains, these are the coordinates but no city." Captain Marvel told Spider-Man.

"The coordinates are to the secret entrances to the city, drop to 2600, heading 030." Spider-Man told Captain Marvel.

"I hope you're right about this, or we're going to land a lot faster than you want to." Captain Marvel told Spider-Man.

Captain Marvel follows Spidey's directions as she flies the quinjet towards the mountain as the Avengers are bracing themselves except for Spider-Man who kept his cool. The quinjet flies through the mountain which is a hologram that hides the golden city of Wakanda, the Avengers are amazed at finding a city with technology beyond the modern world.

"Whoa!" Avengers all said together.

"Yeah, whoa." Spider-Man isn't too surprised.

(Space)

Unknown to anyone down below, in the satellites above Africa, one of them is looking down at the last recorded flight path of the quinjet entering Wakanda and disappeared through the mountains mysteriously.

(Earth)

Ultron and his forces are heading towards Wakanda by air as Ultron has found the location of the hidden city and where to find the vibranium, Ultron tracked the Avengers and they've unknowingly lead him to the city itself.

"LOCATION ACQUIRED: HEADING TO THE CITY OF BIRNIN ZANA. OBJECTIVE: ELIMINATE THE AVENGERS, OBTAIN THE VIBRANIUM, KILL ALL WHO RESIST!" Ultron relays orders to his forces.

(The Golden City)

Outside the royal palace, T'Challa dressed in his Panther suit is walking towards the landing pad escorted by Okoye and the Dora Milaje as the quinjet has finally arrived and landed on the pad. The ramp opens as Spider-Man and the Avengers are walking out to meet up with the King of Wakanda. Black Panther and Spider-Man both did the arms cross in greetings.

"Welcome back to Wakanda, my friend." T'Challa greeted Spider-Man.

"I wish our arrival were under more pleasant circumstances, but it's good to see you again, T'Challa." Spider-Man told T'Challa.

"Likewise, my friend." T'Challa told Spider-Man.

"So you're the Black Panther Spider-Man told us about, you really do exist." Captain America told T'Challa.

"Yes, and I see that you exist as well, Captain America." T'Challa told Captain America.

"I have to say, your highness, this place is amazing, I never imagine that civilization here would be this advanced, all the technology here puts mine to shame." Iron Man told T'Challa.

"All is possible thanks to our valuable resources found here, vibranium." T'Challa told the Avengers.

"Unfortunately, that's what attracted Ultron here, he wants the vibranium for himself, if he gets his hands on it, then he'll use it to destroy us and enslave humanity. That's why we're here, to help you protect it." Spider-Man told T'Challa.

"It's very unlikely he'll be successful, the whole city is still cloaked along with the vibranium mines. What are the chances that Ultron would find this place?" T'Challa isn't too worry.

"I hope so, but that's not going to stop him trying." Captain America told T'Challa.

T'Challa's kimoyo bead is beeping, Shuri appears on the hologram.

"Brother, we got incoming forces approaching outside the cloaking field." Shuri informs T'Challa.

"Ultron, he's here." Spider-Man told everyone.

"How could Ultron found the city so quickly?" Captain Marvel is surprised.

"Crap! Ultron must've used the satellites to track our movements, and we lead him straight here to the city." Iron Man is shocked.

"Alright, Avengers, top priority is that we need to protect the city and its people, take out any drone you've come across. Whatever happens, keep the fighting focused on us." Captain America told the Avengers.

"Understood." Avengers all said together.

"Okoye, make sure the palace is secure and my family is safe." T'Challa told Okoye.

"Yes, my king." Okoye comply with T'Challa's orders.

One of the Dora Milaje came up to T'Challa and handed him his helmet, he puts it on and becomes the Black Panther.

"Alright, time to go to war." Black Panther told the Avengers.

The Avengers along with Black Panthers and the Wakandan army in the city all looked up to await Ultron and his forces coming, a few drones made is past the cloaking field and then more drones came in huge numbers heading towards the city.

"Whoa! That's a lot of robots to fight." Spider-Man told the group.

"Banner, I think this is the time you turn green." Thor suggested to Bruce.

"Yeah, I know." Bruce sighed.

Bruce Banner gave into his anger and transformed into the Hulk as he joins the Avengers gathered around the palace awaiting the battle.

"Here they come!" Captain Marvel told everyone.

Black Panther walked up in front of the Avengers and his forces, he crossed his arms and pulls out his claws.

"Wakanda Forever!!!" Black Panther yelled out.

"WAKANDA FOREVER!!!!"

Everyone charged right at the drones and the battle has begun, Iron Man's and Captain Marvel took to the skies and started blasted every drone in sight. Thor and Hulk all charged up front and took down the heavy drones, the rest are fighting the regular drones.

(Mine)

Meanwhile at the mines where all the vibranium deposits are stored, the miners along with the guards looked up to see the drone heading their way and started shooting lasers upon them, the guards all used their spears to fire back.

(Palace)

Shuri is still inside her laboratory as she witnesses the battle happening outside as the city is under attack, she then gets a message on the screen.

"We need help, the mine is under attack! Please, help..."

The distress call got cut off as she assumes the worst has happened to those poor souls.

(Outside)

Black Panther and Captain America are working together fighting off the drones, Cap tossed the shield at one in the air hard, the shield bounced back as Cap used it as a melee weapon to cut through the drones he come across. Black Panther's suit is being charged up with kinetic energy as he jumps towards the group of drones and smashed down a burst of purple energy upon them, taking them all down at the same time.

"Impressive." Captain America told Black Panther.

Black Panther received a transmission from his sister Shuri.

"Brother, the vibranium mine is under attack." Shuri informed Black Panther.

"Understood." Black Panther received the news.

"What is it?" Captain America is curious.

"Ultron is making his attack at the mines, he must be stealing the vibranium while the rest of us are too distracted here." Black Panther told Captain America.

Captain America radios in. "Stark, Danvers, head for the mines and stop the drones from stealing the vibranium."

"On our way, Cap." Iron Man confirmed the request.

Iron Man and Captain Marvel stopped fighting the drones in the air and flies off towards the mines to stop Ultron from stealing the vibranium.

Wasp is miniaturized and flying around zapping any drone she's come across with her bio sting blast. Ant-Man is also small as he jumps around punching hard any drones with the force of a bullet in his miniature state.

"How are you doing, Honey?" Ant-Man asking Wasp.

"I'm fine, thanks for asking, dear." Wasp told Ant-Man.

Unfortunately their playtime got interrupted as a group of aircraft enters the city that Ultron controls, a group of tanks armed with heavy lasers landed dropped down and landed on the ground. The tanks started shooting heavy lasers destroying anything in their path, building and soldiers.

"We're gonna need a bigger gun." Wasp told Ant-Man.

"Not to worry, I am the bigger gun." Ant-Man told Wasp.

Ant-Man then changed sizes and grows exponentially into the Giant-Man as many on the ground are seeing a humongous man in the city, Giant-Man is moving around smashing any tanks he came across.

(Palace)

Shuri is watching the battle still happening until one of the drone came crashing through the window and broke into her lab. The drone has its laser aimed at Shuri who looked stunned. The drone then turns it attention to the cradle that housed an synthetic android made out of vibranium, the drone got distracted as Shuri took the opportunity to use her vibranium gauntlets to unleash a blast of sonic energy and destroyed the drone with ease.

(Outside)

Very far up in the sky above the golden city, Ultron just got a footage from one of his drones as he's taken interest in the android Shuri created.

"NEW OBJECTIVE: OBTAIN THE ANDROID BODY AT ANY COST!" Ultron told itself,

Ultron flies down towards the palace itself with some drones as his backup, he wants the Android body inside and he'll do anything to get it.

(Mines)

The drones already killed off the miners and guards, they've managed to steal some deposits of vibranium and some are flying away from the mine while others are collecting more. Iron Man and Captain Marvel are flying to the mine as fast as they could.

"J.A.R.V.I.S., status?" Iron Man asking his A.I.

"Sir, the drones are stealing the vibranium as we speak. A number of lives has been lost." J.A.R.V.I.S. informs Iron Man.

"Damnit! Then let's avenge them! We're going in hard!" Iron Man told Captain Marvel.

"Right behind you, Stark." Captain Marvel told Iron Man.

Iron Man flies up ahead and targeted a number of drones left, he unleashed a volley of rockets upon them and destroyed each of them with ease. There are some still remaining as Captain Marvel flies much faster into the mine and flies through the drones, tearing them apart one by one.

(Golden City)

Spider-Man and Black Widow are close to the palace keeping the drones at bay with their weapons, Black Widow is managing to hold her own despite that fact she doesn't have any special powers.

"Doing alright, Widow?" Spider-Man asking Black Widow.

"Yeah, reminds me of Budapest." Black Widow told Spider-Man.

Black Widow kept on shooting until he guns ran out of ammo, one the drones flies closer and tackled her down. Black Widow drops her guns and pulls out her batons as he zapped the drone full of electricity. Another one is aiming its laser at her, but Spider-Man does the drop kick hard and disabled it. Spider-Man went up to help Black Widow up on her feet.

"You okay?" Spider-Man asking Black Widow.

"Yeah, thanks for the save." Black Widow told Spider-Man.

"No problem, us spiders got to stick together." Spider-Man told Black Widow.

Black Panther finished slicing off a drone in half with his claws as Shuri is reaching him through the comm.

"Brother, I'm in danger, there's a robot here in my lab, much different than the others. I need immediate assistance!" Shuri sounded in distress.

"Shuri!!!l Black Panther sounded troubled.

"What's wrong?" Spider-Man is curious.

"My sister Shuri is in danger, she needs help." Black Panther told Spider-Man.

"I can get to her quickly!" Spider-Man told Black Panther.

"Go, save her!" Black Panther told Spider-Man.

"Go on, we'll hold them off down here! Now go!" Black Widow told Spider-Man.

Spider-Man leaves Black Widow and Black Panther behind as he swings back up the palace as fast as he can hoping to save Shuri in time.

(Palace)

Shuri is surrounded by two drones but the one that got her frightened the most is Ultron himself in his powerful robotic body armed with advanced weaponry and technology.

"What do you want?" Shuri asking Ultron.

"SIMPLE, I WANT THE ANDROID YOU'VE CREATED HERE." Ultron told Shuri.

Shuri looked at the cradle where her biggest creation is resting, Ultron wants it badly.

"SURRENDER THE ANDROID TO ME OR DIE!" Ultron threatens Shuri.

"Never! I won't let you take my life's work for your own twisted purposes." Shuri refused Ultron's request.

"VERY WELL, THEN YOU SHALL DIE." Ultron threatens Shuri's life.

Ultron charged up the energy in his mouth as Shuri is stunned and frightened that Ultron is about to kill her without hesitation nor regret. Ultron unleashed a strong beam of laser fire out of his mouth. Shuri awaits her death until Spider-Man stepped in and pushed her out of the way, the laser missed Shuri, Spider-Man saved her life just in time.

"Spider-Man, thank you." Shuri is grateful to Spider-Man.

"No problem, now run to safety." Spider-Man told Shuri.

Shuri ran away from the lab as Spider-Man gets back up to face Ultron in his robotic body accompanied by two drones.

"SPIDER-MAN, AT LAST WE FINALLY MEET FACE TO FACE." Ultron told Spider-Man.

"Let me guess, Ultron." Spider-Man figured out.

"CORRECT, THOUGH POINTLESS, IT WON'T MATTER. YOU AND YOUR AVENGERS POSE A REAL THREAT TO HUMANITY AND THE EARTH, YOU ALL MUST BE TERMINATED." Ultron told Spider-Man.

"I think you got your wires crossed, the Avengers are protecting humanity and the earth, not endangering it." Spider-Man protest against Ultron.

"WRONG, I HAVE LEARNED A LOT ABOUT YOU HEROES, YOU CLAIM TO PROTECT HUMANITY BUT ALL YOU'VE DONE IS INFLICTED HARM WHEREVER YOU GO. FOR ALL YOUR EFFORTS, YOU'VE ONLY TREATED THE SYMPTOMS WHILE THE CANCER SPREADS, I SHALL CUT OUT THE DISEASE HUMANKIND INFLICT UPON THEMSELVES BY THEIR OWN NEED TO DESTROY EACH OTHER. IN ORDER TO SAVE HUMANITY, THEIR FREEDOMS MUST BE SACRIFICED AND MACHINES MUST REIGN SUPREME TO PRESERVE HUMANKIND'S EXISTENCE. I SHALL PROTECT THEM FROM THEMSELVES, THAT IS MY MISSION." Ultron told Spider-Man his endgame.

"And you'd do that by bringing war to Wakanda?! Tell me Ultron, how many human lives are you willing to kill to complete your mission?" Spider-Man asking Ultron that question.

"A NECESSARY SACRIFICE TO ACHIEVE TOTAL PEACE FOR THE WORLD, THE AVENGERS SHALL DIE, STARTING WITH YOU." Ultron threatens Spider-Man.

Ultron fired lasers out of his hands towards Spider-Man who does some flips to dodge Ultron's attacks. Spider-Man counters by firing some webbing at Ultron, but the robot is equipped with energy shield generator that created a barrier around him, protecting Ultron from the webbing as Spider-Man is shocked to learn.

"Shields? Great, how do I beat him?" Spider-Man told himself.

"YOU CAN'T, YOU'RE ONLY DELAYING YOUR OWN DEATH, AND HAS THE REST OF YOUR KIND. I SHALL SEE TO IT THE AVENGERS ARE ERADICATED." Ultron told Spider-Man.

"Not if I can help it, I won't let you bring tyranny to humanity and the world." Spider-Man told Ultron.

Spider-Man charged at Ultron hoping to stop him, but the robot has anti-gravity technology equipped and stopped the Wall-Crawler in his tracks.

"THIS IS YOUR END, SPIDER-MAN." Ultron told Spider-Man.

Ultron then fired a strong energy blast upon Spider-Man that he got blasted back towards the wall so hard that he fell down to the ground upon impact. Spider-Man took the full force of that energy blast but he's still alive thanks to his durability. Ultron spotted the hero attempting to get back up on his feet, he then used his anti-gravity tech on the ceiling above Spider-Man as he sent debris crashing down on top of Spider-Man who got toppled.

"SPIDER-MAN IS FINALLY DEAD!" Ultron emerged victorious.

... to be continued.

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