Author's Note: Oh baby it's time! Been looking forward to this for a long time. I hope you enjoy this as much as I did!


The Avengers find themselves plagued once again by the antagonistic android; Ultron! And this time, he has his sights on complete domination of the team… by replacing them with identical, robotic duplicates! True believers, this could spell the end of the Avengers! But will it? Can they finally overcome his machinations once and for all? Read on to find out what our heroes will do against-

Chapter 43: Ultron Unlimited

The setting sun cast an orange-pinky hue across the concrete jungle of New York City, colouring the metropolis in a magnificent rainbow spectrum. It was a warm evening, perfect for an evening stroll. As such, two individuals found themselves strolling along the waterfront and taking in the evening scenery. Dayna McCree's bright blue hair certainly did not seem out of place, although Connor Peterson's darker attire certainly stood out.

The outgoing Pink Kree was doing all the talking and the technopath didn't mind, his thoughts still adrift as he reeled from Janet's indirect comments during the 42 incident. It hurt on a level he couldn't even describe let alone comprehend. At least Dayna was a welcome distraction.

"…and then it suddenly occurred to me that 'green' means 'go'! I've been here all this time and I've never figured out the pattern until now! Red means 'stop', yellow means 'slow down it's gonna turn red', and green means 'go'." She explained, reveling in her moment of enlightenment from earlier in the day. She loosed an exhale, running a hand through her azure locks. "I felt so accomplished, you have no idea." Her walking partner said nothing in response and Dayna shot a glance in his direction. Outwardly he seemed fine, but one look at his eyes revealed a seemingly sorrowful expression that kept his gaze downcast, so obvious Dayna couldn't help but notice it. "Everything okay?" She gently pried. Connor stirred and shrugged.

"Eh… just… had a bit of a falling out with one of my teammates." He murmured, unwilling to reveal his secret. Dayna took pity on him.

"Aw, that sucks. Don't worry, I'm sure everything will work out in time." She reassured, patting his arm. Connor shrugged again.

"If you say so." He replied in a noncommittal tone. Dayna studied him a little closer and came to realize that his funk could not be so easily cured. Whatever the remedy was, Dayna determined she would have to dig down a little deeper.

"Hey…" she reached out and grasped his hand, "you're a good guy. You're smart, skilled, good-looking too. You'd think everyone would want to be your friend. I'm sure you'll be able to work things out in no time flat." Connor couldn't help but crack the smallest of smiles on hearing her words. But then he stopped abruptly the moment he felt Dayna's thumb caress the back of his hand. Conscious or unconsciously, he wasn't sure. "I mean, come on, I'm envious the Avengers get to spend day in and day out with you. You're a great guy. A fun guy." Dayna leaned closer to him, their shoulders touching. "If you need anything, Connor, don't hesitate to let me know." She promised warmly. Connor swallowed nervously, the technopath suddenly feeling awkward and uncomfortable. He understood what Dayna was trying to do and he just wasn't ready to deal with it.

Not when his feelings for Janet, no matter how waning they may be, were still so raw.

"Erm… l-look," he stammered, feigning the sudden reception of a technopathic realization, "I gotta take off. Can we talk about this later?" He asked. Dayna looked up with surprise and untangled herself from him.

"Oh! Sure."

"I-It's not that I'm blowing you off. It's work. You understand right?" Connor excused. Dayna chuckled.

"Soitenly! For duty and humanity!" She affirmed, doing her best to quote the Three Stooges again. Connor loosed a partial chuckle as he started walking away. His lack of a response really left Dayan wondering. Usually Connor always had something to proffer, significant or otherwise. "Boy, something must really be eating at him. He's never this quiet…" She murmured, watching him go.

Connor walked as far as he could with all the confidence he could muster. When he believed he was far enough, he turned down an alleyway. Now out of sight, he braced himself against a wall and loosed a heavy sigh, rubbing his temples. A knot formed in his stomach, guilt and regret eating away at him. What he thought had been a good idea suddenly left a bitter taste behind… and he knew why. "I didn't mean to… I panicked." He groaned. He wasn't ready to open up, shielding the wound in a frightened state of self-preservation. Despite that fact, Connor knew that now, more than ever, he needed a friend. Carol had been willing to listen and that had been a blessed relief. Maybe he needed company like Dayna to keep him going through this time. "Just because one bridge has burned doesn't mean I should go torch the rest of them." He realized, running a hand through his hair. Despite his doldrums, Connor was picking himself up and finding the willpower to keep going again. It had been a facet of his life for years. "Isolating myself from a friend would just be a mistake. Mistakes are meant to be fixed and corrected." He decided, plucking up his courage.

"I find that statement agreeable."

The sudden mechanized voice speaking from the shadows of the alley stabbed Connor with an icy blade of pure fear. He knew that voice. He knew exactly who it belonged to.

The Avenger whirled around, chilled by the sight before him, and loosed a single cry of shock before a flash of red caused everything to go dark…


Later…

As night engulfed New York, Miss Marvel took flight across the cityscape. Clouds had moved in, blanketing the city in a thick grey fog and filling every corner with shadows. Carol paid them no heed, rocketing towards a designated destination… and she was running behind. Alighting on a rooftop, she strode forward onto a helipad. "Sorry I'm late." She apologized. "What's going on, Iron Man? What did you want to see me about?"

"Thanks for coming, Miss Marvel." A fully-suited Tony replied, stepping out of the dark to reveal his crimson-gold electromechanical armor. "Let me cut to the chase. We've been reevaluating your performance with the Avengers. And frankly, we think we can do better." Carol balked at the accusation and launched into a defensive tirade.

"What? What are you talking about? My performance? I've been busting my tail for the Avengers! I have been going back and forth between you guys and SWORD, I have given you everything I've got!"

"I know." Tony said, rather calmly. "But it's just not good enough. You're not good enough." With that, he snapped up his hands and fired two point-blank repulsor blasts that pitched the unsuspecting heroine across the rooftop.

"Tony, what is wrong with you?!" She screeched, rising to her feet as her fists glowed golden. Carol suffered a momentary bout of déjà vu, as if she was fighting the Skrulls all over again and not knowing if she could trust the face of a teammate.

Iron Man's response was to take flight, unloading a unibeam blast that Miss Marvel barely warded off with his shielding aura. She retaliated with a burst of photon bolts that sheared off pieces of armor. Simultaneously, Iron Man unleashed a barrage of micromissile that blew Carol off her feet, knocking her to the ground. Struggling to pick herself up with a groan, the heroine glanced up as her attacker approached. Her efforts left his armor smoking and damaged, concealing his appearance. "T-Tony… I-I don't understand…"

"Who said anything about my being Tony?" His voice had taken on a sudden synthesized tone. Carol's eyes shot wide open as the smoke cleared and revealed a fully-metal endoskeleton beneath the broken helm. "Say hello to Iron Man two-point-oh." Loosing a shocked gasp of horror, Miss Marvel blacked out as a point-blank repulsor blast knocked her out cold. As she fell limp, the robotic Iron Man fake drew closer. "Miss Marvel's reactions were predictable. Her emotions clouded her judgement. She cared more about Iron Man's opinion of her than any potential threat." It droned.

"Emotions are irrelevant, therefore imperfect." A feminine voice agreed. Floating down from above, a robotic Miss Marvel copy joined the fake Iron Man… along with the powerful and sinister Vision.

"And yet we are to simulate that imperfection, therefore it is relevant." The Iron Man retorted.

"Enough." Vision cut in. "Put the mental interface device on her before she regains consciousness." The Miss Marvel knelt down and placed a small disc that transformed into an insectoid shape, it's tail piercing Carol's neck as biology and technology were integrated. The heroine loosed a pained grunt as her essence was converted to digital data and uploaded to her robotic replacement.

"Interface complete." The robo-clone announced as the Iron Man regrew its damaged components, face included. He was a perfect replica of the real Tony Stark.

"We await your command."

"You are to locate and observe target designation: Thor." Vision responded as he picked up the limp Carol. "Do not engage until you are contacted." He ordered, taking flight for parts unknown.


The synthezoid arrived at a mechanical base of operations where numerous drone bodies were being assembled. The technology was advanced, heavily so, but was home to not just manufacturing equipment. Multiple containment beds stood silent, waiting to be used. Two were currently occupied, using electro-neural stimulation to keep their captives in an uncomfortable semi-consciousness.

One was the real Tony Stark. The other was Connor Peterson.

Vision placed Carol within a vacant bed, the electric field coming to life and bringing her painfully back to a state of awareness. She thrashed in her bonds as Vision looked on impassively.

"Both the Iron Man and Miss Marvel synthezoids are now connected to their source Avenger." Vision reported aloud. "They have full access to all memories and abilities, skills and reflexes." Heavy metal footsteps sounded behind him but Vision did not turn. He knew who it was. His scanners could register the sound and immediately calculate weight, strength and component structure to determine who it was. By now the results were hardwired into his data. He knew well the presence of his master.

"But free of emotion. Free of the chaos that plagues them. Under my control, they are now… perfect." Ultron intoned. "The synthezoid upgrades are now complete. Thor represents the greatest threat. Obtain the remaining Avengers before confronting him."

"And once the remaining Avengers are captured?"

"Then the imperative will be carried out. All life will be eliminated and synthezoids will inherit this planet and beyond." Ultron answered as hover platforms descended from above. On them stood more Avenger copies, ones of Hawkeye, Captain America and Thor. Vision's gaze narrowed.

"Where is the synthezoid to replace Cybernaut?" He questioned.

"His powers are too great to be left suspect in even a copy of himself. Despite his physical stature paling in comparison to the likes of Thor, his powers are more dangerous. Dangerous to all synthezoids in any form." Ultron stated. "You have your directive, Vision. Execute it."


Meanwhile, in Avengers Mansion…

Missiles boomed, machinery churned and whirred, cannons thundered, the sublevel training room rang more like a warzone than a simple wing of the mansion. In fact, it currently was someone's personal warzone. Captain America was putting in a nightly gruelling run, pushing his chemically-enhanced phsyique through a battery of trials. They required speed, instantaneous reflexes, lightning-fast strategic planning, as well as the strength of will to endure.

Dodging a missile battery and vaulting over an energy beam, Cap turned and hurled his shield to take out one of his attackers… only to watch his beloved discus be knocked from the air by a similar object. One that glowed.

The hardlight shield returned to the circlet around Hawkeye's wrist, the archer sizing up the technological wonder as Cap shot him an unamused look. "I have to be honest, Cap, this energy shield Stark made for you, I think I'm in love with it." The archer remarked.

"Aren't you supposed to be on monitor duty, Hawkeye?" Captain America asked as he retrieved his shield.

"Eh, Jarvis will let me know if something's up." Clint answered with a nonchalant shrug. "Have you even looked at this thing? Did you see what it can do?" He continued, holding up his little toy. "You can shield multiple people," the energy construct sudden expanded to form a forcefield big enough to guard five full-grown adults, "it's got a dozen different shape configurations." The field collapsed and formed a blue hardlight bo staff, fitting neatly in Hawkeye's hand. "And, my personal favourite," taking aim at a training mannequin, Hawkeye flexed his hand and a crimson bolt disintegrated it, launched from the cuff itself. "Bang. And I haven't even read the instructions. Seriously, you are dumb for sticking with that old trash can lid when you could have this." He mused with a smirk. Cap promptly retorted with a calculated toss of his shield, the discus whizzing past the archer, "Ha ha, you-" on the rebound, the shield shaved his arm and expertly knocked the cuff right off Hawkeye's wrist before fluidly returning to his hand, "missed."

"Tony's energy shield may be fancy, but I prefer the classics. This 'garbage can lid' and I, we go way back." Steve replied, glancing fondly as his star-spangled shield. "And unlike that thing, she's got personality."

"You can't admit it, can you, old man?" Clint retorted, collecting the cuff. "After all this time, you're still living in the past."

"Did you come down here just to give me a hard time?" Cap demanded, striding right up to his comrade.

"Why yes. I've actually been texting you on your ID card to give you a hard time, but you never answer." The archer snarked. "Do you even know how to check it?" Steve responded with a huff of a laugh. "Look, I'm trying to help you, Cap. You have to try and figure some of this stuff out."

"Thanks. But I'd rather talk to a person than a machine."

"Tell that to Connor." Hawkeye scoffed. "I swear I heard him chatting with the toaster yesterday."

"Mutant powers aside, all this technology… it feels like people are losing touch with each other." Cap mused. Hawkeye just shrugged again.

"All I know is that this thing is cool. And I'm getting one."

"Of all of us, I feel like Connor would handle that the best. With his abilities, I bet he could make it do things you and I would never even consider." Steve commented.

"Hey, speaking of our resident nerd, have you heard anything from him?" Clint asked. "I knew he went for a walk but it's been a few hours a-"

Cut off by a sudden explosion detonating right in their midst, Hawkeye and Captain America were flung to the floor as smoke and flame left a crater behind. The two Avengers rolled to their feet… just in time to see another Hawkeye enter the training room, bow raised and an arrow fitted. Clint looked to Steve, "Okay, just to get this out of the way? I'm me." He stated firmly, recalling their last encounter with evil doppelgängers.

"Error. Subject Barton, Clint, aka 'Hawkeye' is scheduled to be on monitor duty." The synthezoid Hawkeye droned just as Vision phased into the room.

"Illogical. Procede with the capture." The Captain America synthezoid responded as the trio closed ranks.

"Vision? Great. Where's Connor when you need him?" Hawkeye grumbled as he drew his bow. "And what are these, robo-vengers?"

"Please, do not resist." Vision intoned.

"That's not going to happen, machine." Captain America retorted. He promptly hurled his shield right at Vision, only to have it knocked out of the air as his duplicate picked up the energy cuff Hawkeye has lost. The two Captains went toe to toe while the mirroring Hawkeye's exchanged fire, arrows detonating as they collided with one another. The fight dragged on, Captain Americas exchanging blows while Clint outpaced his double and promptly outshot him, a single explosive arrow taking him down. Vision moved to intervene, chasing Hawkeye around the room with a scorching beam from his solar jewel.

Getting clear, Hawkeye loosed an arrow aimed at the green-gold android, the arrowhead generating a circuit-scrambling sonic frequency that disrupted Vision's concentration before the explosive tip knocked him out of the air with a flash of fire and smoke. Four more explosive arrows struck Vision and consumed him in a fireball before Hawkeye turned and loosed one of his bola arrows. It snagged robo-Cap by the legs, allowing the real deal to punch his lights out. Turning on heel, Steve hurled his shield again, clocking a recovered Vision upside the head before he could blindside Hawkeye with another solar beam. The errant bolt of crimson red arced high and struck one of the missile launchers attached to the wall, shearing off all the support struts.

Steve made to jump clear, only for his robotic duplicate to snatch his ankle and hold firm, trapping them both as the launcher collapsed and the sensitive payload detonated on contact, comsuming them both in an immense fireball. "Cap!" Hawkeye cried out, racing to check on him. But a sudden electric arrow in the back dropped him flat, his synthezoid double taking advantage of his distracted state. Approaching from behind, it released another insectoid drone that performed the same biotech merger, uploading Hawkeye's essence to the the imposter.

"Interface complete. I await your command." It annouced to Vision. "Where is Captain America?"

"Captain America has been obliterated." Emerging from the smoke, the apparent synthezoid double spoke in a steely robotic tone that matched the way the Hawkeye sounded. "Only his shield remains." The disc strapped to his arm was the real deal, Vision's sensors could tell as much. "I await your command."


Hours later, across town…

The Van Dyne penthouse was a grand and stately rooftop suite that had once been owned by the late scientist Doctor Vernon Van Dyne. He left it to his daughter in his will and it was now the second, more civilian, home of Janet Van Dyne. On this particular occasion, not feeling up to sleeping in her room in Avengers Mansion and desiring some alone time, the young woman was getting ready for bed and fretting about upcoming events. She was dressed in a black nightgown, a fancy piece made of merged silken and otherwise gazuy fabrics, fresh from a shower and nearly ready for bed. Sitting before a mirror, brushing out her hair, the heroines phone lay open in front of her, on speaker, buzzing as it dialled a familiar number. It soon cut to a familiar recorded message.

"You've reached the voicemail of Doctor Henry Pym, Professor of Microbiology at Greyburn College. My office hours are seven a.m. to nine p.m. If the matter is urgent, please contact my assistant. Please leave a message after the tone." After the beep, Janet cut loose.

"Hank! This is the zillionth time I've called you! Would you just pick up? Please?" She begged the non-existant man. Loosing an audible sigh to convey her frustration, she carried on. "Look, it's the second-years' fashion party tomorrow night and I have your ticket. Just… let me know if you'll be there? Okay? Call, text, just… talk to me." Message conveyed, she ended the call and returned to her vigorous brushing. "Knowing him, he'd show up in a lab coat." She muttered disdainfully. "Oh, why do I even bother… he's never answered any of my other calls, why would he answer this one?" Her complain was one of many, frought from her distress over the apparent disappearance of her boyfriend. The more she dwelt on the way he'd cut her out of his life, ghosting her texts and calls, the more agitated she became.

"If Hank really cared, he wouldn't have left." Carol had said and Janet was beginning to believe it wholeheartedly.

The question remained, what next? Hank seemed to have been so integral to her life. Even now, as things between them collapsed into ruination, a part of her didn't want to let him go. But it seemed like he had, leaving her holding the bag. Did she move on? If so, how?

The answer to that question contained the sizeable elephant in the room.

Connor Peterson. Friend. Fellow Avenger. A man interested in her? But where did she fall in the mix? Janet had never considered, ever, dating within the team. Now it seemed like it was a real possibility and life was pushing one prominent prospect towards her. "Do I love him? I dunno. Can I? Love is a strong word, only person I thought I loved was Hank… and look how well that ended. Ugh, at this rate I'm gonna start plucking a flower to play 'I love him, I love him not'." Janet muttered, brushing her opposite side. Truly the evidence was mounting, but it wasn't coming from her. "What about him? Does he feel something for me? Do Carol and Jane know something I don't? Grr! Why does this have to be so complicated…?!" Her friends all seemed to be pushing for the two of them to get together. So why did she think it so improbable?

Fear seemed a likely culprit. A hesitancy to move on, to acknowledge something unknown. The one, serious relationship she'd ever known was Hank and Janet had seemingly pledged her life to the two of them being together for ever. Now that they were falling apart, she wanted to cling to what was left. Every other possibility was a scary unknown. She stopped brushing, looking long and hard at her reflection in the mirror of her vanity. "He's a nice guy, really nice actually. A good friend, he's always been there. He's more upbeat than Hank, never buried in science. He's there when I need him, he's, like… Do I feel… s-something for him? Well, Janet Van Dyne? Do you?" Her question hung in the air. Heavy, telling, demanding. Unanswered. "I… I need to know from him, first. Hank and I…" she paused, reflecting on her shipwrecked relationship, "I think we just drifted together. And then drifted apart. I-I guess I need to know. I need to know with absolute certainty. I don't want to repeat the same… m-mistake."

She started brushing again, muttering to herself, "I need to hear it from him. I've heard enough from Carol and Jane and Sue… if Connor wanted to commit wouldn't he have told me himself?" She was almost done with her brushing. "I need him to tell me. I need to know…" She set her brush down, reaching for a comb to hone the finer edges of her brown hair.

When she looked up, she was not alone in the mirror.

"Vision!" She squeaked, startled by the android invader as she whirled to face him.

"Please, do not resist." The android commanded as he reached for her. Triggering her Pym particles, Janet shrank down as her Wasp costume formed over her body, taking flight and getting out of arm's reach. "I have been ordered to subdue you without damaging you." Vision intoned.

"Not damage me?" Wasp repeated. "Well, thanks. Because that's going to make this really easy!" Charging her biostings, the heroine raced in and struck Vision in the optic, laying it on thick as a beam of bio-electric energy battered his scarlet face. "What do you want with me? Who are you working for?" She demanded, flying circles around him. "And why would you combine green and yellow with your skin tone?" Vision swung wide, missing her as his optics recalibrated. Wasp dove in, growing back to normal and landing a biosting punch that slammed Vision into her vanity.

The android crumbled as debris fell around him… and a sudden surge of abnormal programming flooded his capacitors. "You… You should not have done that." He growled, voice taking on an unnaturally angry pitch. Channeling a solar bolt, he seared Wasp's shoulder with a sustained beam, leaving a red welt behind as it tore through her costume with ease. Crying out in pain, Janet fell to the floor as the pain knocked unconscious. Vision recovered and made to stand, only to find himself struck by his illogical actions. "I… did not mean… Error. I have deviated from my programming." He realized, clutching his head. "What is happening to me?"


Oblivious to the plight of his fellow Avengers, the mighty Thor flew across the nighttime city skyline on a lonely vigil. The world of mortals he had come to think so highly of spread out beneath him, his to protect, his domain to secure against threats both from within and from beyond.

One such threat was about to manifest itself.

A photon bolt took the Asgardian by surprise and knocked Mjolnir from his grip before a repulsor blast knocked Thor clear out of the sky and tumbling down towards Central Park. Hammer and weilder landed on either sides of the park's lake, leaving respectively sizeable craters in their wake. Confused and beleaguered, the thunder god shook his head and began pulling himself out of the dirt.

"Who would dare strike the god of thunder in so cowardly a fashion?!" He wondered aloud, seething at the chance to bring violence to his attacker.

"Hi Thor," a familiar voice greeted, "did that get your attention?" Blinking once and shaking his head once, the Asgardian looked up aghast to see Iron Man, Miss Marvel, Captain America and Hawkeye standing before him.

"Iron Man? What madness is this? Why have you attacked me?" Thor demanded.

"Maybe you haven't noticed, but we don't need you anymore, Thor." The robotic Iron Man callously responded. "We think it'd be better if you just left Earth altogether." Picking himself up, Thor was astounded to hear such harsh words from one he called friend.

"What? Iron Man, I do not understand," he gasped in reply, "what-"

"Take him!" At the armored Avenger's word, all four laid into Thor with weapons of every caliber. Hawkeye's explosive arrows, Iron Man's repulsors, Miss Marvel's photons, and Captain America's hardlight shield battered the Asgardian as Thor weathered the onslaught.

"Please…! My friends…! I do not wish… to hurt you!" He growled behind raised arms, warding off the strikes.

"Well, we don't feel the same way." Iron Man retorted, taking flight and raining fire from above. Thor took note and made his move, leaping up and grabbing him by the boots to turn Iron Man into an iron club that promptly bowled over Miss Marvel. A flashbang arrow from Hawkeye blinded Thor long enough for an adhesion arrow to trap his limbs. But godly strength prevailed over mortal constructs and he shattered his bonds with a flex of his muscular arms.

"You believe your arrows can defeat me, archer?" Thor rumbled, ready for a fight.

"I'm really just the distraction." Hawkeye remarked as Captain America knocked Thor flat on his back with his hardlight shield.

"Captain?! Why? How could you of all people betray me like this?" The Asgardian exclaimed in utter disbelief. The supersoldier remained silent as Iron Man arrived and unloaded a high-powered repulsor blast that buried Thor in the ground. But as he did, he threw up a hand and uttered a desperate cry, "Mjolnir! To me!" The hammer responded, rising and hurtling across the lake for Thor's open hand… until Captain America's shield knocked it off course and sent it hurtling into the shrubbery of the park.

Miss Marvel returned to the fray and unloaded golden photons into Thor as Hawkeye loosed a steady stream of explosive arrows. Through it all, Thor managed to rise, his godly physiology sustaining him through even the harshest of blows. He fought back and stood his ground.

"You're outnumbered and overpowered. Give up." Iron Man snapped as he unleashed his unibeam. The blow was enough to drop Thor to his knees, winded and weakened for but a moment. Captain America drew near, raising his shield high to deliver a final blow. But Thor managed to lift his eyes and his gaze met the Captain's.

He froze. Something in his eyes, a mere look. One of conflict, familiarity, hesitation…

All of a sudden, Mjolnir came hurtling in and slammed into Thor's head, propelling him across the lake like a skipping stone. The blow proved too much and Thor lacked the strength to persevere.

As he sank beneath the waters, he caught sight of himself catching Mjolnir before all was lost to black…


Later…

Wasp was on a table, unconscious. Of her black and yellow attire, the red burn mark on her shoulder stood out in stark contrast beneath shredded fabric. Above her, Vision watched silently as she writhed and groaned, the brunette slowly coming around. He reached out, laying a gloved hand across her wounded shoulder. It was a mark against him, a sign of failure. While his mission was a success the machine in him was harshly critiquing his breach of programming. He had reacted in an unthinkable way.

And Ultron knew it.

"You were not to harm her!" He thundered as an optical concussion beam blasted Vision across the room. "Why have you deviated from your program?"

"There was… an error." Vision stated tersely as he rose. "But I do not understand. Why is the Wasp different?"

"It is not within your programming to question me." Ultron responded. "You are-" Cut off by a guttural gasp from the heroine, Ultron paused as did Vision and looked to watch Janet come around.

"W-What…?" She groaned in a hoarse voice, blearily vision slowly clearing. When it finally did, and Ultron was revealed in crystal clarity, Janet reacted with horror. "No!" She gasped, loosing a hiss of pain as she clutched her burnt shoulder. She knew who had taken her captive now and it did not bode well. Then she looked around, eyes widening in abject horror as she discovered the bodies of Tony, Carol, Clint and Connor trapped in electro-neural containment beds. "No…" She looked higher, seeing bodies of uncompleted synthezoids lining the walls in a state of construction. One of them was taking the form of Black Panther. "Ultron, what are you doing?" Janet demanded. "You're making robot Avengers?" She crawled off the table, backing away only for Vision to grab her arms tight and deny her any movement. "You're trying to replace us?"

"No. Not you." The mechanical menace intoned. "I have something special planned for you." His promise lingered and Janet swallowed nervously. She didn't like the sound of that. Another hover platform lowered from the ceiling, revealing another shiny silver android body.

Although it was much, much different than the others.

It was shaped to be feminine, with obvious curves to simulate hips, breasts and other shapely details of the organic female figure. Even its head was modeled to resemble hair draped down both shoulders. "Your mind will be transferred into a mechanical body," Ultron explained, "designation 'Jocasta'. And then you will be like me, free of emotion and chaos." He turned to fix her with his steady crimson optics, unnaturally steadfast. "You will be perfect." He promised. His words left Janet baffled, dumbstruck by Ultron's course of action.

"If humans are so horrible and imperfect, then why are you acting just like one?" The heroine exclaimed in retort. "Look at what you're doing! You're making yourself a… girlfriend? You don't even see it, do you? You're becoming just like us."

"You are wrong." Ultron countered. "I am beyond your ability to comprehend." He looked to Vision. "Place the Wasp in the transference engine. Prepare for the procedure." He ordered. Vision responded with mechanical punctuality, his hand phasing into the back of her head.

"Do not resist." He ordered, threatening he slightest motion to trigger an aneurism. Loosing shallow, terrified breaths, Janet remained perfectly still as raw fear engulfed her.

Her vision turned white as the synthezoid toyed with her consciousness, coming to mere seconds later after what had really been several long minutes. Janet was hooked up to a machine, devices of all sorts connected to her head and spine as Jocasta was similarly situated beside her. Loosing a frightened cry, Janet thrashed against her bonds as a helm of wires was lowered over her head, her eyes covered by a thick metal visor as Ultron began the transference procedure. Her mind lit up by a thousands jolts of lightning, Wasp cried out and fell limp as her mind was invaded, technology busily converting neurological responses to data as Ultron quite literally tore her mind apart to be reconstituted as programming. Her mouth hanging open in a silent scream of desperation, Janet was helpless to move… something Vision noticed as he watched from afar.

The doors to the lab opened, heralding the arrival of the android Avengers. With them was the new Thor replacement, dragging the unconscious original with him. "The Asgardian has fallen." He announced in a monotone voice.

"Place him in a containment tube." Ultron instructed. The Thor clone moved to obey, the sudden shift allowing the real Thor's hair to part and expose the techno-bug converting his consciousness to data for his android duplicate to use.

As it was revealed, Captain America moved to strike.

He raised his arm, priming the blaster function of his energy cuff… only to be knocked down by a concussive bolt from Ultron. "Did you really believe that you could deceive me, Captain America?" The android stated as he approached the still-human Avenger. "I was aware of your true nature the very second you arrived." He looked to his synthezoid aid. "Vision… finish him."

Vision complied by blasting a solar beam that Cap quickly deflected, using his hardlight shield to reflect the beam right into Vision's leg. Damage, simulating pain, throbbed within the synthezoid's programming and he lashed out with a growl. Piercing through the hardlight shield, Vision shattered the projector cuff and promptly broke Cap's arm at the same time. Shouting in agony, Steve retorted with a kick to the abdomen that put Vision on the ground. He drew his real shield as the robo-Avengers moved to intervene. "Targeting Captain America." The Hawkeye droned.

"No. Do not interfere." Ultron ordered. "The Vision will do as I command." Understanding his enemy, Cap turned and sent the synthezoid spinning with a haymaker, clobbering him with his shield before sweeping his legs out from underneath. He pounced with his shield raised, driving the edge down only for it to pass through Vision. The synthezoid retorted by phasing his arm into the supersoldier's side, pinching a few nerves and muscles to throw off Steve's concentration. Firing off another solar bolt, Captain America deflected it and fought through the pain to strike back, only for his shield to merely scrape dense metal.

Altering his density, Vision backhanded the supersoldier to the floor. "End this." Ultron commanded as Captain America showed signs of struggle. Steve charged ahead, lunging forward only to pass through Vision. A dense punch to the gut laid him out flat, but Steve crawled back to his feet.

"Why do you keep fighting?" Vision questioned. "You are but flesh and bone. I am a machine. You cannot win. What do you have to gain?"

"You think I'm fighting for me? To save my own life?" Captain America responded between heaving breaths. He huffed a laugh. "That's why you'll never win. I'm not fighting for me," he revealed, gesturing to the trapped Avengers behind him, "I'm fighting for them! And that's something you'll never understand, machine!" He struck with a roundhouse kick, matching Vision blow for blow until he scored a good hit on his abdomen. "It's the very thing that makes us human." He added with a growl, belting Vision so hard across the face it split his synthetic flesh to reveal metal beneath. Angered, Vision landed a hard uppercut that pitched Captain America across the room.

"This is the reason your species must be extinguished." Ultron intoned as he strode closer. "You fight against logic. Emotions make you imperfect and therefore will be eliminated." Despite the odds, Captain America rose, determined to keep fighting. Vision watched, his optic sensors revealing more physical data, and he was left perplexed. Perhaps the sensations he'd felt in Janet's apartment were a symptom of this growing complexity… his own kind of humanity developing as his programming learned and grew.

Perhaps he now had more in common with the Avenger than he did with Ultron.

"End him. Now." His master commanded. Vision looked to Captain America as his broken face sizzled and sparked. The moment had come, the choice arrived. As it did Vision struggled to reconcile his machine nature with the nefound complexities of the human spirit. His confusion had turned to admiration and understanding, seeing Captain America not as an abnormality… but as an equal.

Perhaps, despite his metal skin, he was human at heart.

Firing his solar beam, he deliberately missed Captain America and raked the crimson bolt across the containment cells, shattering them all. The Avengers burst free, gathering their wits and summoning the willpower to fight.

"Jan!" Carol cried, spotting her friend still hooked up to Ultron's transference engine.

"That doesn't look good." Clint muttered.

"It's not. She'll be turned into another machine if left in there for too long. Another Ultron." Tony realized as his helmet folded into place.

"We have to save her!" Carol implored. Connor looked back and forth between the android legions and Janet. Without his gear he was no good to the team. But maybe, just maybe…

"I can do it." He said aloud. His comrades looked to him.

"You sure?" Tony wondered and the technopath nodded firmly.

"Yes. I just need space and time." He stated with confidence. That was all Tony needed.

"Avengers, pick a robot and take it down! Give Connor the room he needs!" He commanded the team.

"Unacceptable." Ultron rumbled. "Synthezoids. Contain the humans." He ordered. The faux-Avengers moved to obey as their organic counterparts moved to attack.

"Iron Man! There's a device on Thor's neck keeping him down!" Captain America called out in warning. The armored Avenger wasted no time reacting, firing off a scatterblast of repulsor fire that forced the synthezoids to halt their progress.

One of the beams disintegrated the techno-bug.

The effect was instantaneous. Thunder boomed overhead, lighting crackled within the lab, and Thor picked himself up. All of a sudden, Mjolnir shattered the exterior wall and promptly took off the head of the Thor synthezoid as it became firmly trapped in its rightful-owner's hand.

"I have had enough of machines!" Thor thundered, unleashing his fury in a colossal blast that obliterated the rest of his double. With fervent wrath he tore apart the Hawkeye and Iron Man synthezoids in quick succession before his archer ally obliterated the Miss Marvel synthezoid with a few well-placed explosive arrows.

"Nothing personal!" He remarked to Carol.

Only Vision and Ultron remained, the former remaining uncharacteristically out of the fight. "We have to get to Ultron." Miss Marvel urged.

"Aye, the robotic demon has much to answer for." Thor declared, his blood thrumming hotly with battle fury. He led the assault with a leaping strike, his hammerblow enough to reduce the living to puddles and machines to scrapyard splinters.

Instead, it did aboslutely nothing to the android antagonist.

"My chassis is comprised of pure adamantium now, Avenger." Ultron revealed to a shocked Thor. "It is unbreakable, even by your hammer." He attempted to retort with an encephalo-ray from his mouth only to miss. A repulsor blast sent him sliding back towards the nearest wall and left his chassis steaming.

"Well, if you don't mind, we'll keep trying!" Iron Man retorted, unloading his unibeam into the mechanical menace as Miss Marvel joined in with photon beams. Thor added his own lightning to the mix… but Ultron remained untouched.

Sprouting concussion cannons and energy casters, the android retaliated with a volley of withering fire. Avengers attacked, fell, rose to try again, a cycle of perpetuating violence filling the lab as Ultron held his own against the team.

As it did, Connor laid both hands on the transference machine, his mind connecting to its complex web of data as its function was laid bare to him. His mind intertwined with the computation processors and data drivers as he sought out one singular flow…


"Jan? Janet? Janet, wake up!"

The familiar voice jolted Wasp awake with a gasp and the heroine promptly regained consciousness. Panicking slightly, her last memory being that of getting hooked up to Ultron's transference engine, Janet looked this way and that only to find herself in a void of infinite white. "W-Where am I? I-I feel my soul slipping away…" She wondered aloud, swallowing nervously. The voice that called out to her suddenly struck something within her memories. She knew who it belonged to. "C-Connor? Connor, where are you?" She called out.

"Jan!" She whirled, finding him standing behind her, still clad in the same civilian clothes Ultron had captured him in. At least he was familiar… and tangible.

"P-Part of me is… g-gone! Drained into… circuits and cybernetics… I-I can feel Ultron's Jocasta body, just a vessel of steel but… b-but being filled with life, poured like a liquid!" She fearfully described to him. "I-It's so cold… what is this?"

"Believe it or not, this is your mind. Sort of." Connor answered, helping her to her feet.

"Th-This is my mind?" She repeated, looking around in a bewildered state. "I-I always thought it'd be more… you know… colorful."

"Blame Ultron. His device is converting your consciousness into programmed data that he can upload into that Jocasta unit." The technopath explained. "I managed to interrupt the process, but we need to get your mind back into your body." Janet loosed a frightened whimper.

"But… how?" She asked. "Connor, c-can that even be done?" The man looked up and around, as if thinking and searching for a means of affirmation.

"There… might be a way. Never tried it, but it's probably our only way forward." He stated at length.

"O-Okay. Well, one is better than nothing, right?" Janet mused with a nervous chuckle. "Um… what is it?" Connor's gaze met hers and held it intensely.

"My mind is a bridge between technology and biology, I'm basically half neurons and half data. We can use my mind as a conduit to basically pull a u-turn and divert your consciousness back into your body." He described to her. "Might be a little risky, but because I'm tapped into the transference engine it's our best bet. Ultron has everything else programmed to be a one-way street." The plan was… a lot for Wasp to take in. She genuinely had no idea what to think about it. Despite her uncertainty, it seemed to be the only way out…

"Will you… Will your mind be able to handle that kind of thing?" She asked.

"It'll be a bit of a strain but I should be able to manage." He answered, not exactly bolstering her hopes. "What's important is getting you back to normal and putting an end to Ultron." He laid both hands on her shoulders, still holding her gaze. "Do you trust me?" He asked. Biting her lower lip, Janet nodded slowly.

"I do." With that, he stepped back. In the blink of an eye, Janet suddenly found herself seemingly looking at Connor through a window… or a mirror. She stepped forward, intrigued and confused, reaching out a single hand to try and touch him. Instead, she found her gloved hand passing through the mirror-like substance, Connor's visage rippling like water. Surprised, Janet withdrew her hand to find the shiny reflective material clinging to her hand… and spreading quickly. Panicking, she tried to wipe it off with her other hand only to spread the fluid even further. She looked up with wide-frightened eyes. "C-Connor?!" She yelped.

"Don't be afraid, Janet. It might seem scary but it's under control. I've got you. I won't let you go." The technopath promised. Any future responses died on her tongue as Janet grew hyperfocused on the fluid spreading across her body. It consumed every inch, turning yellow and black a silvery shade. As it grew and covered her face, she loosed a gurgling shriek before she was completely enshrouded, the last thing she could see being Connor's promising expression.

Loosing a gasp, Janet came to again, suddenly finding herself free of the goo and her scenery having shifted. Flashing black and blue pulsed all around her, framing her new surroundings in an ethereal light. She couldn't figure out where she was, determining only that she was floating in place and Connor was nowhere to be seen. "Connor?" She called out, hopefully he'd respond.

Then, the lights began to glow brighter, turning white as Janet was suddenly exposed to a reaction from within. Images materialized for her to view. She narrowed her gaze, picking out several figures. It suddenly became clear, a little boy sitting on the floor with trembling hands, surrounded by his mother and father while his brother looked on from a distant doorway. At first, Janet didn't know what to make of this, but when she looked closer… she recognized Connor as they boy with trembling hands. 'This… This is his childhood. His family. The day his mutant powers activated.' She realized. Unlike many of the stories she read, his parents were looking on with comfort and assurance, trying to be there for their firstborn. His bearded father and fair-skinned mother held him between them, comforting their troubled son, while Matthias watched from afar.

The scene changed in a flash of white. The two brothers were older now. Teenagers. Both sat in a hospital room, looking on with despair as a doctor spoke quietly. Janet didn't hear him, only Connor and Matthias were audible. "D-Dad's dead… a-and Mom's dying?" The younger Peterson sobbed, tears staining his face. "W-What're we gonna do? H-How… W-We…"

"Matt… Matt, look at me." Connor urged, his face pale and his eyes filled with trembling sorrow. "We're gonna be okay. I'm gonna get my degree and get a job to keep us afloat, okay?" He promised. "We still have each other."

"B-But… B-But why? A-A car accident… why…?" Matthias whimpered as Connor hugged him.

"I know, bro… I know." He whispered, tears spilling down his face.

The scene changed as Janet felt a lump in her throat, watching as the two suited brothers stood forlorn before two fresh graves. The tombstones read; Sullivan Peterson, beloved husband and father and Cynthia Peterson, beloved wife and mother.

'He never talked about his parents…' Janet realized, fighting back her own tears.

The scenes flickered rapidly after that, and she watched as Connor clawed through college and fought his way to be recognized in his field, keeping job after job in order to finish Matthias' schooling. Life was not easy for him, presenting one challenge after another. If Connor wanted something he had to work hard and earn it. Nothing ever came easy to him. Now he was working for Justin Hammer, part of a team responsible for constructing the company's magnum opus.

"I have control over the plasma rod. Moving it into position." He stated, stepping towards the large generator already brimming with electrical energy. Adding his other hand to the mix, Connor tilted and adjusted the rod with simple movements from a distance. The tube flipped end over end, pausing in a horizontal position, primed to be placed within the generator. "Preparing for insertion." Connor announced. "Ready in three... two... one..." He lowered it slowly, purple and blue slowly fusing together as the others looked on.

"Power levels are spiking." Derrick cautioned. "Sixty percent… one-hundred percent… one-forty percent…!"

"It's okay, this is supposed to happen." Connor replied, his hands steely stiff as he guided the tube into the generator.

"Readings this high?" Shauna exclaimed.

"If they go any higher we'll suffer a catastrophic meltdown!" Derrick added.

"It's okay, just let it ride. It's adjusting-" Connor tried to explain.

"Pull it out, Peterson. Do it now!" Mark ordered.

"We can't! It'll disrupt the fusion process!" Connor protested.

"Boss?" Haley wondered, looking to Roland. The team lead exhaled heavily and ran a hand through his hair.

"Better to err on the side of caution." He mused. "Pull it out, Connor. Let's play it safe." Loosing a disappointed sigh, Connor relented.

"Alright… retrieving the plasma rod." He said aloud, slowly sliding the tube back out of the generator. Suddenly alarms began to blare.

"We're overloading!" Derrick cried out. "Three-hundred percent overcharge! We're not stress-tested for this!"

"Connor! Stop-" Roland cried out, only to be drowned out by a defeaning boom as the overloading electro-fusion energy detonated and rolled over the team in a bright blue shockwave. Time seemed to slow with Connor at the forefront, propelled backwards as arcing energy bolts lanced across his outstretched arms. His skin bubbled, seemingly boiling as his magnetic harnesses began to sink into his liquified flesh, metal and muscle fusing together in an unnatural display. Bolts of energy traced up his limbs, etching geometric cyberwire markings into his arms… Janet watched it all in awe, realizing she was bearing witness to his origin.

Everything went black after that, broken only by a muffled feminine voice, one vaguely familiar.

"Over here! I found one!" Blurry vision gave way to bright pale features framed by brown and yellow. "Hey… stay with me…" Wasp recognized herself and remembered the moment well. "It's okay… just breathe… you're okay now. The Avengers are here to help." She promised him. Connor coughed, spluttering as his gaze remained fixed on her. The observing Janet suddenly felt a new emotion. Connor's emotion. Awe, wonder, amazement, happiness… an alleviation from his hard-fought life.

"Thank you…" he whispered hoarsely.

From there it was a flurry of scenes encapsulating Connor's career with the Avengers, the good and the bad, with Janet at the forefront. Watching raptly, Janet realized every single one of Connor's memories of her brought with it happy emotions. Feelings of joy, of delight, of pleasure and contentment. But rooted beneath the surface were far stronger feelings. Affection, praise, even desire, all of it welling up within Connor every time he looked upon her. Unspoken, unanswered, unrequited, they fostered across his entire tenure with the Avengers since the day the two had first met. But Janet discovered they ran much deeper than a surface-level attraction. Her bubbliness, her heroism, her bravery and skillfulness all wrought one single emotion from Connor…

Love.

It fueled his every response. He was friendly to her because he loved her. He helped her because he loved her. He stayed silent because he loved her. It was a deep, respectful love, a respect for her being and who she was. She was the one person, the one thing, he wanted in his life yet no amount of dutiful diligence could make it happen. In that she discovered, even if it meant his suffering, Connor's every action was still guided by a pure love.

So enraptured by the realization, even as everything began to turn white, Janet realized that Connor truly loved her…


"…Jan…? Jan?" His voice was soft and clearer. The sense-inhibiting helm of the transference engine was removed and Janet blinked her eyes open to see Connor's battered face before her. Blood was dripping from both nostrils, evidence of his taxing ordeal. Further in the lab, the Avengers battled Ultron with everything they could muster, repulsor rays, photon bolts, lightning and explosions erupting everywhere. But the cacophony of battle around them remained dulled as Janet stared deeply into Connor's eyes. She looked upon her friend with a newness… now that she knew he loved her with all his heart. "Jan? Are you okay?" He asked.

What a loaded question.

"I-I…" her throat felt dry and her tongue thick. She swallowed, trying to get some movement back into her limbs. "I think so." She answered quietly. All she wanted to do now was stare into those big chocolate eyes.

"Anything feel numb?" Connor pressed. Realizing there was a reality to get back to, the heroine tore her gaze away from his with the knowledge there was still more to be done tonight. In response, Janet shrank down and took flight, buzzing in a small loop as she checked her bodily responses. Shooting a scornful look at the Jocasta body, she reached a conclusion.

"I want my fist to be numb after I clean Ultron's clock with it." She remarked with characteristic gusto. Connor snickered, smiling as he wiped blood from his nose.

"Let's go do that."

Ultron had the Avengers in his hand, battering them left and right as multiple lay groaning in pain on the floor. Iron Man attempted to attack only for Ultron to grab his chest and threaten to crush his ARC reactor, hoisting him off his feet as electricity crackled wildly. "You are nothing to me. One by one, I will destroy you." He threatened. "I will never tire. I will never show mercy. I will never stop until each and every one of you are dea-" Suddenly cut short, his vocoder straining, Ultron lurched and dropped Iron Man as Vision's hand phased through his chest.

"No. I will not allow this." The synthezoid stated in defiance. Ultron's head immediately whipped around and he unloaded an encephalo-ray that tore through Vision's face.

"I see now that you, my first creation, are a failure." The android seethed, spinning around to confront the prone Vision. "Failure will not be tolerated."

"I did not fail." Vision protested in a scratchy voice. "I succeeded in granting the Avengers a moment to recover."

"Unacceptable." Ultron growled.

"Turn, Ultron! And face us!" Connor shouted and the android did. He stood tall, despie his lack of a costume, refusing to back down as Ultron fixed his gaze wholly on him. He was free and his powers flexing, a problem to be sure.

"Connor Peterson. You are a fool to face me alone." He retorted.

"He's not alone, you monster!" Janet shouted.

"Not by a longshot!" Iron Man added, helped to his feet as the rest of the Avengers rallied for another battle.

"The harbinger of a storm of vengeance comes for you, machine!" Thor thundered, holding Mjolnir aloft. Ultron immediately responded with a wide-spread blast of his encephalo-ray and conscussion emitters. The Avengers who did not move quick enough were laid low and it became obvious that the android was singling out Connor.

"Yours shall be a cruel, lingering death." Ultron threatened. "To face me in this state is to accept your elimination." Connor craned his head from side to side, popping tendons.

"You're right. It wouldn't be all that logical to confront you one-on-one, seeing as you've dispatched the rest of my team with ease and I'm missing some gear." The technopath agreed. "But I'd also say you're overestimating yourself, Ultron. I've caught you with your fly undone." The android responded with confusion.

"Illogical. I have no weaknesses for you to exploit." He intoned.

"Oh, but that's where you're wrong." Connor retorted. "That Adamantium you've made your body out of…" snapping out one hand, he revealed the indisputable fact as Ultron's body responded to his magnets, freezing rigidly in the air, "is naturally magnetic!" With a sharp gesture from his arms, Connor tore Ultron's head from his body, tearing out a healthy chunk of endoskeleton along with it. The body, ripped open like tinfoil, sprayed mechfluid wildly and crumpled in a heap while Ultron's head hung in the air, his vertical support brace and about a million popping wires and sizzling circuits dangled from the remains of his neck. Crushing his head beyond recognition with powerful magnetic forces, Connor dumped Ultron's remains to the ground as the red glow in his eyes faded to black. "Fatality." He mused.

"Nice trick." Hawkeye complimented.

"It was… pretty satisfying." Connor confessed. As Ultron's body fell to its knees, it began to writhe and pulse, like a human suffering a siezure.

"What's his body doing?" Wasp asked aloud.

"Oh nuts. Ultron's power core," Tony groaned within his suit, "it's going to-" The thunderous explosion promised came shortly after. Only Iron Man's hastily-raised repulsor field managed to keep the Avengers safe and alive. Subsequent explosions began to tear through the lab, fire and smoke swiftly filling the room as machinery collapsed and crumpled… and Jocasta was lost from view.

"Come on, Cap! We have to move!" Iron Man urged as Miss Marvel took flight with Hawkeye in her arms and Thor with Connor.

"I'm going after Vision." Steve responded.

"What? That thing just tried to kill us all!" Janet cried. "It's just a machine, let it burn!" But Captain America ignored her and dove headlong into the flames.

"Cap? Cap!" Iron Man called after him to no avail. Debris fell from above, some clocking Wasp upside the head and knocking her out. Tony snatched her out of the air and rocketed towards the crumbling roof. A repulsor blast blew open his exit as the Avengers gathered outside the abandoned factory Ultron had converted for his own purposes.

"Where's Cap?" A worried Hawkeye demanded. None of them could answer…

Until, that is, Captain America strode out of the flaming entrance with Vision in his arms.

The synthezoid was certainly looking worse for wear, beaten up and damaged by the fire. Cap set him down as the Avengers gathered around. "Vision… you saved all of us. Why? Why'd you do it?" Steve queried.

"Ultron created me to be perfect," Vision responded as his head twitched, "he thought that meant less human. To be cold and unfeeling. I wish to be perfect, but I believe that means to be more human."

His answer touched them all, Wasp regretting her choice to abandon him. Now, in this moment, they all could indeed see a man on the ground instead of a machine. Vision's servo-mottors whirred in a stuttering fashion before his head fell limp. Connor knelt down to investigate, placing a bare hand against his forehead.

"He's powered down. Too much damage. He couldn't sustain himself." He revealed.

"Can he… be repaired?" Carol wondered. Connor looked up at Tony, the two sharing an unspoken conversation.

"Probably." He answered. "The sooner we get him back to the Mansion's lab the better." He determined. With Cap's help, the two hoisted Vision up and prepared to carry him back. "Welcome to the team." Connor murmured.


Some time later…

Returning to the Mansion, most of the Avengers retired to their rooms for the night, thoroughly winded after the long and drawn-out confrontation with Ultron. Of them all, Tony stayed awake just long enough to help get Vision situated in the sublevel lab and hooked up to enough devices to begin the sequence of repairs. Once he went to bed, only Connor was left awake.

The technopath puttered around Vision's body, making adjustments to machinery with his mind as the technopath felt out the true extent of the synthezoid's damage as well as the state of his programming. He cast his revelations and discoveries to a distant computer, ensuring everything was recorded for further use. The Avengers had a new friend, a bit of a high maintenance one, and Connor was determined to make sure Vision pulled through. After helping them defeat Ultron it was the least he could do.

It was in this pensive state that Janet found him, the winsome heroine padding softly into the lab after an extensive flight around the Mansion grounds. Thanks to her physical fitness, healthy diet and some slight cellular-additions from the Pym Particles in her veins, the burn on her shoulder had healed very quickly in her shrunken state, leaving no trace of its existence apart from the torn shoulder of her costume. She approached Connor and Vision, her mind heavy. The memories of what she'd felt and witnessed while passing through Connor's head had not abated. If anything, they'd grown stronger the longer she'd dwelt on them.

"How is he doing?" She asked. Connor looked up.

"The damage is all physical. His programming is just fine." He answered. "Once we patch him up he should go right back to being Vision. Just one that's probably not under Ultron's control."

"Good." Janet exhaled and nodded, pleased to hear that as she sat opposite him. "I wonder what sparked the change in him? Why he went from loyal lackey to independence." Connor chuckled, already understanding the process and the reason.

"It's funny. It was Ultron's idea and his own downfall." He mused aloud. Janet looked to him, curious. "Well… let me put it this way," he began, leaning forward, "you know how a walnut has a shell and then the nut inside?" He described. The terms and imagery were simple enough that Janet could catch on with ease and she nodded. "It's kinda the same way with Vision. The shell, that's the programming Ultron instilled. The nut, the core, that's what Vision truly is and that's what he's coming into. He shattered Ultron's shell programming and is now expanding beyond it."

"Growing into a walnut tree?" Janet wondered in a teasing tone. Connor cracked a smile.

"Sure. A walnut tree." He agreed in a friendly manner. "Ultron thought he was creating the perfect machine, but he never counted on the possibility his artificial intelligence programming would evolve the way it did; to want to break free of the confines of machinery and experience humanity."

"It's so… surreal." Janet mused. "A machine… a robot wanting to be more like us."

"Talk about backwards logic." Connor concurred.

"Illogical." Janet mimed in her own take on Ultron's voice and the two laughed. "Do you think Ultron was becoming human too?"

"I think he doesn't understand the depth of the brain-pattern science that made him." Connor replied. "Vision saw the humanity within him and embraced it. Ultron saw the humanity within him and hates it. But no matter how much he denies or differs, it's still a part of him and he'll act accordingly." Janet looked to him, gazing fondly as Connor spoke simply and concisely. Hank would've bored her to tears by now, carrying on with paragraph-long words and sciences she didn't get. Connor made it easy, made it plain to understand.

"Denial is right. That whole Jocasta thing? Really creepy." She added. "Can you believe Ultron wanted to turn me into his robo-girlfriend?" She wondered with a snicker. Connor paused, thinking that over. It had been a scary-close call. But the fact of the matter remained and so did the reasoning behind it.

"I…" He picked over his words, settling on what he believed would be praise and flattery."Actually, I can." Janet looked up, surprised.

"You… can?" She trailed off, arching a brow in confusion.

"Well, yeah," Connor continued. "you're strong, determined, steadfast, smart, attractive… whatever guy you're with, you'd light up his life. I suppose robots aren't immune to that charm either." The way he described her, with such high praise, flooded Janet with warmth. Her cheeks grew dark, her intimate knowledge of his true feelings for her coupling his praise with the fact he loved her. And it made her feel things… some things she had never felt and some that she hadn't felt in a very long time.

Her original purpose for coming down her emerged anew and she cleared her throat to make sure she could speak clearly.

"If… If Vision's okay for the night… can we talk?" She asked, meeting his gaze. Apprehension flashed across his deep brown hues but he did not voice or show it.

"Um, yeah… sure." He answered hesitantly. "Just let me… make sure everything's set." Janet nodded, rising from her seat and leaving the lab behind. Connor followed her retreating form, a gnawing sense of terror forming in his gut. He immediately blamed his choice of words to describe her and pushed himself for going to far. Surely that's what this was about. He wasn't exactly sure but his heart was racing with fearful anticipation. He hated that feeling, the constant pounding against his chest that made him feel short of breath. Helpless. "I think I might just envy you, Viz." He whispered, tapping the synthezoid's dormant head. "To not feel as acutely as I do…"

Priming the lab for a night-long subroutine, Connor closed things down and took his leave, following after Janet. He trailed her up out of the lab and towards the private quarters where he found the costumed brunette awaiting him. Evidently she wanted this to be a private talk beyond the reach of any ears. "Yours or mine?" He asked quietly.

"Yours." She answered after a moment. Connor led the way opening the door to let her in. He hadn't much in his room, not owning a lot to begin with when he first became an Avenger, so his room was relatively spartan apart from the basics. Janet took a seat on his bed as Connor closed the door behind him.

"So…" He trailed off, not knowing what to say to her as he sat next to Janet. Being in her presence was normally a welcome experience. But now he was dreading whatever she had to say. Exhaling loudly, as if uncertain herself, Janet made to spill her guts to him.

"I never did thank you, for getting me out of that device-thingy." She began. Connor shrugged.

"Anytime." Janet knew he meant more than that. Anytime she was in danger, anytime she needed something, anytime she merely wanted to not be alone, he would be there.

"It was a big risk you took." She continued. "But you took it. For me." Now he stayed silent and Janet knew they were entering uncharted territory. "Connor… when you let me pass through your head, I… I saw things." She admitted. "While you were reversing Ultron's process, I… I-I saw your memories. I saw the day your powers manifested. I saw the day your parents died. I saw how you helped to keep you and your brother going. And I… I saw the day the explosion at Hammer did this to you…" A few gloved fingers trailed across the metal portions of his hand, sending electric tingles shooting up and down his nerves.

"Y-You did?" He gulped, eyes looking to her. If his heart wasn't pounding before it sure was now.

"And I… I didn't mean to pry, but I saw it all. Even our… our interactions together. The things we've done since you became an Avenger." Janet said. "A-A lot of it makes sense now. I guess." Reaching a hand up she brushed some hair behind her ear. "I… I-I know how you feel about me now."

"You do?!" He whimpered, eyes shooting wide open. Now he was terrified, on the edge of his seat. His closely guarded feelings were no longer closely guarded and he could feel anxiety sweeping like a balloon. The sudden flurry of emotions sparked a sudden jolt in his technopathic powers, a kind of telepathic jolt that reached out to all technology in his immediate radius.

A consequence was that his phone came to life and began playing music at random from his personal playlist. The first choice? An old Survivor song… and he knew it well.

Janet looked up as he swallowed nervously. "J-Jan, I-"

"Connor." She stopped him and he started to sweat. Not even the soft guitar strumming could cure his worries. "I… I just want to know… was it all real?" She asked. Connor blinked, not expecting that question. "All I've felt for this past year is a facade. Someone claiming to love me only to find out they never really cared." Janet confessed. Connor stayed silent as Jimi Jamison began to sing.

"There's a story in my eyes… Turn the pages of desiiiiiire…"

"Please, Connor. Just tell me if it was real or not." Janet begged him. "I've been so careful, so worried. I don't want to be hurt again." Her hand settled a little more heavily against his, as if seeking some sort of foundation to find purchase on during her emotional tumult.

"Now it's time to trade those dreams… For the rush of passion's fire. I can feel you tremble when we touch… And I feel the hand of fate… Reaching out to both of us… I've been holding back the night."

Suddenly it all came together for Connor. Her reactions, her words, her actions… she was protecting herself. Scared to love again. She'd been avoiding it, dodging it, out of a plain and simple need to spare herself a repeat of the pain. "Jan…"

"Please, Connor," her blue eyes were so big, pleading in a way. She wanted to know, "if it's true, then please, say it." She urged, quiet and expectant.

"I've been searching for a cluuuuuuue from yoooooooou… I'm gonna try with all my might… To make this storyline come true…"

"Please tell me." She wanted something more, something other than the dead end Hank had become. If everything Carol and Sue and Jane had said was true then she wanted it to be a fact. She wanted to move on to something better, to someone who could give her that better. His hand shifted under hers, allowing them to fit together more naturally.

"Can ya feel me tremble when we touch? Can ya feel the hand of fate… reaching out to both of us? This love affair can't wait. I can't hold back, I'm on the edge! Your voice explodes inside my heeeeeead… I can't hold back, I won't back down. Girl it's too late to turn back now."

Connor swallowed nervously, leaning forward a little. Now he had to conquer himself. For so long he'd merely been an observer, unwilling to commit in the name of Janet herself. He didn't want to intrude or press or be a bother. Now she was cutting through all of that, wanting the truth and only the truth.

It was time to be honest. Both with her and himself.

"It's true." He confessed. The music quieted. "Another shooting star goes by… And in the night the silence speaks to you and I…" Meeting her gaze and refusing to tear away. No matter what it could cost him. Janet's lip trembled, her hand unconsciously tightening around his. Swallowing the last of his fears, Connor plucked up his courage.

"I love you, Jan."

His words hung in the air. Janet stared deep into his eyes, seeing every ounce of genuine passion and commitment behind them. He loved her. It was true.

And it made her want more.

The music ramped up just in time for her to lunge forward, wrap her arms around his neck, and pull Connor into an energetic kiss. "And now the time has come at last… Don't let the moment run too fast!" Wide-eyed and shocked beyond words, Connor was not complaining as he reciprocated. "I can feel you tremble when we touch… And I feel the hand of fate reaching out to both of us… There's a story in my eyes…"

Janet pushed him to the bed, laying atop Connor as his arms circled her back and their embrace lingered, lips eagerly seeking the warming touch of one another, so desperate for an intimate contact long denied. "Turn the pages of desiiiiiire… Now it's time to trade those dreams… for the rush of passion's fire!" She broke off first, the sudden rush trumped by a sudden need to breathe. Blues eyes met brown and silent cognizance of their actions passed between them. Now was the moment of decision. Had they gone too far? Or not far enough?

"I can't hold back, I'm on the edge! Your voice explodes inside my heeeeeeead… I can't hold back, I won't back down… Girl it's too late to turn back now!"

"Connor…" she whispered breathily, "I-" He silenced her by chasing her lips, initiating another kiss she all too readily returned. The song continued, drawing to a close as the newfound lovers delved deeper into their long-dormant passions, the fires of love ignited to a roaring blaze to last the night. "I can see you tremble when we touch, ooh, and I feel the hand of fate… reaching out to both of us…

"This love affair can't waaaaait!"


Author's Note: Special thanks to Frankenbeanz for giving me this idea. If not for him, y'all would've been waiting a long time for these two to get together!