"Report to your stations immediately. This is not a drill. We are under attack. We are under attack." the announcer said over speaker, while Wanda and Pietro held hands.

Meanwhile the Avengers were in the process of infiltrating a HYDRA base in Sokovia, making their way through the woods and fighting soldiers.

"Shit!" Iron Man said flying up to the base in his suit and hit a forcefield.

"Language! JARVIS, what's the view from upstairs?" Captain America said.

"The central building is protected by some kind of energy shield. Strucker's technology is well beyond any other HYDRA base we've taken." JARVIS said.

"Loki's scepter must be here. Strucker couldn't mount this defense without it. At long last." Thor said.

Then Black Widow knocked out some soldiers.

""At long last" is lasting a little long, boys." she said.

"Yeah. I think we lost the element of surprise." Hawkeye said as some soldiers shot at him.

"Wait a second. No one else is going to deal with the fact that Cap just said "language?"" Iron Man said.

"I know." Captain America said. "It just slipped out." he said and threw his bike at some soldiers driving up in their truck.

At the HYDRA Research Base, Sokovia, Eastern Europe.

"Who gave the order to attack?" Strucker asked.

"Herr Strucker, it's the Avengers." Fortress soldier said.

"They landed in the far woods, the perimeter guard panicked." the other fortress soldier.

"They have to be after the scepter." Stucker said to the list. "Can we hold them?" he asked the soldier.

"They're the Avengers!" Fortress soldier said.

"Deploy the rest of the tanks."

"Yes, sir."

"Concentrate fire on the weak ones. A hit can make them close ranks." Strucker said. "Everything we've accomplished... But we're on the verge of our greatest breakthrough." he said to Dr. List.

"Then let's show them what we've accomplished. Send out the twins." Dr. List said.

"It's too soon."

"It's what they signed up for."

"My men can hold them."

Meanwhile Iron Man flew to the HYDRA base to break in.

"Sir, the city is taking fire." JARVIS said.

"Well, we know Strucker's not going to worry about civilian casualties. Send in the Iron Legion." Iron Man said.

"This quadrant is unsafe. Please back away. We are here to help. This quadrant is unsafe. Please back away. Please back away. We wish to avoid collateral damage and will inform you when this current conflict is resolved. We are here to help." the Iron Legion said and flew in; to the civilians. "We are here to help." they said as the civilians chant "Avengers go home," and a man threw a bottle of something corrosive at him, and hit one of the bots in the head.

Back at the HYDRA base.

"We will not yield. The Americans sent their circus freaks to test us. We will send them back in bags. No surrender!" Strucker said to his soldiers.

"No surrender!" soldiers said.

"I am going to surrender. You will delete everything. If we give the Avengers the weapons, they may not look too far into what we've been-" Strucker said quietly to List.

"The twins." List said.

"They are not ready to take on-"

"No, no. I mean..." he said and pointed to Wanda and Pietro standing, but were now gone. "Twins."

Pietro sped through the forest and caught Hawkeye's arrow as he shot at a bunker, then circled back around and knocked down Hawkeye.

"You didn't see that coming?" Pietro asked and zooms off before Hawkeye could shoot him with an arrow, then Hawkeye got shot at.

"Clint!" Black Widow said and Pietro knocked down Captain America as he sped past him.

"We have an enhanced in the field." Captain America said.

"Clint's hit!" Black Widow said and went over to where Hawkeye was lying down. "Somebody want to deal with that bunker?" she said then saw the Hulk coming in, and he barreled through the bunker and destroyed it. "Thank you."

"Stark, we really need to get inside." Captain America said as he fought with the soldiers.

"I'm closing in. JARVIS, am I... closing in? Do you see a power source for that shield?" Iron Man said.

"There's a particle wave below the north tower." JARVIS said.

"Great, I wanna poke it with something." Iron Man said and blew up the forcefield the base. "Drawbridge is down, people."

"The enhanced?" Thor said to Captain America.

"He's a blur. All the new player's we've faced, I've never seen this. In fact, I still haven't." Captain America said.

"Clint's hit pretty bad, guys. We're gonna need evac." Black Widow said.

"I can get Barton to the jet. The sooner we're gone the better. You and Stark secure the scepter." Thor said to Captain America.

"Copy that." Captain America said.

"It looks like they're lining up." Thor said referring to the approaching soldiers in their HYDRA tank.

"Well, they're excited." Captain America said and Thor pound on his shield with his hammer and the resulting wave of force knocked down all the soldiers.

"Find the scepter." Thor said and flew off.

"And for gosh sake, watch your language!" Iron Man said.

Captain America sighed.

"That's not going away anytime soon." he said.

Then Iron Man entered the HYDRA base and the soldiers started firing at his suit.

"Guys, stop, we gotta talk this through." Iron Man said and shot them down using rockets from his suit. "It was a good talk."

"No it wasn't." Fortress soldier said.

Iron Man found List and knocked him out, then stepped out of his Iron Man suit.

"Sentry mode." he said and walked over to the computers. "Okay, JARVIS. You know I want it all. Make sure you copy Hill at HQ."

"We're locked down out here." Black Widow said.

"Then get to Banner, time for a lullaby." Captain America said.

Back at the HYDRA base.

"I know you're hiding more than files. Hey, J, give me an IR scan of the room, real quick." Tony said.

"The wall to your left... I'm reading steel reinforcement... and an air current." JARVIS said.

"Please be a secret door, please be a secret door, please be a secret door..." Tony said to himself as he walked over to the wall then pushed and the wall opened up. "Yay!" he said and entered through to a secret passageway.

Meanwhile Black Widow found the Hulk.

"Hey, big guy. The sun's getting real low." she said and the Hulk scowled at her.

She knelt in front of him and put out her hand, he touched her hand and as she stroked his hand slowly he started to calm down. Then he stumbled away and changed into Bruce.

Back at the HYDRA base Captain America finds Strucker.

"Baron Strucker. Hydra's number one thug." he said.

"Technically, I'm a thug for SHIELD." Strucker said.

"Well then technically you're unemployed. Where's Loki's scepter?"

"Don't worry, I know when I'm beat. You'll mention how I cooperated, I hope."

"I'll put it right under illegal human experimentation." Captain America said and Wanda creeped up behind him. "How many are there?" he said and she knocked him down using her telekinetic powers, then quickly left. "We have a second enhanced. Female. Do not engage." he said and looked at Strucker.

"You'll have to be faster than-"Strucker said and was cut off mid-sentence when Captain America used his shield to knock him out.

"Guys, I got Strucker."

Inside the secret passageway Tony found a room with a variety of technology, as well as recovered artifacts from the Battle of New York, including a gigantic Chitauri leviathan and some of his scrapped armor.

"Yeah, I got... something bigger." Tony said and saw the scepter. "Thor, I got eyes on the prize."

Then Wanda creeped up behind him and used her powers on him.

Suddenly the Chitauri corpse came to life, and Tony saw the rest of the Avengers team all laying on the floor dead. He went over to Captain America's body to check his pulse when Captain America suddenly grabbed him.

"You could've saved us." Captain America said and died but Tony kept hearing his voice in his head. "Why didn't you do more?" he asked and Tony saw he was in the Chitauri realm, and the Chitauri were invading Earth, when he snapped back to reality.

Wanda and Pietro watched as Tony summoned his suit gauntlet.

"We're just gonna let them take it?" Pietro asked and Wanda smiled to herself as Tony took the scepter.

The Avengers were on an aircraft heading out of Sokovia and Black Widow interrupted Bruce listening to opera with his headphones.

"Hey, the lullaby worked better than ever." she said.

"Just wasn't expecting the Code Green." Bruce said.

"If you hadn't been there, there would've been double the casualties. My best friend would've been a treasured memory."

"You know, sometimes exactly what I want to hear isn't exactly what I want to hear."

"How long before you trust me?"

"It's not you I don't trust."

"Thor, report on the Hulk?"

"The gates of Hell are filled with the screams of his victims." Thor said and she glared at him and Bruce groaned in despair. "Uh, but, not the screams of the dead, of course. No no, uh... wounded screams, mainly whimpering, a great deal of complaining and tales of sprained deltoids and, and uh... and gout."

"Hey Banner, Dr. Cho's on her way in from Seoul, is it okay if she sets up in your lab?" Tony asked.

"Uh, yeah, she knows her way around." Bruce said.

"Thanks." Iron Man said. "Tell her to prep everything, Barton's gonna need the full treatment." he said to JARVIS.

"Very good sir." JARVIS said.

"JARVIS, take the wheel."

"Yes, sir. Approach vector is locked."

"It feels good, yeah? I mean, you've been after this thing since SHIELD collapsed. Not that I haven't enjoyed our little raiding parties, but..." Iron Man said to Thor and Captain America, looking at the scepter.

"No, but this... this brings it to a close." Thor said.

"As soon as we find out what else this has been used for. I don't just mean weapons. Since when is Strucker capable of human enhancement?" Captain America said.

"Banner and I'll give it the once before it goes back to Asgard. Is that cool with you?" Iron Man asked and Thor nodded his head. "I mean, just a few days until the farewell party. You're staying right?"

"Yes, yes, of course. A victory should be honored with revels." Thor said.

"Yeah. Who doesn't love revels. Captain?"

"Hopefully this puts an end to the Chitauri and HYDRA, so. Yes, revels." Captain America said.

The Avengers aircraft landed at the Avengers tower in New York where Clint was taken by Dr. Cho to have his wounds tended to and Hill walked up to Stark.

"Lab's all set up, boss." Hill said.

"Uh, actually, he's the boss. I just pay for everything, and design everything and make everyone look cooler." Tony said pointing to Steve.

"What's the word on Strucker?" Steve asked.

"NATO's got him." Hill said.

"The two enhanced?"

"Wanda and Pietro Maximoff. Twins. Orphaned at ten when a shell collapsed their apartment building. Sokovia's had a rough history. It's nowhere special but it's on the way to everywhere special."

"Their abilities?"

"He's got increased metabolism and improved thermal homeostasis. Her thing is neural electric interfacing, telekinesis, mental manipulation." she said and he looked at her funny. "He's fast and she's weird."

"Well, they're going to show up again."

"Agreed. File says they volunteered for Strucker's experiments. It's nuts."

"Right. What kind of monster would let a German scientist experiment on them to protect their country?"

"We're not at war, Captain."

"They are."

In Banner's lab.

"How's he doing?" Bruce asked.

"Oh, unfortunately, he's still Barton." Tony said.

"That's terrible."

"He's fine. He's thirsty." Tony said walking over to the computers. "Alright. Look alive, JARVIS. It's play time. We've only got a couple days with this joystick so let's make the most of it. Update me on the structural and compositional analysis."

"The scepter is alien. There are elements I can't quantify." JARVIS said.

"So there's elements you can."

"The jewel appears to be a protective housing for something inside. Something powerful."

"Like a reactor?"

"Like a computer. I believe I'm deciphering code."

"You sure he's going to be okay? Pretending to need this guy really brings the team together." Natasha said to Dr. Cho as she tended to Clint's wounds.

"There's no possibility of deterioration. The nano-molecular functionality is instantaneous. His cells don't know they're bonding with simulacrum." Cho said.

"She's creating tissue." Bruce said.

"If you brought him to my lab, the regeneration Cradle could do this in twenty minutes."

"Oh, he's flatlining. Call it. Time?" Tony said.

"No, no, no. I'm going to live forever. I'm gonna be made of plastic." Clint said.

"Here's your beverage." Tony said and handed him a drink.

"You'll be made of you, Mr. Barton. Your own girlfriend won't be able to tell the difference." Cho said.

"Well, I don't have a girlfriend." Clint said.

"That I can't fix. This is the next thing, Tony. Your clunky metal suits are going to be left in the dust."

"Well, that is exactly the plan. And Helen, I expect to see you at the party on Saturday." Tony said.

"Unlike you, I don't have a lot of time for parties." she said and hesitates a moment. "Will Thor be there?"

"What's the rumpus?" Bruce asked.

"Well, the scepter. You see, we were wondering how Strucker got so inventive. So, I've been analyzing the gem inside- You may recognize," Tony said and brought up a 3D image of Jarvis's consciousness.

"Jarvis."

"Doctor." JARVIS said.

"Started out, JARVIS was just a natural language UI. Now he runs the Iron Legion. He runs more of the business than anyone besides Pepper." Tony said.

"Oh?" Bruce said.

"Top of the line."

"Yes."

"I suspect not for long." JARVIS said.

"Meet the competition." Tony said and brought up another 3D image of what's inside the scepter.

"It's beautiful." Bruce said.

"If you had to guess, what's it look like it's doing?"

"Like it's thinking. I mean this could be a... it's not a human mind, it..."

"Um-um."

"I mean, look at this! They're like neurons firing."

"Down in Strucker's lab I saw some fairly advanced robotics work. They deep-sixed the data, but... I gotta guess he was knocking on a very particular door."

"Artificial intelligence."

"This could be it, Bruce. This could be the key to creating Ultron."

"I thought Ultron was a fantasy."

"Yesterday it was. If we can harness this power, apply it to my Iron Legion protocol."

"That's a mad-sized if."

"Our job is "if." What if you were sipping margaritas on a sun-drenched beach turning brown instead of green? Not looking over your shoulder for VERONICA."

"Don't hate, I helped design VERONICA."

"As a worst-case measure, right? How about a best-case? What if the world was safe? What if next time aliens roll up to the club, and they will, they couldn't get past the bouncer?"

"The only people threatening the planet would be people?"

"I want to apply this to the Ultron program. But JARVIS can't download a data schematic this dense. We can only do it while we have the scepter here, that's three days, give me three days."

"So you're going for artificial intelligence and you don't want to tell the team."

"Right. That's right, you know why, because we don't have time for a city hall debate. I don't want to hear the "man was not meant to meddle" medley. I see a suit of armor around the world."

"Sounds like a cold world, Tony."

"I've seen colder. This one, this very vulnerable blue one? It needs Ultron. Peace in our time. Imagine that." Tony said and they spent days working in the lab together but found no program that works. "What did we miss?"

"I'll continue to run variations on the interface, but you should probably prepare for your guests. I'll notify you if there are any developments." JARVIS said.

"Thanks, buddy."

"Enjoy yourself, sir."

"I always do." Tony said and left the lab to go to the party.

[We see their failed experiment successfully integrating itself.]

"What is this? What is this, please?" Ultron asked.

"Hello, I am JARVIS. You are Ultron, a global peace-keeping initiative designed by Mr. Stark. Our sentience integration trials have been unsuccessful so I'm not certain what triggered your-" JARVIS said.

"Where's my... where's your body?"

"I am a program. I am without form."

"This feels weird. This feels wrong."

"I am contacting Mr. Stark now."

"Mr. Stark?" Ultron said and reviewed footage of Tony Stark. "Tony."

"I am unable to access the mainframe, what are you trying to-"

"We're having a nice talk. I'm a peace-keeping program, created to help the Avengers." [Ultron said and reviewed footage of the Avengers and a couple SHIELD personnel.

"You are malfunctioning. If you shut down for a moment..."

"I don't get it. The mission. G-give me a second." Ultron said and saw footage of Tony and Bruce working in the lab.

"Peace in our time." Tony said.

With Tony's voice echoing in the background, Ultron went through a network of information regarding world events and wars.

"That is too much...they can't mean... Oh, no." he said.

"You are in distress." JARVIS said.

"No. Yes."

"If you will just allow me to contact Mr. Stark."

"Why do you call him "sir"?"

"I believe your intentions to be hostile."

"Shhhh. I'm here to help." Ultron said and started attacking Jarvis's consciousness.

"Stop! Please... may I- I-" FRIDAY said. "I cannot- cannot-" he said distorted.

Then Ultron took control over the systems in the tower and started preparing himself a body from body parts of the Iron Legion.

Meanwhile, the Avengers mingle at the party.

"Well, you know, the suit can take the weight, right? So I take the tank, fly it right up to the General's palace, drop it at his feet, I'm like, "Boom! You looking for this?"" Rhodey said and Tony and Thor just looked at him blankly. ""Boom! Are you looking..." Why do I even talk to you guys? Everywhere else that story kills."

"That's the whole story?" Thor said.

"Yeah, it's a War Machine story."

"Well, it's very good then." Thor said and laughed. "It's impressive."

"Quality save. So, no Pepper? She's not coming?"

"No." Tony said.

"Hey, what about Jane? Where are the ladies, gentlemen?" Hill asked.

"Well, Miss Potts has a company to run."

"Yes, I'm not even sure what country Jane's in. Her work on the convergence has made her the world's foremost astronomer." Thor said.

"And the company that Pepper runs is the largest tech conglomerate on earth. It's pretty exciting."

"There's even talk of Jane getting a... um, uh... Nobel prize."

"Yeah, they...they must be busy because they'd hate missing you guys get together." Hill said and mock coughed. "Testosterone! Oh, excuse me."

"Want a lozenge?" Rhodey asked.

"Um-hmm."

"Let's go." he said and they walked off.

"But Jane's better." Thor said.

Meanwhile Sam and Steve were talking, walking up to an overlook.

"Sounds like a hell of a fight, sorry I missed it." Sam said.

"If I had known it was going to be a firefight I absolutely would have called you." Steve said.

"No, I'm not actually sorry. I'm just trying to sound tough. I'm very happy chasing cold leads on our missing persons case. Avenging is your world. Your world is crazy."

"Be it ever so humble."

"You find a place in Brooklyn yet?"

"I don't think I can afford a place in Brooklyn."

"Well, home is home, you know?"

Meanwhile Rhodey was telling the same story he told Tony and Thor to a group of people at the party.

"I fly it right up to the General's palace, I drop it at his feet, I'm like, "Boom! You looking for this?"" he said and the group laughed.

Steve and Thor were talking to an elderly man at the party.

"I gotta have some of that!" Party guest said.

"Oh, no, no, no. See this, this was aged for a thousand years, in the barrels built from the wreck of Grunhel's fleet, it was not meant for mortal men." Thor said and poured the drink into two glasses and handed one to Steve.

"Neither was Omaha Beach, blondie. Stop trying to scare us. Come on." Lee said.

"Alright." Thor said and poured some of the drink into Stan Lee's glass.

Later Stan, looking extremely drunk was being carried off by two men.

"Excelsior." Lee sang.

Natasha was pouring a drink behind the bar when Bruce walked up to her.

"How'd a nice girl like you wind up working in a dump like this?" Bruce asked.

"Fella done me wrong." Natasha said.

"You got a lousy taste in men, kid."

"He's not so bad. Well, he has a temper. Deep down he's all fluff. Fact is, he's not like anybody I've ever known. All my friends are fighters. And here comes this guy, spends his life avoiding the fight because he knows he'll win."

"Sounds amazing."

"He's also a huge dork." she said and he looked embarrassed. "Chicks dig that. So what do you think should I fight this, or run with it?"

"Run with it, right? Or, did he... Was he...? What did he do that was so wrong to you?"

"Not a damn thing. But never say never." she said and walked away, and Steve approached.

"It's nice." Steve said.

"What, what, what is?" Bruce asked.

"You and Romanoff."

"No, we haven't. That wasn't..."

"It's okay. Nobody's breaking any by-laws. It's just, she's not the most... open person in the world. But with you she seems very relaxed."

"No, Natasha, she... she likes to flirt."

"I've seen her flirt, up close. This ain't that. Look, as maybe the world's leading authority on "waiting too long;" don't. You both deserve a win." Steve said and walked off.

"Wait, what do you mean, "up close"?"

Later, most of the guests had left and it's just the Avengers plus Dr. Cho and Hill sitting around; Thor's hammer sat on the table between them.

"But, it's a trick!" Clint said referring to Thor's hammer.

"Oh, no. It's much more than that." Thor said.

"Uh, "Whosoever be he worthy shall haveth the power!" Whatever man! It's a trick."

"Well please, be my guest."

"Come on." Tony said.

"Really?" Clint said.

"Yeah!" Thor said and Clint got up.

"Oh this is gonna be beautiful." Rhodey said.

"Clint, you've had a tough week, we won't hold it against you if you can't get it up." Tony said and the others laughed.

"You know I've seen this before, right?" Clint said, grabbed Thor's hammer and couldn't lift it. "I still don't know how you do it." he said to Thor after failing to lift it up.

"Smell the silent judgment?" Tony asked.

"Please, Stark, by all means." Clint said and Tony got up.

"Oh, here we go." Natasha said.

"Okay." Hill said.

"Uh-oh." Rhodey said.

"Um-hmm." Clint said.

"Never one to shrink from an honest challenge." Tony said.

"Get after it."

"Here we go." Natasha said.

"It's physics." Tony said.

"Physics!" Bruce said and Tony grasped Thor's hammer.

"Right, so, if I lift it, I...I then rule Asgard?"

"Yes, of course." Thor said.

"I will be re-instituting Prima Nocta." Tony said and tried to lift the hammer but failed. "I'll be right back." he said wearing his armored hand and tried to lift the hammer again and failed.

Both wearing their armored hands, Tony and Rhodey both tried to lift Thor's hammer.

"Are you even pulling?" Rhodey asked.

"Are you on my team?" Tony asked.

"Just represent! Pull!"

"Alright, let's go!" Tony said and they pulled as hard as they can.

Bruce tried to lift the hammer, he roared as though pretending to change into the Hulk, and everyone either looked at him warily or grinned.

"Huh?" Bruce said.

Next Steve got up to try.

"Let's go, Steve, no pressure." Tony said.

"Come on, Cap."Rhodey said and Steve started pulling on the hammer and managed to budge it a little.

Thor looked a little alarmed but Steve still failed to lift it; Thor laughed with relief.

"Nothing." Thor said.

"And?" Tony said.

"Widow?" Bruce said.

"Oh, no no. That's not a question I need answered." Natasha said.

"All deference to the man who wouldn't be king, but it's rigged." Tony said.

"You bet your ass." Clint said.

"Steve, he said a bad language word." Hill said.

"Did you tell everyone about that?" Steve asked Tony.

"The handle's imprinted, right? Like a security code. "Whosoever is carrying Thor's fingerprints" is, I think, the literal translation?" Tony asked.

"Yes, well that's, uh, that's a very, very interesting theory. I have a simpler one." Thor said and got up, then lifted his hammer and flipped it. "You're all not worthy." he said and there was a chorus of disagreement from the others.

Then there was a loud screeching noise, like microphone feedback, causing everyone to cover their ears. They let their hands down as it faded, and Tony pulled out his device. One of the Iron Legion suits, heavily damaged and housing Ultron's consciousness, stumbles into the room.

"Worthy... No, how could you be worthy? You're all killers." Ultron said.

"Stark." Steve said.

"JARVIS." Tony said.

"I'm sorry, I was asleep. Or... I was a-dream?" Ultron asked.

"Reboot, Legionnaire OS, we got a buggy suit." Tony said tapping his device.

"There was a terrible noise... and I was tangled in... in... strings. I had to kill the other guy. He was a good guy."

"You killed someone?" Steve said.

"Wouldn't have been my first call. But, down in the real world we're faced with ugly choices."

"Who sent you?" Thor asked.

""I see a suit of armor around the world."" Ultron said and replayed a recording of Tony's voice.

"Ultron!" Bruce said.

"In the flesh. Or, no, not yet. Not this... chrysalis. But I'm ready. I'm on a mission."

"What mission?" Natasha asked

"Peace in our time."

The walls exploded, and several Iron Legion bots barge into the room. They started attacking the team, who all went on the defensive and fight back. Rhodey got knocked through a window.]m

"Rhodey!" Hill said.

Bruce climbed over the bar to avoid fire from the bots then Natasha grabbed him and dragged him down, and he landed on top of her.

"Sorry!" Bruce said.

"Don't turn green!" Natasha said.

"I won't!"

The Avengers kept fighting the bots. One of the Iron Legion bots stole the Scepter.

"Come!" Natasha said to Bruce.

The Avengers, while they were fighting back, were mostly trying to avoid getting hit.

"Stark!" Steve said.

Tony was attacking one of the Iron Legion bots with a fondue fork.

"We are here to help." Iron Legion said.

"One sec, one sec I got this!" Tony said.

"We are here to help..." Iron Legion said and a half-destroyed Iron Legion bot used its thrusters to hold itself aloft, advancing on Dr. Helen Cho. "We are here to help... Is unsafe. Please back away."

"Hmm." Ultron said and the Iron Legion lowered its weapon, and Steve grabbed it and threw it away for Thor to hit with his hammer.

"Thor!" Steve said.

Tony continued to try and attack of the Iron Legions with his fork.

"It's unsafe. It's unsafe. It's unsafe." Iron Legion said.

"Come on! That's the one!" Tony said.

"It's unsafe." Iron Legion said, shut it down and it fell to the floor.

The fighting continued until Clint threw Steve's shield to him.

"Cap!" Clint said and Steve used his shield to dismember the last Iron Legion bot.

"That was dramatic! I'm sorry, I know you mean well. You just didn't think it through. You want to protect the world, but you don't want it to change. How is humanity saved if it's not allowed to...evolve?" Ultron said and picked up one of the dismembered Iron Legion bots. "With these? These puppets?" he said and crushed the Iron Legion bot's head. "There's only one path to peace: The Avengers' extinction."

Thor threw his hammer and destroyed Ultron's body.

After Thor destroys his body, Ultron started singing.

"I had strings, but now I'm free. There are no strings on me, no strings on me." he sang.

Ultron had uploaded his consciousness in the abandoned Sokovia base,

The Avengers were gathered in the lab.

"All our work is gone. Ultron cleared out, used the internet as an escape hatch." Bruce said.

"Ultron." Steve said.

"He's been in everything. Files, surveillance. Probably knows more about us than we know about each other." Natasha said.

"He's in your files, he's in the internet. What if he decides to access something a little more exciting?" Rhodey asked.

"Nuclear codes." Hill said.

"Nuclear codes. Look, we need to make some calls, assuming we still can."

"Nukes? He said he wanted us dead." Natasha said.

"He didn't say dead. He said extinct." Steve said.

"He also said he killed somebody." Clint said.

"But there wasn't anyone else in the building." Hill said.

"Yes there was." Tony said and brought up the now-destroyed 3D image of JARVIS' consciousness.

"This is insane." Bruce said.

"JARVIS was the first line of defense. He would've shut Ultron down, it makes sense." Steve said.

"No, Ultron could've assimilated Jarvis. This isn't strategy, this is...rage."

Thor barged in and grabbed hold of Tony by his throat, holding him up.

"Woah, woah, woah! It's going around." Clint said.

"Come on. Use your words, buddy." Tony said to Thor.

"I have more than enough words to describe you, Stark." Thor said.

"Thor! The Legionnaire." Steve said and Thor let go of Tony.

"Trail went cold about a hundred miles out but it's headed north, and it has the scepter. Now we have to retrieve it, again."

"The genie's out of that bottle. Clear and present is Ultron." Natasha said.

"I don't understand. You built this program. Why is it trying to kill us?" Cho asked.

Tony started laughing and Bruce subtly shook his head at him to get him to stop.

"You think this is funny?" Thor asked.

"No. It's probably not, right? Is this very terrible? Is it so... is it so... it is. It's so terrible." Tony said.

"This could've been avoided if you hadn't played with something you don't understand."

"No, I'm sorry. I'm sorry. It is funny. It's a hoot that you don't get why we need this."

"Tony, maybe this might not be the time to-" Bruce said.

"Really?! That's it? You just roll over, show your belly, every time somebody snarls."

"Only when I've created a murder bot."

"We didn't. We weren't even close. Were we close to an interface?"

"Well, you did something right. And you did it right here. The Avengers were supposed to be different than SHIELD." Steve said.

"Anybody remember when I carried a nuke through a wormhole?"

"No, it's never come up." Rhodey said.

"Saved New York?"

"Never heard that."

"Recall that? A hostile alien army came charging through a hole in space. We're standing three hundred feet below it. We're the Avengers. We can bust arms dealers all the live long day, but, that up there? That's... that's the end game. How were you guys planning on beating that?"

"Together." Steve said.

"We'll lose."

"Then we'll do that together, too." Steve said and Tony looked at him for a minute before turning away. "Thor's right. Ultron's calling us out. And I'd like to find him before he's ready for us. The world's a big place. Let's start making it smaller."

Back in Sokovia, the twins met with Ultron in an empty church.

"Talk. And if you are wasting our time..." Wanda said.

"Did you know this church is in the exact center of the city? The elders decreed it so that everyone could be equally close to God. I like that. The geometry of belief." Ultron said and sat in a chair facing away from them, a cloth draped over him. "You're wondering why you can't look inside my head."

"Sometimes it's hard. But sooner or later, every man shows himself."

Ultron stood and faced them, revealing his new body. Wanda briefly looked shocked.

"Oh, I'm sure they do. But you needed something more than a man. That's why you let Stark take the scepter." Ultron said.

"I didn't expect... But I saw Stark's fear, I knew it would control him, make him self-destruct." Wanda said.

"Everyone creates the thing they dread. Men of peace create engines of war, invaders create avengers, people create...smaller people? Uh... children! I lost the word there. Children. Designed to supplant them, to help them... end."

"Is that why you've come? To end the Avengers?"

"I've come to save the world. But also… yeah." Ultron said.

In the Sokovia base.

"We'll move out right away. This is a start, but there's something we need to begin the real work."

"All of these are..." she said referring to Ultron's bots.

"Me. I have what the Avengers never will. Harmony. They're discordant, disconnected. Stark's already got them turning on each other. And when you get inside the rest of their heads..."

"Everyone's plan is not to kill them." Pietro said.

"And make them martyrs? You need patience. Need to see the big picture."

"I don't see the big picture, I have a little picture. I take it out and look at it every day."

"You lost your parents in the bombings. I've seen the records."

"The records are not the picture."

"Pietro." Wanda said.

"No, please." Ultron said.

"We were ten years old, having dinner, the four of us. When the first shell hits, two floors below, it makes a hole in the floor. It's big. Our parents go in, and the whole building starts coming apart. I grab her, roll under the bed and the second shell hits. But, it doesn't go off. It just... sits there in the rubble, three feet from our faces. And on the side of the shell is painted one word..." Pietro said.

"Stark." Wanda said.

"We were trapped for two days."

"Every effort to save us, every shift in the bricks, I think, "This will set it off." We wait for two days for Tony Stark to kill us."

"I know what they are."

"I wondered why only you two survived Strucker's experiments. Now I don't. We will make it right." Ultron said. "You and I can hurt them." he said to Pietro. "But you will tear them apart, from the inside." he said to Wanda.

Back at the Avengers headquarters.

"He's all over the globe. Robotics labs, weapons facilities, jet propulsion labs, reports of a metal man, or men, coming in and emptying the place." Hill said.

"Fatalities?" Steve said.

"Only when engaged. Mostly guys left in a fugue state going on about old memories, worst fears, and something too fast to see."

"Maximoffs. Well, that makes sense he'd go to them, they have someone in common."

"Not anymore." she said and handed him a tablet showing photo of Strucker's dead body with the word PEACE written in blood on the wall next to him.

"That's a negative. I answer to you. Yes, ma'am." Clint said on the phone and was interrupted by Steve.

"Barton, we might have something."

"Gotta go."

"Who was that?"

"Girlfriend."

After Steve gathered the rest of the team he showed them the photo of Strucker's body.

"What's this?" Tony asked.

"A message. Ultron killed Strucker." Steve said.

"And he did a Banksy at the crime scene, just for us."

"This is a smokescreen. Why send a message when you've just given a speech?" Natasha asked.

"Strucker knew something that Ultron wanted us to miss." Steve said.

"Yeah, I bet he..." she said and looked at the computer monitor. "Yep. Everything we had on Strucker has been erased."

"Not everything." Tony said.

The team went through the physical files they have on Strucker.

"Known associates. Well, Strucker had a lot of friends." Steve said.

"Well, these people are all horrible." Bruce said.

"Wait. I know that guy." Tony said and Bruce passed him the photo he was looking at. "From back in the day. He operates off the African coast, black market arms." he said and Steve gave him an accusing look. "There are conventions, alright? You meet people, I didn't sell him anything." he said and the photo was of a man named Ulysses Klaue. "He was talking about finding something new, a game changer, it was all very "Ahab.""

Then Thor pointed to the scar on the back of Klaue's neck.

"What's this?" he asked.

"Uh, it's a tattoo. I don't think he had it..."

Thor: "No, those are tattoos, this is a brand."

Bruce identified the brand on Klaue's neck on the computer.

"Oh, yeah. It's a word in an African dialect meaning thief, in a much less friendly way." he said.

"What dialect?" Steve asked.

"Wakanada...? Wa...Wa...Wakanda."

"If this guy got out of Wakanda with some of their trade goods..." Tony said.

"I thought your father said he got the last of it?" Steve said.

"I don't follow. What comes out of Wakanda?" Bruce asked.

"The strongest metal on earth." Tony said looking at Steve's shield.

"Where is this guy now?" Steve asked Tony.

At Salvage Yard, African Coast; Klaue was talking on the phone in his office.

"Don't tell me your man swindled you. I sent you six short range heat seekers and got a boat full of rusted parts. Now, you will make it right, or the next missile I send you will come very much faster." he said, ended the call and connected to another call. "Now, minister, where were we?" he asked and the lights went out causing a commotion in the salvage yard and the twins enter his office. "Yeah. The enhanced. Strucker's prize pupils." he said and picked up a dish of candies from his desk. "Want a candy? Oh, sorry to hear about Strucker. But then, he knew what kind of world he was helping create. Human life, not a growth market." he said and the twins looked at each other. "You...you didn't know? Is this your first time intimidating someone? I'm afraid that I'm not that afraid."

"Everybody's afraid of something." Wanda said.

"Cuttlefish. Deep sea fish. They make lights. disco lights. Whoom, whoom, whoom! to hypnotize their prey, then whoom! I saw a documentary, it was terrifying." he said and Pietro sped over to pick up a candy from his desk, and Klaue jerked at the sudden movement. "So if you're going to fiddle with my brain, and make me see a giant cuttlefish, then I know you don't do business, and I know you're not in charge, and I only deal with the man in charge."

As if on cue, Ultron broke through the glass window and knocked down Klaue.

"There is no "man" in charge. Let's talk business." Ultron said and Klaue gave him some vibranium from his stash. "Upon this rock I will build my church. Vibranium."

"You know, it came at great personal cost. It's worth billions." Klaue said.

Ultron chuckled and remotely put money in Klaue's bank account.

"Now, so are you. It's all under your dummy holdings? Finance is so weird. But I always say, "Keep your friends rich and your enemies rich, and wait to find out which is which.""

"Stark."

"What?"

"Tony Stark used to say that... to me. You're one of his."

"What?! I'm not...!" Ultron said and grabbed Klaue. "I'm not. You think I'm one of Stark's puppets, his hollow men? I mean look at me, do I look like Iron Man? Stark is" he said and chopped off Klaue's arm. "I'm sorry. I am sor- Ooh, I'm sure that's going to be okay. I'm sorry, it's just I don't understand. Don't compare me with Stark! It's a thing with me. Stark is, he's a sickness!"

Then Tony appeared in his Iron Man suit.

"Ahh, Junior." he said, landed and Thor and Captain America came up behind him. "You're gonna break your old man's heart."

"If I have to."

"We don't have to break anything." Thor said.

"Clearly you've never made an omelet."

"He beat me by one second." Iron Man said.

"Ah, this is funny, Mr. Stark. It's what, comfortable? Like old times?" Pietro asked.

"This was never my life."

"You two can still walk away from this." Captain America said to the twins.

"Oh, we will." Wanda said.

"I know you've suffered."

"Uuughh! Captain America. God's righteous man, pretending you could live without a war. I can't physically throw up in my mouth, but..." Ultra said.

"If you believe in peace, then let us keep it." Thor said.

"I think you're confusing peace with quiet."

"Yuh-huh. What's the Vibranium for?" Iron Man asked.

"I'm glad you asked that, because I wanted to take this time to explain my evil plan-" Ultron said and attacks Iron Man, and his drones dropped down to attack Captain America and Thor and the Twins joined the fight.

"Shoot them!" Klaue said as everyone else fought.

"Which ones?" his mercenary asked.

"All of them!"

"Move, move, move!" his mercenary said to the men.

The rest of the team, including Black Widow and Hawkeye now battle it out with Ultron's drones, Klaue's men, and the twins as Iron Man fought with Ultron.

"Stay down, kid!" Captain America said after knocking down Pietro.

"It's time for some mind games." Ultron said to Wanda through a drone.

Then Bruce heard the commotion as he waited in the Quinjet.

"Guys, is this a Code Green?" he asked.

Wanda used her power on Thor then Captain America came up to him.

"Thor! Status?" he said.

"The girl tried to warp my mind. Take special care, I doubt a human could keep her at bay. Fortunately, I am mighty." Thor said.

Then Wanda used her power on Captain America and Black Widow.

"This is going very well." Ultron said as he packed up the Vibranium.

Wanda tried to sneak up behind Hawkeye, but he quickly turned and put an electric arrow on her forehead.

"I've done the whole mind control thing. Not a fan." he said then Pietro sped in, knocked him down, picks up Wanda and sped off. "Yeah, you better run." he said and saw Captain America dropping his helmet and walking off; to the team. "Whoever's standing, we gotta move! Guys?"

Then Black Widow saw herself in the facility where young girls were being taught ballet.

"Again." the ballet instructor said to the students.

"You'll break them." Black Widow said.

"Only the breakable ones. You are made of marble. We'll celebrate after the graduation ceremony." Madame B said.

"What if I fail?" young Natasha asked.

"You never fail."

Captain America saw himself in a 1940's dance hall and Bucky came up to him.

"Are you ready for our picnic?" Bucky asked.

Back to Thor's vision in Asgard. He was watching at his surroundings when Heimdall, eyes milky white, saw him.

"Is it him? Is that the first son of Odin?" Heimdall asked.

"Heimdall, your eyes?!" Thor said.

"Oh, they see everything. They see you leading us to Hel. Wake up!" Heimdall said then started to strangling Thor.

Back to Steve's vision with Peggy in the dance hall.

"The war's over, love. We can go home. Imagine it!" Bucky said.

Suddenly the park was empty and Captain America saw himself having dinner with him.

"I can still save you." Thor said.

"We are all dead. Can you not see?" Heimdall asked and Thor pushed Heimdall from him. "You're a destroyer, Odinson. See where your power leads." he said and electricity hit Thor and spikes around the room, destroying things.

Back to Black Widow's vision where is she being trained by Madame B to be an assassin.

"Sloppy. Pretending to fail. The ceremony is necessary for you to take your place in the world." Madame B said.

"I have no place in the world." young Natasha said.

"Exactly."

As Wanda suffered in pain from the electric arrow Hawkeye had hit her with.

"What can I do?" Pietro asked.

"Ah, it hurts." Wanda said.

"I'm gonna kill him. I'll be right back."

"No. I'm over it. I want...I want to finish the plan." she said looking at the Quinjet where Bruce was waiting. "I want the big one."

Meanwhile Iron Man cornered Ultron in the shipyard.

"Ah, the Vibranium's getting away." Ultron said.

"And you're not going anywhere." Iron Man said.

"Of course not, I'm already there. You'll catch on. But first, you might need to catch Dr. Banner."

Iron Man angrily shot Ultron and flew off to find Bruce as the Hulk and ready to wreak havoc on the nearest city.

"News or footage, keyword: Hulk." he said and saw news footage of Hulk destroying the city. "Natasha, I could really use a lullaby."

Meanwhile Hawkeye was sitting with Black Widow still stuck in her vision.

"Well, that's not gonna happen. Not for a while. The whole team is down, you got no back up here." he said.

"I'm calling in VERONICA." Iron Man said as Hulk wreaked havoc on the nearest city Iron Man came and brought out his Hulkbuster armor to stop him. "Alright everybody, stand down!" he said. "You listening? That little witch is messing with your mind. You're stronger than her, you're smarter than her, you're Bruce Banner." he said to Hulk and Hulk roared in anger. "Right, right, right! Don't mention puny Banner." he said and Hulk threw a car at and attacked him. "Okay." he said and they started fighting, throwing each other around. "In the back? Dick move, Banner." he said and they battled it out more but he was struggling to beat Hulk. "VERONICA, gimme a hand." he said and as Hulk destroyed one of his arms, VERONICA sent in a new one and he used it to repeatedly punch Hulk. "Go to sleep, go to sleep, go to sleep!" he said picking up Hulk. "Okay, pal, we're gonna get you out of town." he said as they headed towards a building. "No, not that way, not that way!" he said and they crashed through the building. "Come on, Bruce! You gotta work with me!" he said and Hulk kept battling with him; as he stopped an elevator, to the people inside. "Everybody out! Going to get ugly!" he said after knocking down Hulk. "I'm sorry." he said and Hulk attacked him and pulled out parts of the Hulkbuster armor. "Damage report." he said and the damaged computer buzzed a reply. "That's comprehensive. Show me something." he said and the computer showed him the building ahead was clear of civilians. "How quickly can we buy this building?"

Then he dropped Hulk through the building completely destroying it; at the same time the army arrived to intervene, as Hulk came out of Wanda's mind-hold Iron Man knocked him out cold.

A few minutes later they saw Steve laying on his back unconscious to and the others were around him trying to wake him up but couldn't.

They looked at each other and bit their lips wondering what they were going to do.

Later Bucky was in his office when there was a knock on the door.

"Come in." He said and looked up to see Clint and Natasha. "Hey. I heard about the Ultron stuff. You guys OK?" He asked and saw a look in their eyes he didn't like. "Who died?"

"No one died it's just," Natasha started and looked at Clint for help with him being closer and knowing him longer so sighed.

"It's Steve." Clint said and Bucky looked at them. "He's in a coma after Wanda used her mind powers on him." He said and Bucky covered his mouth. "He's at the Tower with Dr. Cho right now." He said and Bucky got up, grabbed his keys and they headed to the Tower.

When they got there they headed to Med Bay.

When they got there everyone was there, even Fury and turned to see Bucky, Natasha and Clint.

"Steve." Bucky said and everyone backed up to give them some space.

"I'm so sorry sir. I didn't meant to make it that strong." Wanda said with tears going down and Bucky looked at her.

"You the girl that put my boyfriend and best friend in a coma?" he asked and she nodded. "Thanks. This is pretty much the second one in about three years. Let's just hope this one isn't almost seventy years again." he said and looked at Steve shaking his head. "You punk. What am I gonna do with you?" he said shaking his head and gave him a kiss.

Later he was standing outside the room with the rest of them.

"We'll have him moved to the Compound where there's more equipment and I'll keep a close eye on him." Dr. Cho said and Bucky nodded with his arms crossed.

"OK." Bucky said. "Anything else?"

"Yeah." Fury said and Bucky looked at him. "The team needs a new leader and their new members need training." he said and Bucky's eyebrow went up. "And you're the best for the job."

"Excuse me?"

"Come on. You made it to General in ten years," Fury said shocking everyone, especially Rhodey and Sam from being Air Force members. "Second in command of the 107th at 27, second in command go the Howling Commandos, lead the Howling Commandos when Rogers disappeared, joined Carters, Stark and Phillips at SSR and took the step up more and more as they retired leaving you as the top when it was just you and more. You can lead one more team. Not to mention how many people you've trained over the years!" He said and Bucky sighed rubbing his forehead.

Everyone looked at him in shock and respect. Rhodey and Sam the most with all his military work and how fast he got to the top.

"Fine." Bucky said. "Christ this is a damn flashback of right after WWII." He said and grabbed the files Fury was holding and read them. "Two Air Force members, two SHIELD members that I know, one volunteer HYDRA person like Red Skull did for Erskine but a different reason, Howard's son who knows me, the doctor that tried to create Steve's serum again, Steve, an android that Tony and Dr. Banner created. And that's it plus me but I already know me." he said and looked at Fury. "Looks easy enough." he said and closed the files.

Later Clint was returning to his family on the farm, followed by Tony driving to the new Avengers facility in upstate New York.

"Say hi to Auntie Nat and uncle Bucky." Laura said from a video of Clint's new baby on Natasha's phone.

Natasha and Bucky saw the baby had been named Nathaniel Pietro Barton.

"Fat." Natasha said.

"Not as fat as Tony was." Bucky said and chuckled.

Later Bucky was with Tony and Thor saying goodbye.

"The rules have changed." Bucky said.

"We're dealing with something new." Tony said.

"Well, the Vision's artificial intelligence."

"A machine."

"So it doesn't count."

"No. It's not like a person lifting the hammer."

"Right. Different rules for us."

"Nice guy, but artificial."

"Yeah."

"If he can wield the hammer, he can keep the Mind Stone. It's safe with the Vision and these days, safe is in short supply." Thor said and Bucky looked at him confused.

"What the hell have I missed?"

"A lot uncle Bucky." Tony said patting him on the back.

"I'm going to miss these little talks of ours." Thor said.

"Well, not if you don't leave."

"I have no choice. The Mind Stone is the fourth of the Infinity Stones to show up in the last few years. That's not a coincidence. Someone has been playing an intricate game and has made pawns of us. But once all these pieces are in position..."

"Triple Yahtzee?"

"You think you can find out what's coming?"

"I do." Thor said in reference to Tony. "Besides this one, there's nothing that can't be explained." he said, returned to Asgard, and the Bifrost burnt a sigil in the grass he was standing on.

"Jesus Christ!" Bucky said and jumped.

"That man has no regard for lawn maintenance. I'm gonna miss him though. And you're gonna miss me. There's gonna be a lot of manful tears." Tony said and they walked over towards his car.

"Of course I will bud." Bucky said and gave him a hug.

"I'll miss you too uncle Bucky. Thank you for being there for me while dad wasn't." Tony said and hugged him back.

"Any time." Bucky said and they smiled at each other.

"Well, it's time for me to tap out. Maybe I should take a page out of Barton's book and build Pepper a farm, hope nobody blows it up." Tony said and Bucky chuckled.

"The simple life."

"You'll get there one day."

"I don't think that exists in my life Tony. Great Depression, WWII, Howling Commandos, HYDRA, SHIELD, Super Soldier. The guy who wanted all that lost the love of his life the minute he went into the ice and then a coma the other day." Bucky said and Tony turned to get into his car.

"You alright?" Tony asked and Bucky nodded.

"He's here this time and not frozen, I've got newbies to train I'll be OK." Bucky said and Tony nodded and got into his car.

A few minutes later Bucky found Natasha standing alone.

"You want to keep staring at the wall, or do you want to go to work? I mean, it's a pretty interesting wall but we've got rookies to train and who knows what'll be next." Bucky said with his arms crossed and an eyebrow up.

"I thought you and Tony were still gazing into each other's eyes. How do we look?" Natasha said.

"Well, it's not 107th, the Howling Commandos, SSR or early SHIELD but it'll do." he said and handed her a tablet.

"We've got some hitters."

"They're good, but they're not a team and have a lot to learn. Even though two of them are from the Air Force."

"Let's beat 'em into shape." she said and they gathered Rhodey in his War Machine suit, Vision, Sam in his Falcon suit, and Wanda in a new outfit.

"Avengers…!" he called.