SHIELD Helicarrier

We see SHIELD technicians fixing the Helicarrier as we see Nick Fury, Maria Hill, Phil Coulson, and Jamie Rhys looking at the screen of Iron Man.

Fury: (Through Screen) Fury to Iron Man. I don't know how you did it but congratulations are in order, Stark. All those discs around the world have disappeared and so did some of the robots and fighters.

Iron Man: (Through Screen) Well, it wasn't just me it was our Wildcard that saved the day. Now we're not outta this yet Kang needs to be stopped. Do you have Kangs ship in those exact coordinates?


Outerspace

We see the Ship Damocles coming at Earth as we hear radio chatter from Iron Man and Nick Fury.

Fury: (Through Radio) We've got eyes locked on the coordinates you gave us, can confirm there's a big o!' ship in high orbit.

Iron Man: Thanks for telling me what I already knew, Fury. Now if there's anything else-

Fury: There is. That base is on the move.


SHIELD Helicarrier

Fury: My people are reading a massive energy buildup. That thing's gonna fire and I'm guessing that, when it does, it's not gonna be pretty.

Then we see a screen photo of Iron Man as he agrees to stop it.

Iron man: Understood fury. We'll get right on it.


Avengers Mansion

The call had come not long after the Avengers put the finishing touches on their plan, one that involved infiltrating Kang's warship and putting an end to the Conqueror before he could make another move against Earth. With his armada gone, it was a big step closer to victory, but knowing Kang the Avengers assumed he likely had another trick or two up his sleeve. It was then paramount that they attack Kang directly in order to put a permenant halt to any future plans of conquest.

After several hours of careful planning, meticulous calculation, and a lot of fabrication on Tony's part, they were ready.

With an ensemble of six Ultron units flanking the access ramp to the Quinjet, the Avengers made to board in serious style. Tony had gone all about crafted space-graded protective suits for every member of the team, utilizing his own Iron Man armor as a base.

Everyone from Wasp to the Thor had their own custom design; a potent protective layer of armor complete with a rebreather mask allowing them to survive in the vacuum of space. Hulk had a fresh pair of shorts made in black and red, a power pack containing his personal rebreather wrapped around him. Ant-Man's suit adapted his particle regulator enabling hm to still shrink and grow as needed, while Wasp had a pair of electromechanical wings fitted to her back. Iron Man was clad in his own personal Mark VII-series Space Armor while Captain America, Hawkeye possessed metal variations of their normal suits and Generator Rex... Well after some scans of the suit they now have a new mode As it was Space Mode for obvious reasons as it kept his color scheme but had a lot longer air needed for space and Rex had to keep from bursting with giddy glee at how cool it all was.

He was reminded of a movie he once watched as they boarded the Quinjet together, as a team, taking seats in preparation for liftoff as the Ultrons made ready to take flight in formation alongside them. A band of heroes determined to stand against the oncoming Armageddon and dare to save the world. Despite the odds, it was all so very cool in Rex's eyes. The time had come to stand for the world.

The time had come to take the fight to Kang.


Aboard Damocles

The bridge of Kang's flagship was bustling with frenzied activity. Crews drew up battle plans as topographical imagery of Avengers Mansion appeared on the forward view screen, while cyborg technicians worked feverishly on panels, consoles and junction boxes, lines of green techno-code scrolling past them on holographic interfaces. The chief officer turned and knelt before the hovering time chair near the back.

XO: Lord Kang, the technicians report the coding grid is over ninety percent rewritten.

Kang: And the target?

XO: We have acquired the coordinates for Avengers Mansion. Targeting systems have a confirmed lock.

He affirmed. Looking ahead at the building he now hated with a passion, Kang's mouth curled into a snarl.

Kang: Fire.

As we see outside the ship energy blasts fire at Avengers Mansion as Kang had enough of losing to the Avengers. Especially Generator Rex his defeat at every step was caused by him. At first he would've called him primitive but now rival. His suit was way interesting, it granted him many modes and Hacking abilities but it seemed way out of place for something like that to exist in the Timeline.

Was it hidden on earth? Did someone give it to him? Everything was weird now, he never had this much trouble defeating his enemies in his timeline. Now... they humiliated him personally, destroyed his Armada. Now the Avengers will feel his wrath.


Back on Earth

Launching out of its subaquatic hangar at supersonic speed, the Quinjet powered through the air straight up, the craft completely vertical as it shot up into the skies. Pressed back into their seats, not even Tony's advanced tech could protect them from powerful g-forces.

Captain America: How much time do we have?

Cap questioned, attempting to determine their ETA. Suddenly, brilliant beams of light from above streaked down, Tony jerking the Quinjet out of the way with, sharp violent motions that allowed them to narrowly avoid impact.

Iron Man: Not enough evidently!

He replied as the rest of the team recovered.

Wasp: What is it?!

Wasp fearfully asked. Popping open his viewport, Clint glanced out and looked behind him as he watched the beams of light move until all three of them paused over the same spot: Avengers Mansion.

Hawkeye: It's a targeting beam, like a laser sight. A really, really big one. Can you tell where it's aimed at, Stark?

Iron Man: Uh, yeah... At us.

Rex: Kang must really be getting desperate, if he wants us obliterated in one shot.

Ant-Man: But we're right over the city! A blast that size would destroy everything!

Hawkeye: I don't think Kang cares about collateral damage, Pym. Rex is right, he wants us gone, no matter who pays the price.

Rex: Then we get his attention, make him follow us out over the Atlantic.

Ant-Man: The impact could still generate a tsunami that would wipe out New York.

Hank replied with a shake of his head.

Generator: No matter what we do, people are going to get hurt.

Generator ruefully determined.. Suddenly, the rear hatch snapped open and the Avengers turned to see Thor standing ready to depart.

Thor: Nay.

He vowed, darting out and taking flight.

Wasp: Thor!

Janet cried in alarm, watching as the Asgardian streaked past the Quinjet and took flight ahead of them.

Iron Man: Woah! I've never seen him fly that fast!What's he doing?

Captain America: He's saving us all.

Wasp: But... how's he going to stop it?

Hawkeye: I dunno, his body?

Hawkeye mused offhandedly. He stopped talking suddenly, as a deathly quiet falling over the team as they collectively realized the grim truth behind his remark.


In Space

We see Power conduits along Damocles began to ignite, running down the length of the bow and culminating at a central emitter as a powerful energy beam was unleashed.


On Earth

We see Thor watched the beam come barreling towards him, charging in Mjolnir with such power his hammer glowed blue with magical lightning.

Thor: FOR MIDGARD!

He roared, surging ahead and striking the incoming beam hammer-first, the massive explosion that followed blinding the Avengers.

We see the Asgardian's body plummeted to Earth, limp and flailing with smoke trailing from his scorched armor, almost smashing into the Quinjet had it not been for Tony's reflexive maneuvering. He kept falling out of control, tumbling wildly.

Wasp: He's still falling! We have to go back!

Iron Man: We can't. Thor bought us a chance. We have to keep going before Kand fires again.

Everyone on the team didn't like neither did himself as they continue their journey to space and defeat Kang. Hank, however, would not let his good deed go unrewarded.

Ant-Man: (In his Comms.) Ant-Man to Ultrons One and Four, break off and catch Thor!

He ordered into his comms, Two of their designated six-man flankers moved to obey, catching the Asgardian before he could hit the ground.

Wasp: Thor...

Janet whimpered, clearly worried about him.

Rex reached over, placing a reassuring hand on her shoulder.

Hulk: Goldilocks is tough. He'll make it.

Hulk remarked, trying to cheer her up.

Iron Man: Say something, Hank. Is he alive?

Taking a moment, Hank listened and analyzed the incoming report from the Ultrons.

Ant-Man: The Ultrons have him. He's comatose, but he's alive.

He announced, a sigh of relief leaving most of the team. They were grateful to know their ally had not entirely given himself for their success.


In Space

Thanks to Thor's intervention it turned the tide, his defense was enough to send Kang's laser burst streaking back towards Damocles. The salvo impacted the shields, sending rippling shockwaves back through the warship's sensitive electronics and causing power disruptions throughout Damocles. Kang felt his entire vessel shudder.

Kang: Report!

The chief officer attempted to reboot the core systems to no avail.

Chief Officer: I... I-I don't understand! This era's technology... i-it isn't capable-

Kang: What. Happened.

Kang demanded, calmly and coolly, but with a very deadly edge to his voice. The officer turned, swallowing nervously.

Chief Officer: Something deflected the Damocles weapon, sending it back at us.The weapon is offline.

With a frown, Kang looked to the perimeter sensors, his gaze boring into the image of the rapidly-approaching Quinjet.

Kang: The Avengers.

Someway, somehow they had managed to score yet another point in their favor by deflecting his orbital beam. He had no idea that Thor's gambit had paid off so well.

As the Quinjet passed through the stratosphere, breaching into the vacuum of space as they encountered a distant sword-shaped vessel looming before them. From within, kang spied them approaching,

Kang: Launch scarabs! Destroy them!

From concealed hangars along the hull of his warship, several squadrons of his robotic fighters emerged and took flight, zeroing in on the Avengers and Ultrons. Energy blasts of green, blue and red filled the dark fo space as opposing forces clashed. With Tony at the controls and Cap on forward weapons, the Quinjet tore a path through the attacking scarabs as the hull shuddered and rocked with passing strafing runs.

Wasp: So uh this seems like it's going bad!

Hawkeye: Really, I don't wanna backseat drive or anything, but you might wanna consider shooting back!

Hawkeye added, bracing himself as another violent shudder rocked the ship. In response, Tony toggled a switch on his console which transformed a side of the vessel into a targeting array complete with control functions as Clint's chair swiveled to face it.

Iron Man: Be my guest.

Iron Man causally offered. Taking the controls, clint quickly got acquainted with the roof-mounted quadlaser turret.

Hawkeye: Cool.

He breathed with a grin. The omni-directional nature of the turret allowed him to quickly unleash 360 degree fire on all the scarabs swarming them, aiding the Ultrons in cutting through their ranks.

Iron Man: Generator, status report, anything happening with the ship I should know about?

Tony wondered. Pressing his Rex's hand to the metal, Generator technopathic senses quickly revealed the inner-workings of the Quinjet, including those that did not show up on scanners and sensors.

Generator: Shields are holding, all systems nominal and in the green. We should make it to Kang's warship without issue so long as we can get past these things.

Ant-Man: That might not be possible, only two Ultrons left!

Hank cried out, watching as another friendly blip on their radar suddenly vanished.

Captain America: We're not gonna make it like this!

Steve concurred with a grunt before Tony abruptly stood.

Iron Man: Agreed. Take the controls.

He responded, an identical control stick unfolding from Cap's terminal.

Iron Man: Let's go you two.

Iron Man ordered, a hand on Generator Rex's shoulder while his gaze was fixed on Wasp. Suddenly startled by the prospect of leaving the current safety of the Quinjet, Wasp swallowed nervously.

Wasp: Uh... you mean Hulk, right?!

She asked with a nervous laugh.

Thirty seconds later, she, Generator Rex and Iron Man were flying outside the jet.

Wasp: This is crazy! And I've seen crazy!

She said but all her worries dissipated the moment she stopped and turned around. The bright blue of the Earth consumed her entire view, a spectacle she'd only ever witnessed from historical images and telescopic playback. To bear witness to this amazing view of her home, her world, it was breathtaking.

Wasp: I cannot believe I'm in space..

Rex paused, floating beside her as he took in a sight he'd only ever dreamed of seeing. He always thought those early astronauts were so lucky to have seen this but he never ever thought that he would be able to savour it one day too.

Rex: The photos don't it justice.

Casting a glance at Janet, her blue eyes met his.

Rex: We need to do more space missions.

He determined, smiling a little. She returned it.

Wasp: Totally.

Janet agreed. The moment lingered, such an incredible display shared by the two of them. Generator monitoring Rex's Heart beat as it beat hundred miles. Rex longed to reach out and hold her hand, but he knew he could not...

Iron Man: Jan! Rex! Focus you two.

Tony barked into his comms, shaking them both out of their moment.

Iron Man: We have to clear a path for the others. Jan, I've designed your space armor to work with your stingers. Now we gotta clear a path for the others.

Generator just then created Rex Gun for Rex much like how Marvel use to create his weapons.

Rex: WOAH?!

Generator: What? You think I would not have a Space made suit without Weapons for defense?

Rex: Generator... You made my day.

Rex with a grin as he looks at the two after ready.

Wasp: Then let's do this.

She determined, the pair taking off with Tony in hot pursuit of the scarabs. Taking the lead, she charged up a pair of biostings and struck two of the fighters, destroying them both instantly. To her surprise, she looked down at her hands, hands that used to launch stings that barely left a scorch mark behind.

Wasp: Heh, now we're talking!

Working in conjunction with Iron Man and his repulsors, she unleashed torrential bursts of searing energy that blew scarabs to pieces.

Generator took a far more hands-on approach, grabbing a scarab and hijacking it with his powers. The fighter now under his command, he raced around strafing and shooting down its fellows, providing an additional edge to the team's defence. From behind we see two scarabs fired at Rex. He used his gun and fired back landing two hits before listing left and crash in the other Scarab and cause them to explode.

Rex: Alright!

Within the Quinjet, Hawkeye tracked, aimed and fired on scarab after scarab. Each one he locked on to was destroyed seconds later.

Hawkeye: Yeah! That clinches it, I'm a good shot with anything.

Captain America: How about you find us a place to land this bird, 'eagle eye'?

Cap cut in, doing his best to fly with skills he learned during World War Two. Exchanging his targeting computer for a scanner, Hawkeye watched carefully as Cap flew a pass across the length of Damocles.

Ant-Man: There! An airlock.

Ant-Man suddenly pointed out a pair of sealed sections before Hawkeye could.

Ant-Man: I'm guessing they're not going to just open the door for us, though.

At that, the archer had an idea.

Hawkeye: Hulk... why don't you knock.

He suggested, the green giant grinning in response. Leaving the ship, Hulk lunged off the hull and allowed his weight and momentum to carry him towards the airlock, his speed constant and his weighty strength enough to demolish the twin doors upon contact. Tearing them apart, the sudden vacuum tore them off the ship entirely as Hulk managed to hold his ground despite the sudden pressurization changes.

Captain America: Iron Man, Wasp, Generator Rex, we're going in.

Cap reported, easing the Quinjet inside the hangar space as the Ultrons followed. The trio made to follow, racing towards the opening, until a violet force field arose that cut them off from the rest of the team.

Wasp: Hey!

Wasp cried out in surprise as she flew right into it.

Iron Man: Guys, we're cut off! A forcefield sealed the breach.

Tony quickly informed the others.

Generator: Not to worry, Stark. Gimme a second and I'll bring it down.

Generator promised, floating to the side of the ship and placing his hands against its hull. What should've taken a moment took far longer as Generator was suddenly struck by something very different.

Damocles was not like the rest of Kang's tech.

Generator: Well now... this is interesting.

Iron Man: What is it?

Generator: Kang's implemented a scrambler program to his ship's basic coding.

Wasp: What's that mean?

Generator: Every few seconds, a subroutine completely rewrites the ship's code from the ground up. He's not using Earth-style coding anymorem, he's running a lot of that alien data from his chair. It's an algorithm, an advanced one. This has to be future tech.

Iron Man: Can you decipher it?

Generator: It's... very advanced. Makes things a little trickier...

Generator replied, his words staggered as he did his best to focus. The data was familiar but changing constantly, making it difficult for him to learn any one program. Finally, a familiar program crossed his senses and he latched on, following the threads through the door controls until he had complete mastery over its functions. The force field lowered just enough to allow them entry.

Generator: But not too tricky. Lucky for us, I have the edge of knowing his tech in advance.

As everyone breathing a sigh of relief.

Rex: Great! So you can control his entire ship then!

Generator: Uh, not exactly.

Generator countered as they floated inside.


Inside the Hangar of Damocles

Generator: This new scrambler is tricky. I can only learn and control one subsystem at a time.

The force field restored as did atmosphere and gravity, the four dropping to the floor as the other Avengers disembarked the Quinjet.

Hulk: That was fun.

Hulk mused, dropping his rebreather as the team assembled. Their own protective visors fading as normal oxygen filled their lungs, all of them equally thankful that Kang seemed to breathe the same substances as they did.

Hawkeye: So what now?

Hawkeye asked, drawing his bow.

Captain America: We take down Kang.

Any-Man: Oh yeah, that's right, I forgot. Violence first.

Ant-Man sighed. All of a sudden, a hypersonic blur slammed into Hawkeye and sent him flying across the room, driven into a wall before he hit the ground hard.

The team whirled around, the blur bowling over

Captain America and racing around the team in a hot hurry, moving so fast that none of them could accurately pinpoint it.

Iron Man: Spread out!

Iron Man ordered, the team quickly fanning out to try and get a bead on their attacker.

They finally did when it came to a halt atop the Quinjet, revealing the form of an armored man with a sword. Clad in purple and black, his garb seemed to match the futuristic tones of Kang's armies... And he was not alone.

Two others stood with him, one clad entirely in green and warmed with a rifle, the other much bigger, his face exposed and a giant mace in his hands. Little did the team know that they were the fearsome members of Kang's elite guard. Baltag, the commander, Kordok, the bruiser, And Villius, the assassin.

Baltag: Kang the Conqueror welcomes you to Damocles base. It will be your tomb.

Taking aim he fired his rifle, a powerful emerald energy blast tearing up the ground around the team as they scrambled to react. Kordok and Villius disappeared into bursts of light, reappearing on the ground moments later.

Ultron: Warning, localized time-flux in progress. Engaging threat, engaging-

His vocoder cut short when Villius' blade sheared him in two. His body fell apart as Hank stood with the remaining Ultron.

Ultron: This behavior is unacceptable.

It intoned, charging its mouth-mounted beam cannon. Promptly hammered aside by Kordok's mace, Hank shrunk down to avoid getting hit, confusing the monolithic bruiser.

Hulk: Hulk-!

The gamma giant came crashing in front behind, attempting to pounce on Kordok and take him down. But a split second before he could make contact, Kordok vanished in a burst of light, hulk crushing the ground beneath him.

Hulk: Smash?

He finished in a confused tone. Turning around, the giant found Kordok waiting for him, his mace slamming into Hulk and smashing him into a far wall.

Rex: Hulk-

Rex was then blasted by Baltag as he fired while Rex was distracted by Hulk fly over him before setting his sights on Iron Man.

Iron Man took flight and attacked Baltag with his repulsors, each beam passing through the armored guard before he turned his rifle on the Avenger and shot him down with a single blast.

Iron Man: Does anyone have a lock on these guys?!

Tony asked as he crashed unceremoniously into the ground.

Captain America: Negative!

Cap responded as he shielded himself from another incoming blast from Baltag's rifle. Wasp moved in for a strafing run at the same time Hawkeye loosed an explosive arrowhead. Baltag immediately teleported away, Hawkeye's arrow exploding against the far wall as Wasp paused, confused.

Wasp: Where'd he go?

She wondered aloud. Down on the ground, Hawkeye had bigger problems as Villius arrived to challenge him. Drawing his bowstring taut, he made to take aim only for the assassin to circle around him, moving faster than Hawkeye could track as the Avenger struggled for a clean shot. Generator Rex watched, his gun in hand, waiting and thinking.

Rex: (Telepathic) How is this possible?

Generator: (Telepathic) Advanced Technology! I can feel it.

Every time one of these three acted, he could sense technology flare to life. Clearly these abilities were wrought from some futuristic technology and he would need a moment to figure them out.

Generator: (Telepathic) Luckily knowing Kang's tech helped out and it appeared these three do not have code scramblers involved. But without a physical touch, it would take a great deal of concentration in order to control.

Rex: (Telepathic) So we have to wait for our moment?

Generator: (Telepathic) Exactly!

So they withdrew, quietly so, and stopped to focus and await to touch them.

Hulk lunged for Baltag at the same time Captain America charged Kordok. It seemed the two Avengers had the drop on the elite guardsmen. But in a flash of moment incomprehensible to the naked eye, Baltag and Kordok had repositioned and Captain America slammed right into Hulk, knocking him over. At the same time, Kordok spotted Hank's minuscule form leaping towards him. With a wave of his hand, he batted Ant-Man aside, knocking him to the ground before placing half of his foot over his body, effectively pinning him.

Hawkeye had missed his mark and villius took full advantage, smacking the Avenger around with his fists before his sword knocked his bow from his grip and he held Hawkeye captive with the tip of his blade leveled at his throat. Wasp quickly closed in to attack.'

Wasp: Get off him, freakazoid!

She cried, unleashing a series of biostings that tore up the floor around villius. Baltag was already moving, a burst from his rifle knocking Janet out of the air and sending her tumbling into Rex, who caught her and eased her down.

Rex: Jan! You alright?

Wasp: Nothing an ice pack won't cure.

She replied with a groan. Rex looked up as Kordok drove his mace into Iron Man's back, subduing the armored Avenger while Baltag casually threw Hawkeye to the ground.

Generator and him was the only ones left.

Standing tall, Rex exhaled slowly, believing his plan to be in place. It was now or never. He assumed a ready stance with his gun until it transformed into a batons and Rex gripped tightly as the elite guardsmen closed in.

Baltag: The primate wants to hit us with sticks.

Rex: And I'll be doing plenty of hitting.

Rex responded, quickly moving between them and Wasp.

At once, the three lunged towards him.

Almost as soon as they did, the two stopped.

Generator's mind had discerned the tech allowing the three to move as quickly as they did and had decided to play a little role reversal, freezing them in place.

Generator: Hey do you want to see something cool?

With all three members perfectly placed before him, Generator used Rex separated his batons into their individual irons, six pieces hovering around his hands.

A simple gesture from his hands and sent all six flying in a hyper velocity orbit around the three, each iron impacting with their heads one by one as Generator rained a metal hailstorm upon them, denting helmets and shattering visors with a relentless barrage that last quite a while. Only when he was satisfied did he recall his irons, and formed his batons, with a snap of his fingers.

Rex: What was that?

Generator: You like it? It's one of the perks in Space mode your weapon can be created with whatever your thinking and can control it. The suit has Grav-boots, Mag-boots, has rebreather masks, and so much features that I won't bother saying because we're on a tight schedule to stop Kang.

Rex: Why didn't you do this earlier before our friends were all knocked down?

Generator: ... I didn't have enough data for the three.

Rex raised a brow at his partner AI excuse, the concussed elite guard felt to the floor in a heap, groaning and moaning from the blunt-force trauma inflicted to their heads.

Generator: And now for you handle.

Generator forming a staff, Rex immediately understood as he advanced on Villius first.

Rex: Strike one!

He announced, bringing his staff crashing down into his head, driving it into the floor and knocking him out cold. Then he lined up Kordok.

Rex: Strike two!

He yelled, winding up and delivering a powerful smash with his staff that supplied enough force to break his jaw, leaving it to hang loosely as he slumped over unconscious.

Rex: And Strike three!

Rex roared, bashing Baltag upside the head with enough force to roll him over, the elite guard commander laying still as an open gash was revealed beneath his mauled helmet.

Planting his staff against the ground, Rex huffed in contentment.

Rex: Tired of these future-types thinking themselves superior.

The Avengers slowly recovered, quite stunned by their sound defeat by Generator Rex hand.

And Rex quickly helped Janet to her feet as the team regained their bearings.

Hawkeye: Would've been nice if you'd done that earlier.

Rex: That's what I said!

Generator: A 'you're welcome' would be nice. Besides, needed a minute to calibrate their tech.

Iron Man: Nice job, you two. Tony applauded as his armor recalibrated.

Iron Man: Now with these bozos out of the way, we can work on taking down Kang.

Captain America: Agreed. Now we just have to find him. Doctor Pym, go and check on that Ultron unit, see if he's functional.

Hank moved to obey as Iron Man and Generator Rex moved on the nearest doorway.

Iron Man: Think this is it?

Generator: Has to be.

Iron Man: Can you open it?

Generator: I can... but I'd like to override the security on the other side.

Generator as he walked over to an access panel and pressed his hand against it. Once again the haywire nature of Damocles' scrambled codexing system filled his mind and he knew he had his work cut out for him.

Generator: I'll just need a moment...

He breathed, closing his eyes as his senses began to seek out familiar connections within the door's control network. As he did, Hank approached with Ultron in tow.

Ant-Man: Ultron is operational. A little banged up but nothing too terrible.

Captain America: So now what?

Iron Man: Now we wait for Generator to bypass Kang's security.

Iron Man responded, crossing his arms.

Hawkeye: You sure we can't just blow it open? I've still got some explosives left.

Iron Man: The further we get in undetected, the better. Kang's ready for us, but we have to make sure he plays by our rules.

Ant-Man: Couldn't we just try knocking for once?

Wasp: Or we could pretend to be Girl Scouts. Everyone opens the door for Girl Scouts.

Iron Man: You're not helping, Jan.

Wasp: Hmph.

Janet huffed. Approaching the door she looked up into a spherical design that could've been a camera for all she knew.

Wasp: Hi! Could you please open the door? I have cookies...

She politely asked with a sweet smile and an innocent wave as Tony facepalmed as he couldn't believe his teammate would result to this.

Iron Man: Great. Last thing we need is Wasp going nuts.

Captain America: While we're waiting on him, we should plan our next move. Kang is likely in control of this very ship so we should locate the bridge.

Ant-Man: Wait, if we find the station's time drive we can end all of this right now. Just like with his battle platforms, we destroy that and this whole base, Kang included, will disappear. The war will be over.

Cap and Iron Man liked the sounds of that.

Iron Man: Okay, but how do we find it?"

Tony asked. At that, Hank turned to the restored Ultron unit.

Ant-Man: Ultron Five, scan for tachyon particles. The other drives were giving them off big time.

He told the others. Ultron's eyes began to glow as sensors swept across the area, scanning for the minute particle Hank had directed him to locate. His head swivelling from side to side, Ultron eventually fixed his gaze on the same door Generator Rex was working on.

Ultron:Tachyon source detected. Locating...

He intoned, approaching the door.

Hulk: Huh. Useful toy.

Hawkeye: Creepy-looking though.

Ant-Man: It's not a toy and it's not creepy. It's designed to look like an ant's head.

Rex: Yeah, if an ant wanted to look like the friggin' Terminator.

Rex said without looking. Hulk and Hawkeye shared matching incredulous looks.


Damocles Bridge

Aboard the bridge, the frenzied activity escalated beyond normal capacity, crews and technicians running this way and that as multiple alarms sounded continually.

Officer: The elite guard is not responding from the airlock breach! Intruder alarms on Deck Seventy-Two!

The chief officer reported and Kang was not amused and the further insistence of the Avengers was pushing his temper to the breaking point.

Kang: I want confirmation, now!

He thundered, clenching his fists until his knuckles cracked.

Damocles Officer:Yes sir!

The officer quickly replied, scrambling to pull up data.

Kang: I will not be beaten by a bunch of Neanderthals!

Kang growled as he stands up.

Kang: Send the legions to the airlock breach now!

Damocles Officer: Right away sir!

The officer affirmed, cueing up a transmission broadcast.

Damocles Officer: (Throughput Ship Communications) Attention C-Block and D-Block divisions, mobilize on airlock breach in sector fourteen, scramble heavy weapons! On the double!

He ordered. All of a sudden, the displays began to flicker across the bridge, fizzling with static as their core systems ran amok.

Kang: Report.

Kang growled, frowning as yet another disturbance put a wrench to his careful plans.

Damocles Officer: I-I don't know sir! There appears to be a calibration issue with-

He abruptly stopped as all the screens shifted to the depiction of a soundwave chart, which began to flex and shift as a familiar voice came through and was heard across the bridge.

??? #1: (Through Ship) Hello, Kang.

??? #2: (Through Ship) Are you ready to call it quits today?

The Conqueror grew wide-eyed at the voice, knowing it well

Kang: Generator Rex...

As he growled and narrowed his eyes in anger.


In Airlock

In the airlock, the Avengers heard Generator and Rex's voices suddenly ring out from positions in the roof and turned towards the technopathic comrade. Startled, they watched as Rex dripped from his nose while his eyes remained closed and his expression stayed passive.

Rex: That's right, we hijacked your ship's communication capabilities. Our very thoughts are now filling your airwaves.

The team watched as his lips remained pursed together, his words spoken on a telepathic level.

Generator: Your troopers here in the airlock weren't much good once I learned their tech. The same could be said of your ship. I gotta admit, I'm impressed with your scramble-coding. I didn't think codexes were capable of such things, makes life a little harder for us to get through.

Rex: Just a little harder. We've still got the edge and it only takes a little while longer for me to learn to control everything. I want you to remember that, especially when we break down the doors to your bridge. It's over, Kang. You're just on borrowed time now. When we find you and stop you, and we will, you're gonna be spending a very long time here in the twenty-first century. So you better get used to it.

The Avengers took it all in, most of them impressed with Generator Rex's gutsy move.

Ant-Man: Should we be worried?

Wasp: No, silly, he's one of us. He's an Avenger.

Despite their focus and not even looking, Rex smiled.

Generator: Here, let me help you get used to our timeline. Accessing Earth's musical database...

He said, using Damocles' multiple hardpoint terminals to interlink with Earth's internet. It was fairly easy once he was connected and once he showed Rex what he found the song he had in mind.

Rex: Generator... Hit it!

Generator: Here's a Classic.

Generator not wasting time hit the song of his choosing and we hear some Motörhead music. More specifically Motörhead, Rock N Roll.

Upon hearing this Wasp and Hawkeye were struck with gut-splitting laughter, doubling over helplessly as they guffawed at the implications. Hulk smirked, as did Iron Man, knowing exactly what was up despite it not being their type of humour. Ant-Man, on the other hand, sighed and facepalmed while Captain America raised a brow in total confusion.

Hawkeye: (Laughs Hard) You... Y-You... You 'rickrolled' him?! That... That's going in the history books.

By now Janet was virtually on the floor, rolling around and crying from laughter as the music cuts out.

Wasp: Oh man... Oh geez...

Wasp: I... hoo... I'm gonna need a minute...

She chortled, struggling to recover.

Wasp: That, that was funny!

She giggled. Finally opening his eyes, and Rex rose with a smile.

Generator: Eh, I felt like he needed to learn how we Avengers save the world in Style.

Rex Feeling somewhat lightheaded, and braced himself against the wall Tony came by him and help him.

Iron Man: You alright, champ?

Rex removed his helmet as it went into his suit and we see Rex wiped away the blood from his nose with the back of his wrist.

Rex: Yeah... Yeah, I'll be fine.

He breathed, pausing to regain his bearings.

Rex: Now... let's change the music to something a little more appropriate.

Rex said determined as Generator and Rex then stop the music abruptly halted and changed as Rex help adjust the track setting. The access doors slid open as the opening guitar riff from Rock N Roller by Kaleo as it filled the hall and possibly the entire ship.

Generator Rex stepping forward under their own powers as they felt the various sensors and systems in the hall come alive within his senses. Ultron started walking beside him, tracking the tachyon particles coming from the time drive.

Rex: This way.

Rex said as he led ahead of the team to where they needed to go.

Damocles Speakers: You say you wanted to be. Another rock 'N' roller. And now your money's gone And you've got nothing to show for. You leave nothing behind. And you know that it's over. You want to beat them all. Do you have what it takes son, what it takes son. Rock 'N' Roller...

As the song continues throughout the ship the team kept moving. Until they suddenly spied armed soliders approaching them from the far end of the hall, clearly Kang had sent more of his forces to detain them. The Avengers made ready for battle, all except Generator Rex who kept walking casually towards them.

Wasp: Uh, Rex?! Generator?!

Janet called after them. But they did not respond.

Iron Man: Rex look out!

Tony cried Again, but Rex and Generator kept moving ahead.

Generator: No worries we got this.

Generator said as the continued, approaching Kang's troopers head-on. Suddenly, a defence grid split the hallway, cutting Kang's forces in two as several were trapped in an electro-web and shocked into unconsciousness. The rest, suddenly recognizing the fate of their comrades, were unprepared for Rex then summoned his gun to him and fired stun energy shots at them as they fall to the ground before it turned into a staff and Rex pole volted over Kangs troops and stood up as they aimed at Rex he lets go of his staff before it cut into small pieces and spread his arms out. All the projectiles streaked back and forth throughout the ranks, guided by Generator and Rex's thoughts just like the electric grid had been. They ricocheted off walls and slammed into heads at high speed, enough so to knock each trooper unconscious with a single hit.

By the time the last trooper hit the ground, Generator had disabled the defence grid and allowed the Avengers to keep moving. The team looked on in awe, the display of sheer power combined with both Generator and Rex effortless capabilities further enhancing Generator Rex's image in their eyes.

Ant-Man: I still think we should be worried.

Hawkeye: I might be with Ant-Man on this one.

Wasp: Shush you two!

Janet remarked, bobbing her head to the music and smiling.

Wasp: Let him have his moment.

At the moment, she was enjoying the departure from the usual serious stoicism and appreciating Rex's flair for fooling around.

Just like his choice of music in the lab, Janet found herself lovingly appreciating the fresh new angle he brought to the team. Who cared if they were unnerved, she thought he was brilliant!

The team rounded a corner at the same casual pace and caught sight of more of Kang's soldiers advancing towards them. Generator levitated his staff, but instead of sending it to them, Generator ordered a wall-mounted turret to turn and fire, successive energy streams gunning down every newcomer before they could even get close to the Avengers.

Generator Rex was unstoppable! As they caught sight of a heavy torrent being rigged up at the next door, another series of troopers rushing to attack him in its defence. His irons went flying, knocking down every solider one by one, as Kaleo played on.

Generator and Rex: (Simultaneously) I won't work for the man. I won't think like a soldier. You tell your mama so. But she says you're a joker, you're a joker. You wanna get it right. You want to live like they told ya'. You're going to wait a while. Before you get what you came for, what you came for. You've been waiting in line, you've been waiting a long time. Sweet rock 'n' roller ah-ah-ah-ah-ah ah-ah-ah-ah-ah. Rock 'n' Roller...

A guitar solo followed as Generator Rex shot the turret apart with his technological gun, they command causing the next door to open. On the other side, dozens of Kang's soldiers were waiting, armed and ready for battle. The Avengers stopped, startled and not expecting the sudden arrival of such forces.

All, that is, except for Generator Rex.

Generator with a single thought, a force field cover the entrance, withstanding dozens of blaster bolts and protecting the team. Generator then reached out with his senses and activated more defence mechanisms, turning Damocles on its crew as laser grids and power bolts followed the area, reducing the soldiers to heaps of unconscious bodies to the potent power of good Rock Music.

Rex: Now that's how you do it in style. Now what?

Generator: Jan, can you shrink down and scout out the surrounding areas? We should know if Kang has any extras on this boat we should worry about.

Wasp shrinking down and taking flight with her mechanized wings, Wasp darted to his side as she located a ventilation duct.

Wasp: One pair of eyes on the inside coming up!

She promised, diving in headfirst with an enthusiasm that made Rex smile.


Damocles Bridge

Aboard the bridge, the incessant music had driven Kang furious beyond belief. Nothing his technicians attempted could drown it out or mute it and the constant reports from his troops on the lower decks was proving the Avengers were not falling.

And so he made a decision.

Kang: Plot a probable course, I want to know what these invaders are trying to reach.

He commanded his personal terminal quickly raised a map of the subsystems on that deck and it soon became very apparent to Kang that their destination was similar to their prior tactics.

Kang: Hold the line!

He ordered, surging to his feet and teleporting away with a burst of light.


Ventilation System

Wasp zipped through the ventilation system with ease, her small size allowing her to traverse unimpeded as she sought to get ahead of the others and scope out of the time drive in advance of their arrival.

That plan, however, fell to pieces the moment a direct current sucked her into a different vent system and propelled her onwards, wildly and uncontrollably.

Wasp: Whoa!


Elsewhere

Pitched into an open room somewhere on a different deck, she gave her head a shake as she finally regained control of her flight. Scanning her surroundings, she started looking around, slowly turning until she came face to face with someone unexpected.

Wasp: Uh... hi.

A dark skinned woman, contained within a sizzling field of energy, hung suspended in the air. Long black hair trailed behind her white and purple bodysuit, offering a mixed contrast that seemed to make her even more beautiful. Janet tilted her head, studying her soft expression as she remained unmoving.

Wasp: Are... you okay?

???: Princess Ravonna is dying.

A voice declared, Janet whirling around to find three of Kang's guards holding her at gunpoint.

Kang Guard: A victim of the destruction of her timeline. She is not okay... and neither are you.

As he threatened her with his Weapon.


Elsewhere...

Thanks to both Rex and Generator's efforts, the Avengers had blown past Kang's defenders and made their way to the ship's time drive core. A separate room all its own, a massive conduit of golden energy greeted the heroes upon their arrival. It was an impressive sight and they collectively stopped to stare for a moment.

Generator: This is the place.

Hawkeye: Big.

Hulk: I don't care how big it is, it's getting smashed!

Hulk growled, cracking his knuckles. Charging ahead, Hulk threw out a fist that slammed into the side of the core, energized feedback filtering back into him and pitching the green behemoth back amongst his teammates.

Ant-Man: Looks like it's not in the mood to be smashed.

Hank commented as alarms began to blare overhead.

Hawkeye: Oh great.

Hawkeye grumbled, fitting an arrow into his bowstring.

Hawkeye: Hey, Generator Rex! Care to shut up that racket?

Rex: What do we look like, resident IT?

From microconduits on the roof, powerful electrical beams rained down upon the Avengers. Cap raised his shield to defend himself as a bolt struck Ant-Man and knocked him out. Iron Man projected a force field to protect him and Generator Rex while Hulk stood and took the brunt of the beams as Hawkeye took aim and loosed his arrow, the explosive resulting in a chain reaction that annihilated every discharging conduit.

The electric field receded as a second wave of defence came to life. From ports on the wall, several scarab drones emerged and came to life, surrounding the team.

Iron Man: More of these things! Generator, Rex, can you-

Rex: Yeah yeah, give us a sec.

Rex replied with a huff, darting towards the nearest scarabs. Nimbly passing through their ranks, the barest touch was all he needed to assert dominance over their programming and bend them to their will, white light replacing the green coursing through their processors

Even with Generator converting several scarabs to their side, there were plenty to pick from as the Avengers and Ultron moved to attack the scarabs. Hulk plowed into a line and bowled them over, Hawkeye loosed multiple explosive arrows to tear them apart, Captain America's shield sliced through the torso of one, Iron Man's repulsors shredded two at a time and Generator Rex continued to covert scarabs to their side and took a moment to annihilate several with his irons. Battle raged on, but the team knew that their time was limited.

Hawkeye: We need a plan! We can't get past the time-drive shield, what now?

Iron Man: Hank's down, we need to shut down the computer systems, right?

Iron Man agreed, projecting another forcefield to cover Hank's unconscious body.

Iron Man: Generator Rex, get to the controls and interface! We'll cover you!

Generator: I'll try to reprogram it!

Generator Rex affirmed, dismounting the scarab and booking it towards the nearest access terminal. The scarabs closed ranks as the Avengers formed a defensive ring, Generator Rex just reaching for the controls-

???: ENOUGH!

A familiar voice cut through the din and the scarabs broke off their attack, parting ways to reveal the floating form of Kang approaching them. The team tensed, even Generator and Rex turning from his assignment to face the time-traveller.

Kang: You seek to fight me, Avengers? Here I am!

Kang proclaimed, suit refurbished suit brimming with power. Still ready for a fight, the Avengers made ready for whatever Kang could throw at them.

Hawkeye: Hey, you know what? I'm glad Cap's gonna wipe out your timeline.

Hawkeye remarked, priming an arrow.

Hawkeye: Because any future ruled by you has to stink.

Clint took aim and fired in a single movement, his explosive ordinance whizzing towards Kang.

Raising a simple finger, the Conqueror trapped his arrow within a gravity field that allowed him to redirect Clint's shot back at him. Hawkeye dove out of the way as the explosion detonated, pitching him to the ground in a heap.

Hulk lept up to face Kang next, only to be rebuffed by a kinetic field that sent him flying across the room.

Ultron opened fire with his mouth cannon, the beam striking Kang's shield and spreading across the orb-shaped surface. The shield promptly shattered, raining down energized shards that deontated on impact, Cap defending himself with his shield before hurling it like a discus. Another wave of Kang's hand sent it careening away.

The Conqueror enveloped his hands in energy, surging towards Hulk as he landed a powerful uppercut that smashed him into the ceiling, the gamma giant dropping to the floor unconscious alongside Hank and Clint.

Reaching out with his tech, Kang enveloped Ultron, Cap, Iron Man and Generator Rex in force fields, levitating them all to match his eyeline.

Kang: Captain America... you and your teammates have fought well, Steven Rogers. But the outcome was never in question; I will do whatever it takes to ensure the survival of my timeline. The survival of humanity!

Captain America: Then we want the same thing, Kang. We can work together to make sure that happens.

Cap offered, trying to reason with him.

Kang: No! You are part of the problem, not the solution! Conquest is the solution!

With a thought, Cap's containment field dissipated, dropping him to the floor.

Captain America: I've heard all this before, you know? You're not the first would-be conqueror I've fought.

He countered, picking himself up.

Kang: I will be the last, however, Captain. Thought I do enjoy the irony that you, a man out of time, thinks he can beat the master of time.

Kang gloated, approaching him confidently. At his words, Cap cracked a smile.

Captain America: I don't think I can beat you, Kang. And I don't think you're the true 'master of time' either. I think that moniker comes from your ability to control technology.

Kang frowned, staring down as Cap stared back with a simple smile.

Captain America: I think my friend, Generator Rex, the master of technology, can beat you.

At his word, Generator Rex's force field dissipated, and not by Kang's command. Dropping to his feet, Iron Man and Ultron's fields vanished seconds later as Rex aimed his batons straight at Kang.

Rex: Tony, change of plans; you go hack the core.

Generator/Rex: We'll handle Kang./We'll handle Kang.

Iron Man: Cap, tend to the others.

Iron Man quickly ordered as he and Ultron moved on the time-drive, Rex advancing towards Kang while twirling his batons. The Congeuror reached for his belt and Rex threw his baton and sent it hurtling towards Kang, impacting with his helmet and bowling him over.

Kang: You-!

Kang started to say before losing his words to mere growling.

Generator: Cute trick overhauling your ship's coding with that scrambler codex.

Generator remarked, as recalling his Baton.

Generator: Too bad you didn't do the same thing to your suit.

Rex: I may not be smart as my advanced AI and this suit tech is, but I'm a quick study... and I never forget what I've learned.

Kang used his weapons at Rex as he let Generator take over as he blocked all those energy balls with both batons much to the Future Conqueror surprise that his electro balls were ineffective as Rex charged and yells at Kang as he raised his forcefield.

We see Tony quickly Analyzing the time-drive, as he turned to his android ally.

Iron Man: Ultron, prepare to download a data stream.

He ordered, transmitting a file for Ultron to receive. Turning to the down Conqueror, Tony called out.

Iron Man: You know it was nice enough for Generator to upload a complete information package to my suit, allowing me to control your computer systems almost as easily as he does.

Rex then breaks through the force field and jump kick Kang to the ground as Rex allowed Kang to turn and face him.

Kang: You fool... you think any of you can control my station so fluidly?

Iron Man: Well, seeing as Generator did... yes, I think so.

Ultron: Accessing Damocles base computer systems.

Ultron announced, pulling up a digital interface that allowed him to enter the world of Kang's technology, including the crucial controls for the time-drive. Shocked, Kang was lost for words as Tony continued.

Iron Man: Ultron's Al is based on the human mind. It can adapt to your systems faster than anything else on the planet... well, he's slower than Generator, but you get the idea.

Ultron: Damocles attempting lock-out. Overriding...

Ultron reported, the shield around the core shimmering as the Al went to work. Seconds later, the shield shimmered again.

Ultron: Override successful.

Kang: NO!

Kang shouted, He tried to fight but Rex stops him as he swings his staff at Kang as he was hit across the room, Rex moved to intercept Kang.

Rex: I'm willing to bet you're only a conqueror because of all that tech. Without it, you're nobody.

He remarked, gripping his staff with both hands. Kang picked himself up, fixing Generator Rex with an angry glare.

Kang: You wish to test me?

He questioned, summoning a pair of portals to his personal armoury. Reaching in he withdrew a sword and an energy hatchet, primed for hand to hand combat.

Kang: So be it.

With that, he raced towards the technopath, his weapons clashing with Generator staff as the two began a heated duel.

Rex was quick, months of training with Steve and T'Challa had honed his abilities tenfold. But Kang was proving to be powerful in his own right, advanced ideas and futuristic styles from a time Rex had never known. The Conqueror now seemed to be less of a windbag and more like a Genghis Khan of the future.

As they battled, Cap and Iron Man went to work battling the revived scarabs, protecting Ultron as the android went to work developing a stronger connection that would give him greater control over the time-drive. Utilizing the data procured from Generator, Iron Man adjusted the frequency of his repulsors to emit low-range ultrasonic bursts that slowly shattered the scarabs to pieces. He dealt with them as they came, Captain America resigned to a last line of defence for Ultron, they knew it was now or never, they had Kang on the ropes but had not succeeded yet.

It all came down to the choices made in these moments.

Kang proved stronger in hand to hand combat than Rex could've anticipated, the technopath barely holding his own as Kang lashed out with quick strikes and opportunity-opening sweeps. Bracing his staff against both weapons, Rex was on the losing end of the clash, pushed backwards by Kang's amplified strength.

Kang: I do not need technology to best you, Generator Rex. And when you are defeated, I will use my equipment to restore the balance of this fight and I will reign supreme in the end!

The Congeuror boasted.

Kang: This is as I have always said it shall be... inevitable.

Rex: Sure, but you're forgetting something... Generator hacking may be holding your tech at bay right now, making use of one of our abilities... And I can't fight you head on seeing how you beat me... It just means I have to fight dirty...

Kang was confused by that when he sees Rex had a Gun and blasted him and Kang blocked with his Axe but it flew to the Ceiling and Kang stumbled back and sees Rex with his staff.

Rex: Generator? Let's have a good old fashioned Sword fight.

The Staff then becomes a Sword as Rex and Kang Charge again and sparks fly in the air when Rex got behind Kang and slammed his sword side into his but as a love tap much to Kangs anger.

Kang: Why won't you take this seriously?!

Rex: Because that's what you want! And I'm not going to give it to you!

Kang used his sword and sliced the Rex's sword in half and cut part of Rex's helmet as it didn't scratch his face but it did scratch the suit.

Kang: Now I end you!

Kang proclaimed as he raised his sword down on Rex.

Captain America: Rex! Catch!

Steve throws his Star spangled shield at Rex and Rex catches it and as Kang brought his sword down and hit the shield it blocked it and Iron man fire his Repulsor Gauntlet and blasted Kang back and towards his broken drones as he had a tough time to get back up as his clothes were ripped and shorting out.

Rex: And it pays to have team too. Something you don't have.

Kang: I will not be denied my conquest...

Rex: You still don't get it, do you? Look us and look at you, Kang. It's over. You've lost. Look at us primitives who beat you, who rendered the technology you used to conquer others inaccessible.

Generator: The AI who cut you off from your power, the man who took what's yours and made it his. In a way you understand... The Conqueror just got Conquered.

Then Ultron beeps as everyone looks at him.

Ultron: Attention. Kang's base is now ready for chronal travel.

Ultron suddenly announced. Kang looked up, frightened by the news.

Kang: No!

Iron Man: Do it!

Tony ordered. Ultron began the necessary calculations.

Ultron: Preparing to jump Damocles base in five... four... three-

???: Stop!

The feminine voice halted them all and the Avengers jerked their heads to the entrance, shocked by what they saw.

Iron Man: Wasp?

Rex: Janet?

Standing before them, flanked by a trio of Kang's soldiers, Wasp entered the room. Her expression and attitude seemed less than gung-ho like it had been before, something was clearly eating at her.

Rex: What's going on?

Wasp: You can't destroy the time-drive, or jump the ship, or whatever we planned on doing.

She frantically told them. The four paused, confused further by her words.

Rex: But... why not?

Wasp: Because if we do, Princess Ravonna will die.

Janet explained, although it didn't do much good. Tony raised a confused eyebrow as Rex tilted his head in befuddlement and Generator then pops out of Rex's chest with a confused Emoji for his eye.

Generator: Wait, who-now?

Captain America: Who is Princess Ravonna?

Kang: Shoot her! Do it!

Kang roared, however men did not do as ordered, their weapons remaining lowered as they permitted Wasp to continued.

Wasp: Ravonna is the woman Kang loves. When his future got wiped out, she got caught in it, they're keeping her alive, but barely. If Damocles Base travels back to the future, she'll be erased from existence.

The new information piqued the curiosity of the men, almost stunning them in some regards as the entire situation was thrown into a totally different light. Rex turned to the Conqueror, As Kang didn't say anything as he looks down as his suit is shorting out. In some strange way Rex felt himself emphasizing with the Conqueror, driven not by hate but by a strong, passionate love.

Rex: You're doing all of this... for love? Why didn't you say something? We could've avoided all of this if you had simply told us!

Rex exasperated by what he deemed a foolish string of choices. Janet stepped closer to Kang as he minded to rise to one foot.

Wasp: Kang... we can stop this. We can find a way to save Ravonna.

Iron Man: But we're not going to let you destroy our world to do it.

Tony added firmly. Kang looked up, fixing them all with a withering stare.

Iron Man: This is your last chance. Surrender!

Kang: Never!

He growled, still bound and determined by his own stubbornness. Tony looked over his shoulder.

Iron Man: Ultron.

Kang then charged at Iron Man when a fist and Shield and knocked him out. It was clear that Rex and Cap protected Iron Man from Kang and defeated him as Iron Man looks at Ultron once more.

Iron Man: Ultron, stand down Kang's done. It's over.

The finality of his words rang true with the rest of the Avengers, the remainder of the team picking themselves up to gaze upon a scene of defeat. Kang was down for the count, the Conqueror bested by those he sought in conquest.

The tyrant of the future had fallen to the heroes of the past.


On Earth

SHIELD teams fanned out to tend to disaster zones caused by Kang's assault, taking care of people who needed it most and ensuring cities that had been destabilized were brought back under control and made secure once more.


On Damocles

Damocles was quickly procured by the Avengers and boarded by SHIELD teams who incarcerated the rest of Kang's organic forces. Soon, members of the new

SWORD agency were brought up to begin picking apart the futuristic technology to see what could be made useful in a present context. Generator Rex remained behind to help, his mastery of Kang's technology proving invaluable to team leader Abigail Brand. But even as he worked, his thoughts wandered. In the wake of the revelation that Kang's true motive was not as selfish as he thought, he began to ponder possibilities that forced him to look inward for some serious self-reflection. How far would I go for love? Rex asked himself. Would I end up just like Kang if it meant I could save that one person closest to my heart? With the power he has, that's... that's a scary possibility.

Generator: Scared about something?

Generator spoke to Rex as he looks looks around and sees no one and decides to tell his Counterpart AI.

Rex: Yeah... Generator you are a very powerful AI.

Generator: Of course.

Rex: I just had a thought that if you were willing to save a loved one... would you do what Kang would've done?

Generator: I wouldn't know. I'm not human. Humans are both predictable and unpredictable. But would you do it.

Rex became very quiet as he stared at Generator and he knew it.

Rex: Yes... I would do everything I could to save the ones I care about. Promise me Generator... promise you will not say anything to the other's about this.

Generator: My lips are sealed... if I ever did have lips.

Generator and Rex then chuckled as they both vowed to keep a careful guard over this thought...


Earth

Elsewhere on the planet below, Thor awoke in a hospital bed, greeted by the smiling faces of Janet Van Dyne and Jane Foster. Once he learned his efforts had helped the Avengers turn the tide and bring an end to Kang's war, he allowed himself to rest... smiling along with the ladies.


Prison 42

In the prison 42, Iron Man and Captain America saw to the incarceration of Kang and his forces.

Iron Man: I just wanted to thank you, Cap. You really stepped up when I needed help, even after all the grief I gave you. I pride myself on my intelligence, on my tech, I think of myself as a futurist. But to someone like Kang, I'm living in the past. Just like you.

Captain America: The past isn't so bad. But the future... that's what we're fighting for.

Steve replied, offering a reassuring smile as his friendship with Tony was cemented a little further.

Kang: You've destroyed everything.

A voic intoned from a dark cell. Turning around, the two Avengers faced a disarmed Kang who sat in solitary within his prison.

Iron Man: Is that so?

Tony wondered with a sigh, tired of hearing the same story over and over again.

Kang: Oh yes. I know because I have seen what Captain America's actions have wrought. His betrayal is just the beginning. The worst is yet to come.

Iron Man: Your doom and gloom won't affect us, Kang. We've taken you down and we'll take down anyone else who tries to take your place.

Kang: Your precious Generator Rex will be of no use in the coming events. He may have succeeded against me, but there are others who will tear him apart.

Captain America: Is that a threat?

Kang: A promise, Captain. For I have seen his story. As he will be the first to be a Casualty in the war for your planet.

Kang said, his voice bearing a foreboding note of precognition, as if he knew exactly what he was talking about and was certain of its surety with every fire of his being

Kang: It ended as quickly as it began.


Avengers Mansion

Within the sublevel lab beneath Avengers Mansion, Hank Pym and Professor Reed Richards, Mister Fantastic himself, went to work studying the body of Princess Ravonna locked in chronal-stasis. They were eager to learn and desperate for a cure, researching and calculating as HERBIE puttered around. hank was particularly eager to have Generator back planetside, hoping his power and familiarity with Kang's technology could help unlock the key to saving Ravonna's life.

In the shadows of that same lab, the lone surviving Ultron unit stood stationary in shutdown mode... or so Hank believed. With his back turned, he failed to witness Ultron come to life under his own accord, his crimson gaze sweeping the lab as his mechanized mind took in everything from current events to past ones.

Ultron's internal database began to build a file as he analyzed his creator and the other humans he had encountered. Truths began to fall into place, new ones and zeroes added to his coding as Ultron stood vigilantly by... watching... waiting... preparing...