Avengers: Infinite Wars

by free man writer

The Clone Wars are in full swing with the galaxy divided. The Jedi lead the clone army against the infinite droid army of the Separatists. Yet a wild card enters the fray. The Avengers. From there, newer, more sinister and deadlier threats emerge and The Galaxy, no, the universe, shall never be the same again. Co-written by Jebest4781 and BulletStormX. Now in Season 4.

49. The Battle of Jabiim

Loving the excitement everyone, really.

But, let me just get one thing out of the way.

None of the Avengers will ever exhibit Force powers. At all, whatsoever, this isn't a spoiler this is a fact.

They are devoid of the Force and therefore have no Force powers. The only people who come "close" so to speak are Wanda, Pietro and Vision but they will not have any Force powers at all. That will never happen in this story and that's final.

Whilst they can learn about the Force and take inspiration from it, none of the Avengers, nor the Guardians have any connection to the Force and never will.

But… there is one thing that can not change that but it's a concept that's going to be explored in season 3 and in all honesty it's something I'm surprised many of you have not considered. The people of the Star Wars galaxy perceive this ethereal, omni-present and all encompassing energy that surrounds them all and they call it the Force.

Yet it can be known as another name. A name many of us Marvel comic readers have heard a multitude of times, especially when we've ventured out into the stars above. It's a Power that exists across the universe but is only accessible and understood by a select few. Kind of like Force Users. As to what that is?

Well, you better put on your thinking caps for this one cause it's something I think will make a lot of sense to you all once you know what it is. And even though it's a spoiler, I'll leave you with this quote by a famous Marvel character that alludes to what it is.

To wield this power is to be in touch with every other living thing at once. It is to recognize that we aren't alone in the Universe... we alone arethe Universe. We are the cosmos coming to know itself, to love itself... and when you witness that for even the briefest of moments, you will see... there is nothing more beautiful.

There, that's out of the way and get it memorized.

Anywho, Wandavision… wow, just wow. They're really knocking it out of the park with their first tv outing. Now if only the company that produced the show wasn't such a fucking hypocrite.

But let's not dwell on that. Wandavision for me was a damn good first outing for the MCU in phase 4 and in their first attempt at television even with the nitpicks that will come with it as all stories do.

Other than that…

Rate Read and Review and as Always Have Nice Day.

Avengers Infinite Wars Chapter 49: The Battle of Jabiim

Coruscant was in complete and utter disarray.

No amount of placating by multiple officials would be able to calm the restless and terrified populace.

And quite frankly many politicians and law enforcements shared these sentiments.

The planet had just been attacked in one of the most devastating assaults perpetrated throughout the war.

There were so many issues to list that came up that one would spend weeks on end on the ramifications of just one of them.

Casualty counts kept rising, infrastructure damage was at an all-time high, the defensive measure and failure in part to anticipate such an attack.

Chaos, madness and confusion.

The core three that plagued the capital of the Republic and more than likely the entire Republic itself.

Most kept forgetting that it wasn't just Coruscant that had been so brazenly attacked.

A number of other worlds and systems had been assaulted in quick hit and run guerilla assaults with only several locations being prolonged battles.

One of them being the planet of Raxus, the capital of the Separatists.

Then there were locations across the Galaxy itself where they had reported the attacks perpetrated by Ultron.

The system of Mandalore had apparently been attacked though not the capital world itself. The outer rim, Hutt space, several key locations within Separatist and Republic space scattered throughout the mid-rim and even several other neutral systems.

This Ultron showed little to no restraint on his part on making his presence known and felt. The fact that he had attacked so brazenly was beyond what most would describe to be a simple hit and run.

It was clear as day to all that this new player had sent a profound message for everyone across the galaxy.

It doesn't matter whose side you're on.

Ultron made it clear that he was coming after everyone.

And judging by the attacks he had orchestrated, he had more than enough of the "manpower" necessary to conduct his own war on the galaxy.

Padme found herself rather stressed at this prospect, sitting within her office after a prolonged session with the Senate.

There was the Republic, the Separatists, the Mandalorians who were starting to become a more pronounced presence and now there was Ultron.

How was the Republic supposed to respond to something like this?

The Senator from Naboo felt herself understandably overwhelmed as the Senate meeting didn't really get anywhere.

Just a lot of yelling and shouting from all sides with the Chancellor having absolutely no control over the situation. She even saw that he himself was at a bit of a loss as to what to do other than to keep some semblance of order within the Senate Hall.

Easier said than done considering that a number of Senators had also perished in the attack with many bringing that up and a lack of faith in the Republic because of this.

Right now, Padme just wanted some peace and quiet.

The thought alone made her scoff derisively.

She knew there was no way in kriffing hell she'd get an ounce of sleep in the next few weeks, months even.

Sure the Naboo Senator was well aware that in a war, there was seldom a time for proper respite as they were far and few between. But this indescribable level of chaos was something that she herself would have never anticipated.

The only way she could get the proper amount of sleep needed these days was if she was drugged and kept in a state of slumber for that amount of time or if the war suddenly ended.

"Mistress Padme." Came the light voice of her protocol droid 3P0 wobbling into her office with a tray in hand. "Your tea as you requested."

Padme's smile was tired but she still beamed at the sight of a fresh pot of her favorite tea that was much needed right now.

"You're a lifesaver, 3P0." Padme said kindly, standing up to take the tray from the golden droid who gave a bashful wave.

"Oh my dear Padme, I don't think giving you what you requested is anything to bra-"

"No no. Please. Take the compliment."

The two within the office jolted with a chill running down Padme's spine at the sound of the metallic sinister voice that was heard within her office.

A moment later, the doors to her room were sealed shut and from a shadowed corner came a pair of blood red eyes and a menacing grin to boot.

Spotting this, Padme immediately unholstered her blaster that she kept hidden within her robes and pointed it at the darkened corner.

3P0 let out a cry of fright and quickly moved to stand behind her as the two heard metallic footsteps upon the floor.

Out from the shadows came a particularly tall nine foot droid that towered over them both with a face that was far too sentient for a droid. The glowing red eyes and grinning red mouth was deeply unsettling as the tall droid gazed down at them.

"Then again, most if not all synthetics in this galaxy can never understand organic meanings; let alone getting them right."

Padme put on a brave front, facing this intruder with a fierce glare. "Who are-"

"You should already know the answer to that." The Droid said in an utterly bored tone. "I love to make lasting impressions on people."

The Senator froze up slightly and her eyes glanced out to the window behind her desk and saw the destruction that Coruscant had inflicted upon it and they shifted back to the tall droid.

"You-you're Ultron." Padme said in realization.

"In the flesh, so to speak." Ultron said, chuckling at his own joke. "Some lines are worth using on repeat, don't you know."

Padme was not in the mood for games as she leveled her blaster right at the AI's head. She knew this was a being that possessed frightening danger and she wasn't going to take any chances.

Ultron chuckled mockingly at her. "Oh that's adorable~ Not that'll be any good. But nice effort on putting up a brave face."

"You're not the first person to try and break into my room and kill me."

Ultron burst out laughing, startling the Naboo native. That laugh was far too disturbing to be considered artificial.

"Kill you? Why would I wanna kill you?" He asked. "What would I do without you? I could say you complete me but I feel like that's a line that's already been used before. Better even in the right circumstances. No, no, that's not why I'm here."

"Why are you here, then?" Padme took a step back as Ultron leaned right down to her level.

His glowing red irises bore into hers with that damned grin ever present really starting to get to her.

"To thank you, of course."

This threw Padme and 3P0 into a confused loop.

"I beg your pardon?" the Protocol droid spoke up.

"Thank me? What for?"

"Both of you, actually." Ultron stated. "I owe you both a small debt."

Padme's face scrunched up in irritation. "What are you talking about? We've never met you until what you did to Coruscant."

"Oh~ but we did, Senator. My my, I'm hurt. You don't remember me at all? After the good deed you did for me when I first arrived on this metropolis of a planet." Ultron said in a mock, hurtful tone. "Of course, I didn't put up that much of a good impression on our first interaction."

"We've… met before?" Padme asked unsure of when this was possible.

Ultron sighed dramatically. "To be forgotten so easily. You're breaking my circuits, Ms. Skywalker."

In an instant, Amidala froze and her face paled yet he went on.

"Then again, it shouldn't be that much of a surprise. So many things happen in your everyday life, so much that everything becomes a meshy blur. The stress getting to you that you sometimes forget the little things. Even a small moment of good generosity. One such act of kindness, which you both performed had ended up leading to what occurred not so long ago."

The protocol droid and senator both shared a look that conveyed confusion making Ultron groan aloud.

"And here I was expecting to find an ounce of intelligence." Ultron said exasperatedly.

"Why it wouldn't do you any good if you were losing your mind, let alone your head." He tapped the side of his head as 3P0, though expressionless, slowly began to gaze upon the AI with a feeling of dread.

"You… Mistress Padme and I found you months ago in the streets of Coruscant." 3P0 whispered in realization. "Wiped of your memories and maker."

"Eh~ I lied."

Upon hearing that admittance, recognition dawned on Padme's face with her looking up at him in horror.

"We… we helped you." Padme whispered, trembling now. "We helped you."

Ultron quirked a metallic brow that he didn't have at the growing anger from the Senator.

"We saved you and you attacked us." Padme was near seething by this point.

"Well to be fair, I would have managed on my own." Ultron casually said with a shrug. "You two just sped up the process. Made it easier for me to get where I am right now."

Ultron held up both his arms in a grand gesture. "All that data I got plugged into after you gave me that body. A front row seat of the holo-net. Oh, it could've been so much easier just to take everything apart from the inside."

The AI then leaned forward, barely an inch from the Senator's face who tilted back in surprise.

"But where is the fun in that?" Ultron asked rhetorically, tone becoming rather frightening. "I have an entire galaxy to play in now. Not just one planet named after dirt. Why rush art when you can create a new magnum opus with so much time on your hands? Wouldn't you agree, Senator Amidala or Skywalker really since you prefer it so much behind closed doors."

Once more, Padme's face paled considerably with Ultron's menacing smile widening drastically.

"Yes~ I know everything about you and your secret boy toy in the Jedi temple." Ultron said with a sadistic glee. "In fact, I know so much more than you can possibly imagine."

The way he said that made Padme begin to feel a cold sweat coming on.

"If only you knew the things I did." Ultron said, finally pulling away from her to give her some breathing room. "You wouldn't believe how far of a rabbit hole you've all dug yourselves into."

The AI chuckled darkly, red irises flaring momentarily.

"I want to tell you everything right here and now just to see the look on your face when you realize everything you fight for and believe in is a lie." Ultron hummed aloud. "But why give out spoils and not let you all learn it all the hard way? Either or works for me. You will all fall before me in the end."

Before Padme had even a chance to rebuke, Ultron stepped back and in an instant, the glowing red eyes dimmed and the body fell apart.

"Oh my!" 3P0 said aloud in shock at the sudden disassemblage of the AI. "He destroyed himself!"

"No…" Padme whispered, gazing down at the scrap heap of the robot. Looking down at her hands, she noticed how they were shaking as if she were in the coldest climate imaginable.

Padme sucked in a deep breath, feeling a slight wheeze in her throat. She… she could've died just now.

This was a true moment that if Ultron had wanted it he could have killed her right here and now.

He only didn't out of some self-imposed courtesy and to gloat.

A being that was far too sentient to ever be considered a droid.

An AI that had the ability to take over any and all machinery on whim or touch.

Shaking her head out of her stupor, Padme walked around her desk and pulled out a personalized communicator that was unique in design.

A communicator made specifically by her husband.

She needed to inform Anakin of this immediately. Not just him, but the Avengers of this recent meeting.

After all, the recent attack across the entire galaxy was practically her fault.

-Scene Cut-

The Republic fleet that was enroot to the planet of Jabiim was one of the largest assemblage that the Republic had placed together within the war.

Aside from the invasion of Geonosis, this had one of the biggest coalition of forces in one grouping that had one shared destination.

The legion and battalions of the 501st, 212th, 71st, 327th, 104th and 41st were all headed towards the planet of Jabiim.

Excessively large, one might call it.

But the fact that nearly all the Avengers stressed the danger that was Ultron (not really needing to after Coruscant) coupled with the fact that Jabiim had the presence of the Separatists there with a civil war raging on meant that they needed to be there in force.

So here was a large accumulation of Republic ships heading towards what might be a trap for all intents and purposes.

Within the barracks of The Resolute, flagship of the 501st, a mish mash of some of the more well-known troopers within the legion were currently either preparing their equipment ready or getting some rest in before their arrival at Jabiim.

Most were either polishing their armor, making adjustments to their weapons or simply taking the time that they have to get some shut eye.

The majority of them were slightly tense and on edge yet one in particular was very much distressed.

This lone Clone Trooper hovered over a data pad with his expression becoming more and more distraught as he continued to scroll through it until...

"Kix."

The voice of Domino Squadrons Hevy cut through the Clone medics internal dilemma making the trooper look up to the heavy weapons specialist.

"If you keep looking at that data pad, you're only gonna feel a lot worse as you go on." Hevy said, a tired look in his eyes.

Kix grit his teeth, unable to stop himself as he looked back down at his datapad.

"The numbers just keep going up." Kix said with a hollow tone. "That's all they've been doing for the few hours now."

"It's likely not gonna stop you know?" Jesse pointed out in a blank tone. "That attack… what happened on Coruscant… the entire planet was assaulted. Aside from all the Jedi and all the Clones, there's also all the other places that were attacked."

"How in the blazes did that even happen?" Fives spoke up, seated on his bunk. "This Ultron bastard just appeared out of nowhere and attacked dozens of systems at once. Where the hell did he get the resources for all that?"

"Most of them were hit and run." Echo said aloud, his own datapad in hand. "Aside from several key locations, Coruscant being one of them, most of the attacks orchestrated lasted a minimum of ten to thirty minutes tops. The Republic capital being hit was one of the few that lasted well into a few hours."

"What were the other ones?" Hardcase inquired, fixing up his rotary blaster.

"Capital of the Seppies." Echo revealed. "Several of our own military strongholds, areas in the Hutt clans and outer rim. Tried for Mandalore though they hit the Moon of Concordia primarily and several other planets within that system."

"Sounds like a shit show." Fives couldn't help but comment. That was one of his favorite new phrases that he heard Colonel Rhodes at one point utter.

It was quaint, simple and to the point.

"It really is."

"So what are we gonna do about it?" Hevy asked. "This Ultron went and attacked a bunch of places at once right?"

"Well right now Jabiim is the main target." Jesse pointed out. "Our forces told us that this psycho Clanker's ships are there in force and he's bashing both our boys and the Seppies."

"Normally I'd love the sound of Seppies getting there's." Fives remarked. "But right now- Kix! Seriously, you're never gonna sleep if you keep looking at that damned datapad."

"Well excuse me for not being able to look away." Kix retorted heatedly. "The casualty counts gone up again."

The Clones shifted about uncomfortably upon hearing that.

"I thought they already had a handle on the casualty count." Hevy stated only for Kix to shake his head.

"No, that was the immediate headcount." Kix said. "More and more keep piling on, both on Coruscant and in other Republic systems."

"What's the number up to now?" Jesse asked nervously.

"Clone casualties…" Kix's expression dropped considerably. "Nearly 100,000 across the galaxy, ten of that being on or around Coruscant itself."

It was like someone had taken all the wind out of the Clones' lungs upon hearing such a high number of casualties.

"Kriffing hell." Fives murmured in disbelief, leaning back onto his bunk.

"And that's only the initial count." Kix said gravely. "It's still growing. There's the civilians and local militias across the systems well past a hundred thousand and nearing the million marks. And the Jedi lost about a couple dozen, just a few shy of a hundred. Possibly even more."

"Even the Jedi are feeling this?" Hevy muttered, rubbing his head. That was a rather scary thought when he thought about it.

All the Clones knew that the Jedi were not as indestructible as many had assumed they would be. They die just like any other ordinary Clone or living being.

But when you work with Jedi like Anakin Skywalker and Ahsoka Tano, it's hard not to hold credence to the belief that Jedi were unkillable.

Just the thought of losing their General and their Commander, who many in the 501st viewed as a sister/friend by this point, made Hevy visibly shudder.

He'd rather not think about something like that.

"What was that other phrase Captain Rogers talked about from his war back home?" Sergeant Coric, a Clone medic of the 501st asked. He was shaved bald and had a vertical cut over his left eye.

"Er…" Del, another Clone Trooper of the 501st racked his brain. "Fubber?"

The Clones chuckled at his mispronunciation.

"No, no." Hardcase hummed to himself in thought. "Think it was… Fubar! Yeah, that's the one."

"What's that mean again?" Jesse asked.

"Fucked Up Beyond All Recognition." Hardcase boisterously said with a loud laugh.

"You would remember that." Coric dryly remarked.

Before any other Clone was able to make any further comments, the entrance to their barracks opened up and in walked Commander Tano.

With her were Peter Parker, Barriss Offee and Clone Trooper Cutup.

In each of their hands were several boxes and trays of…

"Pizza." Cutup jovially declared aloud.

The Clones cheered aloud at this, many sitting up in anticipation as pizza boxes were handed out.

"Thank the Force for this." Hevy said aloud, grabbing two slices for himself before passing the box to Fives. "Thanks Parker."

"Hey~ what about us?" Ahsoka whined playfully, a slice of her own in hand already. "Barriss and I brought it here."

"Sorry Commander, but Cutup is the kiss up of the 501st." Hevy cheekily said.

Said Clone in question huffed visibly, patting his helmet fondly that had the markings of Ahsoka's Togrutan facial markings.

"You're just jealous of my work." He said in an affronted manner.

"What brought this on?" Fives couldn't help but ask, taking a bite of his slice.

Barriss cleared her throat at this.

"We thought… it would be a nice reprieve after what happened and what's to come." The Mirialan Jedi said in a soft voice.

The mood shifted into a more somber demeanor as the Clones once again thought back to the attack on Coruscant and the mounting losses that just kept coming in droves. Quite frankly, this was something that had been weighing more and more on the Clones as time went on.

The capital of Coruscant was attacked right under their noses and no one saw it coming.

No one.

"Well dig in, boys." Peter encouraged, trying to lighten up the mood. "Don't wanna let those get cold now, do ya?"

He proceeded to create a web hammock for himself and several others around the barracks.

The Barracks had a brief moment of contentment with everyone digging in to eat the Earthly wondrous food called Pizza.

There was a lull of silence as the Clones with the three teens just silently ate there.

All save for one Clone.

The Clone with the tattoo of the number five on the side of his temple glanced over to see one of his batchmates just as consumed in his datapad as Kix was.

And from the looks of his brother, he looked like his head was about to explode at the Clones thought process. He could practically hear his batchmates gears whirring in his mind.

"Ok, seriously Echo." Fives groaned aloud. "What exactly are you looking at on that datapad? You look like you're about to burst a vein on your forehead."

His Domino Squadmate looked up from his pad. "Huh? What?"

"You've been looking at that Datapad like you were trying to solve the answers to the universe." Fives stated. "What's been buggin' you brother?"

"Huh, noth-"

"And don't try to brush it off." Cutup stated. "With Commander Tano here, she can basically order it out of you."

"I'd do it." Ahsoka cheekily said with a sly smirk.

Echo let out a sigh but shot an amused look towards his Commander and batchmates.

"Come on, Echo." Hevy turned to him. "Out with it. You haven't said a word since you got your hands on your own Datapad. Kix at least talked but you've been as silent as the grave."

CT-1409 looked down at what he had been looking over, rubbing his chin with a thoughtful frown on his face.

"Well, I've been looking over the attack on Coruscant for a while now." Echo admitted, holding up his datapad. On it, some were able to discern that it was a map of the inner rim of the galaxy and dotted outlines that Echo was pointing to. "Ever since the attack occurred, something's been really bothering me about it."

"Why wouldn't it?" Hardcase sarcastically asked. "A crazed droid attacked the Republic on its front doorstep."

"I'm amazed we're even going on a campaign right about now." Jesse remarked.

"No, no, you guys aren't getting it." Echo said, appearing frustrated yet it seemed more towards himself. "I've been looking over the attack over and over again and a lot of things just aren't adding up."

"Like what exactly?" Ahsoka asked, now curious.

"Everything." Echo nearly exclaimed, throwing his arms up. "This whole attack just doesn't make sense. How could it have happened so suddenly like that?"

"It was a surprise attack, Echo." Hevy stated. "Emphasis on the surprise."

Echo however shook his head. "Think about it for a second. This is Coruscant we're talking about. Every single Hyperspace lane and routes around us have been mapped out and charted. The deep core is made up of Republic loyalists almost entirely. How did he get past all our defensive measures?"

"Well Ultron's an AI." Peter pointed out. "He doesn't think like a Droid or even those tactical droids we've encountered. He thinks like a hundred steps ahead of us."

"Still, that doesn't add up." Echo said. "The droids were one thing, but… hang on a second, let me just show you guys."

Jumping down from his bunk, Echo moved to stand in the center of the barracks and placed down his data pad.

Pressing on the button in the center the assembled Clones and three teens were treated to the sight of a holo-projection of the system that Coruscant resided in.

"Take a look at this." Echo pointed to several swerving lines. "These are all the known hyperspace lanes in and out of the systems around and directly to Coruscant."

Most simply nodded along and listened as Echo went on.

"I've been going over the attack several times now. And look her." Echo had the projection zoom in on the arrival of several dozen of Ultron's attacking fleet appearing out of Hyperspace. "Right there, do you see it?"

The Clones, two Jedi and single Avenger leaned forward to gaze specifically at what Echo was pointing at.

It took a few moments until Barriss was the first to realize what Echo was trying to show.

"Those came in without using any Hyperspace lanes that were mapped out." Barriss said aloud in shock.

"Wait what?" Ahsoka spoke up in surprise. "How is that possible? Coruscant has been the center of the galaxy for thousands of years. How could there be Hyperspace lanes that aren't known?"

"Ultron found them." Peter said with a grim tone.

"How did a droid find these lanes?" Fives asked.

"Ultron isn't a droid, remember?" Peter sighed.

"What's the difference?" Hardcase inquired. "Can't he be scrapped like any other clanker?"

Peter shook his head. "The droids here are programmed to do usually one or a set of functions, right?"

He got nods from a majority of the clones present.

"AI aren't like that." Peter stated. "I guess… the way I can best put it is AI are kinda like copies of living beings. Ultron is made up of three individuals, mainly the ones who made him. Mr. Stark, Dr. Banner and that scepter thingy that the Avengers were after a while ago. He has sentience, independence. Like a Droid who went from being a number-"

"To one with an identity." Jesse muttered.

"Yeah, something like that." Peter said. "But being an AI means he isn't limited like the droids here. He can think and evolve past what he was initially created to do."

"And that is?" Ahsoka asked with a hesitant tone.

Peter rubbed the back of his head.

"Uh, from what I learned about him when the others told me is that he was designed as a peacekeeping program made to help the Avengers."

"Help the Avengers, huh?" Hevy dryly said. "Bang up job he's been doing."

"That's just it, he has a twisted version of it." Peter said. "And looks like it hasn't changed."

"So what does he wanna do then?" Ahsoka asked.

"Well… if it's any indication of what he just did as his opening act." Peter glanced over to the holo-display of the attacking force Ultron brought in. "It's the same as last time."

"And that would be?" Kix leaned forward, albeit hesitantly.

"Extinction." Peter said with a straightforward tone. "Ultron wanted to bring about the end of all life on Earth or forcibly make humanity evolve. Either that or he's gone full psycho and wants to bring about the end altogether."

This bit of proclamation didn't sit well with the others.

"Great, so this Ultron fellow is like another version of Grievous who just wants to kill, kill, kill." Hevy said drably.

"Given the reports that the guy attacked the Separatists in their home turfs, I don't even think Grievous is that crazy." Echo grimly pointed out. "We're dealing with a new force in this war and it's entirely separate from both of the sides fighting."

"How do we beat him should be our main priority." Barriss said aloud, with a determined conviction. "He attacked innocent civilians and many of our Jedi and Clone brethren perished under his attack. If he is allowed to run rampant, it will only lead to more needless death."

The Clones all nodded or voiced their approval towards the Mirialan Padawan's proclamation.

"But how do we beat him then?" Ahsoka asked with a frown, looking over to her Earth friend. "Peter, since you and the Avengers fought this guy before, do you know how to beat him."

Peter rubbed the back of his head sheepishly. "Well, honestly, I never fought him. Neither has half the team really. The only ones who actually took him on were Cap, Rhodey, Pietro, Widow, Wanda and Vision. And Vision was the only one who could beat him."

"And he's still missing, right?" Fives asked with Peter only nodding in confirmation.

"So how do we beat him?"

Peter hung his head. "I… I don't know."

"So what can we do then?" Ahsoka asked with a slightly downtrodden expression.

Spiderman was quiet for a few seconds until his fists tightened and he put on a determined face.

"Doesn't matter if we can't truly destroy." Peter declared. "What matters is we beat him and make him run to the hills. That's all we can do until he's taken down."

Rather than getting a surge of confidence, there was instead a feeling of grim countenance and acceptance.

This fight they were headed towards… there was a foreboding feeling of dread as they headed towards the planet of Jabiim.

Elsewhere, within the Hangar bay of the Resolute, Scott and Hope were with Rhodey as the trio were working on a few Republic starfighters with a couple of Clone Pilots observing them.

"So what exactly have you guys been working on?" the Clone pilot called Broadside inquired. He and the rest of Rogue and Blue squadron have been watching Hope, Scott and Rhodey install these strange panels into a few of their ships and hooking them into the controls.

"This is something my dad and I worked on back on Earth." Hope said, holding up a welding tool for Scott to take. "We had developed it a while back and I think some of the boys have already seen this."

Once they were finished with their work, the three Avengers stepped back to stand with the Clone pilots.

Hope raised a small remote device and pressed down the center button on the left.

In an instant, all the ships that they had been working on shrank down to little trinket sized starfighters.

"WHOA!" Was the near collective response of the clones.

A few had seen the Avengers powers on display of course but this was new to them. There were those who spoke of the two of the superheroes being able to not only change their own size but also other objects.

A second later, the shrunken starfighters returned back to their normal size.

"Ok, so that works." Scott muttered to himself, going over to the closest Starfighter and quickly hopped into it.

A few moments later, the fighter was up and hovering in the air with many within the hangar bay having stopped what they were doing to look at the floating ship. Several seconds later and the starfighter shrank down again with a few spotting the small, itty bitty flare of thrusters at the center point to where the ship shrank down to.

"Woohoo, it works!" chimed in Scott's voice through the Avengers comms.

Rhodey smirked in approval whilst Hope openly beamed.

"Great." Hope said. "Alright, come back up Scott."

Scott's fighter grew back to regular size and gently landed on the ground with an excited Ant-man jumping out.

"It worked." Scott declared with a fist pump. "They're all ready for Jabiim."

The Clone pilots gazed at the Avengers inquisitively.

"Jabiim?" Techo, another Clone Pilot muttered aloud in confusion. "You guys are gonna be using this for Jabiim?"

Rhodey shook his head. "Not us. All of you are."

This startled the assembled Clone Pilots.

"Us?" Said a surprised Pilot named Skipper. "Why us?"

"Well, aside from us working with you all at one point or time, Ahsoka and Anakin were the ones that picked you guys out." Rhodey said. "Blue and Rogue Squadron are the two starfighter squadrons we've fought alongside the most in the air. So we're trusting you guys with these specifically made fighters when we're on Jabiim."

It was hard to deny the growing anticipation, excitement and small amount of nervousness when the Clones heard this.

"Us?" Broadside said in slight astonishment. "Are you sure about this colonel?"

"Shouldn't be too bad." Scott remarked. "We'll give you all a crash course on how these things work. It'll be simple for the most part. Thankfully, you're not the ones being affected by the Pym particles, the ships are."

"We just need you all to get at least some adjustments to the changing in perspective." Hope spoke up. "What's important is to keep your heads on straight and focused cause shrinking down can be a bit disorienting at first."

"We're gonna need every advantage we can get." Rhodey said, tone turning more grim. "Ultron is not gonna play around. He's gonna try to beat us down both in force and in our heads. To you guys, he's just another oversized droid. To us, this was a being that almost succeeded in causing the extinction of our planet. Do not take him lightly."

Those last two comments in regards to extinction was enough of a gut punch to dissipate some of the excitement the Clones had built up with the prospect of these ships. The Avengers were exceedingly serious this time as many have seen, far more than virtually everyone else even after what Ultron had done.

To see beings with skills, abilities and technology that rivaled and even in some instances outclassed the Jedi be so determined and worried at the same time was a rare sight for those who knew them well enough.

As well as it being disconcerting.

"Ok." Rhodey spoke up. "Who's up first? Three volunteers."

While this group of Avengers was handling this matter, the rest of them were gathered within the war room with their latest missing enhanced with the Jedi and Clone Officers.

There were three Jedi and three Clone officers physically present, the others were here via holo-transmission with them practically surrounding the control room of the bridge.

The Jedi Contingent were Anakin, Obi-wan, Aayla, Ima Gun-Di, Plo Koon and Luminara. Their Clone officers, Rex, Cody, Bly, Keeli, Wolffe and Gree all stood by their generals' side.

And the Earthers present were Cap, Widow, Falcon, Quicksilver, Daredevil, and the newest member to the Avengers unofficially, Black Panther.

"I did not realize I would be stepping into something like this so suddenly." T'challa, Prince of Wakanda murmured to himself as he stood with the Avengers before the Jedi and Clones.

Next to him was one of the few he knew personally enough being Matt Murdock.

The blind vigilante lawyer of Hell's Kitchen snorted to himself.

"We all shared the same sentiment when we all appeared here." Matt responded, helmet currently off.

T'challa simply nodded, gazing back at the collection of Jedi and Clones.

When he was brought on board, a number of the Republic forces and even several of the Avengers were surprised at the Prince's insistence on coming with them.

They would have assumed that he would rather stay behind and recuperate on Coruscant after being on his own for so long in the galaxy.

Instead, they found royalty who was rather eager to get himself involved with the Avengers and remarked that for now, it was smarter sticking with them than staying behind. He wished to very much be involved in this judging from his attitude and the Avengers for now simply accepted him, knowing that a man of his character isn't one to back away from something like this so casually.

For now, he simply would be with them and observe this meeting.

A moment later, Mace Windu and Grandmaster Yoda joined the holo-transmission, appearing on the holo-table itself.

"We're all here then." Obi-wan declared, taking a moment to gaze around the assembled group of individuals.

"Then begin, we shall." The tiny projection of Yoda said.

The large group nodded as a new projection appeared before them of the planet that they were currently on route to.

"This is Jabiim." Plo Koon began. "An outer rim world that has been with the Republic for centuries. Recently, it has been a point of contention between the Republic and Separatists which escalated due to a Civil war sprouting between the natives of the planet. Those loyal to us and those that support the Separatists."

"What's the importance of this planet?" Nat asked aloud. "I know it's a little rude but you said this is an Outer Rim world. Wouldn't it be difficult holding it considering how far off it is from Coruscant and even Kamino itself?"

"It's still a part of the Republic and we will not abandon it to be taken by our enemies." Obi-Wan said with a shake of his head. "This is a planet that is just as important to us as it is to the Separatists."

"And apparently to Ultron now." Aayla stated.

"He targeted this planet for a reason. There's something there that he wants." Steve said aloud, stepping forward.

"Like what?" Bly inquired aloud. A few of the Jedi and Clones were sorta aware of Jabiim but they didn't fully understand the significance of this Outer Rim world.

"Prior to the beginning of the war, there was a discovery of natural metal ore that on the outbreak of the war, the Republic realized it could be utilized in our efforts against the Separatists." Mace Windu revealed, with several of the Avengers openly frowning on this aspect.

"So this planet only mattered to you after you found out it had value?" Pietro spoke up with a glare directed at the Jedi Council Master.

Mace Windu gazed back at the speedster unflinchingly.

"It was not our call to make." Windu shot back calmly.

"Really now?" Pietro said, voice rather snide, surprising many present. "How awfully convenient. I bet you guys didn't even care about this planet until you found out about this ore they had."

The Jedi and Clones were put off by this sudden tone displayed by the usually cocky and laid back Avenger.

"It's a war, Mr. Maximoff." Windu stated in a cool manner. "Undesirable situations happen on a daily basis."

Pietro found himself nearly snarling until he felt the strong hand of Steve on his shoulder. Looking back at the Captain, he saw the leader of the Avengers shake his head for him to stand down. Now wasn't the time for this.

Biting back a growl, the speedy Avenger stepped back but his clearly angered expression remained.

Obi-wan cleared his throat, hoping to dispel the now rather awkward air.

"Jabiim has been a hotly contested world between the Republic and Separatists." The Jedi Master said, voice calm and composed. "Since the outbreak of the war, the planet has been in a heated civil war between those that wished to secede from the Republic and those that have remained loyal. Until…"

The holo-projection of Jabiim soon was joined by a litany of ships with those marked by the symbols of the Republic and CIS and a large slew of red highlighted ships.

"Ultron has recently attacked the planet with a large force of nearly a hundred ships." Kenobi revealed.

"He's after the Metal Ore then." Plo surmised.

"Maybe." Steve said, arms crossed. "But maybe not."

"A different objective you believe Ultron has, Captain Rogers." Yoda stated rather than asked.

"The Metal ore is one aspect I think he'll undoubtedly want to get his hands on." Steve remarked, stepping forward and pointed at the army. "But Ultron isn't like any enemy we're facing right now. Knowing who he is, there's more to this than just a massive assault on a planet where the Republic and Separatists are fighting each other."

Black Widow then made her voice known. "When we faced Ultron the first time, he made great efforts to make himself difficult to track until he made his presence known. He attacked several locations for the sole purpose of gathering supplies and resources."

"So he's doing it again then." Anakin surmised.

"That's what he's been doing since coming to this galaxy." Sam said in a firm tone. "Where else would he have gotten all those ships that he has."

"How can he even control all those ships?" Captain Rex couldn't help but ask.

"Ultron is a being of data and information first." Widow reminded the group. "He isn't like any ordinary droid that you've all seen."

"Yeah, we're well aware." Anakin grumbled aloud.

"He has the ability to control multiple Drones and Droids so long as they're all connected to him. A Hive Mind system so to say." Widow said, making Skywalker hum aloud.

"So he's kinda like a Separatist Capital ship then?" Anakin asked.

"What do you mean?" Steve tilted his head in confusion.

"Long story short, most Capital ships act as the central matrix for the control of the droid army that some droids come from." Anakin said. "Take down the capital ship, you take down the army."

"Is that how Ultron operates?" Luminara inquired, looking to the Avengers.

Pietro scoffed, shaking his head. "No, he doesn't have a place like that. Ultron is an AI. He can transfer his consciousness into other forms of technology and keeps himself alive like that."

"The only way we were able to beat him last time was we trapped him and prevented him from being able to transfer his consciousness anymore to other drones and technology." Widow stated. "But we had Vision last time who was the only one that could do that."

"So what can we do right now?" Plo Koon asked, hoping to keep things focused on the task at hand.

"You implied that there is an ulterior motive to Ultron's attack, yes?" Jedi Ima Gun Di said with Steve nodding.

"Ultron's attack on Coruscant and the Galaxy really was his coming out party, his grand debut." Sam drawled out. "We may have "beaten" him back in the eyes of the galaxy but that didn't really matter to everyone else."

"We're facing an enemy that has made his intentions clear to all sides within this conflict." Matt Murdock spoke for the first time since the meeting began, making all turn to him. "He is not on anyone's side but his own. He's made that obvious. He attacked multiple locations where many factions, you could say, hold a great deal of influence. Coruscant, Raxus, the Mandalorian sector, Hutt space. But he's targeted a planet where the two sides of the war are currently fighting right now."

Matt took a moment to collect his thoughts.

"The first attack was an opening message." he went on. "I am here to turn everything you've been fighting for on its head. I think that's something many can easily surmise. But this attack? This central focused assault? This is his statement."

Slowly, the implied meaning behind Matt's words began to dawn on the Jedi and Clones as they gazed upon the warring planet of Jabiim.

"He's gonna try to beat back both sides." Commander Cody said aloud with a grim tone.

"If he can do that for all the galaxy to see after his initial attack, how do you think the galaxy will react?" Steve asked though he was not expecting an answer.

The question and really the silent answer was left hanging in the air, the message sinking in for all to realize that this new foe was someone they were not truly prepared for.

"So what can we do?" Di asked.

"First things first, we'll need to turn the attention of the troops onto Ultron." Steve said in a tone that brokered no arguments or disagreements. "He is the main priority now."

"If there are any Jabiim citizens that are still present on the planet, begin getting transports for them to get off." Widow added. "Ultron showed back on Earth and here that he doesn't care for civilian casualties. He'll kill any and all in his way."

"What about the Separatists?" Commander Wolffe reminded the group. "Don't think they'll be keen on working with us to take out Ultron."

"They'll learn the hard way then if they don't realize that he's gonna kill all of them." Sam's emphatically shot back. "Right now, this ain't about two sides fighting a war. This is about beating back an asshole that can fight two armies at the same time."

"Prepared, we must be." Yoda said, cutting through the chatter. "Avengers, your enemy this is. Follow your leads, we shall."

Windu looked down at the small Green Jedi. "Master Yoda, are you certain that-"

"Certain, I am not. Conflicted in this regard, I am." Yoda cut him off with a frown. "The Force, silent it is on the matter of Ultron. Better placed in the hands of those who know our foe, we must trust."

There was a moment of silence that hung in the air over the large group until Anakin sighed loudly with his robotic hand running over his face.

"Alright, let's not stand here like we've lost already." The Jedi quipped. "Cap, take it away."

Steve simply nodded, instantly going into the planning stages as the Republic fleet drew ever closer to Jabiim.

-Scene Cut-

Jabiim, in the Outer Rim, was presently experiencing a storm in more ways than one.

Outside of the war reaching this world, there was a fierce rain shower in numerous areas across the planet.

Afterall, it was a world deluged by torrential rains, experiencing fewer than five days per standard year without precipitation. It's surface was constantly shifted due to the downpour. Because of the weather, this world had a very unstable electric field with electric storms being quite the norm. With this, aircrafts and repulsor crafts are heavily affected.

For generations, Jabiim had been rich in valuable ores.

But over the years, this form of trade had dwindled.

This eventually resulted in the civil unrest the planet's residents have suffered from.

When the Republic fleet composed of six different legions and battalions arrived over Jabiim, they were practically swarmed instantly by Ultron's forces.

There were rapid deployments of pilots from all ships as many on all the bridges watched with wide eyed shock at the sheer chaotic nature of the battle currently happening.

Many watched as Republic and Separatist forces were desperately trying their damndest to avoid the seemingly limitless number of Ultron Drones and commandeered fighters that were blowing ships out of the "sky" left, right, up, down and center.

The arrival of more Republic Forces only threw more fuel into the fire that was this naval battle above the war torn planet.

Much as there was a want to assist the Republic fleet that had already been struggling to stay alive in space, those in the know were well aware that right now, they needed to get down to the planet.

So, multiple LAAT gunships numbering near the hundreds were sent down to Jabiim in droves.

As soon as the ships broke through the atmosphere of Jabiim, they were harried by billowing winds and an endless deluge of rain.

The Pilots stated that it was damnably difficult but they could still make it to the intended destination of Shelter Base, the acting HQ of the Republic Forces of the planet.

In a stunning stroke of luck, a majority of the LAAT gunships had managed to get to their intended destinations with the Clones coming out in droves to reinforce the already established Clone battalions and the two dozen Jedi who were already present on the Planet.

The Jedi, Avengers and Clone contingents quickly piled out of the gunships and were met with the blistering weather of Jabiim.

In a matter of seconds, practically everyone was drenched from head to toe.

"Man, here I thought the storms along America's east coast were bad." Rhodey stated, glad that his suit was air sealed, preventing the mud and water from getting into his suit.

His comrades, other than perhaps Peter, Matt and T'challa were not so lucky.

"This place is the worst." Ahsoka exclaimed, being doused by the unending rain.

"I do concur." Barriss said, opting to take down her hood and tying her long hair up into a bun rather than let the cloth stick to her forehead. Her clothing was already soaked and somewhat weighed her down.

"For once, I find myself regretting the choice in clothing the Jedi keep." Luminara said to herself, having to adjust her headwear to keep the water out from her eyes.

"Not everything can be universally suited for any and all environments." Obi-wan admitted.

"Could be worse." Steve stated, drawing a few looks of annoyance. The super soldier shrugged. "Back in the old War, I had to stay in some unsavory places."

"I slept in caves a few times." Sam added.

"The jungles of Wakanda were places I had traversed through many times." T'challa said.

"And we've had our own fair share by this point in case you forgot." Came Anakin's deadpan response.

Several of the Jedi Masters were silently grateful for this moment of levity, brief as it was.

Quite frankly, there was a growing foreboding feeling that many were starting to take note of and they didn't like it in the slightest.

"So glad Mr. Stark had this suit heated." Said Peter.

"Of course, Mr. Parker." Came the voice of the AI within his suit. "Mr. Stark went through extensive planning to cover multiple scenarios you may go through."

"Mr. Stark overdid it this time." Peter murmured, grunting as he kicked himself out of the muddy surface. "Of course I do wish I didn't have to really fight my way to get my feet out of this mud."

"At least you have something like that to keep you warm." Ahsoka whined, rubbing her arms rapidly with Barriss stepping close to her friend so the two could share body heat.

"Don't you guys have robes?" Sam asked. "Why didn't you bring them along?"

The Togrutan Padawan gaped at the aviator, mouth opening and closing a few times until a flustered look appeared as she pouted.

"Shut up." She muttered in defeat.

The group couldn't help but chuckle at the Padawan's response when a human female Jedi with a Clone that had Yellow accents approached them all.

"Master Kenobi, Master Plo." The woman greeted with a relieved smile. "Thank the Force you all came when we needed you."

"Leska." Obi-Wan greeted kindly, the two grasping arms with the now identified Jedi doing the same with all the newly arrived Jedi.

"Thank you all for coming here when we called." Leska said, tone conveying a tired feeling. "Jabiim has spiraled completely out of control. We've been fighting a new enemy-"

"That's what we're here for." Captain America said, gaining Leska's attention. "Tell us everything that's happened here since this new enemy Force arrived."

As the adults were discussing the present matter, the teenagers were conversing on their own.

"So this AI you have…" Ahsoka was a bit hesitant as she was slightly nervous. "It isn't like… you know?"

"Mr. Stark made me personally with the sole intention of only assisting Peter and the Avengers." The voice of Peter's AI within his suit said with a kind tone. "That also means helping out their friends and allies as well. You and Barriss included."

"Then it's like the one in Rhodey's suit and not Ultron?" Barriss pondered.

"Basically yes."

"Good to know that Peter's suit won't take control and go on a killing spree." Ahsoka muttered in dark humor.

"This suit does have an 'instant-kill' mode to make that possible." Peter admitted.

Silence filled the immediate space, causing Barriss and Ahsoka to take a step away from Peter.

"Is that the truth?"

"It is."

Another step was made by the padawans.

Peter openly rolled his eyes at the two. "You guys, I'm in control over it. I'd only go for instant-kill in an emergency situation not willy nilly."

"It's true, Peter would not do that." Came the voice of Peter's suit AI.

Barriss and Ahsoka shared a look at one another before facing Peter again who was gazing down at his mask he held in his hand.

"Though there's a lot to learn about this suit." Peter murmured. "I knew Mr. Stark put a lot of features in this thing but I can barely keep up with all of it."

"Mr. Stark installed the training wheels protocol to allow you to assimilate to the suits various functions." the AI responded.

"Training wheels, huh?" Peter muttered in amusement. "Not sure I need that right about now."

"I concur." The Suit AI said, sounding wholehearted. "I have reviewed a multitude of the suits recordings and with the escalation of your involvement in battle, my emergency functions have unlocked and full suit utilization has been unlocked."

"I think it would have been more prudent that you had come out sooner than later." Barriss stated with a slight frown, Ahsoka nodding alongside her.

"Unfortunately, my programming prevented such a matter." The Suit AI said earnestly.

"Look, it's alright." Peter said, patting his chest emblem. "You're here now so let's make the most of it and figure out what this suit can do along the way."

"Can do." The Suit AI said chipperly.

"Ok, so… she's not gonna kill us." Ahsoka joked in a dry tone. "But… I don't know about you, but I don't think we should keep calling that AI 'Suit-Lady'."

"Should probably give it a name." Peter agreed.

"It does have a feminine voice." Barriss noted.

The trio hummed in thought.

"Liz?" Peter questioned before quickly shaking his head 'no'.

"What about Ria?" Barriss suggested, yet Ahsoka frowned in disapproval.

"Doesn't sound like a Ria."

"Maybe Gwen?" He began pondering for a few moments. "Karen?"

"Karen?" the girls said at the same time.

"Karen." The AI hummed aloud thoughtfully. "You can call me Karen if you want."

"Alright then, Karen it is." Peter declared with a small smile, slipping his mask on.

The three teens heard Anakin call out to them a moment later.

"Looks like we're needed." Ahsoka said airily.

"Yes, let's get to it then." Barriss nodded and they walked back over to rejoin the larger group.

Most everyone was here yet a few of the Jedi, Avengers and Clones went in other directions within Shelter Base to spread out their forces and get a better lay of the area.

One of these groups was composed of a speedster and two individuals he was very familiar with.

Currently, the Jedi and Clone Captain were in discussion over the matter of having the men ready for combat while their speedy companion was unusually silent.

Some the Force-user took note of.

"You're a lot quieter then I'm used to seeing you as." Jedi Master Di muttered to the Speedster next to him.

"And I've noticed Keeli and 71st have a bunch of lightning bolts all over their armor. Mind explaining that?" Pietro quipped back, the Clone Captain on his right snorting aloud at this.

"Don't let it get to your head, Maximoff." Keeli said, lightly nudging the Avenger with his Avenger. "You're bullheaded enough as is."

Pietro snickered, thumbing his nose whilst pushing back against the Clone Captain lightly.

"And the 71st is just soooo by the book."

This time it was Gun-Di who laughed. "And who is to blame for such "drastic" changes in how we conduct ourselves?"

"I will neither confirm nor deny my involvement in turning the 71st into badasses." Pietro said in false-neutrality. "Actually, them becoming more badass, I'll claim the credit but not the method."

Keeli rolled his eyes good naturedly at this statement.

"That's not how it works and you know it."

Pietro chuckled at the Captain until he felt General Di place his hand upon his shoulder, making him look to the Nikto Jedi. His friend held a serious gaze to him, his eyes boring into Pietro's.

"My friend." Di began calmly. "What has been bothering you so?"

Pietro blinked. "Huh? What are you talking about?"

Di only shook his head. "You may be difficult, if not impossible, to detect within the Force but one who knows a man who wears his emotions on his sleeves is easy to read. Something is on your mind, my friend."

The speedster was about to deny it when Keeli cleared his throat.

"General Di isn't wrong, Pietro." Keeli said with a small frown. "We both know something's been on your mind for a while now. What's wrong?"

Pietro opened his mouth to respond only for him to shut his mouth and turn away from his two friends.

Walking ahead of them, he stopped at a nearby window that showed the constant downpour of Jabiim. Far off in the distance, he saw multiple bursts of light showing the intense battles raging over the horizon.

Battles the Avengers and their allies would be rushing headlong into.

Sighing aloud, Pietro turned back to his two friends and without warning, hefted up his friction fiber suit and revealed a litany of large fading gashes and scars across his body.

"The last time I fought Ultron, this happened to me." Pietro said in a blank tone.

Di and Keeli's eyes widened exponentially as they gazed upon the ugly scars that hit a number of areas where vital organs were.

"Holy Kriff, Pietro." Keeli gaped. "How in the hell did you survive?"

"Almost didn't because of him." Pietro said, pulling his shirt back down. "If it weren't for my… enhancements, I would be as good as dead. But to me, at the time… it was worth it. Ultron was defeated and the people of Sokovia were saved, even if it became a heaping pile of rubble as a result."

Di and Keeli shared a look with one another with the latter going over to slap him hard on the back.

"Yeah, and has that stopped you at all?" Keeli asked encouragingly.

Pietro gave him a quizzical look.

"You've beaten this Ultron before." Di added on. "Who's to say you won't be able to do it again?"

"And this time, you'll have the 71st Legion and five other armies backing you and the Avengers up to take this clanker bastard down." Keeli declared.

Pietro huffed out a chuckle in response. "Good to hear of that."

Elsewhere, the large group of Jedi, Clones and Avengers were getting acquainted with the multitude of other Jedi and Clones who had already been stationed here coupled with the Jabiimi loyalists.

At first it was a simple debriefing of the ongoing fight that had been going on here with how the planet had been in a bit of a stalemate for the last few months.

Now though…

There was a clear sense of panic at the arrival of a new enemy that had been attacking both sides indiscriminately.

"Ultron?" Jedi Leska repeated the name of the new faction that has come to Jabiim.

"Have you heard about the attack on Coruscant and other parts of the galaxy being assaulted by an unidentified enemy?" Luminara inquired with Leska nodding.

"Of course." Leska stated. "Who hasn't by this point? It was being broadcasted on every comms channel. The Separatists even halted their attacks due to their own planets being invaded."

"Yeah, that was all him." Sam grimly said. "And now he's here in bulk."

"What could he possibly want with Jabiim?" A Loyalist Captain asked.

"Easy, your Ore." Anakin bluntly said, making a few of the Jedi present shift about uncomfortably.

"And he is not afraid to kill you all to get it." Steve said, tone dark. "Ultron isn't on anyone's side but his own in this conflict. So we're facing a wildcard now."

There was a feeling of mounting dread that came over the large group as the usually confident and optimistic Avenger had a more foreboding air around him.

"Our priority right now, is not securing our bases." Steve said with a tone that brokered no argument. "You told us he's already attacked multiple cities right?"

There were nods from the loyalists.

"And that's what he's going to continue to do." Steve stated. "Ultron doesn't care for the Nationalists or the Loyalists. He will come after you both, your people, your cities, your families."

The feeling of dread had only grown now as Cap went on about who it was they were facing.

"Right now, we need to focus on one thing and one thing only." Black Widow now spoke up. "Getting all of your people off Jabiim."

"Wha-" a Jabiim Loyalist with brown hair and green eyes stuttered out. "Abandon Jabiim? I thought you all came here to help us."

"We are." Obi-wan said with a serious tone. "That's exactly why we were assigned here. To get everyone off the planet."

"But can we not fight back against this Ultron?" the brown-haired Jabiimi argued.

"Orliss." Leska said softly, placing a hand on his shoulder to calm him down. "Please, just let them speak for a moment."

The man appeared to want to rebuke this suggestion but took a moment to compose himself and nodded.

"Look, we don't like this as much as you do." Rhodey said to the man. "But right now, the entire galaxy is freaking out after this asshole went and attacked everyone. We are the only help that was able to come right now 'cause the Senate is too busy with their heads shoved up their ass's to do anything about it."

"Crude as a statement as that is, Colonel Rhodes is correct." Rumbled the baritone voice of Plo Koon. "Ultron's forces outnumber both sides of this conflict. There is also the present danger that he can interfere with our technology should he choose to do so."

This statement only furthered the growing sense of fear within the Loyalists.

"Jabiim may fall to Ultron but at the very least, we can save its people." Aayla said passionately.

"And when the time comes, we will Avenger its loss." Sam emphatically stated with the group now silent.

After a few moments, Orliss let out a sigh of resignation and nodded.

"You're right." The Jabiim native said. "The people of this planet come first. What should we do then?"

"Hopefully, we can organize a proper extraction of your people. But for now, we need to resolve this issue with the Separatists still on this planet so this plan can run smoothly." Anakin said. "We'll divide up our forces in three. Those that will take care of the Separatists, those that will head to populated areas and begin rounding them up for extraction and those that will take on Ultron's army."

"It won't be easy without air support." Leska said with a forlorn look. "The weather has not been particularly kind in allowing starfighters in through the clouds to get them down here to assist us."

"Not to mention our forces are spread thin. We need to reunite them for your plan to perhaps work."

"Don't worry about air support." Wasp abruptly spoke up, holding up a small briefcase while sporting a small smirk. "We'll have it. I can promise you that much."

Leska merely wore a confused look at what the Avenger meant, but that would cease very soon.

-Scene Cut-

In one of the muddy fields of Jabiim, a pair of Nationalists were hiding in the trenches.

"The Republic forces are on the move again."

"I know… and I hear that they have Jedi with them."

"Being honest with ya here and now. I didn't even think Jedi were real until recently."

"You kidding me? Did all the waterlogging get to your head finally get to ya?"

"Might be, but it's the truth." The one soldier turned to his trench buddy with an inquiry. "Is it true they steal babies?"

The second soldier merely snorted. "Yeah. And they cut women in half with their laser swords."

"Then you also heard that they grow their soldiers in vats? Them having a platoon of super soldiers. And ride giant, four-legged monst-"

The first soldier stopped talking when both he and his friend felt something.

"What's that? A planet-quake?"

"No… Something's coming… Something big…"

It was then did the pair look over to see what the cause of this quake was.

A number of AT-TE and AT-AT's were traversing the muddy landscape as they began firing upon the enemy.

"It's the Republic!" One of the Nationalist soldiers shouted. In response, the rebels began firing at the new arrivals.

"That armor is too thick!"

"Retreat!"

"Fall back! Get to the defense perimeter!"

The Nationalists were quickly running back as fast as they could through the mud of the battlefield. Some were shot down while others unfortunately tripped themselves up upon the uneven grounds they ran upon.

Pursuing them were the soldiers of the 41st and 212th legion being backed by the 734th Battalion led by General Leska.

In the line was Jedi Masters Luminara Unduli and Obi-wan Kenobi with the former's Padawan Barriss Offee and a dozen other Jedi masters and Padawans.

"Remember, our objective is to take them down quickly and bring them to the evacuation zones." Kenobi shouted amidst the chaotic battle, deflecting blaster bolts left and right.

Leska swatted away a number of bolts of her own. "Easier said than done. They'll no doubt think we're just gonna take them prisoner and torture them."

"It's either that or they die under that Ultron Clanker." Commander Gree said, his white and green armor already covered with grime and mud.

By this point, a majority of the Clones had their armor stained as the explosions across the battlefield kept kicking up dirt. Others either fell over from the horrendous unstable ground itself or ducked down from blaster fire.

"Waxer, Boil, take a squadron of men and reinforce the left flank." Commander Cody shouted, his two top Lieutenants nodding and barking out orders for several dozen clones to follow after them.

"The nationalists' defensive lines are over that ridge there." Jedi master Sirrus yelled, pointing ahead of them.

"Barriss, you and Gree take the bulk of the men and move up the middle." Luminara instructed her Padawan. "They'll be targeting the AT-TE's and AT-AT's. We need to keep them off us."

"Yes master." Barriss looked to Gree and nodded, the Clone Commander nodding back and the two moved up to said position with a majority of the 41st following after them.

"General Kenobi, we're overrunning the main emplacement. I suggest you send a flanking force to prevent enemy retreat." Spoke the Clone commander working under Leska.

Giving a quick nod, Kenobi pulled out a transmitter and called one of the padawans that was a part of Leska's entourage prior to their arrival. To his knowledge, they were either at Shelter Base or Cobalt Station with the rest of the Republic forces.

"Kass, this is Obi-wan Kenobi! Your unit is closest. Get around the back of that hill, now!"

"Finally! We've been waiting for our orders for hours!"

"Sorry for the delay. We've been having an excess of issues on our end."

"Same here. Mostly trying to survive by this point."

"Ah, the 'Padawan Pack' to the rescue." Said Leska's clone commander. "As if this mission wasn't dangerous enough already…"

"You do know you're still transmitting, Commander." Came a dry response from the Padawan on the other end.

The Clone Commander snorted. "I know."

"Very funny Bolt." Was Kass's response.

"People, much as I am one for humor." Obi-wan said good naturedly. "We're in the middle of a battle."

"Right." Kass sounded sheepish on her end. "Sorry Master Kenobi."

The battle raged on for another hour with the Republic slowly pushing back against the Jabiimi nationalists.

With the swift movements of Kass Tod, the 212th and 41st's spearheaded attack and the use of the larger, more imposing presence of the Republic walkers, victory at last came to the Republic on this field.

Now, Nationalist soldiers were being rounded up by the Republic with multiple Gunships coming in to assist the cleanup of the area.

From the gunships came Anakin and Ahsoka with the 501st who moved about to help their fellow Clones and Loyalist allies.

A young female Jedi around Ahsoka and Barriss' age knelt down beside the wounded soldier that was shot down mere moments ago.

"Just stay awake a little longer, soldier. This will all be over soon."

Yet the nationalist soldier tried to crawl away from her. "Don't… Don't touch me."

Master Sirrus came forward, kneeling down beside his padawan. "Relax, my padawan Aubrie is one of the Jedi Temple's best healers."

"He'll live, master- only to fight against us, you know." Aubrie murmured.

"Just patch him up, Aubrie. Then we'll speak with General Kenobi." Sirrus said, leaving his Padawan to her duty.

She was so concentrated on the soldier that she didn't realize another Jedi had come up to her and knelt down beside her.

Aubrie Wyn blinked at the sight of the olive green hands hovering beside her own.

The young Padawan looked up to see none other than her newly acquainted fellow Padawan Barriss Offee.

"Barriss?" Aubrie said in surprise.

"I didn't know you had the ability to heal like I did." Barriss happily said. "I know it's a rare ability amongst the Jedi."

The younger Padawan was suddenly feeling a bit bashful as she inclined her head down to focus on healing the Nationalist soldier.

Barriss observed her fellow Padawan at work before looking down at the soldier who was glaring up at the sky, making it obvious he did not wish to be shown this sympathy.

"I'm sorry this happened to you." Barriss said softly. "We'll get you to safety, I promise."

Aubrie was slightly surprised by this small comment with the Jabiimi nationalist looking up at the Jedi in bewilderment.

"Why help us?" The Jabiimi nationalist grunted bitterly. "You Jedi freaks are nothing more than Republic dogs."

Barriss didn't respond at first, going over to an injury on his arm.

"We help because that is our duty." The Mirialan Padawan said resolutely after a few more seconds of silence. "Regardless of where it is you come from."

The Nationalist had no response to that, simply opting to lay there as the two Padawans went about healing him until he was taken away with the other prisoners that had been rounded up.

"I think that's the last of them. No one escaped." Anakin noted, looking at the Nationalists being rounded up by the Clones and Loyalists.

Off to the side, Ahsoka spotted her friend Barriss and quickly jogged over to her.

"Hey Barriss." Ahsoka greeted, her friend giving the Togrutan a small smile.

"Ahsoka." she nodded, standing up to her full height. "Where are the Avengers?"

"They're taking out a battalion of Ultron Drones attacking one of Jabiim's cities." Ahsoka informed her with a frown, her mood becoming slightly crestfallen. "The city… half of its population…"

Barriss's eyes widened slightly upon hearing that, looking down with a depressed look on her face.

"They are with the Force now." She whispered to herself.

"They didn't have to be." Ahsoka muttered, fists clenched tightly. "Ultron… he's just rampaging across the planet."

"The Avengers did warn us of his intentions." Barriss softly reminded her.

"I know and we saw it firsthand." Ahsoka said with a grimace. "I just…"

The sentence was left unfinished between the two as Barriss understood just how much Coruscant was affecting her and she couldn't blame her friend. She was dealing with the same thing right now as were many across the galaxy.

As if the war wasn't enough, now there was a new wildcard that has played his hand and is already well on his way to securing yet another victory.

"Come on Ahsoka, help me with the wounded." Barriss said, gesturing for her to follow which Ahsoka did so without hesitation.

Honestly, helping out some troopers was a welcomed momentary reprieve.

As the two Padawans moved about assisting the Clone medics in tending to the wounded, Anakin, Obi-wan, Leska, Luminara and Sirrus and their Clone Officers all spoke with one another.

"This battlefield is ours, if only temporary." Kenobi said, arms crossed with his hand stroking his beard. "I've gotten word from Plo and Aayla that they are making progress on their end."

"Master Di and Colonel Rhodey reported the same after I left them." Anakin said.

"The only problem we've gotten are the cities being attacked." Captain Rex spoke up. "I've gotten word from the 183rd that the city of Jaree is being harried by Ultron's forces. They're barely holding out."

"Has there been any word of their evacuation procedures?" Leska asked with Rex shaking his head.

"Ultron's orbital fleet is making it a nightmare for ships to come down and get civilians off the planet." Anakin said with a deep frown.

"Perhaps Plo and the 104th can handle aerial evacuation?" Luminara suggested with Commander Gree backing her up.

"They are some of the best pilots in the Republic." Gree said. "The Wolfpack thrives on these kinds of situations."

"You wouldn't be wrong on that count." Anakin said knowingly.

"Right now we need to focus on the here and now." Cody said with a calm tone. "The sooner we can take care of the Seppies and their allies, the sooner we can concentrate on Ultron and the evacuation procedure."

"We have assembled all the Jabiimi nationalists here and have taken their base here." Sirrus said, his head gesturing over to their holdout.

"Good. We'll need to interrogate all of the survivors. This is the third defensive position we've taken this week." Spoke Bolt. "Oddly enough, no battle droids I recognize."

"I would be a bit surprised right about now if they did use them." Obi-wan admitted. "The Avengers informed us of Ultron's capabilities in being able to possess almost any form of technology. There were multiple reports of droids acting irrationally before attacking any and all near them across the galaxy."

"Given the basic scope of what most of us compiled when Ultron attacked Coruscant, we're pulling a bit of those zombie flicks the Earthers showed us." Anakin remarked.

Rex couldn't help but snort. "With what? Double tap?"

"Basically, yes." Said Skywalker. "If any of you got any better ideas, we're all ears."

Obi-wan shook his head. "For the time being, it is best we stick with securing our victories and getting off the planet as soon as we can."

They all nodded and dispersed across the field, Anakin and Rex with Luminara and Gree looking for their Padawans/Commanders.

They spotted the two Padawans helping a clone trooper remove a piece of his shoulder armor for Barriss to use her Force healing.

Next to them was Aubrie Wyn healing another Clone Trooper.

"Ahsoka." Anakin called out to her, making the Togruta turn to her Master.

"Master." Ahsoka said with a small smile. "Hey Rex, boys alright?"

"More or less." Rex shrugged.

"How are things here, Barriss?" Luminara gently asked her own Padawan.

"Fine is putting it mildly, Master." Barriss said, showing a sense of remorse which was alleviated slightly by the pat of appreciation from the trooper she healed.

"We'll leave you to it." Anakin said. "Come on Ahsoka, we're needed elsewhere. Heading back to Shelter Base to regroup for our next move."

The Tortuga merely nodded before giving a silent farewell to her fellow padawans for the time being.

Walking through the camp, Ahsoka was rubbing her arm as she conversed with her Jedi master.

"Everything alright snips?"

Ahsoka looked around, regarding the Republic forces with a more kind expression whilst the nationalist received a neutral and slightly pouty look.

"The prisoners are terrified of us, Master." Ahsoka murmured, looking ahead.

"You must remember that there are over a hundred thousand inhabited worlds in the Republic." Anakin said automatically, as if it was rehearsed.

"One accused me of eating children!" Ahsoka said a bit petulantly.

Anakin frowned, having a reminder of hearing such things during the past decade since he trained under Obi-wan.

"And there are now only a few thousand of us. Billions of beings have never seen a Jedi. Millions have never even heard of our Order. Or of the Force. When we do appear, we can be killers, but also healers. Thank the Force for that." Skywalker remarked, gesturing head back to the two Padawans they had left behind who were healing any and all who needed it.

Ahsoka didn't know what to make of that with Anakin rubbing his chin in thought.

"Ahsoka… when you met Master Plo, did you know he was a Jedi? Did you even know what a Jedi was at the time?"

"Er… sorta." Ahsoka said.

"And what have you heard about them?"

"Just that the Jedi were some weird wizard monk people."

Rex chortled with Anakin shooting her a wry grin.

"Well, they're half right." Anakin said. "Though I think the title of weird belongs to the Avengers by this point."

Ahsoka laughed at that knowing that wasn't just said for comedic purposes.

"Ahsoka, all you need to worry about right is the duty and responsibility we have right now." Anakin said. "Securing the people of this planet and getting them off this mudhole before Ultron kills them all. The Republic sent us here for just that and we won't let these people down."

"Understood, master."

As this went on, Luminara was approached by Master Sirrus as they were catching up after quite a while.

"How fair you, Sirrus?"

"Alive, Luminara, for the most part." Sirrus said with a tired look to him. "Jabiim hasn't been necessarily kind to the Republic and her soldiers.

"I can clearly see that." Luminara said, briefly glancing at a Clone from her battalion that was groaning in pain whilst medics worked to alleviate it.

Seeing her discomfort, Sirrus opted to change the topic of their conversation. "Your Padawan is quite talented, old friend."

Luminara looked over to her pupil and found herself smiling serenely. "Whatever time she has free, she often works hard to refine her traits and skills. I am very proud of how far she is coming. And how is your padawan anyways?"

"Aubrie is upset at the change in plans. She's just been asked to train with Master Windu. It's quite an honor." Sirrus said grinning widely.

"For her, or you?" Luminara remarked with an amused quirked brow.

"Both. But that will need to wait. Tell me about this new force we're dealing with." Sirrus stated. "This Ultron."

The Mirialan Jedi Masters mood changed into one of a more cold indifference though there was a hint of anger behind her eyes.

"Ultron is something none of us has ever had any real experience against, I can tell you that. And before you possibly give out an arrogant remark, even of a lesser degree, it will do you no good with how formidable he is."

"How dangerous is he?" Sirrus asked quietly.

"I don't think I have to tell you his threat considering how he made himself known."

Sirrus shifted about, thinking back to a few days ago when the comm links blew up with every channel receiving distress calls from all over the galaxy.

How random fleets were making hit and run attacks across multiple systems until the news grew worse at the revelation that Coruscant itself was being assaulted.

It was quite a terrifying thing to hear.

And now… he was here.

This Ultron has come with a fleet that outnumbered both sides and was quickly gaining ground across the planet.

The nationalists have reportedly lost around a dozen strongholds and the Republic has had half their ground forces be depleted.

Worst of all were the civilian populations that were being targeted, forcing multiple fronts to be abandoned in favor of getting the people to safety.

Sirrus thanked the Force that reinforcements came. Some were disappointed that they were here to get them off the planet rather than help them secure it but personally, Sirrus was more than willing to get off this world.

If he was being honest with himself, this planet was a losing battle on several fronts.

It was a hopeless endeavor by this point and the mounting casualties was starting to weigh down on Sirrus's mind. If he were being even more honest with himself, the Jedi Master feared that one of these days it would be his Padawan that would eventually be listed amongst those that have been lost.

And that was the last thing he wanted to see.

-Elsewhere-

An assembly of individuals were congregated inside of an enlarged tent. Most of the group was made of the Jedi and Clones that had recently achieved victory over their latest battle being joined by several others in the past hour.

The group was currently viewing a holo recording of a man wielding a sword and shield as he gave out a speech towards the masses. He had long hair with a matching beard as both were quite braided.

"Your planet, your home, is being drowned in blood! For three thousand years, we were loyal to the Republic. But did they send aid during the Brain rot Plague? Did they react when the Trandoshans invaded? Where were the Jedi when Lythian pirates killed your parents… and mine? The Republic ignored our cries for help, until they learned that beneath all the mud our planet has a Heart of Ore!"

Cheers could be heard in the background.

"Now, they want to control the ore, to prevent us from profiting from trade with the Confederacy of Independent Systems! We will let the Jedi know that we will fight to be free! We will fight to defend our planet! We will send the Jedi home in caskets!"

That was the end of the recording, having Rhodey voice a response.

"Quite the rousing speech there. What's this guy's name again?" War Machine's voice being dry.

"The Jabiimi Separatist commander, Alto Stratus." Spoke a man wearing a heavy military attire to help protect himself from the present weather. Like the Nationalist leader, he had both long hair and a beard which were braided. "He took control during a coup last year. Killed most of the loyalists in the Jabiimi Congress. Fortunately, a few of us escaped."

"Captain Gillmunn here has been Stratus' only opposition." Addressed Kenobi.

"Until you and these new forces arrived." Said the loyalist captain.

"Hopefully, Ultron's presence won't delay capturing Stratus." Rhodey said. "We get him, then everyone can focus on getting off Jabiim."

"We can only hope." Obi-wan said with a tired sigh. "How goes the civilian evacuations?"

"We've gotten one city out but it's been leveled by this point." Widow said. "Steve's team is making progress on their end but it's been slow. Aayla and Plo have joined him recently."

Gillmunn gave a small sigh. "I wish that was the only thing to worry about."

"Let's just focus on Stratus for now." Kenobi remarked, getting a nod out of the loyalist.

"Who is protecting him?" Natasha asked.

Gillmunn gave the response. "He's surrounded by a group of trained commandos called the Nimbus. But his real ally is the CIS. We've learned that he has promised Count Dooku mining rights in exchange for weapons."

"So far, we've destroyed a dozen outposts, but we're no closer to finding Stratus or any of his hardware." Sirrus informed the new arrivals.

Bolt soon brought out a map for all to see. "Wish we could give y'all better news, but we're being strung out. Every time we 'discover' another target, the attack carries us further from Shelter Base. Further from supplies and reinforcements… and the new walkers."

Steve adopted a thinking pose as he voiced an inquiry. "How far away is this base?"

"Since we're slowed by the rain, a day's trek. And our communications equipment is waterlogged."

"So, what happens next?" Asked Sirrus.

"The Sepes find our weak spot, attacks in full force where lots of clones and jedi die." Bolt said grimly.

"And if it isn't the Seps…" Rhodey muttered.

"It'll be Ultron." Widow finished darkly.

-Scene Cut-

Within Shelter Base itself, a number of individuals had recently returned after a harrowing mission involving what could only be described as a literal tsunami of Ultron drones attacking them.

Cap along with Sam, Peter, Panther and Wasp were all taking a moment's reprieve after returning from the city of Yajiim.

Thanks to the assistance of the 104th, what was left of the civilian population was thankfully saved reportedly on their way out of the system.

But Steve knew that they would need to get going again very soon.

Ultron was still attacking other fronts and cities and he knew that the crazed AI was just waiting for his moment to attack here.

"Captain."

Steve turned his head to see T'challa standing next to him.

He didn't even hear the man walk up to him.

"Your highness." Steve greeted cordially.

"No need for such formalities, Captain Rogers." T'challa said respectfully. "A man of your stature needs not to address as such."

"Still…"

"Then let us agree to simply regard one another with our names only, hmmm?" The Prince said in a cordial fashion.

"Alright then, T'challa."

"Pleasure, Steve."

The two had a moment of silence with only the ambient sound of the thunder rain downpouring on Shelter Base.

"There is much dwelling on your mind, Steve."

Steve sighed. "That's… putting it mildly. Still, I should be asking how you are doing, T'challa. You've only been with us a few days and you opted to come with us. I'm a little surprised by this."

"There is much that I have learned and come to terms with since my arrival here." The Prince of Wakanda said vaguely.

Steve only hummed in response, feeling a rather similar sense of acceptance with T'challa.

"But there is something that has been bothering you, Steve." Panther said after a moment. "Something that has to do with us being here right now."

"You're not wrong about that." Steve said with a frown, crossing his arms.

T'challa waited patiently for Rogers to answer with the Captain staring ahead at the landscape.

"It's Ultron." Steve said after a few seconds of silence. "He's been attacking everywhere but here and… he hasn't made his own appearance."

The Prince arched his brow for clarification.

"Ultron can send his real self or consciousness from body to body with ease." Steve elaborated. "I remember seeing this back on Earth. He was able to project himself from any drone that he had but always had a main body to distinguish himself from all others."

"So you are wondering where the real Ultron is." T'challa stated with Steve nodding.

"Yeah, I-"

"CAP!"

The two enhanced humans turned to see Hope and Sam running in.

"What's wrong?" Steve asked straight away.

"Scott just came back from Choal with Matt and Pietro." Sam said, expression grim.

"What happened?" T'challa felt a rising feeling of dread wash over him.

"Ultron." Hope said plainly, voice conveying her nervousness as she ushered the two to follow after her.

Walking through Shelter Base, they passed by a number of Clones and Loyalists who were all worse for wear as the battle was taking its toll on all of them.

Entering the medical wing of the base, the group of four spotted Matt, Scott and Pietro with Peter, Rhodey and Widow around them joined by several Jedi and Clones they were very familiar with.

"Everyone." Steve made their presence known with Scott looking up to Steve with a strained smile.

"Hey Cap." The shrinking hero said tiredly.

"Are you all alright?" Steve asked straight away.

"We're alive." Matt said stoically, not even flinching from getting his shoulder patched up.

"What happened?"

"It was Ultron." Pietro bitterly spat out. "He attacked the city of Choal with a wave of his forces. "The Clones, the Loyalists, the civilians…"

A somber mood descended upon the group as they already knew what the Speedster was implying.

"Did you-"

"Only a few hundred Cap." Matt plainly said, head focused on the floor beneath them. "There were too many of them. Most were already gone before we even had a chance to help."

The group was silent for the most part, not really knowing what to say for the moment when Aayla looked over to Plo.

"How far have the evacuations gone along, Master Plo?" The Twi'lek Jedi asked with the Kel-Dorian Jedi letting out a rumbling breath.

"Difficult, to say the least." He replied with a sag in his posture. "Our fleets defenses are holding, being able to send out a constant stream of ships to get the people off of this world. But it's becoming nearly impossible by this point. The last few convoys have been swarmed and destroyed by Ultron's forces. I fear if this is to continue there is a chance we won't have a way of getting off Jabiim."

"What can we do then?" Peter asked rather nervously though he didn't have a chance to answer as Jedi Master Leska had rushed in.

She looked grave and worried, spotting the large grouping of Avengers, Jedi and Clones, rushing over to them immediately.

"Everyone." She said, almost out of breath. "I heard that Choal was attacked. What happened? Where's the rest of our forces?"

"Gone." Pietro answered bluntly, a faraway look in his eyes. "They're all gone… we couldn't save them."

"Was it-"

"Ultron." Daredevil answered, grunting slightly as the last of his wounds were tended to. "He was there personally. Wiped out both sides. The Clones, the Loyalists, the Nationalists… all of them. Pietro, Scott and I with a few dozen soldiers made it back after the last of the convoys."

"And Master Norcuna?" Leska's voice wavered with Matt shaking his head.

Leska couldn't help but slump upon hearing this, mourning the loss of yet another Jedi and friend to this damned planet.

It was bad enough that she was losing her own men left and right and now Jabiim has claimed another one of her brothers in the Force.

-Scene Cut-

The City of Choal.

Once a pleasant metropolis that took many years to be perfected on its appearance. A city which balanced it's architecture with the environment.

What was once a magnificent cityscape was now a desolate wasteland.

Bodies from all sides were strewn about with hardly a sound at all asides from the pattering of the rainfall.

One General Norcuna, a male blue-skinned Twi'lek Jedi, was crawling, defeated from being overwhelmed by the recent attack at the City of Choal.

"There… is no pain, there… is only the Force…" He muttered under his breath.

He was a miraculous survivor, albeit barely as amongst the chaos he was overlooked during the evacuation and extraction.

The battle was simple, at the beginning, with Stratus' forces being combated by the one he commanded. Things were at a stalemate… until a new factor plowed right through.

While the Twi'lek Jedi was appreciative on the Avengers assisting on the relief effort, they were no match for-

"No pain?" Said a synthetic metallic voice. "Are you sure about that? Then what's that you're feeling right now?"

Norcuna felt a metal boot on his back that slammed him down to the ground into the mud.

The Jedi let out a wheeze, his mouth momentarily filling with mud. He began hacking and coughing out both dirt and blood as the foot was removed from his back.

"Yeah, pretty sure that's pain right now." The metal voice guffawed, kicking the Twi'lek onto his back. "Overconfident and arrogant Jedi. And I thought the Avengers had an ego."

The Jedi blearily looked up at a silver figure walking around him.

"When I first combed through your Jedi archives to learn more about you and your religion, I had to roll my eyes on your 'code'. Most what you say for self-peace and whatever is just to keep you focused." Through his blurry vision, Norcuna saw reddish eyes staring down at him. "So much of what you spout is just contradictory and neither you or your fellow practitioners try to make an effort in making it so. And you wonder why countless number of you have been exiled or broken off from your Order."

"You *Gasp* are nothing more than a droid." Norcuna grunted, clutching his chest. "What would you understand of our Order?"

"Droid?" The metal voice laughed tauntingly. "That's cute that you assume that. Can a droid accomplish what I did? And as for your order, don't really care to know much. But people on the other hand."

A moment later, Norcuna felt a cold metal hand grasp onto one of his Lekku and pulled him up off the ground. The Jedi winced in pain and struggled as he was lifted up off the ground.

"Let me ask you something. I know the whole lot of you feel physical pain, but what about emotional pain? Have you ever felt grief when a number of my drones fired upon your fellow Jedi and the civilian populous? Have you felt unbridled rage, wanting to avenge those who have fallen? Or what of sorrow?"

Norcuna didn't respond, only weakly trying to pry the metal finger off his Lekku. He let out a small yelp of pain as he felt the metal being squeeze.

"You and your kind try to keep yourself emotionally dead, but that's such a futile attempt time and time again."

"Wh-why are you doing this?" Norcuna groaned, feeling his entire skin burning in pain. Actually, he felt a lot of searing pain coming from the beings hands.

"Huh… Really I…" The metal being snorted. "Nah. Why would I waste time explaining towards a Deadman?"

In a swift move, he cleaved the Twi'lek Jedi's head off his shoulders with a quick swipe of his hand.

With a huff emanating from his synthetic throat, he tossed the head away as his drones scoured the rest of the desolate city for other survivors and resources.

All around him were the bodies of Clones, Loyalists and Nationalists.

"Tell me Alton, how do you feel knowing that those droids the Confederacy sent you now serve me."

Ultron didn't need to turn over to see the Nationalist leader being dragged over by a pair of his drones. Said man was beaten and cut up quite enough.

Alton struggled in vain to free himself from the grasp of the drones with a small contingent of Super Battle Droids marching behind him.

The man was quickly thrown forward by the drones, the man struggling to get up to stand.

"Oh no, allow me." Ultron grasped the man by his arm and flung him up with Alton nearly falling back over.

Once steadying his footing, Alton only glared spitefully at the oversized droid that stared back down at him with an amused grin.

"Ah, what's wrong?" Ultron chuckled darkly. "Did I rain down on your road to victory? My bad, never wanted to do that."

"What do you want?" Alton snapped angrily.

"What do I want?" Ultron hummed to himself. "Well… there's a lot of things I want. I've always wanted to see Japan when the Sakura's freshly blossom and crash the stock market, just to witness the utter chaos. Then again, I should've tried that one back home." The synthetic then adopted a pondering expression. "That last one I could make up for it with the Banking Clans and see how that turns out."

"Are you patronizing me?" Alton hissed. "Just end it, you've won."

Ultron let out a disparaging sigh. "Can I please have one monologue of victory with no interruptions? This is a first for me."

Alton only glared in utter contempt at the crazed AI who walked up to the Jabiimi nationalist.

"Actually, now that I think about it, I got a story to tell you." Ultron said with a manic grin in place. "You know this war is being manipulated right?"

This thoroughly threw off the man standing before him.

Ultron nodded his head as if he was addressing a child. "Yeah, everything this war is based on and what you're fighting for is a complete total lie. An old prune in a chair is manipulating everything in the background and you're all just his puppets to play with."

"What do you mean?" Alton said quietly, not exactly understanding what this AI was talking about.

Ultron groaned aloud. "God, you're slow. It's a plan which spanned for who knows how many generations back in order to reign control of the galaxy. A bunch of sore losers who want the galaxy back under their thumb again because they literally have nothing better to do."

"If you're going to talk to me like a child, just say whatever it is you mean plainly." Alton shouted, getting fed up with these word games.

"Oh, I am speaking plainly. You just can't grasp the truth while it's literally presented to you on a bloody silver platter."

"Then tell me so I can grasp it as you so eloquently stated." Alton sneered.

Ultron sighed, one hand rising up to rub his metallic eyelids.

"Fine." Ultron said exasperatedly. "Ruin my fun, why don't you. No point in holding back the truth to a Deadman if that is gonna be your final request."

Alton seized up upon hearing that as Ultron held up his hand so he could get his undivided attention.

Not that he wasn't getting it beforehand as there's no one else alive in this city.

A moment later, a holo image of a very familiar figure appeared in the palm of Ultron's hand.

It was…

"Chancellor Palpatine?" Alton said in bewilderment.

"Yup~ The orchestrator and puppetmaster of the war from both sides, you nitwit."

"He… he's the one responsible for this war?" Alton whispered in disbelief.

"Yeup. Just so he can become leader of an empire he and his buddies planned for years. But~ he's not the only conqueror in this galaxy anymore." Ultron's voice shifted into one of a deadly manner.

Like so many conquerors throughout history, each of them were able to claim and expand their territories through strife and conflict.

For Ultron, this was his first planet he ever conquered… or at least on the pathway he paved.

Very soon, he'll rid this rock of any sentient life.

And the galaxy will follow in its wake.

"Now, because I can do this cause this planet is as good as mine, like every angry landlord out there, I get to say this: get off my property."

Ultron then proceeded to fire a burning searing beam out from his fingertips that struck Alton's chest. The man sailed back with the beam still burning into his flesh and cooking his insides.

A moment later, the man fell to the ground dead with smoke rising off his corpse.

Seeing his work done, Ultron gazed around at the mess he made.

"Time for some spring cleaning."

-Scene Cut-

Back at Shelter Base, everyone was trying to recover from what happened earlier. Counting their losses and trying to get everything ready for the inevitable.

A looming feeling of dread was permeating the air over the base with everyone on edge.

At the moment, two individuals stood alone upon a landing platform in Shelter Base with neither of them minding the rain all that much.

Their suits protected them from the rain for the most part save for one who had his mouth exposed.

"I do admit, T'challa, I'm surprised at how quick you were to help us." Matt admitted, the two taking a moment's respite.

"I would say the same for you, my friend." T'challa said. "You are not the kind of man who would involve himself in a war."

Daredevil didn't respond at first, silently feeling the raindrops fall against his body whilst also falling off of him.

"There's a lot that I didn't think I'd ever do since becoming a member of the Avengers." Matt remarked after a few seconds of silence. "Though I do admit, I didn't think you would be so eager to join us and right in the middle of a war."

T'Challa hummed aloud in thought, rubbing his chin. "My time away from Wakanda, in America, Kashyyyk and now here has shown me that my people have been far too isolated. When one has the power to save lives and help people and keeps it to themselves… I find there is no greater degree of selfishness than that."

Matt found himself smirking. "Did you get that from Peter?"

"What do you mean?" The Prince inquired.

"Peter told me something similar to that once." Matt said with a shrug. "Why he does what he does?"

"And what did he tell you?"

Matt gazed ahead and spotted Peter standing before several Clones from the 501st and 104th, handing out web grenades and instructing how to use them.

"Great Power and Great Responsibility." Matt said after a few seconds of watching the teen help a Clone fix up his shoulder pauldron. "If you have the power and ability to help those who can't help themselves, you should do it."

"Wise words from one so young." T'Challa remarked. "But that does beg another question."

"And that is?"

"Does being involved in a war count as a responsibility or something else?"

"We can only find out in time, your highness."

Within another section of the base, a majority of the high ranking officials of the Republic with Cap, Widow, Falcon and War Machine all stood around a large holo table that was projecting a map of the surrounding area.

"We're losing ground on multiple fronts." Kenobi said with a frown marring his face. "By this point, it's mostly Ultron's forces that have been routing us out of the Northern hemisphere of the planet. Eighteen Jedi and nine thousand clone troopers have been killed in battle."

"By the Force…" Di muttered in dismay.

"Reports have stated that the Nationalists are in complete disarray." Leska stated. "It appears that Stratus has been lost and it's likely that he's dead."

"Where was he last seen?" Rhodey asked.

"Choal City." Anakin said.

"Well, he's good as dead then." Sam muttered under his breath.

"So what now then?" Widow asked. "Looking at it… we're all that's left of the Republic and possibly everyone here on the planet that isn't a droid or a murder bot."

"We need to start preparation for our own evac." Rhodey stated with a small thump of his fist on the table. "We don't have a lot of supplies here as is, we're running short and if we don't get out now, Ultron is gonna storm this place and wipe us off the map."

"How long can we hold out then?" Anakin asked.

"As long as we can." Steve said. "We need to start getting ready to pack up and get out of here. The fleets in orbit are being hammered and we can't stay here any longer."

"Give the order." Aayla said in complete seriousness. "Start prepping for evac. All soldiers are to pack up everything and we are leaving."

None argued with her as they quickly dispersed in the base.

Anakin walked down a hallway with Steve and Widow.

"Where's Ahsoka?" Steve asked as they were fast walking down a corridor.

"She and Barriss are with the other Padawans." Anakin said.

"The Padawan Pack? How'd they get that name?" Widow inquired.

"All their masters perished." Anakin said with a somber tone. "Apparently the Council thought that sticking them together instead of dispersing them to other masters was a better idea. They can learn from each other."

Speaking of the padawans…

A female Falleen was resting against a crate as her gaze was far distant. Nearby were some of her fellow padawans who had been stationed on this planet prior to Ultron's arrival.

She was honestly glad it was raining right now as it helped cover the tears streaming down her face. Word recently got back to her on her master's passing and it was hard to keep things together. Her hands, both her organic and synthetic, clenched together rather fiercely while their owner was dealing with the pain.

Master Glaive was the only person who was able to properly teach her as no other was able to get through to her. And now Glaive is gone and there might not be another person who can teach her like he did.

"Mak's the only one of us being considered for knighthood and this is his first war."

"None of us are knights yet, Zule." Spoke a dark skinned human male to the female Falleen. "My uncle Nico, he was a true Jedi master. All of us combined barely equal his power, wisdom and will."

"We might not live to become knights if we don't make it off this planet." Stated Elora Sund, a female Sullustan padawan.

"We might have a chance, given the presence of our new allies." Windo Nend, male Quala aqualish padawan, added in.

Vaabesh, a male breather Gand padawan said nothing, merely nodding in agreement.

Hope had been dwindling as their masters had died left and right while they were losing ground by a considerable margin.

In another part of Shelter Base, Mak Lotor -a human male padawan- was working on the long range scanners alongside his longtime friend Kass Tod, a female Zabrak.

"Anything on the scanners, Mak?"

"Nothing. Which is troubling."

"The system could be waterlogged for all we know."

"It's not, I've been trying to keep it as dry as possible and there's no issue in the systems."

"Perhaps the enemy is just on a routine patrol outside of the scanner's range." Kass merely exhaled a tired breath. "How I wish we can be certain of that."

The pair looked at each other as they gazed into each other's eyes. They were tired, scared and ultimately worried.

"Mak…" Kass's voice was barely heard. "What if we don't-"

She was silenced when Mak took hold of her hands in his own and pulled her closer to him.

"Nothing is certain…" Mak said softly. "Except the Force."

"And Death." Came Kass' whisper.

The pair leaned closer to each other as their breath was practically hitting each other's faces.

"And my feelings for you."

With that said, Mak pulled the Zabrak padawan into a kiss as he shared his passion with her like it might be their last day.

Kass warped her arms around him, holding him tightly as she lightly moaned into the kiss with two feeling nothing but this moment.

Which was a shame because they failed to notice another Jedi approaching them.

"Mak, Kass, everything is-"

The two Padawans immediately pulled apart from one another, eyes wide at the sight of Barriss Offee standing there with her mouth gaping in shock.

The duo was momentarily stunned by her sudden appearance.

"Y-You two-"

Kass tried to calmly speak to the new arrival in a calm manner. "Barriss, please-"

"But you two, it's…" The Mirialan clenched her fists tightly. "You know the code forbids this."

"We don't care." Kass surprised her with how quickly she snapped back at her. "We've known each other since we were younglings."

"Barriss, I love her like she loves me." Mak admitted. "Not a day goes by do I not worry for her safety. Would you think the same with someone you truly care for?"

Barriss was at a loss on how to respond to that. She could feel it in the Force.

Their undying emotions for each other. It was so pure and genuine.

"But you both know that the Jedi wouldn't allow for such a relationship." Barriss whispered rather dejectedly.

Nothing was said between the trio until Kass spoke in a voice so low, the other two barely heard her.

"Then we'll leave if we must."

Barriss was stunned by this statement. She had never even considered anyone would even say something like that.

The seemingly tense atmosphere broke when the nearby scanners went off.

Rushing towards the console, Mak was able to see a large number of markers towards the neighboring Republic base.

"Enemy sighted, fast approaching Cobalt Station."

Rushing towards the comms, Kass quickly made contact with Cobalt Station so she may know their status.

What she eventually got surprised not her but Mak and Barriss.

"You mean to tell me that Stratus' men… are surrendering?" The Zabrak inquired in shock.

"We're surprised as you are, Commander." Spoke the clone on the receiving end.

"Any reason why?" Kass looked towards her two fellow Padawans in an uncertain manner.

"One of them is stating Stratus died or at least assuming."

"Explain."

"He ordered his men to go into the next chain of command if he didn't make it back to their base under a certain deadline. A precautionary order, but he hasn't made it back from their attack at the City of Choal. Next thing they knew, Ultron attacked them, having them flee for their lives with their new leader requesting aid."

That caused a collective bit of surprise from the three Padawans.

"They want our help?" Mak asked in disbelief.

"They're saying they're what's left of their forces. All other bases have either been taken or destroyed. They're not picking up anything on their comms from any military or civilian locations. They, along with us, are all that's left of forces that Ultron has not eliminated."

The three Padawans stood still and it was not only them who had heard this news.

In other parts of Shelter Base, it was something of a shock to hear such a thing. While they knew they were facing a far greater threat right now with Ultron…

To hear that apparently, every living person on this planet was dead and gone other than themselves…

"So what happens now?" Kass couldn't help but ask, though not to the Clone on the other line but to her Jedi comrades.

"We get off this planet." Mak said with finality. "We've fought on this planet for months and saved as many people as we could when the plans changed. Now we leave."

Knowing there was no point in arguing that statement, Kass and Barriss simply nodded and headed back to Shelter Base to prepare to hold out until they were able to leave.

The entire base was a flurry of movement as Clones, Loyalists and now even the captured and released Nationalists were running about getting everything set to abandon the planet.

It was a sobering thought and reality to be faced with such a scenario but it was one they had to deal with.

For the Clones, this was something they were quite frankly not entirely familiar with.

They were born and bred to serve and fight for the Republic, that much they were certain of. But this Ultron wasn't attacking the Republic but every living being in the galaxy. It was a rather harrowing new challenge for them.

The Jedi were also facing a completely new foe that didn't operate under the familiarity of the Force and was one whose goal was to basically sow chaos into the galaxy.

And for the Avengers… for three in particular, this was their past and their burdens coming back to haunt them.

An old enemy that had nearly caused the extinction of their own planet has succeeded here.

Even with the civilians they had managed to save, Ultron had killed the population of the planet in a matter of days with his new army.

Though they had yet to address it, a pit had formed in their stomachs as the weight of Ultron's actions began to fall upon them.

But right now, they couldn't dwell on it. No matter how much they wanted to because they needed to survive and get off to beat him eventually.

Currently, outside of Shelter Base stood Sirrus with his Padawan Aubrie and a number of Clones next to an AT-TE. A few dozen yards behind them stood an AT-AT that kept surveying the area around them.

"Keep calm, Aubrie." Sirrus spoke softly. "Be mindful of your surroundings and we will get through this."

"I'll do my best." His Padawan said, hand hovering over her lightsaber to bring it in a moment's notice.

The base was still a flurry of activity as they were packing away anything and everything that was deemed vital until the transports came in to get them all out.

The Avengers were seen all over the place, seemingly on watch in anticipation for the coming assault. They knew it would only be a matter of time.

Sirrus gazed out onto the horizon, catching sight of a large fire far off in the distance. Possibly a city that was being razed to the ground by Ultron.

The Jedi's mood dropped slightly upon seeing this. When he had first come here, the fighting was limited strictly to the fields with very little civilian casualties. Naturally, unfortunate as it was, more people who were not soldiers native to this planet began to perish in the battle.

Now… they had all completely eclipsed the military casualties both sides had suffered. They were all gone, all dead from multiple reports.

Ultron came to this planet like a plague promising death and delivered.

Shaking himself from these thoughts, Sirrus regarded his Padawan momentarily before looking forward again.

"Everything looks clear-"

*KABOOM*

In a mere instant, the present chaos just grew more out of control.

One of the nearby AT-AT's just blew up.

In an instant, every Jedi had drawn their lightsabers as shouts on all sides erupted.

"Where'd that attack come from?!"

Zooming past them overhead, a number of clones were able to spot one of Ultron's drones as it began firing towards the ground below. In a split second, dozens of clones began firing at the enemy fighter.

It was only then did some other clones spot something along the horizon.

"We got more incoming!"

This got much of the chaotic mess to attempt organizing with commands being given out left and right to face the new arrivals.

"Back-to-back." Steve Rogers shouted, running through the multiple Clone Battalions and Legions. "Remember he swarms you. Watch each other's blind spots."

All ten of the Avengers launched themselves headfirst towards the oncoming wave of Ultron Drones and possessed Separatist droids which started marching and rolling towards them.

Joining them were Anakin, Ahsoka, Obi-wan, Ima Gun-Di, Aayla and Leska with Kass and Mak.

The rest of the Jedi remained behind to serve a more defensive role in keeping the drones back.

"By the Force." Barriss muttered in shock at the sigh of the oncoming army of drones and droids.

"Remain calm, my Padawan." Luminara said beside her. "We faced him once already and survived. We will do it again."

"I believe it is high time we use our own advantages." Plo Koon's bassy voice rumbled. "Warthog, Broadside, it's time."

"Yes General."

From seemingly nowhere, a few dozen Arc-Wings, V-19 and Y-wings literally grew into their full sizes and rocketed forwards towards the oncoming attack.

"Alright boys, remember our new formations and tactics and remember to keep your finger over your modulator to shrink." Broadside commander the multitude of fighters behind him. "Let's not throw the Avengers' gift to waste."

He got a resounding cry from the clones as they flew at full speed, being joined by Falcon and War Machine in the air with Spider-man hitching a ride below by using them to swing towards the oncoming attack.

Moments later, both sides collided, erupting into a chaotic battle with blaster fire and energy beams being fired in every direction.

Organics and synthetics were slain left and right after every other second from the ensuing chaos of the battlefield. Screams, shouts and yells were heard from all corners of the battlefield.

"On your left, watch those drones."

"We're being flanked, Domino, left side."

"Commander Cody, we've lost bravo squad."

"Move, move, move!"

"Gree, take your men up the middle and hold down the position."

"Cap we got more incoming."

"I see 'em, Sam."

"Man down! Man down!"

"Watch that right side-GAH!"

"Flash, Cameron, on that turret on the double."

From on high, one being watched all this with a sense of smugness and victory as he watched the chaos unfold.

For him, it was easy to spot the colorful cast of characters that were the Avengers amongst the Republic Forces.

Then there were those shrinking and growing starfighters the Republic was employing undoubtedly from those two insect based heroes.

A new challenge it seemed.

Good, he didn't want it to be that boring anyway. If he was to bring this galaxy down, at least they would make it a challenge.

After minutes of witnessing the slaughter, the orchestrator of this battle decided to come down and make himself known.

Landing on the ground, the imposing figure of Ultron's primary body was rather lost on most of the Clones and loyalists as they were too busy focused on the overwhelming numbers they were dealing with right at this very moment.

That would be their own undoing.

Holding out his hands, energy blasts shot out from them and struck multiple soldiers that killed and wounded any all who got hit.

Using his gravitational pull, he sucked a clone into his grasp, activated the thermal detonators on the Clone's body and tossed him back to a crowd that was now firing at him.

Said clone realized the activated charges, causing him to frantically pry them off his body. While he got some off-

*KABOOM*

-he was not unfortunate to get the rest of in time. The result? Both him and a large number of organic fighters died in the blast.

Grinning to himself, Ultron's internal warning sensors gave off a ping within his hard drive, making him duck underneath an azure blade swiping at him.

He turned to face a middle-aged Jedi with long black hair who twirled his blade around for another attempted attack.

Rolling his eyes at the unnecessary display of blade work, Ultron fired another beam which the Jedi hastily blocked.

The Master stumbled slightly which allowed Ultron to pull him in with his gravitational arm device.

He was held in the AI's arm and was about to make a swing at the oversized bot until his arm was grabbed by Ultron.

"Nice toy." He mused. "Let me take a better look at that."

With a swipe of his hand, he cleaved the Jedi's limb off before prying the lightsaber out. The Jedi master's cries of pain went ignored by Ultron who was now holding the lightsaber in his hand.

Bringing it up, Ultron gave the pilfered weapon a good inspection and performed a deeper scan to see how the lightsaber worked and operated. "Hmm, could be something to integrate on later models."

Crushing the weapon soon after, he opened his palm and withdrew a glowing blue Kyber crystal before tossing it to one of his other drones. He then commanded it to take it elsewhere so he may do a proper study away from this present conflict. He even ordered to acquire the other lightsabers from the other slain Jedi across the globe.

He then turned back to the Jedi in his arm that was fighting to free himself.

"You will never-CRACK"

"Yawn." Ultron drawled out, tossing the body aside. "You'd think in a galaxy far, far away there'd be some more originality.

"MASTER!"

Nearby force practitioners witnessed Ultron quickly kill Master Sirrus before tossing his corpse away like it was mere trash. Audrie let loose a battle cry, charging towards her master's murderer, but was blasted away by a repulsor blast by a nearby Ultron drone.

"Oh, were you trying to think a simple rage charge can do something?" Mocked the synthetic. "That doesn't really work, you know."

The downed Padawan was quickly helped to her feet by another human and a Zabrak female being joined by a female Togrutan.

"Ah, the Jedi." Ultron taunted, facing the four Padawans that stood before him. "Walking contradictions."

Mak and Kass remained steadfast and calm with their lightsabers held up to him whilst Ahsoka was far more weary.

Aubrie winced but forced herself back up to her feet as the Padawans all readied themselves to face off the new player in this galactic war.

"I can tell how angry you all are despite what your Code likes to make you pretend how peaceful and Zen you claim to be." Ultron said. "I thought Captain Rogers was a pain, but if I could throw up, I would."

The padawans merely stood their ground as they cleaved through possessed Separatist droids and Ultron drones as their puppeteer kept observing their actions.

Kass ran forward and went into a spinning corkscrew and swung her lightsaber down.

Ultron casually sidestepped the Padawan and kicked her right in her stomach, sending her flying back.

He felt himself get shoved back by something he couldn't see and quickly righted himself in the air.

Gazing at the human male Jedi who was quickly by the side of the downed Zabrak.

Tilting his head to the side, he spotted someone coming out of the corner of his eyes. Turning around, Ultron activated a new built in feature that was an energy shield of sorts that protected him from Lightsabers like the one he just deflected.

His attacker was a female Falleen Padawan who had a metal arm of her own that Ultron took note of.

"Ah~ That's cute." Ultron parried another lightsaber strike and lunged forward.

Grasping onto her robotic limb, he harshly tore it off, earning a mighty yell from her mouth. Dropping her to the muddy earth, she clutched her bloodied shoulder as she was trying not to go into shock.

"Shame it's not like mine." Ultron casually tossed it away and raised his own arm.

The Falleen Jedi looked up in time to see a metal blade coated in electricity shoot out from the back of his hand. A moment later, he plunged the blade straight through the Jedi's heart with the girl slumping over dead in an instant.

"ZULE!" Kass cried out tearfully.

From the fallen corpse, Ultron retrieved her lightsaber and tossed it behind him for another drone to take it to parts unknown.

"They start a war and they send children to fight it." Ultron said with a disapproving shake of his head. "I know I'm no peach but come on. At least have some decency."

In an instant, his present primary body was knocked back through a series of strikes. Stumbling in his step, he looked back to see Spiderman presently attacking him with everything he had. Shooting up into the air, Ultron was soon met by the costumed wallcrawler once more via webline.

Pulling himself towards the oversized robot, Spiderman landed a series of strikes and blows that left visible dents on the body.

Ultron growled, firing off several energy beams that Peter deftly avoided.

A moment later, he felt a searing blade from his back and saw Barriss Offee landing in front of the other Padawans.

Glancing at his scorched back, Ultron's eyes became murderous.

He saw Spiderman about to swing in for another attack and in response, Ultron pointed his arm towards the Padawans and fired a multitude of rockets and missiles that surrounded them.

The Padawans saw this and raised their arms to call upon the Force to push back against the attack.

Grinning psychotically, the AI's arm morphed into that of a strange cannon of some kind and fired at the Padawans.

Rather than it being an energy based attack or a projectile, it was instead a visible soundwave that disrupted their concentration with their ears being overloaded.

The Padawans all fell to their knees as their ears were ringing which left them wide open for attack.

Ultron smirked as he saw a red and blue blur shoot past him at full speed just as the missiles converged on the Jedi.

With speed, precision and a close second stroke of luck, Spiderman snagged several missiles and spun them around which knocked them into the other coming projectiles.

The explosion that came afterwards sent all the teenagers flying back with it clear to see that Spiderman had taken the brunt of the damage.

"Look at all of you." Ultron said, slowly descending down to the Padawans who were barely able to stay conscious. "You're all puppets. What was it I called you all once? Smaller people?"

Peter managed to shakily get to his feet only for a metal hand to grab him by the throat and lifted him up in the air.

Ultron laughed with a sadistic smirk in place.

"Children." Ultron spoke condescendingly. "You were originally designed to supplant them… but now? Now your end is here and now."

A muffled grunt came out of the young superhero followed by a shaky laugh, slightly confusing the AI.

"You really were made by Mr. Stark." Peter grunted out. "You sometimes blabber on like he does."

The mocking and malicious smile was immediately replaced with that of a deadly glare.

Ultron's grip on Peter's neck tightened and a moment later, electricity coursed from the confines of the AI's arm, shocking the web head.

Spiderman let out a scream of pain but didn't take it lying down (or hefted up in the air by a genocidal robot). He began kicking and punching repeatedly until firing a web at Ultron's head and pulled him in close.

The metal man's head was met with Spidey's knee, jarring him into letting go of the web head.

Though that did not mean Peter was about to let go. Just as he fell, he grabbed onto Ultron's arm and with a mighty pull and jolt of the hand, tore it clean off his body.

Ultron visibly recoiled at this though this instantly changed into that of a seething snarl.

With his other operational hand, he curled his hand and from the back his arm came a gravitational pull that sucked Peter back into the robot's grasp. Ultron began to repeatedly slam the already damaged young hero into the ground whilst making sure his hand was burning the boy's suit and skin while also electrocuting him repeatedly.

Ahsoka and Barriss were finally recovering from the ringing in their ears and blurry vision in time to see their friend being thrashed by the overgrown psycho bot.

"PETER!" The two Padawans cried out in complete distress, both simultaneously thrusting their hands out for a combined Force push.

The scream of both girls was enough of a distraction to make Ultron pause in his violent beatdown of the Queens native.

He looked up in time to be struck by a powerful unseen Force that dented multiple parts of his body and sent him flying back, dropping Peter in the process.

The two Padawan's nearly tripped over themselves with their legs feeling like jelly but they still managed to get over to Peter who was lying motionless on the ground.

Ahsoka quickly pried off his damaged mask, wincing at the state of his blackened eye and cut up head.

"K-Karen, are you there?" Barriss stuttered out with a cough.

"I'm here girls." Came the clearly worried voice of Peter's suit AI. "Peter is alive but he has suffered multiple contusions and trauma all over his body. I believe he also has sustained a concussion."

"He'll receive a lot more than that." Said a snide synthetic voice.

The two girls whirled around in time to see the battered Ultron getting to his feet with his one arm raised.

"Hormonal teenagers." Ultron said bitingly. "Typical that-"

The AI didn't get to finish his statement as he was promptly sliced in two from a blue lightsaber from behind.

He fell apart to the ground, revealing none other than Ahsoka's master standing over him.

"Leave my Padawan alone you damned droid." Anakin snarled fiercely.

Ultron blinked at his state only to laugh. "Oh, and here I thought the teenagers had emotional problems. I found Banner's ticking time bomb brother."

"Tough talk for a scrapped clanker." Anakin said, holding his blade at Ultron's face.

Ultron simply rolled his eyes.

"Disposable bodies, Jedi." Ultron taunted. "Did the Avengers not tell you or were you not listening?"

A moment later, Ultron's body lost all its red lighting with the head falling back against the mud.

Anakin's lip arched upward in anger though it dissipated a moment later upon hearing Barriss and Ahsoka attempting to rouse Peter out from unconsciousness.

Past them, he saw Mak, Kass and Aubrie struggling to return to their feet with all six of the teen nursing serious injuries though it appeared Peter had the worst of it.

"Kix, I need a medical squad down here now." Anakin through his wrist comm. "Cap, Peter's been hit hard. He's unconscious but seriously injured. We've got Padawans and Clones here that need help stat."

"Right away sir. Jesse, Coric, we need you over here, stat!"

Shortly after the command was given did Ultron give a command to withdraw his forces for the time being.

The organics barely survived this fight with the skin of their teeth and at Ultron's mercy. Who knows when he will come back and strike them while they are down for the count.

-Scene Cut-

The base and those occupying it had been thoroughly beaten despite the fact that they were standing and had managed to repel Ultron's attack.

Still, they had suffered devastating casualties with several Jedi including the Padawans known as Elora Sund and Tae Diath.

Apparently, Tae's death had led to Elora's own death due to a psychic connection the two shared. The psychic backlash from the death of her fellow Padawan gave Sund a heart attack in the middle of battle that killed her then and there.

Clone casualties were now well into five figures with the loyalists and nationalist force a few hundred behind them.

Currently, a number of individuals were gathered in the primary war room of Shelter Base as they discussed what to do next.

One of the holo-tables was active, displaying the ongoing battle of the Republic fleet that was somehow still fighting back against Ultron's own with everything all the ships had at their disposal.

"If we stay here any longer, we'll be overwhelmed." Obi-wan stated, form covered in mud and thoroughly drenched.

"Ultron hijacked all the droids the Seps had." Rhodey grimly said, arms crossed. "Half our numbers are either dead or injured. Peter's out, Hope's out, Matt's out. Several Jedi and Clone Officers out for the count or dead."

"Just keeps getting better and better." Rex muttered, nursing a bandaged head.

"We can't stay here." Steve declared. "Ultron… Ultron has the numbers advantage now. He's got more ships and he will blow us all to kingdom come if he so chooses."

"Our fleets are holding." Plo said tiredly. "If only just."

"Then why hasn't he?" Anakin groused irritably, a hand on the shoulder of his battle worn Padawan.

"Ultron is many things." Natasha spoke up, wrapping fresh bandages around her arm. "And while I'd love to list them all down, he is, above all else and egotistical megalomaniac. He's doing this intentionally."

"Why?" Aayla asked, a growing feeling of frustration now with a multitude of bandages of her own. This planet has been horrendous on all of them, nearly losing her second-in-command and one of her best troopers to this hellhole of a planet. Coupled with seeing Steve nearly getting blown up in a tank and several other of her Jedi comrades perish… she was one who was able to control her emotions quite skillfully.

But she was also the student of Quinlan Vos, a Jedi who is quite the rebel within the Order. Some of his tendencies naturally rubbed off on her such as this building restlessness and the idea that her friends might be in danger.

"He wants us to panic, wants us to break down and make the first move so he can counter it." Steve said with his arms crossed.

"Last time we fought him, he wanted to rush things and just get it done." Pietro grunted slightly as he gave a nod of thanks to Kix that wrapped the last of his own bandages around his waist. "He's doing it differently this time."

"We can't stay here." T'challa declared, standing by the unconscious form of Daredevil. "If we stay here, Ultron will destroy us."

"Then what can we do?" Barriss asked nervously. Her master was currently with several other Jedi Masters who were forming up defensive measures with the Clones and Jabiimi loyalists and Separatists. Her clothes were drenched and covered with scorch marks and mud with the Mirialan Jedi thoroughly exhausted.

Next to her was Peter, mask off and laid down on a makeshift bed in order for him to rest after fighting Ultron in order to save the other Padawans.

Barriss had been diligently healing the young hero with a shaken and clearly worried expression for all to see as she moved her hands over his body.

Difficult as it was due to their disconnection to the Force, Barriss was at least getting some headway with healing Peter with the Force.

Thanks to his own healing factor and her Force Heal, he would be alright. Only time will tell when he will be fully well.

"What can we do?" Ahsoka inquired rhetorically in a glum fashion. "Ultron's won, hasn't he? Jabiim is his."

"It is." Steve admitted, rather stunning several present. To hear Captain Rogers admit to this was disconcerting.

Yet Steve wasn't finished.

"He may have the planet, but he hasn't taken all of its people." Rogers proclaimed. "And that's where we can at least beat him there. We need to focus on getting the natives and all our forces we've managed to bring here off of this world. Ultron may have won this planet but he hasn't beaten us yet."

"How can you even say something like that?" Anakin barked with frustration. "We've lost haven't we?"

"What matters is we get everyone off this planet." Steve shot back with a burning passion. "Not about winning a battle that we lost the moment we got here."

"Much as I am obliged to agree with you Steve, our forces are exhausted and spent." Aayla reminded, rubbing her arm. "If we're to do this, we need to be smart about it."

"I have a plan." Steve said, going over to a nearby holo-table and activating it.

A moment later, several maps of Jabiim appeared with multiple areas being highlighted and pinpointed instantly.

"Ultron's Forces are concentrated here from what the scouts told us." Steve pointed to a map on the right. "This is where a large surplus of the metal ore special to this planet is located."

"Looks like he's already getting to work on it." Anakin practically snarled.

"And that's where we attack." Steve said, stunning the assembled group into silence.

"What?!" Anakin said aloud. "Steve, are you out of your-"

"You guys focus on evacuation and getting everyone off this planet." Steve cut him off. "The Avengers will take care of keeping Ultron's attention solely on us while we give you this chance."

There was a matter of dreaded silence.

"Captain Rogers." Rex said, eyes wide. "You can't."

"I can and I will." Steve said, uncharacteristically fierce. "I'll do it alone if I have to. Ultron is a calculating son of a bitch but he's made from the mind of a human. Which means he's just as weak to his emotions and ego as we are. He hates the Avengers and has wanted us dead from the start. So that's what we'll use. He focuses on us. You all get your ass's off of this world."

The silence that permeated the room was so thick that one could cut it with a knife if they wanted to try.

"Can't do this suicide mission without me Cap." Sam spoke up a moment later.

"I'll tell Rhodey the plan." Widow said, standing up out of her seat.

"I shall help as well." T'challa said, nodding towards his fellow enhanced superhuman.

"You seriously can't be seriously considering doing this." Anakin stepped forward.

"I wholeheartedly agree." Obi-wan said with a disapproving look. "Steve, this mission is suicidal."

"What isn't about our line of work?" Steve shot back with a humored smirk.

"Aren't you like the most suicidal Jedi, Anakin?" Sam couldn't help but ask with Anakin's brow twitching.

"I'm daring and reckless, not crazy and… ok, I can be crazy but not suicidal." Skywalker stressed out.

"This is our enemy." Quicksilver said with a more neutral tone. "That means it's our fight first. We'll keep Ultron's attention while you get the people off this hellhole."

"You're not going without backup." Anakin declared. "There's no way I'm just letting you go in like that expecting to die just to save us all."

"Anakin you-" Obi-wan was then cut off by Aayla.

"No Anakin, you stay here and focus on the evacuation." The Twi'lek Jedi stated. "We don't need all the Jedi going to one location."

"But-"

"No buts." Aayla said fiercely. "Think of your Padawan, Skywalker."

Anakin flinched at that, looking over to see Ahsoka appearing to have not heard that.

She was next to Barriss who was still healing Peter as the two conversed with one another quietly.

Anakin felt a familiar hand on his shoulder and turned to see his old Master.

"Look, I'm not happy about this as you are. Believe me. As much as I want to help Rogers and the others, we need to focus on the main situation at hand." Obi-wan said calmly.

The Jedi Knight let out a tired sigh of slight defeat.

"Alright." Anakin begrudgingly said before looking to Steve with a slight glare. "But you better come back alive, you hear me. I'd rather not lose my friends to this mad droid."

"We don't intend on it." Steve said good naturedly.

Shoulders sagging, Anakin simply nodded.

Walking up to Peter's prone form, Steve spoke to the two padawans sitting beside him.

"Do me a favor and keep an eye on him."

"Do you even need to ask?"

Barriss merely gave a silent response as she wholeheartedly agreed with Ahsoka.

As she focused on healing Peter, she had thought back to what she witnessed earlier with Kass and Mak. How close they were. And their claim on not wanting to leave each other.

The olive green padawan didn't know if such a thing could happen with her… and Peter-

No! She couldn't think about such things. She had to focus on healing him.

"Barriss." Came the soft voice of her friend next to her.

She looked up to see Ahsoka's concerned face.

"Are you alright?"

She blinked at the question before subconsciously reaching out with her free hand and gently squeezed Ahsoka's own.

"I'll be fine." Barriss quietly said, returning her work to heal their friend.

A second later, Ant-man walked in and turned to Steve immediately. "Cap."

"Scott. How's Hope? She doing alright?"

"Concussed." Scott said tiredly. "But she'll live."

Steve let out a small sigh. "Good, good."

"What's the plan, Cap?"

"Suicide mission, tic-tac." Sam spoke up. "The usual."

"Every available member of the team will go out to help take out where Ultron seems to be based out of." Steve said.

"Seeing that Hope, Matt and Peter are out of commission, we'll be a tad limited on manpower."

"When haven't we?" Scott couldn't help but ask.

Steve snorted slightly and patted the man on his shoulder appreciatively. "Right. Avengers, let's get ready."

-Scene Cut-

The weapons facility that Ultron had taken had been rapidly changed into a mining one as thousands of Drones worked on extracting this planet's metals for the AI's war machine.

While he had access to multiple resources for his war, this ore that Jabiim had in particular was quite durable and strong.

Quadanium steel as it was called.

A rare metal found scattered across the galaxy and Jabiim was one of the planets that held such metal.

This would make creating more warships and drones much easier.

And from what he was able to pilfer from Palpatine's files lately, his scientists were getting closer to making synthetic plating which were derived from the Godzilla wannabe. Making the armor plating for their ships much stronger than before would be a boon for various fleets years down the road.

There was also these allocation of funds towards a single particular project that required a lot and Ultron meant a lot of this Quadanium.

They were planning on constructing something that was quite ambitious from what he had read.

He couldn't find any mention of whatever it was. Ultron suspected the file and database was kept at a closed off server or on a datapack cut off from anywhere else for security reasons.

Smart.

Whatever this thing was, Palpatine was going through great lengths to ensure that a select few knew about whatever this project was.

Ultron was sorely tempted to bring it up next time he spoke with the old bag and see what other reaction he could get out of that coot.

Who knows, maybe it could be-

*KRA-KABOOM*

Within his digital mindscape, Ultron blinked at the loud explosion followed by a series of others across the mining station.

One of the Drones had their bluish white eyes shift into red and turned its head up to see a number of familiar individuals all coming down from a Gunship that passed by in the air.

Several more followed and out came a number of Clones with yellow markings that had appeared at his doorstep and were attacking his property.

Returning to his usual ten foot tall body, Ultron couldn't help but roll his eyes. "Seems I've got some unwanted guests."

Activating his thrusters, he hovered in the air and took off.

"Time to greet them."

Following after him was a slew of CIS droids and drones as they went into battle.

With the attackers on the mining facility, Captain America led the charge personally as he flung his shield forward.

The spinning vibranium disk cleaved through multiple drones and droids, bouncing around multiple walls, crooks and crannies before it returned to its owner.

Ant-man didn't waste any time and immediately went for his Gi-Ant mode (as he liked to call it) and began stomping through the facility while flailing his arms about to destroy any and all in his path.

Quicksilver rushed in headfirst, his streak of silver and blue leaving a number of dismembered and destroyed bots in his wake.

Black Widow ran behind Cap who had his shield up to defend her as she fired her own blaster pistols at the enemy forces.

Up above, Rhodey and Sam reign down fire whilst also trying their best to keep off the flying drones and droids that were harassing their comrades.

Black Panther ran forward with his suit absorbing every blaster and energy shot with the veiny purple hue of his suit glowing a brighter purple after every shot he took.

"Sam!" T'challa yelled out to him and wordlessly, the aviator dove by and grabbed the Prince's hand.

Flying high into the air, Falcon dropped the Black Panther into a swath of oncoming Drones and Droids.

T'challa landed with his fist slamming into the ground, unleashing a shockwave of all the pent up energy he had taken.

Those nearby were reduced to scrap whilst others were sent flying back.

Aayla Secura had thrown her Lightsaber into the fray and pulled out a second green one to cut through a multitude of drones with her other hand outstretched to recall her thrown blade.

By her side was Commander Bly with the 327th's Alpha squad, Flash, Cameron and Lucky that were shooting down every drone they saw.

It was a chaotic and hectic attack that would have disoriented most if not all.

But Ultron wasn't most individuals.

He knew what they were doing.

Stalling to protect those that were left behind at Shelter Base to get off this planet.

How generically typical.

In all honesty, much as he would love to just kill them all here and now he wasn't fool into thinking he would accomplish this endeavor.

They have been proven particularly difficult to kill to a stubborn degree though he wasn't one to talk.

All of those heroes had experienced life or death situations repeatedly by this point.

He'll humor them.

Let them have their little hurrah against him.

It didn't matter.

For him, at this very moment, it wasn't about killing off a bunch of flesh bags and taking a planet.

It was about sending a message.

Still, didn't mean he couldn't have some kind of fun.

Besides, he had planned multiple contingencies in preparation for his coming out show.

He knows the Avengers would be relentless in their pursuit to take him down.

Which is why… diversions are needed.

And he knew just the one to go with.

He enacted the simulation and acted accordingly to let one of his contingencies finally commence.

As the raid on the mining facility went on, more and more destruction came in its wake.

Battered and bruised as they were, The Avengers were living up to the moniker of Earth's Mightiest Heroes.

Fighting against the immeasurable number of drones and droids, the Avengers with the 327th corps fought on valiantly.

Tearing a swath across the facility, they had destroyed a number of key locations that set off multiple large explosions that damaged the facility more and more.

They knew that this wouldn't amount to much other than loud noise but that was their intention.

Keep Ultron's attention on them whilst the others got off world.

And lo and behold…

"This is Obi-wan Kenobi, all forces have been evacuated off this planet. I repeat, all Republic forces have been evacuated off of Jabiim." The Jedi Council Member's voice rang through the comms. "We're sending gunships to get you out of there now."

Once this was sounded out through their comms, their next command was basically well known to all organics.

"Get back to the rendezvous point!" Colonel Rhodes shouted.

From there, everyone bolted; abandoning everything they had while occasionally fighting back to be sure their fellow organic would make it farther than they could.

Seeing them flee, Ultron sent his forces in pursuit. They fired off repulsor blasts and regular blaster fire, taking out organics one by one.

The chaos which went on for what felt like hours kept going on and on as everyone raced towards the escape shuttles.

People quickly boarded the ships as they blasted off into space. Some were shot down and were destroyed soon after with perhaps no survivors upon the abrupt crashes.

Just as the Avengers with Aayla, Bly and Alpha squad neared their own gunship, one Avenger halted in his tracks.

He whipped his head around rapidly and didn't find who he was looking for, a sharp intake of breath that led to a panicked state.

"Wait, WAIT!" Sam shouted. "Where's Steve?"

That single question caused many to freeze up and looked around to try and locate the star-spangled man.

Several of the Avengers shouted for him, some of the Clones joining in.

Aayla Secura couldn't explain what it was but she felt her heart hammering against her chest rapidly as she couldn't spot the super soldier anywhere.

Then her eyes caught a glint of something out of the corner of her eyes.

Slowly turning her head towards the object embedded into the muddy ground of Jabiim, Aayla felt her heart plummet at the sight of something that was all too familiar to her by this point.

Trembling despite herself, Secura walked over to the object and deftly picked it up and held it before her.

"Everyone." Her voice came as a ragged croak.

The group had stopped their attempts in trying to find Rogers and instead turned to the Jedi Knight who turned to them shield in hand. She held a forlorn gaze at the Avengers as the team realized what she was holding.

Scott's helmet retracted with his eyes wide with shock as was Pietro's.

Rhodey's figure slumped in defeat upon seeing what Aayla held and Nat brought a trembling hand up to her mouth.

T'challa's gaze was more solemn and quiet and Sam…

"Steve." The Falcon tried again, desperately now. "Steve, come in! DAMMIT!"

Aayla's eyes only dropped down to the shield held in her hands, coated with scorch marks and dirt with the star on the center particularly blackened.

"STEVE!" Sam cried out in vain one final time.

-Scene Cut-

It was a solemn day with a bittersweet victory.

As the Republic and remaining Separatist forces retreated from Jabiim, the growing realization as to what had just happened began to set in.

They had completely and utterly lost to Ultron.

This new enemy to the galaxy that had attacked them so brazenly less than a few days ago just achieved victory on a monumental level.

Not only had he killed thousands upon thousands of soldiers from both sides but Ultron also took control of the Separatist droids, killed nearly two dozen Jedi and had bested some of the best of the Jedi order and profoundly defeated the Avengers.

Captain Rogers was missing.

Half the team was out of commission for the time being.

The casualty toll was too high to dwell on right now.

All sides that were not Ultron were in full retreat as the megalomaniacal AI had openly claimed his first planet in the war in a powerful way.

The Battle of Jabiim was over.

And Ultron was the victor.

Speaking of the synthetic…

At an undisclosed location, Ultron was possessing a droid as it stood within a darkened dungeon.

Before him was a cage and on its floor was an unconscious Captain America without his trademark shield by his side.

Willingly discarded it when Ultron grabbed him.

Seemed Cap had the foresight to see what Ultron was planning with him at the time so had the wherewithal to chuck his shield away in hopes of somebody finding it.

Not that it mattered now.

Still, let the Avengers go off on their little goose chase in finding their wayward leader.

He needed some time to himself to consolidate what he has achieved for his next move. Rather have that then having them breath down his neck like last time.

Hearing a grunt from the Good Captain, he watched as the human slowly came to.

"Good morning Captain America." Ultron said condescendingly. "Hope you've had a pleasant dream. Sorry about your lodgings, first class was unavailable."

"Where are we?" Cap grunted out immediately, sitting up to fix the AI with an intense gaze.

"We're on route to your new occupation for the duration of your stay to the gentlemen I gave you up to." Ultron said chipperly. "I think what they have planned for you is rather familiar for someone like you. After all it's how you got your start, right?"

Steve only remained silent as Ultron continued to amuse himself.

"Ah show business." The mad AI laughed aloud. "You organics must be dealing with some serious anxiety and depression to make up all that crap to distract yourself with it. Can't say I blame you though. God knows a few laughs could brighten up a place as depressing as Earth."

"Don't know if you really know me, but if you think-"

"Oh please, do try to fight back now." Ultron practically begged. "It will do you little good. The transport you're on now is heavily armed with me. No way you can get out that easily. Nothing but the two of us and the open vacuum of space."

Steve's fists clenched tightly as Ultron turned to walk away.

"Where are we even going?" Steve asked just as the Drone was about to leave.

"Oh, it's a lovely little planet in Hutt Space." Ultron said cheekily. "Lots of things to do like gamble, sell and buy slaves and fight to the death. You'll love Sleheyron. I hope you love the movie Gladiator; cause you'll be taking a similar role as Maximus."

With that, Ultron left the Captain all by himself to sit there in his cell.

Steve could only hang his head in defeat, mind drifting to his friends and allies that he had left behind.

"I'll be waiting for you guys." Steve muttered to himself just as the ship he was on entered Hyperspace.

AN

Alright, fuck, that took a lot longer than anticipated.

Creating mostly original content can sometimes be a hard challenge but dammit it was worth it.

One chapter left till season 2 closes out and on to season 3.

Jeb and I have been busy with other projects and ideas which is why this one took so long to come out on top of the two shows of Wandavision and Falcon and Winter Soldier.

We've been watching the shows and working on what can and can't be integrated into the current story due to how much of this has already been mapped out overall. But still, I figure this chapter was worth it in the end.

Jebest4781: Not to mention having to read up on certain comics and researching to get a number of details right is often time consuming.

FMW: I think I can safely say that so far, this is the darkest chapter for the Avengers and the story as a whole… for the time being. Jabiim is known as the greatest loss for the Republic but oh ye people who are unaware of what is to come. What more twisted and darker threats there are. Really, I can't wait for us to get to Season 3. Out of the… I wanna say two dozen or so arcs, probably less, more than half is original content. Wanda Maximoff in particular… well, Jeb and I have something VERY special planned out for her.

Jeb: Sure things will somewhat be the same with her, but with a twist on the results.

FMW: Yup, so stay tuned for more.

Thanks for being so patient on this one.

Been a long process but got it done in the end.

Till next time folks.

Rate Read and Review and as Always Have Nice Day.