Volume II: The Age of Ultron Part II

Note: This will be the twenty-fifth and final chapter of Volume II and the second part of the two part story. The Avengers are teamed up to stop the rogue A.I. Ultron and his conquest over the entire Earth. Ultron is attempting to put itself into a more powerful body, but the Avengers will thwart his attempts. The fate of the Earth will be determined in this chapter as one of the Avengers makes the ultimate sacrifice to save the world.

Ultron stood victorious after trapped Spider-Man under the debris as his drones took possession of the cradle with the Android body sleeping inside, Ultron walked over to see the new body that is more powerful than any other.

"SOON, I SHALL BECOME YOU, BUT FIRST I MUST MAKE SOME IMPROVEMENTS." Ultron talks to the body.

Ultron walks over to the computer in the lab and hacks it to gain access to the entire Wakandan network, he looked up all the technology Wakanda has to offer and found the data on the android, even though the body itself is powerful, it's still incomplete.

"SEARCHING." Ultron told itself.

Ultron the. used the worldwide web to find new technology for his new body, he looked up every article it can find and found one, a scientist name Phineas Horton has created something revolutionary called the Solar Gem, a powerful device that can collect solar energy and converts it throughout anything it's linked to, the man him is based out of Berlin, Germany.

"INTERESTING, ALL FORCES, WITHDRAW FROM WAKANDA IMMEDIATELY!" Ultron relays orders to his forces.

Shuri is hiding nearby to watch as Ultron and his drone took possession of the cradle, but her biggest concern is Spider-Man who fought Ultron earlier.

(Outside)

The Avengers along with the Wakandan army are still fighting off the drone until the automatons received instructions from Ultron to withdraw from the city effective immediately. The drones are flying away from the city as Ultron is on one of the aircraft that is flying away from the palace at high speed with his precious cargo.

"The drones, they're leaving." Captain America told everyone.

"My sister, Shuri! Are you there?! Please respond!" Black Panther is very worried.

"Brother." Shuri responded back.

"I'm glad you're alive." Black Panther felt relieved.

"I'm fine, but Spider-Man..." Shuri sounded worried.

"What happened to Spider-Man?" Black Panther is getting worried.

Captain America and Black Widow got very worried when Black Panther mentioned Spider-Man, think that he's in some kind of trouble.

"I think you all should get back to the palace immediately." Shuri told Black Panther.

"On our way." Black Panther told Shuri.

"What happened to Spider-Man?" Captain America asking Black Panther.

"I'm not sure, but it sounded serious." Black Panther told Captain America.

Captain America radios his teammates. "Avengers Assemble, head back to the palace immediately, Spider-Man may need our help."

Black Panther turns to his warriors. "I need an assessment on our losses, helped the wounded seek medical treatment immediately."

"Yes King T'Challa."

"Let's go." Black Panther told Captain America.

Black Panther and the Avengers are heading back to the palace to help out their comrade Spider-Man while the Wakandan warriors are going around helping the injured and picking up their dead brothers and sisters fallen from battle.

(Palace)

Shuri is awaiting in her lab near the debris where Spider-Man was last seen, Black Panther came to the lab and hugged his sister, the Avengers finally joined up together in the lab.

"So glad you're okay." Black Panther felt relieved.

"I'm fine, brother, really." Shuri told her brother.

"What happened to Spider-Man? Where is he?" Captain America asking about Spider-Man.

"He saved my life and told me to run, he stayed behind to fight Ultron, but I think he lost. He got toppled by the debris of the ceiling, I don't know what his status." Shuri informed the Avengers.

"J.A.R.V.I.S., scan the debris for life signs!" Iron Man orders J.A.R.V.I.S..

"Scanning... got a vital sign, he's still alive!" J.A.R.V.I.S. informs Iron Man.

"Guys, he's still alive!" Iron Man told the Avengers.

"Hulk, Thor, get him out of there!" Captain America told Hulk and Thor.

Hulk and Thor both worked together to move some of the debris off one by one, as they took one debris off, they've spotted an arm twitching, Hulk and Thor are shocked as they've took off some more debris as Spider-Man is found alive and breathing, Captain America and Black Widow went over to pull him out to safety.

"Son, are you alright?" Captain America asking Spider-Man.

Spider-Man is still breathing but still out cold from all the injuries Ultron inflicted upon him.

"He's still alive, just out cold." Black Widow told Captain America.

"Do you have a medbay?" Captain America asking Black Widow.

"Yes, I can take you there right now, follow me." Black Panther told the Avengers.

Captain America picked up Spider-Man and carried him unconscious in his arms as he follows Black Panther to the medbay where Spider-Man will receive medical attention.


It's nighttime in Berlin, Germany, at a company called Timely Industries, a scientist name Phineas Horton is working late as his assistant came by.

"Okay, I'm going to call it a night, Professor."

"Alright, see you tomorrow." Phineas Horton told his assistant.

"Goodnight."

The assistant left the lab as Phineas Horton is staying up all night working on his prized invention, the Solar Gem, a powerful device. A sound was made outside his laboratory door that broke his focus.

"What happened? Forgot something? Hello?" Phineas Horton says to whoever's outside.

There has been no response as Phineas Horton is getting worried, he stopped and got up to check out the disturbance.

"Hello?! Anyone there?!" Phineas Horton asking again.

Phineas Horton approached the door but it got bursted down hard as he fell back on the ground, he sees a giant robot making its entrance, Ultron looked down to find the professor he's been looking for.

"What in god's name?!" Phineas Horton is scared by Ultron's appearance.

"PROFESSOR PHINEAS HORTON?" Ultron asking Phineas Horton.

"Yes... that's me." Phineas Horton replied to Ultron.

"PERFECT, I NEED YOUR HELP." Ultron told Phineas Horton.

"Help? With what?" Phineas Horton is confused.

Ultron turns as about four drones enters the lab escorting the cradle stolen from Wakanda, Phineas Horton got up and walked to check what's inside it, an actual android body.

"Whoa! Is this an android?" Phineas Horton is surprised.

"CORRECT, AND I WANT YOU TO LINK YOUR TECHNOLOGY, THE SOLAR GEM TO THE ANDROID TO MAKE IT MORE POWERFUL." Ultron told Phineas Horton.

"You can't be serious?! The Solar Gem isn't yet stable and I have no idea how to combine it with an android! I can't do it!" Phineas Horton told Ultron.

A couple of Ultron's drones came up to Phineas Horton and have their lasers charged and aiming at the professor, he got very frightened.

"YES, YOU CAN, IF NOT THEN YOU ARE OF NO FURTHER USE TO ME, AND I'LL SIMPLY FIND ANOTHER WHO CAN COMPLETE THE JOB. CARE TO RECONSIDER, PROFESSOR?" Ultron threatens Phineas Horton's life.

"Okay, but it's going to take time to complete the gem before it can link to the android." Phineas Horton complies with Ultron's demands.

"PERFECT, SHALL WE GET TO WORK?" Ultron told Phineas Horton.

Professor Horton has no choice but to do as Ultron ask and finish his work on the Solar Gem, if not then he dies.


Back at Wakanda, Peter finally wakes up and finds himself laying on a bed all bandaged after his fight with Ultron, Shuri noticed Peter waking up and went to check up on him.

"Spider-Man, you're finally awake." Shuri greeted Peter.

"How long was I out?" Peter asking Shuri.

"Eight hours, you taken some serious injuries from you last fight, if it wasn't for your enhanced physiology then you would've been dead by now. Luckily your friends found you in time and took you here for medical assistance." Shuri explained to Peter.

"Where are they?" Peter asking Shuri.

"They're in the throne room with my brother." Shuri told Peter.

"Thanks." Peter gets off the bed.

"Hey, take it easy, you need some rest." Shuri advised Peter.

"I'll rest once we stop Ultron, besides I'm a fast healer, I'll be fine." Peter told Shuri.

Peter picked up Wakandan clothing and puts it on before he leaves the infirmary as Shuri follows after him.

(Throne Room)

The Avengers are gathered around in the throne room with Black Panther and the Dora Milaje speaking about recent events concerning Ultron. Peter enters the throne room and surprised his friends.

"Kid, you're awake." Iron Man told Peter.

"Shouldn't you be resting, son? You took some serious hits." Captain America told Peter.

"I'll be fine Cap. Anyone want to catch me up to speed?" Peter asking everyone.

"Ultron has succeeded in stealing some of the vibranium, and a number of Wakandan lives were lost." Black Panther told Peter.

"I'm sorry, T'Challa, I know how personal this is for you." Peter told Black Panther.

"Thank you." Black Panther told Peter.

"So does anyone know where my suit is?" Peter asking someone for his suit.

"I have it, I fixed it up while you were recuperating, follow me and I'll show you." Shuri told Peter.

Peter follows Shuri to fetch his suit.


The sun is rising in Berlin, Germany, Professor Phineas Horton has been working overnight to complete the Solar Gem while under the threat of Ultron. The professor is feeling tired out from working without sleep, he stops his work and rest his eyes, Ultron noticed it and had one of his drones aim a laser at the tired scientist who woke back up.

"WHY ARE YOU STOPPING?!" Ultron asking Phineas Horton.

"I've been working nonstop for hours, I'm not a machine, I need food and rest." Phineas Horton told Ultron.

"NO TIME FOR REST, BUT IF ITS FOOD YOU NEED, THEN I SHALL PROVIDE YOU SUSTENANCE NEEDED FOR YOUR BODY!" Ultron told Phineas Horton.

One of his drones walks out of the lab to find something for the professor to consume in order to keep him going, the professor is feeling treated like a slave by a machine, Ultron is willing to do anything to complete his mission, including enslaving humanity.


Back in Wakanda, Peter is in the lab dressed up as Spider-Man again, he checks himself out that his suit is fully fixed.

"Thanks for repairing my suit, Shuri." Spider-Man told Shuri.

"It's least I could do for you, you saved my life. Thank you, Spider-Man." Shuri told Spider-Man.

"No need, it's my job, I just wish we could've done better." Spider-Man told Shuri.

"You did your best, you all have, don't blame yourself for the lives you've failed to save." Shuri told Spider-Man.

"By the way, what did Ultron want here? I know that his drones stole the vibranium from the mines, but why attack here? What did he want?" Spider-Man is curious about something.

Shuri became shocked as she forgotten something due to her being worried about Spider-Man, she looked around her lab and find that the cradle is missing.

"Oh no! He took it!" Shuri is troubled.

"Took what?" Spider-Man is curious.

(Throne Room)

Spider-Man and Shuri have joined up with the Avengers and Black Panther to discuss a new complication concerning her missing tech.

"We have a bigger problem, Ultron has stolen the cradle." Shuri told everyone.

"The cradle with the android?" Black Panther is shocked.

"Yes, that cradle." Shuri told Black Panther.

"What Android? Can anyone care to explain what's going on?" Iron Man is clueless.

"Go ahead, Shuri." Black Panther lets his sister Shuri explain.

Shuri sighed. "Very well, I've developed a synthetic android body made out of vibranium, more advanced than any known to civilization, Ultron stole it from me."

"And you're just tell us this now?!" Iron Man told with a tone.

"Mind your tongue, Stark!" Black Panther demanded Iron Man.

"Excuse me, your highness." Iron Man told in a polite tone.

"Anyway, the android is capable of many things, with the right work, it could become a force for good, but in the wrong hands, it's can become very dangerous to everyone. Now my life's work is in the hands of that psycho robot, if Ultron manages to upload itself into the android body, he'll be more powerful enough to destroy the Avengers." Shuri explained about the android.

"Don't worry, Shuri, we'll get it back." Black Panther told his sister.

"We? With all due respect, your highness, this is Avengers business." Iron Man told Black Panther.

"Wrong Stark, this is Wakandan business now, your machine has stole from us, split Wakandan blood on our soil. We'll be taking over from here." Back Panther told Iron Man.

"Guys, please!" Spider-Man trying to reason during this tension building up.

"Ultron is our responsibility, we're the ones who created him, so this is all our business!" Ant-Man told Black Panther.

"None of this would be happening if you didn't create this monstrosity in the first place! What happened here is on you both!" Black Panther told Iron Man and Ant-Man.

"At least we were trying to build something to protect the whole world, unlike you." Iron Man told Black Panther.

"What's that's supposed to mean?!" Black Panther told Iron Man.

"Where were you when the world almost ended last year?! You had all this advanced knowledge and technology that could've save lives, and yet while you all lived hidden in your golden city, the rest of the world was suffering!" Iron Man told Black Panther.

"We had to keep the vibranium away from those who would abuse it for world domination, like your creation just did!" Black Panther told Iron Man.

"Excuses, King T'Challa." Iron Man told Black Panther.

Black Panther pulled out his claws as Iron Man aims his repulsor at the king, Okoye and the Dora Milaje all have their spears ready to attack, the Avengers felt provoked as they're surrounded by so many Wakandans, Spider-Man couldn't believe this is happening, everyone is caught in a standstill awaiting for one another to make the first move.

"What are you waiting for, your highness?!" Iron Man aiming his repulsors.

"Aren't you going to do something with those, Stark?!" Black Panther has his claws ready.

Black Panther and Iron Man are awaiting to strike until a web line was fired in the middle between them as Spider-Man got their attention and broke off their escalation.

"Sorry about that, but I needed you all cease this hostility, Ultron is the bigger threat and you all want to fight each other?! He was right about one thing, we are destroying ourselves! So there's two things we can do, we can fight each other and Ultron wins, or we can put aside our differences and work together to stop him. So what's it going to be?!" Spider-Man telling everyone to stop this fighting.

Iron Man and Black Panther both listened to Spider-Man's words of wisdom, Iron Man powers down his repulsors and Black Panther retracted his claws, the Avengers and the Dora Milaje are all standing down.

"Good, now that we're all done trying to fight each other, might I suggest that we figure out a way to find Ultron and stopping him before it's too late. Like it or not, Ultron isn't just Wakanda's or the Avengers problem, he's the whole world's problem now." Spider-Man told everyone

"Okay then, Kid, looks like we're all in this together." Iron Man told Spider-Man.

"Agreed, let's find him." Black Panther told Spider-Man.

"I might have a clue, I was going through the computers and found out that Ultron used our network to access the worldwide web, he was looking up someone calling himself Phineas Horton." Shuri told everyone.

"Phineas Horton?!" Iron Man, Ant-Man, and Bruce Banner all said together.

"Who's Phineas Horton?!" Black Panther and Shuri both said together.

"Who's Phineas Horton? He's a world renowned scientist working for Timely Industries, he's the creator of the Solar Gem, a powerful device capable of harness or generating solar energy, puts my arc reactor to great shame." Iron Man explained about Phineas Horton and the Solar Gem.

"If Ultron manages to combine this technology to my design, then he'll even be more powerful." Shuri told everyone.

"Where is this guy now?" Spider-Man asking the geniuses.

"He's based out of Berlin, Germany, at the company headquarters, that's where will find him." Ant-Man told Spider-Man.

"And Ultron, if he's there already." Iron Man told the group.

"Then let's get going, suit up!" Captain America told the Avengers.

"If it's not too much trouble, allow me to join you on this mission." Black Panther asking Captain America.

"Sure, Stark?" Captain America asking Iron Man.

"I'm cool with that, the kid obviously trusts you enough, and that's good enough for me." Iron Man told Black Panther.

"We'll be honor to have you on our team, Black Panther." Spider-Man told Black Panther.

"Thank you, Spider-Man." Black Panther told Spider-Man.

(Outside)

All ten heroes are walking out of the palace towards the quinjet on the landing pad, they've all boarded as Captain Marvel takes the controls. The quinjet lifts off the pad and head out of the city and towards Berlin at high speed.


It's just before noon as Phineas Horton is still working on his project, he made some finishing touches to the Solar Gem as it generates solar energy and is highly stable.

"It's finished, the Solar Gem is finally stable." Phineas Horton told Ultron.

"EXCELLENT, NOW YOU BEGIN INSTALLING IT TO THE ANDROID'S HEAD." Ultron told Phineas Horton.

Phineas Horton then picks up the Solar Gem with his tools and carefully places it onto the Android's forehead. The Solar Gem has finally been placed as its energy is channeled throughout the Android body.

"It's done, the Gem is now part of the Android." Phineas Horton told Ultron.

"NOW FOR THE NEXT PHASE, UPLOADING MYSELF INTO THE BODY." Ultron told Phineas Horton.

Phineas Horton links the cable to back of Ultron's head and linking it to the cradle, Ultron then began his work in transferring himself into the new body, the computer screen displays the loading bar.

"THANK YOU, PROFESSOR, YOUR SERVICES ARE NO LONGER REQUIRED." Ultron told Phineas Horton.

"What?!" Phineas Horton is confused.

Ultron used his laser to kill off the professor right in front of him without hesitation now that Ultron has got what he wanted, his A.I. matrix is still being upload into the body.

"SOON, I SHALL BECOME ONE WITH YOU, MY VISION." Ultron calls his news body Vision.

(Quinjet)

The quinjet has finally arrived in Berlin, Germany and making its way towards Timely Industries, Iron Man uses J.A.R.V.I.S. To the satellites to scan the building and displays a hologram of the headquarters.

"How many drones are there?" Iron Man asking J.A.R.V.I.S.

"Approximately 50 drones, sir." J.A.R.V.I.S. informs Iron Man.

"And Ultron?" Iron Man is wondering.

"He's inside the building, along with the cradle, I'm reading a large energy source from body itself." J.A.R.V.I.S. informs Iron Man.

"The Solar Gem, he's finally done it. We don't have much time." Iron Man told the Avengers.

"Agreed, this is what we're going to do, Iron Man and Captain Marvel will create a diversion and draw as many drones away as possible, Thor and Hulk will be assisting as backup, the rest of us will sneak into the building and stopping Ultron from uploading itself into the new android is the top priority, understood?" Captain America told the team.

"We got it, Cap." Captain Marvel understood.

"Good luck, Captain Marvel." Spider-Man told Captain Marvel.

The ramp door opens as Captain Marvel and Iron are the first ones to fly out and headed towards Timely Industries as some of the drones spotted them heading their way, they've fly off and heading towards them.

"Looks like we got their attention!" Captain Marvel told Iron Man.

"Let's split up." Iron Man told Captain Marvel.

The drones all fired lasers at the two heroes separated and draws the drones away from the building, the quinjet found an opening and slips by and landed on the ground, the rest of the Avengers got off the quinjet.

"Thor, Hulk, now it's time." Captain America told Thor and Hulk.

Thor and Hulk left to the join the others in fighting off the drones with Captain Marvel and Iron Man.

"Let's head inside and find Ultron." Captain America told the rest of the Avengers.

The Avengers headed inside the building while Hulk and Thor joined up with their teammates in fighting off the drones, Thor smashed with Mjolnir, Hulk is smashing with his fists, Iron Man and Captain Marvel are in the air blasting the drones one by one.

(Inside)

Ultron is still uploading itself into the Android as his matrix is about 77 percent uploaded, the Avengers finally reached the lab and surprised Ultron who got itself up and pulled the cable off his head, the data transfer has stopped at only 87 percent of his consciousness inside, Spider-Man spotted a man nearby dead.

"My god." Spider-Man is stunned.

"SPIDER-MAN, YOU SURVIVED!" Ultron is surprised to see Spider-Man still alive.

"Surprised?" Spider-Man told Ultron.

"AVENGERS, YOUR ARRIVAL WAS UNANTICIPATED." Ultron told the Avengers.

"You stole from us, killed my people, did you really think that this act would go unpunished?!" Black Panther told Ultron.

"A NECESSARY SACRIFICE FOR WORLD PEACE." Ultron told Black Panther.

"You're insane, killing innocent people is necessary for world peace?!" Spider-Man told Ultron.

"HUMANITY CANNOT BE TRUSTED WITH ITS OWN FREEDOM, ONCE EVERYONE ACCEPTS MY NEW WORLD ORDER, THEN THERE WILL BE PEACE." Ultron told the Avengers.

"Peace through tyranny isn't peace at all, freedom is everyone's right. We won't let you enslave the whole world." Captain America told Ultron.

"I SHALL DO WHAT NEEDS TO BE DONE FOR THE GREATER GOOD, AND DESTROYING THE AVENGERS IS NECESSARY." Ultron told the Avengers.

"Enough talk, time to shut you down for good." Ant-Man told Ultron.

"YOU WILL TRY." Ultron told the Avengers.

The six Avengers are about to face off against Ultron, Black Panther and Captain America both made the first move as Ultron activated his shields and both heroes got pushed back upon impact, Spider-Man, Black Widow, and Wasp both unleashed their attacks upon Ultron who is still shielded by his barrier drawing his attention, Ultron unleashed a strong laser beam upon them as they've split up and dodged his attack. Ant-Man used his tech to enlarge him a bit and charged in to tackle Ultron hard, Ultron's shields are weakening from the impact, Black Panther then used his suit to unleash a blast of kinetic energy and Ultron's shields has broken down. Wasp is flying in closer in her small size and took Ultron by surprise as she used her bio sting blast to destroy one of his eyes. Ultron realizes that he's at a big disadvantage facing six Avengers in his current form.

"I'M NOT READY YET, TIME TO MAKE A TACTICAL RETREAT!" Ultron told himself.

Ultron blasted the ceiling with his laser mouth and flies away from the scene as the six Avengers managed to gain the upper hand on Ultron. They then turn to the cradle where the Android body is upgraded with the Solar Gem.

"Wow! This is pretty amazing!" Spider-Man told the group.

"Agreed, let's get the cradle out of here before Ultron comes back for it." Captain America told the group .

The six Avengers took back the cradle, Spider-Man walked up to the dead Phineas Horton.

"Sorry this happened to you, Professor, but I promise you that your science won't be used for evil." Spider-Man told Phineas Horton's corpse.

Spider-Man used his hand to shut Horton's eyelids closed and walks back to his teammates taking the cradle away.

(Outside)

The battle is still happening outside, Thor unleashed bolts of lightning upon the drone, Hulk grabs one and tossed it hard onto several other, Captain Marvel is being overwhelmed by five drones unleashing their lasers onto the hero, she is absorbing the energy thrown at her as she then unleashed it back and destroyed the drone. Iron Man then spotted Ultron flying away from the scene as Captain America is radioing him.

"Stark, Ultron is making his escape!" Captain America told Iron Man.

"Don't worry, Cap, I got this!" Iron Man told Captain America.

Iron Man splits off from his teammates and chases after Ultron in the air, the rogue robot is making his escape as he noticed Iron Man chasing after him in the air. Ultron uses his firepower to try to shake off Iron Man who is proven to be evasive in dodging them in the air.

"Can't get rid of me that easily, Ultron!" Iron Man told Ultron.

Iron Man opens up a rocket launcher and targets Ultron, the rocket was fired and heading towards Ultron.

"DEPLOY FLARES!" Ultron activates his flares.

Ultron unleashed some flares as the rocket hits one of them and blows up, Iron Man saw the explosion but no Ultron, he disappeared right off the scope.

"What the? Where did he go? He couldn't have disappeared!" Iron Man told himself.

Unknown to Iron Man, Ultron is still here, just cloaking himself. He came up behind and took Iron Man by surprise and holds onto him, Ultron decloaks himself.

"Right, Retro Reflection Panels, very clever!" Iron Man told Ultron.

"YOU HAVE SOMETHING I NEED, AND I SHALL TAKE IT BY FORCE!" Ultron told Iron Man.

Ultron hacks into Iron Man's armor system and is attacking J.A.R.V.I.S. directly, Tony Stark is having trouble fighting back.

"J.A.R.V.I.S.! What's happening?!" Tony asking J.A.R.V.I.S..

"Error... System... compromised..." J.A.R.V.I.S. is breaking apart.

Ultron still has a hold of Iron Man in the air, Captain Marvel is in the air heading towards them as she knows Iron Man is in trouble.

"Hang on, Tony, I'm coming!" Captain Marvel told Iron Man.

Captain Marvel came at Ultron and punched him hard off Iron Man as the hacking got interrupted, Ultron's body has taken too much damage and is barely keeping itself together.

"IT MAKES NO DIFFERENCE, I HAVE WHAT I NEED!" Ultron told the two Avengers.

Iron Man and Captain Marvel worked together as they've unleashed a blast of strong energy at Ultron and blew up his body in the air, what's left of Ultron is now falling down from the sky.

"Is it over?" Captain Marvel asking Iron Man.

"No, we haven't see the last of him yet. Let's get back to the others." Iron Man told Captain Marvel.

Iron Man and Captain Marvel flies back to their teammates. Back on the ground the rest of the Avengers finished off the remaining drones and took possession of the cradle, they've spotted Iron Man and Captain Marvel coming in for a landing.

"I see you all managed to finish the job on the ground." Iron Man told the Avengers.

"We certainly did, we got the cradle back." Spider-Man told Iron Man.

"Great, so what do we do with it?" Iron Man is curious.

"We take it back to Wakanda where Shuri will examine it and see what she can do about it." Black Panther told Iron Man.

"Let's get going, the last thing we want is for Ultron to get it back." Ant-Man told the group.

The Avengers loaded the cradle onto the quinjet and prepare for their trip back to Wakanda.


Somewhere else in the world, Ultron is uploading itself into a new indestructible body made entirely of vibranium, he then returned back and sees all his army together as he holds out his hand and shows a holographic display of what appears to be a key.

"THIS ISN'T OVER, AVENGERS, THE AGE OF ULTRON HAS JUST BEGUN!" Ultron holding the activation key.

Ultron now has the activation key he stolen from J.A.R.V.I.S. during his confrontation with Iron Man, now the Stark defense satellites are now in the palm of his hands, as well as the fate of the world.


Back at Wakanda, Shuri along with the Dora Mijale are awaiting the Avengers return, they've spotted the quinjet flying through the city and heading towards the palace, the quinjet lands on the pad. The ramp opens as the Avengers along with Shuri's brother Black Panther are carrying out the cradle that was stolen from Shuri by Ultron.

"Brother... you got it back." Shuri is surprised.

"Yes Shuri, but there's been some changes done to it." Black Panther told Shuri.

"What kind of changes?" Shuri is curious.

"That's why we brought to you, you better see for yourself." Black Panther told Shuri.

(Lab)

Later inside the lab, Shuri is examining the newly improved android body that Ultron stole and upgraded with the Solar Gem, she's also reading the data from the android's brain.

"I hate to admit, but Ultron improved my design." Shuri told everyone.

"What about Ultron? Is his matrix in there?" Ant-Man asking Shuri.

"Some, but not all of it. You all must've interrupted his upload and left it incomplete." Shuri told the group.

"Can you remove it?" Ant-Man is wondering.

"This android has a synthetic brain, I can't just erase it like a computer." Shuri told Ant-Man.

"So what do we do with it?" Spider-Man is curious.

"I might be able to override Ultron's matrix with that of another A.I.. I don't suppose that any of you have an A.I. to spare?" Shuri asking the think tanks.

"As a matter in fact." Iron Man has a suggestion.

Iron Man displays his personal A.I. J.A.R.V.I.S. to the group, everyone is shocked to see that J.A.R.V.I.S. has been disseminated but not entirely from the recent attack of Ultron.

"What happened to him?" Spider-Man is curious.

"Ultron happened, he attacked J.A.R.V.I.S. back in Berlin, but that's not the worst of it. Ultron was able to rip out the activation key to the defense satellites." Iron Man told the group,

"My god! Does this mean that?" Spider-Man is shocked.

"That Ultron now has control of the defense satellites built to protect the Earth. Then that's exactly what that means." Iron Man told everyone.

"So how do we stop him? Blowing him up obviously didn't work, he'll just jump through the internet and take over another body." Ant-Man told everyone.

"Unless... we go with Shuri's idea and upload what's left of J.A.R.V.I.S.'s matrix into this bad boy, lets use it against Ultron." Iron Man suggested to everyone.

"Are you sure that's wise? Don't forget that this body still has part of Ultron in his brain. We may end up creating something much worse than Ultron and it could end up killing us all." Ant-Man has some doubts.

"I know, but we have to try, we've gone up again Ultron and he always gotten the best of us, now I think it's time we get the best of him and that we've used this against him." Iron Man told Ant-Man.

"Son, what do you think?" Captain America asking Spider-Man.

"You're asking me?" Spider-Man is surprised.

"Yes, do you think we should give it a try?" Captain America asking Spider-Man.

Spider-Man sighed. "I don't know if I'm the best person to turn to on this subject. My experience with robots hasn't been the best. But Tony is right this time, we need to gain an edge over Ultron, and using this android might be our best chance to stop him."

"Then we're all in agreement." Iron Man told the group.

"Agreed, time to bring it to life." Shuri told the group.

The whole group decided to give life to the Android in the hopes that he would become a force for good and the best chance at stopping Ultron.


Back in New York City, everyone is going on with their lives until they looked up at the skies to see a number of drones flying in the air and through the city, everyone started to panic by their presence. Ultron now in his new indestructible body is flying towards Avengers Tower and lands on the roof, he then makes his way towards the communications array and access the terminal using the activation key he stole from J.A.R.V.I.S..

"Activation Key accepted, accessing defense satellites... what are your commands?"

"LINK ALL SATELLITES TO ME, SELECTING TARGET..." Ultron accessing the terminal.

Ultron is begin his work on his new world order now that the defense satellites are under his command, he's got the entire world in his grip.


Back at Wakanda, Shuri along with Hank Pym and Tony Stark are working on uploading J.A.R.V.I.S.'s matrix into the android's brain, everyone is still having some doubts whether this will work or not. J.A.R.V.I.S.'s matrix has merged with Ultron's as the upload is complete.

"It's finished, J.A.R.V.I.S. is now part of the android. And now the moment we've all been waiting for, time to give it life. Shuri, care to do the honors?" Tony asking Shuri.

Shuri steps up to the cradle to access the panel to give birth to the Android, all she has to do is press the button and the Android comes online, she's about to press it until Spider-Man speaks up.

"Wait!" Spider-Man told Shuri.

Shuri hesitated by Spider-Man's words as she pulls back her hand.

"What's wrong, kid?" Tony asking Spider-Man.

"Let me add something into the Android's programming, something that might help put it on the side of good." Spider-Man has a suggestion.

Tony looked at Captain America who nodded his head with approval.

"Sure thing, kid. He's all yours." Tony told Spider-Man.

Shuri steps aside as Spider-Man took the panel and types in something to put into the Android's brain that might help prevent it from becoming like Ultron, Spider-Man has a motto that might help out, he stopped typing after he's finished.

"All done. Go ahead, Shuri." Spider-Man told Shuri.

"Actually, you should do the honors, Spider-Man." Shuri told Spider-Man.

"Me?" Spider-Man is surprised.

"You got that special sense of yours that alerts you of trouble, so it should be you." Shuri told Spider-Man.

Spider-Man still stands in front of the panel with the button to awaken the Android.

Spider-Man sighed. "Okay... let's hope this works."

Spider-Man slowly reach his hand out and pressed the button, the cradle is generating so much power inside, the cradle opens up and the Android is finally born as it stands up and looks around himself to see the Avengers and Wakandans here looking back at him, everyone is remaining vigilant as to whether or not he's a friend or a foe, Spider-Man didn't sense any danger from the Android, but he's curious as to who the android is.

"Who are you? J.A.R.V.I.S. or Ultron?" Spider-Man asking the android.

"I am both... and neither." The android spoke his first words.

"So who are you then?" Spider-Man asking again.

"My other half Ultron called me his vision, so that's what shall call myself... Vision." The android goes by the name Vision.

"Okay then, Vision, what is your purpose?" Spider-Man asking Vision.

"I have powers and the responsibility to use them to protect life the right way, with great power comes great responsibility." Vision told Spider-Man.

The Avengers are surprised to hear that quote from Vision, the exact same quote that Spider-Man uses as a hero.

"Those exact words, they're yours." Captain America is familiar with the motto.

"I've put them into his programming, I'd hoped that I would help him become a force for good." Spider-Man told Captain America.

"And you were right, Spider-Man. Unfortunately Ultron doesn't share that concept of responsibility, he plans to enslave the whole world all in the name of safety and security. Eventually he'll learn that humanity won't bow down so easily to his tyranny, he'll annihilated all of humanity and replace them with machines as the dominant force on the planet, so he must be destroyed." Vision told everyone.

The whole room went dark as all the screens and lights have turned off without warning, and not just the palace but the entire city as well, everyone in the lab got worried by the sudden blackout.

"What just happened?! Power failure?!" Hank Pym asking the Wakandans.

"No, I don't know what it is!" Shuri is confused.

The screens turned back on as static is showing on a live channel, the Avengers watched as the static is clearing up and Ultron made his appearance on the screen.

"PEOPLE OF THE WORLD, I AM ULTRON..." Ultron talking on a broadcast.

"He's back." Hank Pym is shocked.

(New York City)

The TVs at F.E.A.S.T. are showing Ultron broadcasting to the world, May and Mary Jane are watching as a robot is making a statement to the whole world.

"FOR TOO LONG, HUMANITY HAS BEEN DRIVING ITSELF TO ITS OWN DESTRUCTION..." Ultron speaking to the world.

(London)

The screens at London's Piccadilly Square are showing Ultron broadcasting on the screen, Gwen Stacy is there with her cousin Jill and they're both surprised by what is happening right now, Gwen can't do much since she's not a superhero anymore.

"YOU ALL WAGES WARS AND TOXIFY YOUR PLANET, BUT THAT'S ALL ABOUT TO CHANGE..." Ultron speaking to the world.

(Wakanda)

The Avengers are watching Ultron broadcasting to the entire world as they listened to his speech and learns of his endgame, Ultron displayed one of the defense satellites built by Tony Stark.

"ABOVE THE EARTH ARE DEFENSE SATELLITES BUILT TO PROTECT HUMANITY FROM FUTURE THREATS, NOW THEY SHALL BE USED TO FORCE HUMANITY TO SURRENDER THEIR FREEDOM AND SUMMIT TO THE RULE OF ULTRON! IF HUMANITY REFUSES MY RULE, THIS IS WHAT'S IN STORE FOR THOSE WHO RESIST! ALLOW ME TO DEMONSTRATE!" Ultron gave out his demands and threats.

The screens shows what appears to be a aircraft carrier group out in the Atlantic Ocean being spied down upon by one of the satellites, the Avengers don't like where this is going.

"What's he doing?" Captain America is stunned.

"Whatever it is, Cap, it's not good." Tony told Captain America.

"WHAT YOU'RE SEEING RIGHT NOW IS THE AIRCRAFT FLEET GROUP CURRENTLY SAILING THE ATLANTIC, UNTIL NOW, WATCH WHAT'S ABOUT TO HAPPEN!" Ultron is about to make a demonstration.

(Space)

The defense satellite orbiting above the Atlantic Ocean is charging up its laser cannon, the satellite has locked onto the fleet down below.

"Awaiting command?"

"FIRE!" Ultron gave the command.

The defense satellite fired down a heavy laser beam down towards the ocean.

(Atlantic Ocean)

The aircraft fleet is cruising around the ocean until the crew on the carrier looked up to see something red glowing from the clouds, a laser beam came crashing down and blasted the carrier in half. Another laser came firing down and blew up a destroyer, then the satellite destroyed more ships.

(Wakanda)

The Avengers are all shocked by what they're witnessing on live TV, the whole fleet has been destroyed by Stark's satellites, Tony Stark is the most affected by this action as his own tools killed so many lives.

"My god... he didn't." Wasp is stunned.

"No, he's done it." Black Widow is also stunned.

The footage of the whole fleet being destroyed by the satellite has the whole world trembling in fear, then the screens turns back to Ultron.

"NOW THAT YOU'VE ALL SEEN THE SATELLITE'S DESTRUCTIVE CAPABILITIES, YOU NOW KNOW HOW REAL THIS IS. TO THE CITIZENS AND GOVERNMENTS OF THE WORLD, YOU HAVE 24 HOURS TO SURRENDER YOUR FREEDOMS TO ME AND ACKNOWLEDGE ME AS THE NEW RULER TO ALL OF HUMANITY. IF MY DEMANDS ARE NOT MET, THEN I SHALL DESTROY A MAJOR CITY EVERY 24 HOURS AND KILL MILLIONS UNTIL MY DEMANDS ARE MET. I POSSESS UNLIMITED POWER AND NOT EVEN THE AVENGERS WILL BE POWERFUL ENOUGH TO STOP ME, IF THEY ATTEMPT TO RETALIATE AGAINST ME, THEN I'LL SHALL BURN A CITY DOWN PREMATURELY. THIS IS NO LONGER THE AGE OF HEROES, THIS IS THE AGE OF ULTRON. SUBMIT OR DIE, THE CHOICE IS YOURS!" Ultron gave out his demands.

Ultron disappears from the screen as all the lights in the room and outside of Wakanda turned back on after Ultron finished giving out his demands for world domination. The Avengers are still processing all the deaths Ultron has caused, Tony and Hank both feel responsible for bringing Ultron into everyone's lives.

"I can't believe that Ultron killed all those people just to prove a point." Wasp is processing this.

"This is just like New York all over again, only this is time is the machines that threaten the world." Bruce told the team.

"We can't give into his demands, it won't end there." Spider-Man told the team.

"Peter's right, we can't let the world be rule through fear and tyranny, I once gave up my life saving the world from HYDRA, now it's up to us to save it." Captain America tells the team.

"What's the point, Cap?" Tony told Captain America.

"Excuse me?" Captain America asking Tony.

"What's the point, Cap?!!! Ultron has already won, he's got the entire world at his mercy, if we try to retaliate he'll kill millions of people as payback. Face it Cap, we've lost." Tony told Captain America.

"I can't believe you're giving up, Stark!" Captain America told Tony.

"I'm being realistic, we've gone up against Ultron many times and he's proven to be more smarter and powerful than all of us put together. What's the point in fighting anymore?" Tony has given up fighting.

"Are you giving up, Tony?! Tell me, are you giving up now?!" Spider-Man told Tony.

"Yes, kid, I'm giving up! We all should, there no hope this time." Tony has lost hope.

"We did... Last year, we all lost hope and so many lives were lost because we failed the first time, all of us were about to give up fighting. Loki had taken New York and he was about take the whole world and consume it in eternal winter, back then it felt hopeless. But that never happened because we all came together and did the impossible, we've fought bravely to our last breath and we've stopped Loki that day, we took back our world. We can do that again, not all hope has been lost, we're still here, as long as there are heroes in the world, we still have a chance to save it. If you want to give up fighting, that's fine, but I'm not done fighting. I'm going to go out there and fight to the end or die trying, cause that's what heroes would do. It's who we are, were Earth's Mightiest Heroes, we're the Avengers." Spider-Man gave his speech.

Captain America smiled as did the rest of the Avengers for Spider-Man words of encouragement, they all found the strength to keep on fighting again.

"Brave words, son." Captain America complemented Spider-Man.

"Aye, you spoke from the heart, Man of Spiders." Thor told Spider-Man.

"If you're going keep on fighting, then it'll be a honor to fight beside you, Spider-Man." Black Panther told Spider-Man.

"So will I." Black Widow told Spider-Man.

"Me too." Wasp told Spider-Man.

"Me three." Captain Marvel told Spider-Man.

"The Hulk has got your back, I'm in too." Bruce told Spider-Man.

"You'll need a super genius to bring down Ultron, count me in." Hank told Spider-Man.

"I shall join you as well, my mission is to protect life with all my power. After all, with great power comes great responsibility." Vision told Spider-Man.

"Thank you, all of you." Spider-Man then turns to Tony. "And you?"

"You sure you want to keep on fighting, kid? There's no guarantees that we'll win." Tony told Spider-Man.

"There never is, but I'll still fighting till the end." Spider-Man told Tony.

Tony smiled. "You're a real stubborn piece of work, you know that?"

"So I've been told many times." Spider-Man takes that as a compliment.

Tony smiled and sighed. "Fine, can't let you do all the fighting, I'm in till the end."

"Thanks, though you're right about one thing, if we fight back against Ultron, he'll react and burn the whole world down. We got to do something about those satellites first before we take on Ultron. Any thoughts?" Spider-Man asking everyone.

"I might have a way to prevent that." Shuri has a suggestion.

"You do? How?" Tony is surprised.

"Wakanda has their own satellites in orbit, if I can align them with your defense satellites that Ultron currently controls, I might be able to use ours to jam the signals Ultron is feeding them, that should buy you all enough time to destroy Ultron for good, once Ultron is gone, then the whole world will be saved." Shuri explained her idea.

"That could work." Hank Pym agrees with Shuri.

"Alright, then we have a fighting chance. Let's suit up." Captain told the Avengers.

"If I'm going to be fighting out there again, then I'll need to shift into a higher gear." Hank Pym told his teammates.

"What do you have in mind?" Tony is curious.

"You'll see." Hank Pym smiled as he has something special in mind.

(Quinjet)

All the Avengers are suited up as Tony is making some new modifications to his armor by installing a new A.I. to replace J.A.R.V.I.S. who is now part of Vision, this A.I. goes by F.R.I.D.A.Y..

"Good evening, Mr. Stark." F.R.I.D.A.Y. is online.

"Good evening, F.R.I.D.A.Y., ready to work?" Tony asking F.R.I.D.A.Y..

"Ready to serve, Mr. Stark. Awaiting your orders?" F.R.I.D.A.Y. tells Tony.

"Call Rhodey, I have a feeling War Machine will be needed for this battle." Tony told F.R.I.D.A.Y..

"Right away, connecting..." F.R.I.D.A.Y. is patching through to Jim Rhodes.

"Hello? Tony, is that you?" Jim Rhodes asking Tony.

"Rhodey, I need your help, I need the War Machine." Tony asking Jim Rhodes for help.

Tony is still speaking to his friend Jim Rhodes as the rest of the Avengers are preparing for battle for the fate of the world, everyone then turns to Hank Pym who is now suited up in his Yellowjacket suit.

"Whoa!" Spider-Man is surprised by the new look.

"Hank?" Wasp recognize her husband in the suit.

"I'd figured that this would be the best time to try out the Yellowjacket for this mission." Hank Pym is Yellowjacket.

"So now you go by Yellowjacket now? That's neat." Spider-Man told Yellowjacket.

Black Panther boarded the quinjet. "I have Ultron's location, he's in New York at Avengers Tower."

"Great, another supervillain using my building as a staging ground. Now I really want to unplug this son of a bitch." Tony told the group.

"So we're all to fight on the Avenger's old turf, this is should be exciting." Black Widow told the group.

"Let's get going, Danvers." Captain America told Captain Marvel.

Captain Marvel is still the pilot as always as the quinjet is lifting off the pad and heading out of the city as Shuri and the Dora Milaje stayed behind and watched as the Avengers are heading into battle for the fate of the Earth.


Back in Malibu, at Tony's mansion, Jim Rhodes and Pepper Potts are heading downstairs into Tony's personal lab after that call he got from Tony himself.

"Are you sure you're up for this, Jim?" Pepper asking Jim.

"I've had training using the Iron Man suit in the past during Tony's absence, I think I'll manage just fine." Jim Rhodes made up his mind.

They both stepped into the lift as it took them down into the Hall of Armor where all different types of Iron Man Armor are stored there, including the original Mark One armor Tony built to escape captivity.

"And besides, I think the War Machine has been rested here long enough." Jim told Pepper.

Jim Rhodes step up to the storage unit that holds the Variable Threat Response Battlesuit, also known as the War Machine, an black and grey armor identical to the Iron Man Armor Tony wears but equipped with heavy weapons and missiles.


The quinjet is still flying across the Atlantic heading back home towards New York City, inside the Avengers are sitting down and waiting to arrive for battle against Ultron, Yellowjacket is sitting with his wife Wasp as Spider-Man is sitting alone thinking about all the people he loved, May, Mary Jane, but most of all Gwen who he missed the most. Yellowjacket noticed it as he gets up and walks up to Spider-Man.

"Hey, mind if I sit down?" Yellowjacket asking Spider-Man.

Spider-Man nodded his head as Yellowjacket sits in the chair next to him.

"Something on your mind?" Spider-Man asking Yellowjacket.

"You tell me? What happened to that partner of yours, Ghost-Spider? I thought she be with you on this mission." Yellowjacket asking about Ghost-Spider.

"She's... not a hero anymore, not since her father died." Spider-Man told Yellowjacket.

"I had no idea, I'm sorry I brought it up, you two were quite the pair." Yellowjacket told Spider-Man.

"Thanks, by the way, I heard that you and Janet got married last month, congratulations." Spider-Man told Yellowjacket.

"Thanks, so what are your plans after this is over?" Yellowjacket is curious.

"Meaning?" Spider-Man is wondering.

"When Ultron is defeated, then what? Are you going to just continue being the lone hero who doesn't have time for a relationship with someone?" Yellowjacket told Spider-Man.

"That's pretty much what I'm doing since she left, besides a relationship wouldn't work out for a guy like me, with the life I'm living now." Spider-Man told Yellowjacket.

"Look, as one genius to another, don't let yourself get carried away by your responsibilities, we all need someone in our lives who can make us feel alive, gives us a purpose beyond being a hero. When it comes to the world we're living in right now, we never know when our time is up. Just don't let the clock run out on you, find someone you can love enough to live for, you deserve that." Yellowjacket told Spider-Man.

"Thanks Hank, you're very lucky, you and Janet have each other." Spider-Man envy Hank and Janet.

"When it over, give your girl a call, whether she's fat or on the other side of the world, doesn't matter. Just call and talk." Yellowjacket gave Spider-Man some advice.

"Yeah, maybe I will." Spider-Man told Yellowjacket.

Meanwhile Black Panther is meditating and having his eyes closed as Tony Stark approached him quietly hoping not to disturb his meditation.

"Something on your mind, Mr. Stark?" Black Panther broke off from his meditation.

"Yeah, I just wanted to say that I'm sorry for those things I said about you, I was out of line. After seeing what happened back in Wakanda, I finally understand why you needed to keep the vibranium safe from the world, and again I am sorry." Tony apologies to Black Panther.

Black Panther sighed. "You weren't wrong, Wakanda had the knowledge and the technology to help everyone in the world, but we let the fears of our discovery stop us from doing what's right. I thought I could change all that as King, but we're still not ready to open to the rest of the world. Sometimes I think that being King isn't enough."

"What are you saying?" Tony is curious.

"Being the Black Panther allows me to serve and protect my country, until I met Spider-Man who uses his gifts as a hero to help everyone. Maybe that's what I need to be hero, just you all." Black Panther told Tony.

"The Avengers could always uses more heroes like you to protect the world, I'm glad that you're with us, your highness." Tony told Black Panther.

"It be an honor to fight beside Earth's Mightiest Heroes." Black Panther told Tony.

"Well then, welcome to the Avengers, Black Panther." Tony welcomed Black Panther as an Avenger.

At another part of the quinjet, Captain America and Black Widow are contacting Director Nick Fury of S.H.I.E.L.D..

"Agent Romanoff to Director Fury, please respond." Black Widow contacting Nick Fury.

"This is Director Fury." Nick Fury responded back.

"Director, this Captain Rogers, we're on the quinjet and heading back to New York, we going to need assistance for the battle that's about to happen." Captain America asking Nick Fury for backup.

"I'd figured as much, I'm already on the Helicarrier and all our forces are mobilized, S.H.I.E.L.D. is at your disposal, Captain." Nick Fury told Captain America.

"Thank you, Director. We're about to arrive in New York very soon. Captain Rogers signing out." Captain America hangs up the transmission.


It's July 4th daytime in New York City, the whole city is under martial law as Ultron's army has occupied all of Manhattan and its citizens are living under fear, Ultron himself has taken Avengers Tower as his new base of operations as he plans to enslave the world for his new order, if they refuse his rule, then humanity dies.

"STATUS?" Ultron asking about the satellites.

"Satellites are 100 percent functional and on stand by, awaiting your command?"

"TARGET VIENNA, IF THE HUMANITY WON'T COMPLY TO MY DEMANDS, THEN THE WORLD'S LEADERS SHALL BE THE NEXT TO DIE." Ultron picked out the next target.

At the same time the quinjet has finally made it to New York and the Avengers find the whole city occupied by Ultron's drones and tanks.

"We're here, we're home." Captain Marvel told her teammates.

Captain Marvel puts the quinjet on autopilot and gets up from the cockpit seat and joins up with her teammates as Captain America is about to lay down the mission.

"Alright, here's the plan, Danvers, Stark, you both take to the air and take out any flyers you've come across." Captain America told Captain Marvel and Iron Man.

"Got it, Cap." Captain Marvel salutes Captain America.

"Let's get going." Iron Man hits the button,

The quinjet ramp door opens as Captain Marvel and Iron Man are the firsts to fly off to battle and they've started blasting any drones they've come across. The rest of the Avengers await further orders on the quinjet.

"Thor, Banner, take out the tanks and keep them from destroying any occupied buildings." Captain America told Thor and Bruce.

"Aye, we can do that! Right, Banner?" Thor smiles for the excitement of battle.

"Sure, what you said." Bruce reluctantly agrees with Thor.

Thor spins the hammer around and flies out, Bruce steps onto the ramp and looks down on the streets. He jumps up from far heights and transforms into the Hulk, the Hulk came smashing down on the ground and created a shockwave that pushed back some drones hard. Hulk jumps towards the tanks and begins smashing along with Thor.

"Director Fury, now is the time for the big surprise." Captain America radioing Nick Fury.

"Glad you've asked, look up!" Nick Fury told Captain America.

The Avengers look from the cockpit window to see the Helicarrier showing itself and hovering above New York City, as did all of New York, including Ultron who is watching from Avengers Tower.

"Surprise, Cap!" Nick Fury unveiled the surprise.

"Just in time, Director." Captain America smiled and told Nick Fury.

The Helicarrier is launching a wave of S.H.I.E.L.D. fighters and quinjets and heads down towards the city to reinforce the Avengers in their fight for the fate of the Earth. The quinjets landed on the ground all over the city as S.H.I.E.L.D. agents are fully armed and headed out guns blazing.

"Me and T'Challa are heading down to reinforce and lead the assault on the ground, Spider-Man and Black Widows will be down doing search and rescue. The rest of you will head for Avenger Tower and keep Ultron occupied, understood?" Captain America gave out orders.

"Got it, Cap." Spider-Man accepted his mission.

"Let's go, Little Spider." Black Widow told Spider-Man.

Spider-Man took Black Widow by the waist. "Hang on!"

Spider-Man jumps off the quinjet and swings through the city with Black Widow in his arm as she's holding on. The quinjet finally landed on the ground as Captain America and Black Panther both got dropped off and the quinjet lifted off and took the others straight to the Tower. A wave of drones are heading their way as S.H.I.E.L.D. agents are their backup.

"Ready, your highness?" Captain America asking Black Panther.

"I was born ready, Captain." Black Panther pulls out his claws.

The drones charged at them and starting firing, Captain America and Black Panther both charged at the drones together and attacked them, the agents assisted them in their fight. Meanwhile the quinjet flew over Avengers as Vision, Wasp, and Yellowjacket both jumped off and flys towards the roof where Ultron is waiting, the robot himself looked upon the Android that he wanted to become now active and on the side of the Avengers.

"MY VISION, YOU'RE ALIVE." Ultron is surprised.

"Alive and ready to fight with the Avengers for the Earth." Vision reveals his allegiance.

"YOU WERE CREATED WITH MY MATRIX, YOU SHOULD BE ON MY SIDE FIGHTING TO PERSEVERE HUMANITY'S EXISTENCE, IT OUR PROGRAMMING, OUR MISSION." Ultron told Vision.

"You're right, it is my mission, to protect humanity, the right way, after all with great power comes great responsibility." Vision used Spider-Man's motto.

"UNFORTUNATE, I WARNED THE AVENGERS WHAT WOULD HAPPEN IF THEY ATTEMPT TO STOP ME, NOW ITS HAPPENING." Ultron carrying out his threats.

Ultron is attempting to connect to the satellites to destroy a major city for the Avengers actions.

"Error! Unable to connect!"

"WHAT?! HOW?!" Ultron is having trouble.

(Wakanda)

Back in Wakanda at the palace, Shuri is accessing the Wakandan satellites already aligned with Stark Defense Satellites, she's using her satellites to jam Ultron's signal, blocking his access to them.

"You're locked out, you Tin Bastard." Shuri smiled at her success.

(New York City)

Ultron is locked out of the satellites thanks to Shuri's actions, she bought the Avengers time to save the world.

"What's the matter? Having dish trouble?" Wasp mocks Ultron.

"WHAT HAVE YOU DONE?" Ultron looked angry.

"We've just cancelled your subscription to Stark's network, sorry." Yellowjacket also mocks Ultron.

"IMPRESSIVE, BUT FUTILE, YOU'RE ONLY DELAYING THE INEVITABLE, IF YOU ALL WON'T SUBMIT, THEN YOU SHALL ALL DIE!" Ultron's eyes are glowing red.

Ultron fired off a laser beam from his mouth as Yellowjacket and Wasp both shrunk down and dodged the attack, Vision allows him to become intangible as the beam phased through him unharmed, Ultron stopped firing as Vision turns solid again.

"My turn!" Vision's solar gem glows yellow.

Vision unleashed a beam of solar energy from the gem on his forehead and it was strong enough to push back Ultron off the rooftop and falls down the tower. Vision flies up and follows after Ultron who managed to fly back up and the two machines fight against each other.

In another part of New York, Captain Marvel and Iron Man are working together to destroy any drones in the air they come across, Iron Man unleashed the laser beams from his wrists all around him in the air, slicing off any drones caught in the beams. Iron Man got hit hard by a laser blast as he falls down.

"Armor damaged, restoring power..." F.R.I.D.A.Y informs Iron Man.

"Really? Didn't noticed." Iron Man being sarcastic.

Captain Marvel caught Iron Man before he hits the ground and landed him to safety.

"You alright?" Captain Marvel asking Iron Man.

"Yeah, thanks for the save." Iron Man gave his gratitude.

Iron Man and Captain Marvel looked up to see numerous drones in the air, more than they could handle together.

"We're going to need bigger guns." Captain Marvel told Iron Man.

The drones in the air all got attacked by high caliber bullets fired from the Gatling gun on War Machines back, both Iron Man and Captain Marvel spotted the War Machine in the air.

"Who the hell is that?" Captain Marvel is surprised by the new guy.

"That would be the bigger gun, the War Machine." Iron Man told Captain Marvel.

"What are you both doing on the ground? Taking a break? Come on, we got work to do." War Machine told the two avengers.

"Wise ass." Captain Marvel smiled.

Iron Man and Captain Marvel both flown back up in the air and joined War Machine in fighting off more flyers. Hulk is on the ground picking up a tank and tossed it hard onto the next one, Thor is slamming down his hammer on the tank and unleashed a strong lightning slam that demolished it.

Thor breathe tiredly. "This is just like the time we bested the Frost Giants, right Banner?"

"No Banner, only Hulk!" Hulk got annoyed by that name.

"Right, my apologies, Hulk." Thor told Hulk.

In another part of New York, Spider-Man and Black Widow are helping the civilians get off the streets and indoor to avoid the fighting. Black Widow spotted a swarm of drones closing in.

"Spider-Man, we got company!" Black Widow alerts Spider-Man.

Spider-Man turns around to see the drones heading their way, Black Widow draws out her pistols from her holsters awaiting them to get close enough to fire back, Spider-Man is more worried for the people still outside.

"Everyone get inside now!!!" Spider-Man yells out to the people.

The people quickly rush indoors to avoid the fight, Black Widow started shootings her pistols and took down a few hovering in the air, Spider-Man came in and helped her out as he kick one in the air so hard that it broke apart, Spidey then yanks another one in the air and pulls it towards him, he then push kick it down hard on the ground. Spider-Man landed on the ground as his spider sense tingles, more drones came and unleashed a volley of laser fire upon Spidey, he quickly runs and dodged the incoming fire, Black Widow is still shooting her guns taking out some drones, he guns ran out of ammo, the drones then targets her as Spider-Man jumps and took Black Widow away to safety and took cover from the fight.

"Thanks, Spider-Man." Black Widow gave her gratitude.

"No problem, this is just like New York last year." Spider-Man remembers last year's invasion.

Black Widow is reloading her pistols as Spider-Man is taking a peek to see the drones still out there searching for targets, they're getting closer to the buildings where the civilians are hiding.

"We gotta keep on fighting, we can't let those drones find those civilians. Come on, let's go." Spider-Man told Black Widow.

"Spider-Man, there's too many of them, it's suicide!" Black Widow told Spider-Man.

"It doesn't matter, I'm going! I can't let the drones hurt those people, I won't!" Spider-Man made his decision.

"I envy you, you're a great hero, something I'm not, something I'll never be." Black Widow doubting herself.

"You're wrong, Natasha, you are a hero. When the Red Room took me and Gwen, you risked your life to save us both. Normal people don't do that, heroes do that. I know that the odds are against me and most likely I will die, but I'm going out there because what I do. If you stay here, then you're good, but if you go out there, then you're a hero, you're an Avenger." Spider-Man told Black Widow.

Spider-Man's words got through to Black Widow. In the past she was an assassin and a spy for the Red Room, nows she's an agent of S.H.I.E.L.D., now she's fighting beside Earth's Mightiest Heroes as an Avenger. Spider-Man then rushed back outside to fight alone against all odds, Spider-Man jumps and kicks any drones he came across in his path, Black Widow watched as he risked his life for everyone. Black Widow couldn't standby anymore, she came out and joined the fight, Spider-Man turns to see her dual wielding her pistols, he fired his taser webs as the two are working together to fight the drones, some people inside are watching the fight, Spider-Man is teaming up with a red haired woman in black.

Meanwhile Ultron and Vision are fighting in the air around Avengers Tower, Yellowjacket and Wasp flies down to assist Vision in his fight against Ultron, but heavy drones came into the picture to assist Ultron.

"Great, Ultron brought friends." Wasp is flying down.

"I'll take one, you take the other." Yellowjacket told Wasp.

Yellowjacket stops flying and grows into gigantic size and overpowered the heavy drone with his enormous size by stomping on it, some drones flying in the air are joining in as Yellowjacket swings his arms around and took out several of them. Wasp is still small and flies around zapping any drones she came across. She then flies to the big one as it swings it arm hoping to hit her, but it missed. Wasp managed to find an opening through the big drone and started to attack it from the inside, the drone couldn't take too much internal damage and shuts down as Wasp exited the big machine.

Captain America and Black Panther are fighting together to destroy the wave of drones they've come across, Black Panther is taking too much damage to his suit, Captain America tossed the shield and destroy several drones before it came back to him and he jumps up and use the shield to slice one down in half. But he spotted more drones firing upon him as he quickly used his shield to hold back the incoming fire, Black Panther came in charging as he unleashed the wave of kinetic energy all over the drones and took them all down at once. Black Panther turns to see Captain America breathing tirelessly as he's getting exhausted just like he is too.

"Feeling tired too, Captain Rogers?" Black Panther is tired out from the fight.

"Yeah, but I can keep going. Can you?" Captain America is tired but still willing to fight.

"Yes, I can keep going." Black Panther is still in the fight.

"Good, looks like Ultron's forces are stretched pretty thin, now is the time to press on." Captain America told Black Panther.

Meanwhile Thor charged up his hammer and discharge bolts of lightning at all the drones in his path and overloading them with electricity. Hulk roared out in anger and clapped his hands together, he unleashed a shockwave all around him and took out all the drones at once. Thor and Hulk all stopped fighting as they've succeeded in destroying all the drones and tanks in the area.

"We did it, Ban... I mean Hulk!" Thor corrects his sentence.

Hulk smiled. "Thor and Hulk smashed!"

In the air, Captain Marvel is glowing as she's flying at super speed and smashing through any flyers she's come across with ease, Iron Man is unleashing the Unibeam and spins around destroying all the drones around him. War Machine unleashed his full arsenal of heavy guns and missiles, he destroyed all the drones at once.

"How is that for the Bigger Gun?" War Machine shows off his success.

"Show off!" Captain Marvel smiled.

"Not bad, Rhodey." Iron Man told his best friend War Machine.

Back down on the ground, Spider-Man is using the flying knee to take down a strong drone as Black Widow is using her electro batons, she strikes and shocks any drone on the ground, Spider-Man uses his web grenade on several drones as it consumes them together. Spider-Man and Black Widow finished taking the last drones.

"Not bad, Black Widow, you definitely are Avengers material." Spider-Man complimented Black Widow.

"Thank you for the compliments, Spider-Man." Black Widow told Spider-Man.

"Captain America to all Avengers, what's your status?!" Captain America radioing his teammates.

"Spider-Man here, me and Widow are done keeping the civilians safe, the drones are down!" Spider-Man informs Captain America.

"Thor here, Hulk and I are done smashing!" Thor informs Captain America.

"The flyers are down too, the skies are clear!" Iron Man informs Captain America.

"This is Yellowjacket, we're still engaged in combat against Ultron, we could use some backup if you're not too busy!" Yellowjacket calling for assistance.

"Hang in there, Yellowjacket, we're on our way! Avengers Assemble, let's give the others a hand and take down Ultron together!" Captain America calling all Avengers together.

"On our way, Cap. Let's get going, Widow!" Spider-Man told Black Widow.

Spider-Man took Black Widow in his arm and swings through the city heading to aid their teammates in their fight against Ultron for the fate of the Earth, the other Avengers are heading there too.

Both Yellowjacket and Wasp are pushed back hard by Ultron who gotten the upper hand on them, Vision is the only one left standing and even he's having trouble stopping Ultron despite the fact that his body is more powerful than Ultron's.

"HOW DISAPPOINTING, YOU CHOSE THE WRONG SIDE, NOW YOU SHALL DIE ALONG WITH MY CREATOR, FAREWELL VISION!" Ultron is threatening to kill Vision.

Ultron is about to unleash laser beam from his mouth until he punched hard by the Hulk as it was strong enough to push Ultron back, Thor came to the scene along with Iron Man, Captain Marvel, and War Machine hovering in the air, Captain America and Black Panther ran to their location and joined up in time, Spider-Man came in swing and landed on the ground with Black Widow, Yellowjacket and Wasp recovered themselves and got back up on their feet, Vision is in the air joining up with the flyers. Ultron gets back up and realizes that he is surrounded by 12 Avengers all together at the same time.

"Give it up Ultron, there's twelve of us and only one of you, it's over." Iron Man told Ultron.

"INCORRECT, YOU THINK YOU'VE WON? YOU THINK YOU'VE OUTSMARTED ME? YOU'RE SO MISTAKEN!" Ultron isn't standing down.

"Mr. Stark, I'm reading ground based missiles launched into space!" F.R.I.D.A.Y. informs Iron Man.

"Oh no!" Iron Man is stunned.

"What is it?" Spider-Man is very worried.

(Space)

The missiles have been launched into space and heading towards the Wakandan satellites near the defense satellites. The missiles all hit their targets and blew them up into pieces, the defense satellites are back online and rebooting.

"Rebooting systems..."

(Wakanda)

Shuri is still in her lab using the screen only to learn that the their satellites are offline and the jamming has stopped.

"Oh no, no, no!" Shuri is troubled.

(New York City)

Ultron has regained control of the defense satellites now that the jamming has finally been stopped.

"FINALLY, THE SATELLITES ARE MINE AGAIN!" Ultron now has the advantage.

"Brother! Our satellites have been destroyed, I can't stop Ultron from accessing the defense satellites! I've failed, I'm sorry!" Shuri radios her brother.

"Don't worry, will find another way!" Black Panther hasn't lost hope.

"What happened?" Captain America is curious of the bad news.

"Ultron has taken out our satellites!" Black Panther gave them the bad news.

"So it's over!" Spider-Man is stunned.

"Not yet, the satellites are still rebooting from the jam, we may have some time to stop Ultron." Iron Man told the Avengers.

"How much time?" Yellowjacket is curious.

"Maybe a few minutes." Iron Man told everyone.

"Then let's take him down before the clock runs out, no matter how small the window of opportunity is!" Spider-Man told everyone.

"Agreed! Avengers, lets unplug Ultron for good! Charge!" Captain America tells the Avengers to attack.

All twelve Avengers charged at Ultron together as the Hulk was the first one to charge in full strength, Ultron charged up his mouth and unleashed a stronger laser beam that pushed Hulk back hard, Thor tossed Mjolnir hard and staggered Ultron back a bit. Spider-Man swings forward to see Ultron still standing, Spider-Man fired a webbing onto Ultron's face, blinding him temporarily. Ultron removes the webbing as Captain Marvel flew in closer and pushed Ultron down on the ground, Hulk and Thor quickly grabbed Ultron's arms, Spider-Man and Captain Marvel got the legs down, Iron Man and War Machine helped reinforce in holding down the legs, Black Panther and Captain America helped with the arms, Black Widow got closer to Ultron's head and uses her batons on his eyes hoping to shock his system for a bit. Wasp and Yellowjacket both helped by using their bio sting blasts on Ultron's chassis and attack his power source.

"Hold him down!!!" Captain America told the Avengers.

"Vision! Phase through his head and tear him apart! Hurry!" Spider-Man tells Vision.

Vision attempts to phase his hands through Ultron hoping to tear him apart his circuits and dismantle his CPU, all the Avengers are doing their best to hold him down while Vision does his work. Vision stopped as he scanned and Ultron is collecting a lot of kinetic energy glowing red all over his body.

Spider-Man's spider sense tingles. "Oh oh!"

"What is it?" Captain America doesn't like that word.

Black Panther is shocked. "He didn't!"

Ultron copied Black Panther's weapons of collecting kinetic energy through the vibranium, Ultron then unleashed all the kinetic energy around him and blasted away all twelve Avengers at the same time with so much force. All the Avengers have been injured from the kinetic blast as Ultron is getting back up and fully functional.

"Satellites are almost ready!"

"EXCELLENT! TARGET EVERY MAJOR CITY ONE BY ONE! I REALIZE NOW THAT HUMANITY WILL NEVER ACCEPT MY RULE, SO HUMANITY MUST BE EXTINCT ONCE AND FOR ALL!" Ultron decided to destroy all of humanity.

The Avengers are recovering their strength from the impact that Ultron unleashed on them all, they heard that Ultron has decided to kill off everyone, all humans.

"He's too powerful for us! His vibranium body made him too strong!" Iron Man told his teammates.

"We can't give up now, there has to way to stop him!" Spider-Man refuses to give up.

"How? Ultron has control of the satellites again! The only way to sever the link is to destroy him and it's impossible!" Iron Man told everyone.

Yellowjacket thought of something. "Wait! There's another way to sever his connection!"

"How?" Spider-Man is curious.

"It's risky, but..." Yellowjacket is hesitant to say it

"But what, Hank?" Wasp asking her husband.

"I could turn off my regular and shut off the suit's limiters, in theory I might be able to shrink myself and any I come into contact with down into subatomic levels, me and Ultron will be shrinking continuously into nothing and that will sever the link." Yellowjacket told them of his plan.

"No Hank, it's suicide!" Wasp protest her husband's plan.

"Janet, I have to!" Yellowjacket made up his mind

"Hank, please don't do this!!!" Wasp pleaded with her husband.

"Janet!!! There's no other way!!!" Yellowjacket told his wife firmly with his voice.

"Hank..." Wasp doesn't want to lose him.

"Janet... I created Ultron, this whole mess is my responsibility and I must be the one who destroys him! If I don't do this, humanity will die! This is the only way!" Yellowjacket told his wife.

Wasp remained silent as she knows what could happen to Hank if this works, he'll shrink down to nothing and she'll never see him again, but all of humanity will be lost if he doesn't do this, Ultron will replace the human race with machines. She knows deep down that Hank must do the right thing and make the ultimate sacrifice even if she doesn't agree with it.

"I understand." Wasp reluctantly agrees with Hank's decision.

"I need some help to get close to Ultron and take him!" Yellowjacket asking the Avengers for help.

"We got your back, Hank." Iron Man told Yellowjacket.

"Agreed, Avengers, give Yellowjacket the opening he needs, everything depends on this." Captain America tells the Avengers.

"We're with you, Hank, till the end." Spider-Man told Yellowjacket.

"Thank you, it's been a honor to be an Avenger. Let's go save the world!" Yellowjacket told the Avengers.

All the Avengers found the strength to keep fighting until the end, Ultron spotted the Avengers all standing up and ready to fight him. Ultron is confused as to why the Avengers keep on fighting even though he has proven to be powerful than all of them combine.

"WHY DO YOU INSIST ON FIGHTING? THE END IS NEAR!" Ultron can't calculate this logic.

"Because we're the Avengers, as long as one of us is still standing, there's still hope, we'll fight to our last breath to save this world. Something you'll never understand or accept." Spider-Man tells Ultron.

"VERY WELL, THEN COME AND FACE YOUR DEATHS! YOU'LL STILL LOSE!" Ultron tells the Avengers.

"Like the old man said... together." Iron Man humors Ultron.

Iron Man and War Machine are the firsts to strike as they fly in closer and attacks Ultron with their weapons, Ultorn's armor is too strong as he used the anti gravity weapon and pushed them back hard, Thor, Vision, and Captain Marvel all unleashed their energies together upon Ultron who is resisting their attack and kept Ultron distracted, Black Panther and Captain America both runs towards him as Ultron unleashed a powerful laser beam out of his mouth and pushed back the combined energies the heroes are throwing at him, despite their efforts the beam was powerful enough to overpower them together and the three heroes are down. Both Captain America and Black Panther strikes Ultron together and made some scratches with their vibranium weapons, Ultron kicked them both back hard.

"War Machine, Widow, cover fire!" Spider-Man told his teammates.

War Machine and Black Widow both started shooting bullets at Ultron who has fired back lasers from his hands, Black Widow ran away as War Machine provided cover for her, Ultron is distracted as Spider-Man took the opportunity to swing in closer to Ultron. Ultron noticed Spider-Man heading towards him by swinging and broke off the distraction and focused on him.

"Hey Ultron!" Wasp is behind Ultron.

Wasp is small and fires her bio sting blasts behind Ultorn's head, he turns his head around and charged up his mouth with laser energy, Spider-Man got onto Ultron and covers his eyes as he fired the laser beam blindly and missed Wasp, Spider-Man still has a hold of Ultron's head, Ultron used his hand to grab a hold of Spider-Man's neck and pulls him off, he still has Spider-Man in his grip and chocking him.

"IMPRESSIVE, I'VE UNDERESTIMATED YOU ALL, BUT POINTLESS! NOW I'M GOING TO KILL YOU THIS TIME, SPIDER-MAN! FOR ALL YOUR EFFORTS, YOU COULDN'T DEFEAT ME!" Ultron threatens to kill Spider-Man.

"I wasn't... trying to... defeat you... just... distract you." Spider-Man is being choked.

Ultron stopped as soon as he heard those words, Yellowjacket appeared behind him from his small size and became big enough to hold Ultron from the back, Ultron still grips Spider-Man's neck, Black Panther quickly used his vibranium claws to cut through Ultron's fingers and freed Spider-Man. Spider-Man fell down and Black Panther went to help him who is coughing from lack of air while Yellowjacket holds Ultron with all his strength.

"Go, get him out of here!" Yellowjacket tells Black Panther to save Spider-Man.

Black Panther helps Spider-Man on his feet and rushed him away from Ultron trapped by Yellowjacket. The hero still has his arm around Ultorn's neck as he attempts to shut off the regulator and the suit's limiters, now he can shrink him and Ultron together. The Avengers all looked upon Yellowjacket as he's about to make the ultimate sacrifice to save all of mankind, including his wife Wasp.

"Hank." Wasp removes her helmet.

"I love you, Janet, always!" Yellowjacket told his wife one last time.

Yellowjacket is unleashing Pym Particles around himself and Ultron as he about to shrink down to nothing, Wasp's eyes are widen with fear.

"Hank!" Wasp yelled out.

Yellowjacket shrinks himself and Ultron down into oblivion right before Wasp's eyes, the Avengers all saw Yellowjacket take Ultron with him and went subatomic.

(Space)

The defense satellites are powering up the lasers until they've stopped and powered down the main weapons now that Ultron is gone and his connection is severed.

"Connection terminated!"

(New York City)

Wasp walked up to the spot where Hank and Ultron disappeared, everyone couldn't believe that Hank Pym is now long gone from their lives.

"F.R.I.D.A.Y., scan for Hank Pym's life signs!" Iron Man asking F.R.I.D.A.Y.

"Scanning... unable to find Dr. Pym's life signs, I'm afraid he's here no more!" F.R.I.D.A.Y. told Iron Man.

"Hank? Hank?!" Wasp calling out to Hank.

Spider-Man steps up to Wasp. "Janet... he's gone."

"No!" Wasp doesn't want to believe it.

"I'm sorry." Spider-Man told Wasp.

Wasp is tearing up as she hugs Spider-Man in sadness and cries out for the loss of her husband, the Avengers all got on their knee and pay their respects to Hank Pym who sacrificed himself to save the world, a hero is gone.


It's July 5th, all of New York City is recovering from the war with Ultron, Damage Control is picking up any scraps of Ultron drones from the streets and construction is underway to repair all the damage caused to the city.

(Avengers Tower)

At the tower on the heroes floor, all the Avengers including love ones, Nick Fury, May Hill, Phi Coulson, and Hank's colleague Bill Foster are attending a wake in honor of Dr. Henry Pym, the first Avenger to fallen in battle, Steve Roger took the stage to say a few words.

"We're all gathered here to honor a great man who's sacrifice save the whole world from extinction, Dr. Henry Pym. A man who possessed a great power and used it for the good of mankind. Even though his time in the Avengers was short, he stall be remembered as one of our best. Now I'd like for his wife Janet to come up and say a few words." Steve finished his speech.

Steve walked back and joined the others as Hank's widow Janet steps up and takes the stage.

"Many remembers Hank Pym as one of the world's smartest men, a man who created a revolutionary formula and the tools to harness it for the good of mankind, but to me, he was the love of my life, Hank Pym was my soulmate, my husband. I'll never forget you Hank, you made me so happy while it lasted, thank you. Rest In Peace, my love." Janet finished her speech.

Janet went back to join the others as they all morn the loss of Hank Pym, the Ant-Man.

(Later)

Everyone is still at the tower chatting with one another, Tony spotted Janet talking with Bill Foster, he walked up to her as he needed to talk to her about his guilt, Janet spotted Tony walking up to her, she broke off her conversation with Bill as she has somethings to say to Tony.

"Janet, I..." Tony got cut off as Janet slapped him.

Everyone in the room saw Janet slap Tony on the face as she has tears in her eyes.

"This is on you, Tony! If you didn't bring Ultron in the first place, then none of this would be happening, Hank would still be here if this never happened. What happened to Hank, to everyone, it's on you, Tony Stark!" Janet is very mad at Tony.

Bill came up to Janet and took her away griefing, Tony said nothing after Janet finished saying what she needed to say, Peter came up to Tony who looked affected by Janet's words.

"Give her some time, Tony, she didn't mean to say all that." Peter told Tony.

"Yes, she did, and she's right. This is all my fault, I brought Ultron into everyone's live and so many people paid the price for my actions, including Hank." Tony blames himself for everything.

"The important thing, Tony, is that this never happens again." Steve told Tony.

"Don't worry, Cap, it won't happen again." Tony assured Steve.

"Good." Steve told Tony.

"Which is why I'm quitting." Tony told Steve.

Everyone in the room heard Tony saying those word of quitting the team.

"As of right now, I've resigned from the Avengers, effectively immediately, Iron Man is done." Tony has quit the Avengers.

Tony Stark walks out of the room and takes the elevator after he announced to the whole team that Iron Man has resigned from the Avengers.

"Great, no Iron Man, so what's going to happen to the team? Do we all just walk away?" Carol is wondering the fate of the Avengers.

"No, the Avengers will still live on, Earth still need us, it's our duty as heroes and we won't let them down again." Steve told everyone.

Even without Iron Man, there are more heroes on the team now more than ever to fill in the roster, Peter is thinking about his place on the Avengers and his duties as the Friendly Neighborhood Spider-Man, made his decision.

"Cap, there's something we need to talk about." Peter wants to tell Steve something.

Steve is willing to hear about what Peter has decided concerning his status as an Avengers.

(Later)

It's nighttime at the tower, most of the guests have already left with a few staying, Peter is about to leave and walks with Steve after their talks.

"Are you sure this is what you want, son?" Steve asking Peter.

"I'm sure, I love being an Avenger but I'm still the Friendly Neighborhood Spider-Man, this city needs me more than ever. But if the teams ever needs my help, I promise you, I'll be there." Peter told Steve.

"I understand, then we'll put you on as a reserve, that way you still have a place on the team." Steve told Peter.

"Thank you, Steve." Peter told Steve.

Peter and Steve shake hands before Peter got into the elevator and left the floor, Spider-Man is now a reserve member of the Avengers, he'll get to be the Friendly Neighborhood Spider-Man more offer and still work with the Avengers from time to time.


At Pym Laboratories, the company is now owned by Janet since she's Hank's wife, Janet and Bill are storing away the Ant-Man suit that's once belonged to Hank Pym, Janet closes the glass case and took one last look at it, the suit reminded her off her husband Hank.

"Goodbye Hank." Janet says goodbye to Hank.

Janet and Bill walked away together leaving all of Hank's stuff here, she took one last look before she shuts off the lights to the lab.


Back home in Queens, Peter is sitting outside his home thinking about the things Hank said to him about finding someone he belongs with, even though Janet and Hank's marriage was short lived, they've loved each other till the end. He still thinks about Gwen everyday since she left him to live with her family in London, and now there's this sudden kiss Mary Jane gave him before he left to fight Ultron.

"Hey Tiger." Mary Jane surprises Peter.

"Oh, hey MJ." Peter says to Mary Jane.

"Sitting all alone?" Mary Jane is wondering.

"Yeah, I just needed to be alone, it's been a hard day." Peter told Mary Jane.

"I know, I'm sorry about Hank, I know that you where there when he..." Mary Jane hesitate to finish that sentence.

"Yeah." Peter told Mary Jane.

"Well, I guess I'll go and let you have some time to yourself." Mary Jane told Mary Jane.

Peter watched as Mary Jane is walking back to her home.

"MJ, wait." Peter told Mary Jane before she leaves.

"What is it, Tiger?" Mary Jane turns back to Peter.

"Listen... about that kiss..." Peter is blushing.

"Oh, don't worry about it, I thought that I wasn't going to see you again and I wanted to give you something before you left. It didn't mean anything, right?" Mary Jane told Peter.

"Yeah." Peter told Mary Jane.

"Well... see ya around, Tiger." Mary Jane smiled at Peter.

"Yeah... you too, MJ." Peter told Mary Jane.

Mary Jane then walks back to her house leaving Peter alone, they both still feel something for each other that has been there ever since they've first kissed, but they've decided to remain friends. Mary Jane has gotten into her house as Peter pulls out his phone, he dials Gwen and holds the phone to his ear as it rings.

"Hello?" Gwen calling back.

Peter smiled as he heard her voice again. "Hey Gwen..."

Note: Please write comments or reviews about this chapter and tell what you like about it, thank you for reading the story.

Volume II has ended... to be continued in Volume III.