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.

76. Citadel Of Horror

Back at it again, continuing on from where we left off, on to the Citadel proper.

Really loved the response to us displaying the evolution of the Clones having be able to take on beings like Durge by themselves without the need of a Jedi or an Avenger helping them out. But of course, it should be a natural progression for our boys.

Anyhow, delayed this long enough.

Have enough to say at the end of this chapter.

Rate Read and as Always Have Nice Day.

Avengers Infinite Wars Chapter 76: Citadel of Horror

Steve Rogers stood within the meeting room inside the Jedi temple with his arms crossed, fully suited up with his shield on his back.

On his left was his close friend Natasha Romanoff AKA Black Widow who was also garbed in her suit with one hand over her chest whilst her other hand was hovering in front of her face. To his right was Aayla Secura, hands on her hips, mirroring Natasha's analytical eye with her gaze firmly set on the holo-table in the center of the room.

Over to their right was the dynamic insect duo of Ant-Man and The Wasp, the couple gazing up at the holo display that all in attendance were observing.

Behind the good Captain was the newly minted squad of ARC troopers from the 327th corps.

Lucky, Flash and Cameron stood tall and proud in their new decked-out ARC trooper armor, shoulder pauldrons, Kamas, and personal additions and all. Though he didn't visibly show it, Commander Bly stood by his three troops with pride in their promotion radiating off his being. Aayla couldn't help but comment on her first-in-commands mood with him doing very little in denying his joy at seeing some of his best achieve such accomplishments.

Taking up the rest of the room was Aayla's old Master Quinlan Vos, Khaleen Hentz, Delta Squad and Jedi Masters Plo Koon, Mace Windu, Yoda, Luminara Unduli, Barel Ovair and Depa Billaba.

It was packed to say the least.

Though not unwarranted.

They had all been gathered here due to some information that they had recently gotten their hands on thanks to a collection of individuals.

Recently, the Republic received a distress beacon from one of the Jedi Council Members.

Even Piell was attacked by Ultron and rather than being killed, was taken prisoner by him along with the rest of his legion and commanders.

There was a mad scramble to figure out just where he had been taken until they got tipped off by one Khaleen Hentz. She relayed the information she got from one of her many informants across the galaxy about unusual activity near the desolate Belderone Sector within the Lola Sayu system.

Once getting this information, ARC troopers Fordo and Alpha were tasked with reconnaissance within the system. They were to simply go in, see what they could find and come back. Engaging any of Ultron's forces was deemed as a last resort.

Now they had returned with disturbing news on just where the Lannik Jedi Master had been taken.

"The Citadel." Plo Koon said in a deadly serious voice. "A prison long since abandoned by the Sith during the many wars waged upon them centuries ago."

"And now it is in the hands of Ultron." Windu held a dark visage as he stated this, eyes almost gaunt as they were gazing upon the structure all were seeing.

"So what is this place supposed to be?" Scott asked, wincing as he asked. "Ok, stupid question. Let me back pedal here. What is this prison supposed to be like?"

"I know prisons are bad and all but the way you guys are reacting to it isn't making us feel any better here." Hope spoke up, voicing the concerns shared by those that weren't in the know.

"This was a prison built thousands of years ago by the ancient Sith." Master Unduli elaborated on the structure. "It has gone through many owners and phases before being what it is now."

"It has been used by a litany of Sith Lords over the years that served as a prison specifically for the greatest threats to the current reigning Sith Lord at the time. Be it Jedi, rival Sith Lords or anyone that can remotely prove themselves to be a threat to their reign." Depa tacked on.

"What does it do?" Steve quietly asked. "A place like that…"

"A place of darkness and corruption it is, yes." Yoda grimly stated. "Many a Jedi have fallen to the shroud of the Dark Side when taken to this prison."

"One not so easily broken into nor to escape out of." Barel summarized, his demeanor conveying one of deadly seriousness. He placed a datapad on the holo-table which began cycling through several individuals the scholar named off. "Sith Lords such as Exar Kun, Malak and Ruin have all at one point utilized this prison at one point and time to break Jedi they captured and converted them to the dark side."

"But Ultron isn't a Sith Lord." Hope reminded them all. "So that begs the question. What could he possibly want with that prison?"

"The Citadel has its uses." Vos begrudgingly said. "Force dampeners and such. Devices and means of preventing Force users from using the Force or even hearing it. Breaking their connection and their will."

"Sounds like fun." Scott glumly said.

"And someone like Ultron will undoubtedly find its uses in spite of not having a connection to the Force." Hope added on, a look of trepidation for all to see.

"I do admit…" Plo sounded disturbed and unsure of what he was about to say. "Due to him not having a connection to the Force, I fear for what he will be able to produce to counterbalance this disadvantage."

"Being an AI of his degree, he's likely already developed several dozen." Natasha's tonal inflection was that of a dark acceptance of what Ultron may or may not have already done.

"Ok, horrible Ultron ideas aside," Scott chimed in, shuddering at the thought of whatever the AI has been doing with this prison. "What's the plan here?"

"Infiltration." Widow declared, stepping forward to have the layout of the Citadel zoom in. "Tap and Karen have been busy creating a detailed map of the place from what you guys managed to dig up from the archives. It's likely to have been fortified on every front by this point if Ultron got a grasp of it. A frontal assault is all but out the window unless it's an absolute last resort or our getaway. Anything we do here that isn't discreet will likely kill Piell, his crew and anyone else that might be there."

It was at this time that Windu spoke up after having taken a scan of the room and its occupants.

"I have to ask," Mace said. "But given that this involves Ultron, why are the rest of the Avengers not involved?"

"Wanda and Pietro are the most likely to be detected by Ultron." Hope quickly answered. "All four of them come from the same source that gave them life and their powers. The Scepter that was once used by Loki. And Vision will come in later after he investigates that weird signal Anakin and Obi-Wan are going to investigate."

"If they come along right away, Ultron will more than likely pick up on them." Nat added on. "Besides, it's better they stay here in case Ultron gets an itchy trigger finger and attacks Coruscant again."

"Matt, Sam, and Rhodey are staying here as well." Steve spoke up. "Better to have a solid defensive line here if anything happens."

"So we gotta save everyone inside the super-prison first, Mission Impossible style." Lang chimed in. "And after that, we blow that place to kingdom come."

"Have doubts, do you, Master Windu?" The Grandmaster of the Jedi Order said aloud, looking to who was essentially the second in command of the entire order.

"I do." Mace freely admitted. "The Force… I sense a greater ordeal ahead of us than anticipated. Getting into the Citadel will be the least of our worries."

"Standing around here and doing nothing will only make it worse, Master Windu." Vos pointed out. "Right now, we need to act and get Master Piell and whoever else is in there out before the worst comes to pass."

"Master Vos is right." Barel spoke up. "We must go now lest we risk losing Piell to the dark side or… or something worse."

"What can be worse than turning to the Dark Side?" Secura queried almost worriedly.

"With this Ultron," Barel almost spat the name out. "I fear he may be doing things outside the realm of what we understand."

"Ok, let's -aheh- let's not make this any scarier than it already is." Scott nervously said.

"You've all faced Ultron before." Windu dryly reminded.

"Yeah but not in a palace of pain." Scott countered. "This is basically a horror movie we're willingly going into."

"It's just a prison-"

"That breaks the wills of Jedi, did you not just say that?" Ant-Man interrupted Master Billaba.

She bit her tongue in hesitation.

"If we are indeed going to be going in to save Master Piell and as many other prisoners in there as we can, just the group we have won't be enough." Romanoff pointed out. "Even with how big it is, if things go sideways, we're gonna need some serious firepower to tear our way out of it."

Hearing this made Vos tilt his head at an odd angle, an equally odd expression that was first noticed by his lover.

"What's the matter, Quinlan?" She asked aloud, getting everyone to look at the Kiffar Jedi.

"Nothin' just…" The braided Jedi struck a contemplative pose, rubbing his chin in thought. "If we're talkin' about both infiltration and firepower, then I just learned of something within our army that might be just what we need."

"Hmmm?" Steve looked at the Jedi inquisitively. "And what might that be?"

"That's just it, I'm gonna find out for myself if they're available." Quinlan admitted. "Since they entered into the war, they've been busy as all hell."

This only further served to confuse the assembled group within the chamber.

"C'mon, spill it out. Who are you talking about?" Hope asked with her arms crossed as she gave the Jedi a look.

Quinlan seemed to strain his mind for a moment until clicking his fingers.

Just as he was about to answer Hope's question, the doorway to the meeting room opened and in walked four uniquely armored men.

"Heya Master Vos." The biggest of the four greeted boisterously, removing his helmet to reveal a familiar face to the group yet different all the same. "The Cavalry has arrived."

"Heh. Nice timing boys." Quinlan said with a grin and Delta squad all groaned good-naturedly at the arrival of these new soldiers.

The other three soldiers removed their helmets to reveal clone-like faces yet distinct enough that each could be identified separately with ease.

"Hunter, Wrecker, Crosshairs, Tech." Vos rattled off their names, walking over to them and locking arms with the clone in a brotherly fashion. He had half his painted in camo-black and wore a red bandana that had a skull on its side. To some of the Avengers, he looked like Rambo.

"You're looking well, General."

"Same to you, Hunter." Quinlan remarked, turning back to the others that were all staring at them. "Everyone, meet Clone Force 99. The perfect, specialized unit to help us on this mission."

"So you were just faking not knowing about them." Nat stated more than asked.

"Everyone likes a dramatic entrance." The Kiffar Jedi boasted without shame, arms crossed confidently.

"You've worked with them before?" Steve asked, analyzing the four soldiers in front of them.

Tech appeared to be the more "bookish" with his slicked-back hair and spectacles. Wrecker was taller and hulkier than any clone trooper any of the others have encountered in the past, on top of the fact he appeared blind in one eye. Crosshairs was gaunt, appearance-wise, and seemed to be distant from the rest with his body language and subtle mannerisms.

"Twice by this point." Boss of Delta Squad revealed, going up to the lead trooper, the two slamming their arms together. "Good to see you again, Hunter."

"Same to you Boss." Hunter greeted in kind.

"You said these guys are Clones?" Commander Bly asked, walking to stand in front of them.

"Not like the ones we all know." Quinlan answered. "They're an experimental commando unit. But they prefer to go by the Bad Batch, given their unorthodox methods while out on the field."

"They can't be that bad, right?" Flash whispered in a low voice next to Cameron and Lucky.

Quinlan heard them and snorted.

"Well, if not bad equates to all their missions ending up with most of their targets having been blown up and off the parameters of the mission."

"Oh, so they're like us then." Scott was unable to help himself with his girlfriend giving him a flat look. "What?" He was defensive now. "Come on Hope, you know how many things have blown up whenever we're in the middle of something."

"That's not something to be proud of." She dryly responded.

Wrecker however seemed amused by such a statement. "HA, sounds like a blast."

"Pun intended?"

The large, bulky clone pondered for a moment before laughing uproariously, making those in attendance feel like their ears were ringing.

Hunter, all the while, was focused on Quinlan.

"So Vos, what's the mission this time around?"

-Scene Cut-

Barriss Offee stood within one of the many hangar bays that had been built near the Jedi temple at the advent of the war.

She was surrounded by activity as Clones went about preparations for departure for their next objective.

But Barriss wasn't focused on that right now.

Her attention was solely on her Jedi Master who she was walking alongside towards a meeting area composed of many other individuals that would be joining them for this operation.

"Master… are you sure as to why I should be going and not you?" The younger Mirialan Jedi looked up at her master, very much unsure about her place on this mission.

"I am leading our legion on this mission, am I not." Luminara serenely said.

"I understand that Master but why must I go down to this Citadel with them?"

Barriss wished she could've had Ahsoka and Peter with her. They could've helped her deal with her nervous state.

The older Mirialan seemed to sense her current mood, turning to face her.

"Barriss." She softly said. "Are you alright?"

"What makes you think that?" Offee felt like slapping herself. Why would she ask a question as stupid as that?

"It's rather easy to tell, my Padawan." Luminara said. "What's troubling you, young one. You were not so hesitant when offered a similar role back on Geonosis."

Barriss bit her lip, looking down at the ground for a moment.

"I just… I have a bad feeling about this, Master." She admitted. "The Force has been giving off an unusual feeling, almost foreboding in nature."

Her Master now frowned at hearing this and without needing any further prompt, placed her hands on her apprentice's shoulders.

"Barriss, I understand your reservation but I believe in your ability and your connection to the Force." She reasoned. "I know you will be needed down there to help those that they will be rescuing. I know this may be asking a lot of you, my Padawan, but I have absolute faith that you can succeed in this."

Well when her master said something like that in the tone she used with the feeling of absolute faith, Barriss was hard-pressed to deny the mission.

But in the back of her mind, she also remembered her friends, more specifically the words Peter abides by since becoming the hero that he is.

She has the power to help them and she was also a Jedi.

That meant she would always put herself out there for the sake of others before herself every time.

She shook her head to clear it of any doubts, momentarily admonishing herself for allowing a lapse in fear despite the feeling in the Force. Barriss stared up at her master in a determined fashion.

"I will not let you down, Master." She declared, earning a proud smile from the Council member.

"You never have, my dear."

Barriss just hoped the number of people coming would be enough.

All the while, over at the meeting area in the hangar bay, two team leaders were getting more properly acquainted with each other.

"So you lead the Bad Batch." Captain Rogers stated, shaking hands with the Clone trooper.

"And you lead the Avengers." Hunter said in return. "No need to look so surprised, sir. Practically every Clone knows about your team by this point. We've heard a lot about you."

"Hope it wasn't all bad." Steve jokingly said.

"Well, you sure impressed Wrecker." The headband-wearing trooper remarked with a wry look. "You should have seen his faces on all the holo-vids we've seen with how many things he saw you blow up."

"Is it really that bad?" Rogers couldn't help but sheepishly ask. He knew that a lot of collateral happened whenever the Avengers were in action but the idea of there being multiple videos of it doesn't exactly inspire confidence in the New Yorker.

"You've certainly inspired Wrecker, that's for sure." Hunter stated with a shrug. "He's determined to match your level for explosive destruction on an enemy base."

"That's great to hear." Steve sarcastically said. "I can tell Wrecker is the muscle of your squad. What can you tell me of the other two?"

"Tech is just as interested in you guys as Wrecker is but it's for more reasonable reasons." Hunter answered. "He's seen the technology you've all utilized like the shrinking capabilities of Scott Lang and Hope Van Dyne as well as the suits Colonel Rhodes and Lieutenant Wilson possess. He's been studying how they work from the vids since we first got them. Get ready for a lot of questions from him."

"Shame Tony's not here." Steve murmured. "And Crosshairs?"

"Our sharpshooter. Give him any long-range weapon and he'll perform miracles."

"Quite the boast."

"An exaggeration, yes, but he has landed targets a long distance away with quick precision. Even short-range with a number of actions we've pulled."

"Sharpshooter, huh? Now it's even bigger that the rest of our team isn't here. Clint would love the challenge."

"Clint?"

"Hawkeye." Steve clarified. "He's our sharpshooter, proud of his title. Best marksman in the world. Or our planet at least."

"Oh yeah?" Hunter mused. "Well, should we ever meet him, hope he doesn't mind the challenge. Crosshairs can be real proud of his talent."

"Hmmm, Barton can be too when he wants to be." Steve then became a bit contemplative. "But I've been wondering about something."

"Hmmm?"

"You call yourself the Bad Batch but your official unit designation is Clone Force 99." Rogers pointed out. "I know of a Clone on Kamino named-"

"99." Hunter beat him to the punch. "Yeah, where do you think we got the name?"

Steve smiled at that, hearing the pride lacing the Clone's tone. "He's a good man."

"He's a good brother." Hunter fondly said. "Helped us out a great deal during our time on Kamino before our first deployment. Even helps keep our room clean which is a task, let me tell you when ya have Wrecker as a roommate."

The good captain laughed at that, having gotten a good gauge as to the type of man Wrecker is.

"Hey Steve."

The duo turned to see Natasha gesturing for them to come over. "We're all set."

They shared a nod before going up to the large group that had been called together for the briefing of the mission.

Hope and Scott stood around a smaller holo-table, more akin to a pedestal as they saw that all who were needed had arrived.

"Ok, we're all here." Natasha said, marching up to the pair. "Let's get started."

Hope soon spoke up.

"Most of you may be familiar with our shrinking technology. This will more or less be how we'll smuggle ourselves in and out undetected… to a degree."

They were soon treated to the sight of a large transport ship that had the outlines of all the participating infiltrators inside.

Of the Avengers, Cap, Widow, Ant-Man and the Wasp.

The Jedi would have Aayla, Vos and Barriss.

And the clones held the largest in terms of numbers. Bly with his three ARC troopers, Delta squad and the Bad Batch.

"Our window will be here." Hope pointed to a highlighted line that was going directly into the Citadel. "From the intel that we gathered, there has been a consistent line of ships coming in and out of the system, likely bringing in supplies and other prisoners, most likely."

There was a shift in the group though they remained silent.

"From what Khaleen, Fordo and Alpha have managed to relay to us is that the prisoners are always alive when they're brought in." Natasha said. "So all we have to do is hitch a ride on a transport that's bringing in live prisoners so we can get in."

"Won't there be a chance of all of you being detected?" Plo Koon spoke up, voicing the concern of those not going on the mission.

"That's what Tap and Karen are for." Hope stated. "They were made after Ultron so Tony learned a lot from his mistake and they can counter any attempts of Ultron detecting us once we go in."

"But we can't assume Ultron won't know of our excursion in his prison forever. Whatever communications we use will need to be done sparingly before hell breaks loose."

"That's not exactly encouraging, Nat." Aayla remarked dryly.

"You know how these things normally go down, Secura." Romanoff answered with a resigned shrug. "Nine times out of ten, they always go sideways."

"A ringing endorsement." Steve quipped.

"Excuse me sirs." All heads turned to the rather bookish tone that belonged to the Bad Batch's tech expert.

"Go ahead, Tech." Hunter said.

"With respect to Mr. Lang and Ms. Van Dyne but this plan to shrink down and have us infiltrate in this method," He stated, looking down at his datapad momentarily. "Are there not any side effects that may occur with the changes we will all experience with our perspective and even our body mass."

"It's a good thing you brought that up, actually." Hope said with approval, turning to her boyfriend. "Scott."

"Before all this, Peter's been helping Hope and me with these." Lang said, pulling out several curved devices from the belt on his suit. It was difficult to discern what the functions of these items were until they saw him place them behind his left ear. The device began to expand, latching onto the back of his ear and glowing slightly.

"Hank always told us that even with the stabilization of the Pym Particle, he's not gonna take any chances." Scott said in complete seriousness. "And you guys don't have the same suits that we do to help in keeping your brain clear of any radiation that might occur when affected by the Pym Particle. These little earpieces are meant to keep you guys clear and stable when you're all shrunken down."

"May I?" Tech politely asked, handheld out for one of the devices which Scott handed over to him. "Fascinating."

"Wait, when shrunken down, the shrinking will affect our brain?" Vos spoke up, Delta squad glancing at one another warily. "What does that mean?"

"It won't." Scott promised, holding up another earpiece. "It's why we made these to be sure. The Pym Particle that we use is stable but like we said, its creator doesn't want any chances."

"Are you certain these will work?" Tech inquired.

"Positive." Hope confidently said. "We already tested them with Shadow squadron back on Jabiim. Had them installed in starfighters and saw it had no negative effects on the Troops."

That seemed to satiate the gadget-based Clone who nodded in satisfaction while still observing the device.

"But I should warn you guys it will still be disorienting with the whole size change and all." Ant-Man spoke up again. "Since it's gonna be sudden, just take a few moments to allow yourself to get used to it. Otherwise, you might get a bit of a sensory overload."

"Being in the ship will help since you'll still be inside but yeah, Scott's right." Hope stated. "The changing of your size and mass can be funky for a few people. Shadow squadron practiced it half a dozen times before they used their shrinking starfighters on Jabiim. We'll have a test run on our way there before we go for infiltration."

There wasn't any denial verbally or physically expressed from the group, simply murmurs and head gestures of agreement as Nat now took over.

"So, while we do have maps of the place thanks to the archives, it doesn't mean it's accurate by this point and time. Who knows what renovations may have occurred before and after Ultron took it over." Several portions of the Citadel were then highlighted red. "At the very least, we can infer that these designated support points are relatively unchanged and will be our target for bringing this thing down on the inside. Charges will be planted at these key locations. Do expect them to be heavily guarded as Ultron has most probably reinforced them. We may not know how much, either with his drones or building better supports, but it's anyone's guess as to how far."

Several other sections of the Citadel were highlighted, these ones being marked blue.

"This is where Ultron is likely keeping Piell and his men." Hope stated. "Though we don't know the extent of how many survived when he attacked, at the very least, Piell and a handful of his officers and troops survived if what our information tells us is true. Any questions?"

Hunter cleared his throat. "With respect, ma'am, the datapacket that we got spoke of additional forces joining us on this mission. The 501st and 212th were also marked down for this one from what I had heard."

"They won't be joining us necessarily in the infiltration." Steve spoke up, gaining the man's attention. "Both of them are investigating something else related to the Jedi that came up around the same time. A distress beacon that's a few thousand years old. Once they investigate what this beacon is, they'll link up with the other fleets."

"This seems a bit of an excessive use of force." Tech noted, looking at the organization of it all. "We are aware of the threat that Ultron poses-"

"Which is why we gotta do overkill." Scott plainly said with a shrug. "We're not pulling any punches. If things go sideways, a fleet at his doorstep will give us the chance to complete our job and hightail it out of there."

"Ultron has proven himself to be exceptionally dangerous despite being outnumbered." Luminara brought up, a grim visage for all to see. "His attack on the galaxy proved it as much."

"That was just a quick hit and run." Crosshairs pointed out with a dismissive tone.

"That sent the entire galaxy in a spiral." Aayla countered. "He beat both us and the Republic at the same time out of the Jabiim system. Having this fleet on standby may be what we need if we are to succeed in our objective. Taking out his forces is paramount as he has shown to be adept enough to take over whatever he has at his disposal."

Tech wished to voice a counterargument but figured now would be an inopportune moment. He, like the rest of the group, needed to focus on their current mission.

They resumed their discussion of the plan, pointing out possible outcomes and focusing on what they may or may not need to do.

Eventually, the time came for the mission to begin.

The large group of Avengers, Jedi and Clones all piled into the specially designed and modified ship that would help in carrying a large number of the captured individuals within the Citadel.

They just hoped that there were enough survivors to get to the ship.

Knowing Ultron…

That didn't matter at this time for them. Their resolve has been made and hardened.

They would see this done to the end and destroy whatever it was that Ultron was doing there.

Even if it's one of many, taking it out was just as important as any other objective.

And the Avengers going with this group made a vow that Ultron would fall so they would amend their follies of not making sure he stayed dead last time.

-Scene Cut-

"Geez, never would have thought we'd be in something like this." Flash commented, looking up at the gigantic ships that they were flying towards.

The fleet of ships arrived just outside the system of Lola Sayu. Tap and Karen, the latter that Peter had loaned out to this group, had created an algorithm that consistently changed as a means of scrambling any attempts of detecting their presence.

Once they established themselves, the infiltration team made their way towards the hyperspace lane that would take them directly into the Lola Sayu system.

Like the information they had gotten from Khaleen, Fordo and Alpha, they soon spotted a cargo transport that was in tatters headed for the Citadel.

With Tap and Karen's efforts, they flew in undetected from a hole in the side of the ship and shrank down just as the ship entered lightspeed.

In the middle of their journey, the large contingent of infiltrators were all busy preparing for what was undoubtedly going to be a harrowing mission.

The ARC troopers all checked over their equipment repeatedly, just like Delta Squad and the Bad Batch.

Vos was helming the ship alongside Boss whilst Hope, Scott and Natasha got acquainted more with Clone Force 99.

The only outliers in the midst of this brief mingling before the mission was one Avenger and one Jedi.

Of the former…

"You alright?" A soft, familiar voice asked from his side.

Steve turned to see Aayla looking at him with a look of concern.

"Hmmm? Sorry Aayla, had my mind on other things." Rogers quietly said. "Did you ask me something?"

She nodded, seating herself next to him now. "You look troubled, my friend. This is the same face you had when you first learned of Ultron's attack on the galaxy."

His eyes drifted down slightly. "Is it?"

Aayla appeared conflicted for a moment before putting on a more determined face.

"You remember our promise to each other after Master Keeli's funeral?" He glanced up at her in a bit of surprise. "That when we needed each other to talk, we'd be there."

The super soldier's eyebrows raised slightly and he was then gently nudged by the Jedi who… no… she wasn't pouting was she.

No that was her… patient Jedi expression. Yeah, that's it.

He sighed, leaning forward, propping his elbows on his knees and crossing his hands together.

"I just… well, it's the same as last time." Steve admitted, glancing at her. "It's knowing that he's here because of us."

Aayla frowned and without realizing what she had done, reached forward and grasped his hand in hers.

"Steve, you cannot think like that." She implored. "You mustn't. What has happened isn't your fault."

"We were there, Aayla." He rebuked, turning away from her. "The last time we fought Ultron, an entire city was destroyed. We thought we did our job but that was thrown back in our faces. He attacked a galaxy and took over an entire system and god knows what else cause we didn't finish him when we had the chance."

"Steve, you can't think about something like this." She quietly said, softly squeezing his hand subconsciously.

"Hard not to, given our history with him. We were responsible for causing such a menace to be created. One which we dread today."

"Steve," She said again. "Please. You can't let this consume you. This was beyond your control."

Captain Rogers only shook his head. "It was. It always was. Tony and Bruce may have created him but we let it happen. I let it happen. And now an entire galaxy is paying the price for it."

The Twi'lek then surprised the super-soldier when he felt her slender hand placed upon his cheek and turned his head to face her.

"You cannot allow these thoughts to plague you, Steve Rogers." Her voice was firm and authoritative despite it being so low. "The past is the past, you can't live in it forever."

"Can you actually escape from it?"

"Only if you allow yourself to do so." Secura said, lowering her hand from his face to take his other hand. "You need to understand that there are things that you can't undo. You can only push forward to make things right despite it all. No matter how many tries it takes."

While the rest of the team was preoccupied with their preparation for the mission, neither of the two realized that they were being watched.

Natasha stared at them out of the corners of her eyes, Bly kept glancing over at them and Aayla's former master took a peek back, grinning widely at the interaction.

Romanoff caught the eye of the Commander of the 327th and smirked approvingly, gesturing her head at the pair.

Bly quirked a brow though his eyes glimmered with mischief. He got her silent message of "you thinkin' what I'm thinkin" and responded with an approving grin.

As the pair now forged a plot in silence, the two targets of their newly made mission kept on speaking with neither being any the wiser.

"How's Barriss?"

"Nervous like many on this ship."

"She seems to be more so than the others." Steve noted, looking over at the Padawan who had been sitting rather isolated from the rest. Her head was bowed down with her arms wrapped around her.

Aayla frowned at seeing this, not liking the normally calm and serene Padawan being in such a state.

"Did she say anything about this mission?" She heard Steve ask in a low voice.

The Twi'lek Jedi thought about it for a moment and recalled a conversation she shared with Luminara just before they had left on the mission.

"She mentioned Barriss felt a great disturbance in the Force, a warning that has been affecting her far more than anticipated.

Roger's lips curved further down, a pit settling in his stomach now.

"These disturbances…" His voice was faint, only audible for Aayla to hear. "I never really asked what do they really feel like."

"It varies." Spoke the Twi'lek. "A sense of drowning for some. A weight suddenly entrapping them for others. Dread feeling their chests. Migraines. The list goes on."

"Sounds more like a sickness."

"It can come across that way." Aayla admitted. "But what a disturbance in the Force really feels like… Have you ever had something that felt as though it reached down and grasped at your soul?"

Steve blinked at that, finding the wording to be rather ominous.

But as he thought about it, it didn't take long for the New Yorker to think back to his time in the war and the last mission he had.

Going down in the ice, talking with Peggy all the while guiding HYDRA's plane down. There was a strange feeling of fear that was soon replaced with acceptance when he presumed that those would be his final moments.

Before he was able to formulate and answer, Vos spoke up from the front.

"We're exiting hyperspace."

Aayla and Steve shared a look, then realized they had been holding hands with one another. The former felt a bit awkward upon seeing that she had reached out to him without even knowing about it. But rather than feel embarrassed or ashamed by it, she simply smiled at him, squeezing his hands as a brief attempt to comfort both him and herself for the upcoming mission.

Steve simply smiled in return, his appreciation for the gesture evident in his eyes as the two prepared themselves with the rest of the large team.

-Scene Cut-

On the planet Lola Sayu, the Citadel was positioned in between two yellow lava lakes which helped power the station with geothermal energy.

The structure was widely believed to be impregnable with its front section sticking out over the lava, the back giving out to the landing field, which was protected by fences and security emplacements such as turrets. The outer walls of the Citadel were laced with hundreds of electromines, which when combined with the planet's high winds prevented infiltrations by pushing would-be infiltrators, into the lava lakes below. Searchlights could pick out anyone attempting to enter or exit the ancient prison and every door along the outer wall was protected by a ray shield.

Inside was a labyrinth of identical hallways and corridors. Each hallway was protected by electrified walls, magnetic ceilings and floors, rapidly closing blast doors, cameras and automatic lasers. All security equipment is monitored from the central control room located at the top of the prison tower.

This was all before Ultron came in and made improvements.

Now…

Well, death trap is a polite means of describing Ultron's "Renovations".

The mad droid had refortified a number of locations, making the walls have a sheen covered with metal, giving it a more imposing aura.

Ultron Drones of varying sizes flew about the area while patrolling the multitude of cliffs.

What they failed to locate or detect was a speck flying down past them all towards a location tucked away in the furthest corner of the Citadel where no drones were patrolling. Landing upon a sizable chunk of elevated land, there was a gust of wind as something grew to a large size and moments later, a lance-like ship made itself visible.

"Jamming signals in effect, no signs of detection comrades." Tap announced over the speakers.

"We've implemented the loop so Ultron will be unaware of your entry through this sector." Karen chipperly said.

"Good work you two." Nat praised. "We're counting on you both to keep us invisible."

"We shall not let you down comrade Natasha." Tap proclaimed.

"Truly fascinating." Tech said with open intrigue. "If it is too much to ask, once this is all over, may I have a moment to study these programs? They are extraordinary."

Romanoff only grinned at the tech-savvy Tech, patting his shoulder.

"Loving that optimism, Tech." She said. "Don't worry, we'll give you your time."

For the first time since meeting them, Tech gave the Avenger a genuine and appreciative smile.

As the crew began exiting the ship, ARC Trooper Flash stepped out of the ship, examining it from left to right.

"I didn't know this ship can turn invisible." Flash said in surprise.

"Yup. Cool, right?" Scott said. "Obi-Wan was the one who suggested this kind of ship cause he used another version of it back at some other planet earlier in the war. Crystal-something."

"Why couldn't we just use that to get in then?" Cameron asked. "Seemed more efficient than shrinking and hitching a ride."

"This tech is experimental still with some bugs." Tech spoke up, walking over with his datapad and making a scan of the unseen ship. "While it can turn invisible, it can't do so in hyperspace. If we used that to get into this system, or even this sector, we would have been detected or spotted before we could even turn the cloak on."

"Wouldn't those other two AI been able to keep us safe?" Lucky pointed out.

"Unlikely." Fixer said. "Even with both AI helping to keep us out of sight, from what I've seen of Ultron's capabilities, he likely would have spotted an invisible, fully sized target. Our organic signatures, for example."

"Having us smaller, the size of specs is easier as you could almost say the jamming Tap and Karen provide are almost unnoticeable," Tech added on.

"Does it really work like that?" This was thoroughly confusing for the ARC troopers.

"We got in, didn't we?" Hunter remarked off to the side, twirling his custom-made vibroblade and sheathing it into his vambrace.

"I guess." Lucky muttered with a shrug, opting not to think about it.

They had more pressing matters to attend to.

"Are you sure parking right next to the magma on the side of this place was a good idea?" Scorch asked, looking down at the molten liquid.

"It would be sure suspicious that another ship just up and appeared by growing in the middle of the hangar bay." Hope remarked.

"I thought you liked living on the edge, Scorch." Quinlan cheekily said, nudging his Clone brother on the shoulder.

"I said I liked explosives and making sure it's our enemies that blow up." Scorch dryly shot back. "I'd rather not lose our ship again."

"You know you're responsible for at least half of those." Vos countered.

"And you managed to outclass him recently." Boss chimed in, causing Quinlan to jolt.

"I-what?!" Vos barely restrained his indignant shout. "Those don't count!"

"Master." Aayla put on a faux-disappointed look. "I thought you would have become better by this point."

Quinlan looked ready to retaliate against such slanderous accusations when he felt a firm hand on his shoulder.

"Come on now, Vos." Steve said, amusement laced in his tone. "Let's save it for later."

As this small banter came to its end, one Jedi Padawan stood apart from the group, her eyes firmly fixated on the Citadel.

Their objective.

She didn't know what it was about this place being in such close proximity to it that made her stomach churn.

There was such a terrifying aura surrounding the structure with nothing but terror and death emanating from it. She reached up to her hand, feeling another disturbance in the Force only this time… this time there was something truly terrifying.

She heard a scream in the distance that was silenced by the sound of machinery followed by a synthetic, metallic laugh that made her spine shiver.

"Commander, are you alright?"

The Mirialan Padawan blinked and turned to see Bly looking down at her with concern evident in his voice.

"O-Oh, apologies, Bly." She sincerely said. "I did not mean to make you worry."

"What's eatin' ya, kid?" A gruffer voice asked and she saw Hunter was now standing on her other side. "Ya look really rattled right about now."

Offee internally bit her cheek, body seizing up for a brief second as she looked back at the Citadel.

"This place… it wreaks of a vile darkness." Barriss whispered though she was still heard by the two Clones. "This isn't like the Dark Side of the Force. It's… it's something worse."

"She's not wrong there." Spoke a solemn, female voice belonging to Aayla Secura. "This place has a stench to it that I have not dealt with in my entire life as a Jedi. Whatever Ultron is doing here…" Aayla's face hardened, now glaring at the prison. "It is an affront, an abomination on life itself. Just being here makes my skin crawl."

"Don't need your Force thingy to share your feeling." Scott Lang now joined in. "This place is giving me the goosebumps right about now."

They befell into a moment of silence when…

"Jeez, what's with all the red?" Scott questioned, noticing the litany of red lights around the prison. "I know he's a maniacal asshole and all but he's laying it on thick, don't ya think."

Hunter was unable to withhold his snort with Bly shaking his head. Even Barriss managed out a tiny smile though it was quick to fade away.

Back with the others, they were all observing a more detailed layout of the prison with multiple pathways being highlighted.

"It's a damn labyrinth." Hope commented in annoyance.

"These are just the hallways and corridors." Scott said, adding in additional outlines that were just starting to be formed.

"What's all this?" Fixer asked.

"Pipes and vents that we're mapping out right now with these little guys." Ant-man said, holding up his hand. The group looked closely at the appendage to find multiple small critters crawling around his fingertips that were then taking off into the air, flying straight for the prison.

"What are those?" Sev asked, squinting his eyes at the things flying off Scott's hands. "They look like bugs."

"They are." Scott confirmed. "We've been growing a colony of them back at our home base after Tap managed to find ants susceptible to our technology where we can control them. Been building them up for a while."

"Incredible." Tech looked like he was about to salivate at all the questions he had for the technology needed to implement such functions.

Captain America nodded approvingly at Scott and Hope's actions, a plan quickly formulating in his mind.

"Alright, we're gonna split up to cover more ground." Steve declared. "Scott and Hope can shrink down, use the ducts and vents in the place to get other areas in this place faster than us. Nat, you're with me. You too Hunter. Vos and Delta squad will take the lower floors, make a sweep and plant their explosives. Barriss, you'll go with Aayla and her men from the middle. The sooner you get to the prisoners, the sooner we can get them out. With your healing ability, we can at least give them some reprieve and maybe get them to go faster."

"And what if Ultron detects us?" Sev of Delta Squad asked.

"We'll keep him occupied." Rogers said without missing a beat. "Figure the six of us can cause more than enough commotion to have that bastard focused on us."

Crosshairs let out an audible, withering sigh as he stood next to a now jittery Wrecker who would just jump at the prospect of chaos.

Delta squad glanced over at the oversized lug, a look of sympathy directed at the sharpshooter who simply stared back at them, resigned to his fate.

"Oh chin up, Crosshairs." Scorch said in an attempt to alleviate the sniper. "If anything, you'll have a chance to show off. You know you can't help it."

Try as he might, Crosshairs was unable to hide the brief smirk that appeared, catching Wrecker huffing at the thought which only added to his smug demeanor.

"He won't beat me." Wrecker sounded like a child now. "Just you watch."

Crosshairs was now openly grinning with a silent expression that conveyed "oh now I will top whatever you come up with."

"Tap and Karen will keep us under wraps but only for so long." Nat said. "So at the very least, let's just try to reach the prisoners before things go ass up into smoke."

"Encouraging Romanoff, really, you understand exactly what to say to raise our spirits." Quinlan dryly said.

"It's a gift." Widow said with a shrug. "Now, let's do this."

The group all went in through a side entrance that had been collapsed due to rubble but was cleared due to the combined efforts of Barriss, Aayla and Vos.

All the while…

A number of spider-like creatures were crawling around the area and scampered away at the sight of the group.

Once they were in the Citadel, they were quick to break off.

Tap and Karen got to work in jamming any forms of detection or messing with cameras that may be in use, creating brief loops as they passed them by.

The group split off into their teams, Ant-Man and The Wasp shrunk down and entered into a nearby vent with a contingent of ants accompanying them.

Steve, Nat and the Bad Batch broke off to a higher level, Quinlan and Delta Squad to the lower whilst Barriss, Aayla, Bly, and the 327th ARC troopers remained on the floor they found themselves in.

They all moved quietly and carefully through the Citadel, using the aid of their two AI to help guide them through areas where there were dozens of drones either patrolling or being assembled.

"All teams, report in." Steve quietly said, peeking around a corner, ducking it back as two sentries flew by.

Ant-Man and Wasp rounded a corner of one of the ventilation shafts they were in, looking down at an opening to see an empty room.

"Nothing with us Cap." Hope stated. "Just one room after the other."

"Nothing in them?" Nat's voice came in through the comms.

"Nada, no dice on anything. Even our ants haven't given us anything yet."

Over with Vos and Delta squad, they were on either side of the entrance to a hallway crawling with drones.

"Lot of activity on our end." Boss reported. "They must have something here."

"I don't like the look of it." Sev stated, grimacing beneath his helmet. "Honestly, kinda feelin' what Commander Offee was talkin' about earlier. Got a bad feeling about this place."

"We're gonna go another way around, Cap." Quinlan finished off for his group.

The last group was in a corridor with several doors that had staircases leading into them on the sides.

"We're in a detention cell." Aayla said, eyeing each door with a guarded look. "Gonna start looking into them."

Bly made a hand gesture to his three men, pointing at Lucky to stick with him whilst Cameron and Flash checked the cell next to them.

Aayla went for one by herself, Barriss doing the same.

Four doors opened and out of all of them, three were empty.

The fourth one however…

"Here!" Cameron said aloud and all rushed into the cell he and Flash were in to find a lone, severely weakened but alive Clone Trooper.

Barriss was the first to be by his side with Aayla on the other.

The Clone was unconscious and looked to be in a great degree of pain.

The Mirialan closed her eyes, reaching out with her hands which went all over the Clones' body save for the head which already had Aayla's over them.

"He doesn't have that many injuries." Barriss quietly said in relief, the other Clones sharing her sentiment. "Just malnourished. Barely being fed enough to be kept alive."

"Does he need some food?" Lucky asked, pulling out an MRE from one of his pouches.

"Yes, but he'll need to make sure it's in moderation to get him back to normal." Barriss said. "So some water for now."

Flash pulled out a flask, offering it for Barriss to take which she did with an appreciative nod just as Secura used the Force to bring the Clone back to consciousness.

He let out a pained groan, eyes barely straining themselves to open up.

"Easy." Bly whispered, hoping the Clone would hear him.

"Whooozat?" Came the slurred question as the Clone slowly regained consciousness.

"Don't move too suddenly." Barriss said, placing her hands softly on his shoulders and carefully sitting him up. "Just take your time."

"Or… just a little faster, if you don't mind." Lucky remarked, taking a moment to check outside the cell, his DC-17 blaster pistols held in his hands.

The Clone soon opened his eyes properly and at first, his vision was blurry but it eventually cleared for him to see the four clones and two Jedi before him. He almost couldn't believe what he was looking at.

The Clone glanced at Barriss, then at Aayla before looking at his fully armored brothers before repeating the process again.

"General Secura?" His voice was raspy. "Commander Off-*COUGH* *COUGH*."

"Easy now." The Padawan quietly said, holding out Flash's flask. "Here, let me help."

She gently tipped the Clone's head up, one hand on the back of his head whilst the other assisted in tipping the canteen over his lips.

He gulped down the water, letting out a gasping breath, coughing slightly though he shot the Padawan a look of pure gratitude.

"Thank you, Commander." He croaked out. She held a sad smile, glad to see he was alive but her heart was wrought with grief at the suffering he had undoubtedly endured.

"What's your name, trooper?" Bly quietly asked, kneeling down to one knee, slightly below the Clone who was still a bit addled.

"Coil, sir." His voice was raspy but still conveyed the respect that he held towards the Commander. "152nd Battalion sir."

"What's the last thing you remember, Trooper?"

Coil appeared a bit hazy as his mind worked hard to recall just what had happened prior to him winding up here.

"There… there were more of us." He whispered throatily. "My brothers… all of us were taken by him. By Ultron. He moved us around but brought us here."

"Your battalion…" Lucky was hesitant to ask. "Are they…"

"I… I don't know." Coil shuddered. "It may be a mercy if they were…"

"What has Ultron been doing here?" Aayla asked.

Coil shook his head, though immediately regretted it as he had gotten dizzy by that action alone.

"I don't know what he has done." He managed out, hands up to his head. "Just that… they are taken. And then… the screams. I just heard them all screaming." Tears now fell from his eyes. "I never saw them again."

"Who's your general, Coil?" Bly asked.

"General Sirrus and Commander Aubrie." He answered straight away, causing the six rescuers to freeze in shock and disbelief.

"General Sirrus." Aayla repeated in a low whisper.

"Commander Aubrie?" Barriss' eyes widened.

"Wait, they… weren't they stationed on Jabiim?" Cameron asked.

"General Sirrus perished in the battle but I do know Aubrie Wyn made it off the planet."

"Jabiim." Coil's voice took a downward tone. "That was the last thing I remembered."

The Clones and Jedi all looked at one another in shock.

"Fucking Kriff." Flash murmured. "He's been here since Jabiim?"

"What the hell has he been doing with you?" Lucky asked in a low voice, deeply disturbed upon discovering this.

"We need to get him out of here." Barriss said.

Aayla simply nodded, contacting the others.

"Everyone, we found a prisoner." She informed the separate teams. "His name is Coil. He's apparently been here since Jabiim."

"Jabiim?" Hope nearly exclaimed. "That was months ago."

"His entire Battalion had been captured apparently." Bly tacked on, glancing back at the trooper who had Barriss helping him on one side with Lucky on the other. "He's in bad shape and severely malnourished."

As the group slowly began moving Coil out of the cell, there was a whirlwind of thoughts that they all unknowingly shared.

Could… Could there be other survivors from back then?

There had to be, even if there's so little, right?

Such a possibility seemed too good to be true.

But what he said about being held since Jabiim. About him being under the command of Jedi Master Sirrus and Padawan Aubrie Wyn…

An unsettling, cold feeling came over them, affecting Barriss the most.

She felt a genuine, almost freezing feeling of absolute dread come over her. There was a reverberating feeling of pain resonating through the Force and it was all because of where she was right now.

It was almost overwhelming to her but the Padawan steeled herself internally and concentrated on doing her job.

Coil was the first of many that they would rescue.

That was a promise.

Midway through their movement through the corridor, they found Coil in, she paused for a brief moment and looked behind them.

"What is it, Commander?" Lucky asked straight away, the one hand that wasn't supporting his Clone brother reaching for his pistol.

"Do you," She strained her ears. "Hear that? That skittering noise?"

The others paused in their path, looking back at Barriss and then behind her with Aayla walking around her with her hand holding her lightsaber.

There was a moment of silence with all not saying or moving.

It was then that they heard an oh-so, barely audible echo from afar. Small little clanking, ticking and skittering sounds from afar.

They all tensed up and were almost about to pull out their weapons when it stopped altogether. The group didn't move at all, waiting for something to happen.

"I… I don't know if it's gone or not." Cameron said.

"Let's not stick around to find out." Bly darkly said.

Flash then shivered, shaking his head. "Why am I getting Alien flashbacks?"

Cameron groaned. "Please don't bring up that film series."

"Why not?"

"For one, we ain't on a ship, we're at a prison fortress. Second, there wouldn't be any xenomorphs crawling around."

"Then what is?"

"Obviously Ultron's forces."

"Gentlemen." Aayla interjected.

The Clones got the message, nodding apologetically as they resumed their walk to get to the rest of the prisoners in the Citadel.

…

…

…

"Hopefully they ain't crawling through the walls."

-Scene Cut-

In another room, a cybernetic individual looked through a litany of security feeds. His mandibles clicked ever so slightly as he smiled.

"Oh, my dear clone, they are in the walls…"

"Admiral Trench." Spoke a mechanized, human-like voice from behind the synthetic Harch.

Trench, formerly of the Separatist Alliance, now a staunch ally of Ultron, turned to see a dozen Ultron Sentries being led by a uniquely designed individual.

Wherein the others were lankier and had glowing red eyes and gaping mouths, the head of them was a sleek, much more filled out and bulkier being whose head was more akin to a full helmet with two glowing blue eyes though it still had the same antennas Ultron himself had on either side of the head.

"Whiskers…" Trench greeted conversationally.

The mechanized human glared at the former Separatist. "That is not my designation."

"I know, just thought it was funny to say in front of your face."

"Enough of your idle chatter, Trench." "Whiskers" impatiently said. "Have your crawlers not detected intruders?"

The Harch male simply nodded and turned back to what he was observing.

It was surveillance footage though it was from, what one could call, unusual perspectives.

Some were from afar, carefully following the three groups in the hallways of the Citadel.

Others were directly from above or on the side or from below, making those that they were observing appear larger than they seemed.

There were times that it appeared they were observing nothing at all or that there was a brief glitch of some kind that tampered with their ability to record the intruders. But Trench knew that it was all stemming from this team of infiltrators.

"It is as Lord Ultron predicted." Trench's mandibles clicked in satisfaction. "One way or another, the Avengers and their allies would have eventually made their way here. We just needed the proper bait."

"Jedi Master Piell is an adequate means of drawing them here." The mechanized being remarked with a cold tone. "Lord Ultron will be pleased if we eliminate these intruders."

Trench, however, did not seem to share in this sentiment.

"You disagree." It was stated more than asked.

The Harch admiral raised one of his mechanized arms with a finger pointed out.

"You forget, Whiskers. Lord Ultron wishes to see the Avengers dead personally by his own hands." Trench almost sounded admonishing. "What we are to do first is to break them. Break their resolve, break their minds, break their spirits. They took everything from him. Denied him his purpose. We shall "avenge" this slight and continue on his mission. His true mission."

Whiskers took a moment to contemplate his words until realizing their meaning. "Those who fail to evolve-"

"Are doomed to perish." The admiral's mandibles clicked again, an excited tone coming from them. "I think it is high time they bear witness to the glorious purpose this place holds."

-Scene Cut-

Steve held up a hand, his group stopping as more drones passed on by.

He heard some movement behind him, the super-soldier turning back to see Wrecker shifting about anxiously.

"Aurgh." The large Clone grumbled quietly. "When can we start blowing things up?"

Nat, standing next to him, was unable to hold back her silent laugh. She reached up and patted his helmeted cheek affectionately.

"Just hang tight, big guy." She assured him. "If anything, we're gonna be a distraction for the others to get all the prisoners out. And we're gonna need to be loud."

Wrecker shook now with anticipation, giddy at the thought of tearing this place apart. After having walked through here in relative silence, he's not normally the kind of guy to admit this kind of thing but this whole place was giving him the creeps.

"Something feels off about all this." Hunter murmured, grazing his hand along the walls, rubbing his fingers together with some black dust falling from them. "This whole place feels off. Feels wrong."

"Hard pressed to disagree with you, Hunter." Tech said, narrowing his eyes slightly at an empty room they passed by.

There was a table in the center with multiple operation tools on and surrounding it.

Not exactly the most inviting place from how it looks .

"We've got a door that ain't budging." Crosshairs spoke up, standing in front of the door that was at the end of the hallway they were standing in.

"Think Tap and Karen can get this open?" Hunter asked, Natasha shaking her head in response.

"Let's not distract them." She said and wordlessly, Tech walked forward, holding up his wrist pad to a control panel on the side of the door.

It was only a few seconds of Tech working to open the door and a moment later…

The two sliding doors opened up to what could only be described to be a nightmare.

First was the literal wave, a stench that almost caused the entire group to throw up. Even with the helmets the Bad Batch wore, it overwhelmed their filters and they were coughing, almost retching.

"What in Kriff's name… was… that?" Hunter trailed off once the team saw what room they were all looking at.

"What…" Steve almost lost his voice. "What is this place?"

Grotesque, disgusting and disturbing would be the mildest terms used to describe the room in which they found themselves.

Bodies.

Countless bodies were strewn about.

Be it on the floor, the tables, tanks on the walls and that was just the full ones.

There were arms, legs, chests, heads, every single piece either hanging on chains or tendrils, placed on other operating tables, hung up on the walls.

And all of them shared a single trait in common.

The metal that surrounded certain portions of the flesh, almost replacing it entirely.

The majority of the room was taken up by Clones but many other species were present as well.

This entire room was akin to something out of a horror flick. No amount of words would be enough to describe the abject revulsion and disgust the team was all feeling right now.

Even Crosshairs, a normally reserved and quiet soldier, had his body slumping slightly at what he was looking at.

"What the hell is this?" Hunter quietly asked, deeply disturbed at the sight.

Crosshairs, who was normally reserved and distant, found himself clenching his rifle rather tightly at the sight of a clone trooper that had his chest cut open. Metal tubes were stabbed into several organs and the look that the Clone had on him…

It must've been his final look before he died.

The sharpshooter would be the first to admit that he has a distaste and lack of interest regarding regular clones or "regs" as he calls them.

But this was just…

He didn't have a word or thought to articulate what he was feeling right now properly.

"Tech…" Wrecker's quiet voice was heard in glaring silence. "What… what are they doing here?"

Hunter glanced over at the large trooper, put off by the disheartened sound the normally boisterous Clone had given off.

Tech, in an almost robotic fashion, began scanning everybody and body part with his eyes glazed.

"Cellular de and reconstruction." Tech icily said. "Fusion on a molecular level of machine and man. Experimentation shows that many kinks and issues are still left to discern."

Black Widow was gazing at a clone trooper that was in a tube, fully intact with no apparent blemish or wounds at him at this time.

A trembling hand raised up and placed itself up against the glass, a nauseating feeling coming over her as her mind wracked itself with thoughts on just why Ultron was doing this.

She thought back to the first time they had ever encountered him at their supposed "victory" party last year.

The genocidal AI spoke of bringing peace in our time.

About humanity being unable to evolve so long as the human race remains the same.

How they were protecting the world but didn't make an active effort for… change…

"Evolution."

Steve's ear twitched when he heard Natasha's low whisper.

"What was that, Nat?" He quietly asked, making the Bad Batch look at them both.

Romanoff slowly turned back to them with a sorrowful expression laced with dread.

"Remember what Ultron said? What Bruce said?" She asked Steve directly. "About how Ultron wanted to attain peace?"

Rogers paused in thought, a slightly confused face displayed for the group to see until understanding came upon him.

"You can't be serious."

Nat only shook her head. "Afraid I am, Steve."

"Excuse me." Hunter spoke up, clearly miffed at their rather vague wordplay. "For those of us who are not in the know…"

"Sorry." Steve sincerely said. "It's just something from our past that has to do with Ultron. We know why he's doing this."

"I heard Ms. Romanoff say evolution." Tech spoke up. "What does this have to do with what Ultron is doing?"

"And what's all that nonsense about "peace?" Wrecker huffed. "I'm getting sick just standing here."

"Ultron was created, originally, with the intention of bringing peace to our world." Steve elaborated. "But something went wrong when he got started up and he had a more twisted notion of peace."

"The way he saw it, humanity on our planet was stagnating with no true means of progress." Nat added on, turning back to the Clone in the tube. "So he believed that in order to attain his version of peace, it was through evolution. A rather forceful one involving the eradication of all life on Earth to make way for his metal utopia or whatever he wanted."

"So what's he doing with everything here then?" Crosshairs inquired, eyes narrowed at another body where its right arm and leg had metal plating over it.

"Evolution." Nat said. "He's-"

"Forcibly reengineering organisms into an army." Tech quickly summarized. "His evolutionary army."

"All this for peace?" Hunter murmured in disgust. "And you're saying… the way you phrased it, it sounds like you made him."

"One of ours did." Rogers clarified. "Two of our founding members made him with the best of intentions but…"

"The worst thing imaginable came from the best of intentions." Nat somberly finished for the Captain.

"All this because we didn't stop him the first time." Steve dejectedly said.

Widow simply walked over and lightly hit his shoulder with a frown.

"Hey, none of that." She disapprovingly stated. "Aayla told me to keep you out of your funk."

The super-soldier looked at Natasha in bemusement. "When did-"

"Steve." Romanoff interrupted, giving him an expectant gaze. "Take a moment to consider who you're talking to."

Rogers blinked at her before sighing, shaking his head in mirth.

"So what do we do now?" Wrecker asked, looking at the clone in the tube with sympathy.

Before anyone was able to answer that question, the tube that held the clone let out a hiss.

The group all jolted, weapons up in an instant but they lowered them once the tube was taken out of the wall and moved back into what appeared to be another room.

Tech's head snapped down to his datapad and let out a curse that almost shocked his batch brothers had it not been for the situation.

"They're taking him in for conversion."

"What?!" Wrecker exclaimed in alarm. "Wait… what's that-"

"They're gonna change him into a machine." Steve answered quickly. "Tech-"

"Straight ahead." Tech said, pointing at the door leading out of this horror show.

"Wrecker." Steve shouted, shield up and running forward.

The large Trooper was quick on the uptake, grinning beneath his helmet as the pair ran forward and together smashed the door apart.

The rest followed through and they were met with the sight of dozens of Ultron drones crawling out from the walls, ceilings and floor within a room much larger than the one they were just in.

"Well, well, well." Said a familiar, sinister voice from one of the drones, its eyes glowing red rather than the blue the rest had. "I was wondering when you would show up."

"Ultron." Cap and Widow muttered darkly, glaring spitefully at him.

"And you brought some new puppets." Ultron cheerfully said, directing his gaze at the Bad Batch. "Tired of your old ones?"

"Better watch yourself, clanker." Hunter threatened, pulling out his vibroblade.

"Oh~, how cute." The AI's mocking voice grated on the nerves of the batch. "But even with your bravado, you're all gonna wind up the same. Discarded and forgotten."

"That's not gonna happen." Steve fiercely declared

If this was his regular body, Ultron would be rolling his eyes right now.

"Ever the self-righteous boy scout." Ultron said, sounding bored. "But let me ask you something, expendable assets-"

This label clearly incensed the Bad Batch who were all ready to pounce on the drone.

"-Would you rather be what you are, used and thrown out after all of this is said and done. Or," The drone gestured its hand to the clone that was now awake and confused as it was being placed upon an operating table. "Would you rather become something greater, something more than you already are."

It was then that Natasha noticed multiple arms and tendrils all coming towards the still confused but now terrified Clone.

"SAVE HIM!" She shouted, rushing forward only for a Drone to shoot at her.

She skidded to a halt and jumped back at the last second.

Steve grit his teeth, throwing his shield at the arms and tendrils that were nearing the clone only for a ray shield to be activated. His vibranium disk bounced off the shield, tearing through other drones before returning into the hands of its owners.

"Move!" Hunter shouted and the six ran forward, tearing into the bots that began swarming them.

They fought with everything they had, ripping and shooting apart every Ultron drone that got in their way.

But it wasn't enough.

Despite having superior fighting capabilities in terms of enhanced physiology and technology, they couldn't get to the clone in time.

"TROOPER!" Rogers shouted in abject dread.

They watched in horror, fighting to get to him but the tendrils and drones that came at them held them back long enough for the procedure to continue.

A laser cut into his skin from the center of his forehead, down to just below where his eyes are then shifted to the left.

The Clone's eyes were shaking wildly, his mouth opened to scream when a tube shoved itself in and he was forced to ingest a metallic sludge of some kind.

Blood poured from his nose and ears whilst his skin that had been outlined by the laser was ripped straight off.

"GET HIM OUT OF THERE!" Natasha yelled, firing her widow's bites that were blocked by additional tendrils that came down from the ceiling.

Several arms came up from the floor around the writhing clone and quickly got to work on the exposed flesh and bone on his face. The trooper was jolting in an erratic manner as if suffering from a severe seizure.

A leg was sliced clean off, replaced with a metal one, the flesh having metal pincers dig themselves into the skin and bone.

"I've got it!" Tech shouted, typing in the last of his command with the assistance of Tap and Karen to override the procedure.

Everything around the Clone slumped with the trooper doing the same.

Nat glanced at him then tech. "Is he…"

"I don't know." Tech quietly said.

The ray shield was gone with the drones having stopped coming in. Steve walked over to the trooper and hesitantly placed a hand over his neck.

It only took a few seconds for the Captain to hang his head, shaking it.

"Better that way." Crosshairs murmured. "Better to be dead than to be… that."

The group was hard pressed to deny such a statement. What they saw was nothing short of torturous and that was putting mildly.

They were unable to dwell on it any further as alarms began to ring all over the Citadel.

"Uh, guys?" Scott's voice came in through their radio. "You all hear that right?"

"Jig is up." Nat muttered. "If we ever had it to begin with."

"Most likely not with how that bastard acted." Hunter said with a near snarl.

"Guess it's time to cut loose then." Steve said. "Aayla, Barriss, what's your status?"

"We're still with Coil but we're nearing the detention center where Ultron is probably keeping the prisoners." Aayla responded.

"You guys focus on getting to them." Steve ordered. "Everyone else, time to raise some hell. Keep them focused on us."

"Will they?" Nat asked.

"We'll make them." Rogers declared. "We have to at this point."

"Hey Cap," Hope was now speaking on the comms. "Scott and I planted several explosives in a couple of corners we passed by."

"Set them off and head straight for Barriss and Aayla's position." Rogers instructed. "Vos, do you copy?"

They were met with the sound of blaster fire and a lightsaber spinning about, cleaving through enemies and deflecting shots.

"Way ahead of ya, Cap."

The group then heard the telltale signs of more incoming enemies that would be on them at any second.

"Wrecker." Steve's voice was low and dark.

The large Clone stood more straight as he was addressed by the Captain who turned to him, his eyes ablaze.

"Smash."

There was a malicious grin beneath the trooper's helmet as he put his primary weapon away and slammed his fists together.

"With pleasure captain."

The hallway ahead of them had drones swarming in but that did nothing in deterring Wrecker.

He simply barreled forward, running past his team and straight into the wave of drones. Jumping forward, he grabbed two by the head in midair. The Clone landed atop another drone, boot crushing through its chest whilst the other two in his hands had their head slammed and shattered upon the floor.

Wrecker shot back up, grabbing another drone, tearing its arm off and used it as a weapon to smack its owner's head off. He then grabbed the body and flung it at full force at the ceiling, causing several that were there to fall to the ground.

He then made large, stomping strides with his boots crushing the drones' heads that fell to the floor.

Wrecker pulled out his Repeating Blaster, firing at the closest drone to him before pulling him in to be his make-shift shield.

The enhanced trooper sprinted forward, firing at the drones whilst slamming into one after the other. Some piled atop his drone shield whilst others were swatted aside or shoved over to be trampled by the human wrecking ball.

Speaking of which-

"MAKE WAY FOR THE WRECKING BALL!"

He threw his arms apart, scattering the built-up pile of drones, their bodies shattering from either his explosive movement or hitting the walls, ceiling and floor. The trooper didn't stop there, barreling forward again, grabbing a drone by the throat and popping its head off from squeezing it with all his might.

"SCRAP-"

Wrecker slammed a Drone into smithereens

"-METAL!"

From behind, his companions were following after him, taking out any he may have missed or were springing up from behind.

"Proud of him right now." Hunter couldn't help but state approvingly.

"You should be." Steve said with a nod.

"Hunter." Tech spoke up. "I believe if we don't keep up, there's not going to be any left for us to dismantle."

"Oh?" Hunter shot a quick look at his "tech" expert. "Feeling like participating today, Tech?"

His response came in the form of several thermal detonators that turned out to be electrical grenades that overloaded and destroyed a dozen drones. "Like you would not believe, sir."

Crosshairs opted not to contribute to the conversation, instead firing at everything he saw that wasn't alive.

This was clearly different by any other mission he and the others have been in. They have fought for survival in the past and fulfilled their designated missions.

This time, it was more than that. A means of preventing this perversion upon their bodies like so many others.

-Scene Cut-

Down in one of the lower levels of the Citadel, Quinlan Vos and Delta Squad were tearing their way through a horde of Ultron drones that were coming at them from all sides.

The Kiffar Jedi was a whirlwind of green, spinning about in elaborate flips and corkscrews in order to cut through as many drones as he can with every swing of his lightsaber.

Boss and Fixer were utilizing new fighting techniques that the Avengers had introduced to the Clone Army.

Specifically, it was a combination of Judo, Muay Thai and Krav Maga in order to counter forth the multitude of drones that kept coming their way.

Sev operated in between them all, utilizing his sniper rifle to pick off any of these metallic bastards that tried to get at them from afar or their blind spots.

Some tried to come after him though they were dealt with quickly either by Vos or his brothers covering for him.

Scorch threw caution into the wind, firing at anything that wasn't his four brothers, using explosives every now and then.

Normally he would be reprimanded for such reckless behavior but the intention of the mission from the beginning was clear.

Bring this place down.

He was just helping speed up the process and the rest of his squad approved.

Switching over to his grenade launcher, he moved forward, firing one after the other to clear the path ahead of them. Quinlan then rushed in and unleashed a powerful Force Push that sent scraps and other drones flying back.

"Keep at it Scorch." Vos encouraged, force pulling a drone in to cut it in half.

All the while, Ant-Man and Wasp had left the confines of the vents and were now taking out every drone they saw, shrinking down to retreat whilst leaving explosives in their wake.

"Are they almost there?" Hope asked, shrinking down to kick a drones head off.

"Almost." Scott answered. "Antonio and his gang should be just about getting there."

"Let's catch up then." Wasp said, firing her stingers before she and Lang resumed their path to get to the prisoners.

As this pandemonium went on, it was all being observed by Admiral Trench and Whiskers.

"Lord Ultron's prediction of them coming here held true." Whiskers stated.

"Heroes can be oh so predictable when given the circumstance." Trench warbled, a sinister series of laughs and clicks.

"But they are destroying a multitude of the base." Whiskers pointed out.

"Bah" The Harch android waved off. "This is merely a testing facility to make sure the conversion works and eventually perfected. It does and now the Avengers know of it."

"And how is that a good thing?"

Trench turned towards the humanoid next to him, clicking with menacing glee.

"It's the message, my dear Whiskers. The message that matters." Trench chuckled darkly. "The age of flesh shall be reaching its end. The age of metal is upon us and the Avengers can do nothing but watch."

Whiskers said nothing, only watching the footage of the Avengers, Jedi and Clones fighting with a rabidness that was causing wanton destruction everywhere they went.

There was a part of him, a small part of him, a voice from deep within that cried for aid which was snuffed out by cold metal.

That part of him was dead and gone.

All that was left was being loyal to Ultron.

To evolution.

To peace.

And these individuals are standing against them.

They will fall.

-Scene Cut-

As all the fighting with the other teams went on, the group composed of the two Jedi and four clones, now five, kept moving towards their objective.

They ran into a number of Drones along the way as well as security measures but they were quick to take them out whenever they appeared.

Flash, Cameron and Lucky in particular fought with added energy, making sure that all the training they had undertaken was put to good use.

"Look at 'em go." Bly boasted, helping Coil stay up with one arm whilst the other held a blaster pistol.

"Careful now, Commander." Aayla teased. "You almost sound proud there."

Barriss, who was fighting alongside the three ARC troopers, cut through a drone before pulling up the map of the prison.

"We're almost there." She said aloud, pointing to a corridor to the left of the group. "Down this hallway and then we make a right, right into the detention center."

"You heard her, men." Aayla said, taking the lead now. "Let's move."

Finishing off the drones surrounding them, Bly opted to heft Coil over his shoulders.

Muttering out a quick apology to the clone, he joined the rest in a sprint down the corridor that Barriss directed them in to get to their captured comrades.

They rounded the corner to find Drones all pointing their arm cannons right at them.

Before they could respond to them, the bots began jolting and jerking about, being struck by unseen forces before Wasp grew to full size in front of them. She was in midair, punting a drone's head off with her heel.

A second later, Ant-Man appeared, judo flipping a drone right onto its head.

"Nice timing you two." Aayla said in relief, deactivating her saber.

"Was a helluva hassle getting here." Scott said, helmet retracting whilst he patted off some soot that got on him.

"Cap and Vos' teams are taking the brunt of Ultron's forces." Hope informed the group. "But that doesn't mean we're in the clear."

"We'll need to move fast then." Bly declared.

Scott simply nodded and when he turned to the multitude of cell doors, each and every one of them opened.

The eight of them all split up, rushing into each cell to see who was inside.

The first few had a number of Clone troopers, who all brightened up and cheered at their rescue. Hope and Scott were quick to bring out shrunken weapons they carried with them and distributed them to the troops.

They soon began to have them stand guard in the hallway as more troops were found. Among the cells were other individuals, normal people with even children being involved.

"What in Kriff's name is that mad clanker want with kids?" Cameron asked in shock, helping a Togruta girl get out of the cell she was being held in.

"I don't wanna know, honestly." Flash remarked, a creeping dread shivering down his spine. "All I know is we need to get all of them out of here."

Hope and Scott saw several of the kids, gaping in horror to realize that even they had been taken in by Ultron.

Some appeared to be alone given how they didn't even have any parents. A majority for that matter didn't have a parent to be with. Only four or five of them.

"Men." Hope quickly spoke up, looking towards several liberated Clones. "I know this is a lot to ask but form a defensive circle around the kids. Keep them safe while we figure out where to go next."

"Yes Ma'am." The Clones said without hesitation, going over to form a protective huddle around the kids.

"Jesus, kids are here?" Scott whispered in horror, running a hand through his hair.

"We'll get them out." The former criminal turned to see Barriss giving him a firm look, one he matched a moment later.

"Yeah, we're gonna get them outta here."

One by one, the cells holding its prisoners had been cleared out.

Some were empty though the rest had been filled.

But in the midst of it all, they had yet to find Master Even Piell.

It was then that the Twi'lek Jedi recalled she had help in the form of two AI that was with them.

"Tap, Karen."

"Yes Comrade/Yeah, Aayla?" Came the response of both AI's.

"Can you locate where Master Piell is being kept?"

"Right away." Tap responded.

It only took a matter of seconds before Karen responded this time.

"He's at the end of the next corridor." The female AI revealed.

Aayla's head whipped around in said direction and saw Barriss coming out of another cell with several clones.

"Barriss." Secura called out to the Padawan, gaining her attention. "Master Piell is at the end of the corridor-"

"To her right." Tap quickly added in.

"To your right." Aayla stated. "He's the last door at the end of that hallway."

Barriss simply nodded at the Jedi Knight, passing off the rescued clones to others who rushed in, checking them over for any injuries while Hope and Scott's arsenal got handed out to them.

Whilst Offee went to liberate the Lannik Jedi, Aayla moved onto the next cell with its prisoners.

But upon entry of the prison room, the Twi'lek Knight found only one man inside the entire cell and he looked as though he had barely pulled himself out from death's door.

It took her a moment to scrutinize the man but Secura was quick to recognize one of the newly promoted officers of the Republic.

"Admiral Tarkin." Aayla whispered, seeing the state of the man.

He blearily looked at her, an expression barely withholding the pain he was undoubtedly feeling at this time.

"Your timing is sadly lacking on your arrival." He lethargically said, his tone laced with pain and resignation.

Tarkin's left arm had been completely replaced with a robotic one and a part of his chest and his entire shoulder had metal digging into his skin. She would've been concerned with what they saw on the rest of his naked upper body with the scars, but they appeared rather old and faded. There were several fresh new ones coupled with a missing right eye and several, metallic-looking veins visible on both legs.

"What-"

"He did much to me, General Secura." Tarkin quietly said. "Much that would've broken and killed a weaker man."

There was a momentary intake of a sharp breath, a raspiness in how Wilhuff inhaled the air, shuddering in pain.

"But… even a strong man has his limits." He admitted, looking down at his new arm.

Aayla walked over to his, gently placing her hands on his still human shoulder and back.

"Can you stand?" She softly asked.

"I will have no choice but to do so if I am to survive." Tarkin stated with some amount of gusto in his voice.

"Don't strain yourself." Aayla murmured, helping him to his feet.

The pain was evident as there was still the matter of what had happened to his legs. Secura saw how they seized up, almost pulsating and the man had his teeth clenched tightly together, an immediate sweat developing on his forehead.

"Admiral."

"Sympathy and compassion shall do you no good here, General." Tarkin quickly criticized. "If I am to be left behind then so be it."

Aayla frowned upon hearing that and took his arm as tenderly and softly as she could, placing it over her shoulders.

"Be that as it may be, Admiral Tarkin, I am still a Jedi. And as a Jedi, it is my duty to see to safety be it on my power or your own. Now come on, we're getting you out of here."

Tarkin stared at her with a raised brow, going along either way as he was assisted out of his cell. Walking out into the corridor where all the other prisoners were being held, he saw many Clones and even ordinary individuals being attended to and armed with many troopers sharing looks that conveyed one emotion.

The want for revenge.

Something he wholeheartedly agreed with.

"Easy, Admiral." Aayla's gentle voice broke him out of his thoughts as he was passed off to a set of Clones with medical expertise. "Just hold tight while we get everyone else out."

"And where exactly will you be able to take all of these prisoners, General Secura?" Tarkin couldn't help but question.

"Let us worry about that." Scott Lang spoke up, walking past the pair to help another pair of children that had also been brought in.

"Avengers?" Piell quietly said. "I take it there are others."

In response to his comment, the entire Citadel abruptly shook, quite violently which made all activity in the corridor halt momentarily.

"Sounds like they're tearing things up." Flash commented, the Citadel shaking once more.

"If they're going that wild, all the more reason for us to get the hell out of here." Commander Bly stated. "Come on people, let's keep moving."

"Where exactly would we take everyone?" One of the newly liberated clones asked. "There must be at least a few dozen prisoners. Maybe more."

"We'll handle that too," Hope assured, running by other troopers, grabbing a Rodian kid who nursed a broken arm.

She carried him over to the other children that had been taken in, several Clones and other civilians around them.

"Children." Cameron whispered, shaking his head, a pit of rage welling up within his gut. "Bastard clanker."

"You seem pissed about all this, Cam." Lucky noted. "More so than us and believe me, we're plenty angry ourselves."

Rather than answering, the newly minted ARC trooper checked around the hallway and noticed a small but very prominent detail that they had not noticed.

"Uh… not to jinx us or anything but where are the security measures in this hallway?" He asked aloud.

Flash blinked beneath his helmet and began looking at the walls and corners of the corridor. He blinked again at the sight of sparking, ruined video surveillance and several turrets that suffered the same fate.

"Wait, what?" The Clone said in surprise. "How'd that happen?"

"Little guys are a lot more resourceful than I gave 'em credit." Commander Bly spoke up, thumbing to a security turret in the wall behind him.

Cameron and Flash looked at the turrets when they noticed small dots moving around it.

Both had the reflexive desire to take off their helmets to rub their eyes but they opted to squint instead. Zeroing in on the small dots moving around.

"Hey." Cameron said in recognition. "Aren't those-"

"Scott and Hope's little army have been watching our backs this whole time." Bly remarked, a grin beneath his helmet, holding out a hand to hold up an ant standing atop his finger.

"Incredible." Flash praised.

"It is." Bly gestured his head. "But let's not waste this chance we've got. How many more cells do we have left?"

Whilst the Clones continued getting the prisoners out from their cells, one Jedi Padawan stood in front of a single door that stood apart from all the others in this hallway.

For one, it was at base level with no staircase leading into it and for another, there was a chrome sheen to it that added to it standing out from the other prison cells nearby.

Seeing it was locked, she sought to use the Force to open it. Try as she did, it wouldn't budge in the slightest despite what groaning she could faintly hear.

As such, she ignited her lightsaber and plunged it into the door. Carving through the doorway was a struggle, but at least she wasn't on a time crunch to overly strain herself.

Eventually her task was complete with her making a hole large enough for her to cross through.

The place was empty for the most part, a circular room with a single table in the center.

A table with only one occupant on it.

"Master Piell." Barriss' voice was cracked slightly but she was quick to rush over to the Council member strewn out on the table.

After a quick check over, she let out a ragged sigh of relief upon seeing that there were no injuries or modifications of any kind.

The Jedi Master let out a pained grunt, head shifting about when his one eye slowly pried open.

"Padawan Offee?" He said, voice raspy and strained. "You're here?"

"Not just me, Master Piell." She softly said, helping him sit up. "The Avengers and Masters Secura and Vos are here with our troops. We're getting you out of here."

Piell exhaled in relief before fixing her with a concerned look. "Where are my men?"

"Safe, we're getting them out right now."

He grunted, smirking slightly, gladdened to hear his men we're alive and well. "And the others?"

"There are others who aren't our troops but we'll get them out as-"

Piell shook his head, holding up a hand to cut her off.

"No, no, Padawan. Where are the other Jedi?" He asked in deadly seriousness.

This caused her to freeze before stuttering out a response. "J-Jedi?"

Even's face scrunched up, narrowing his one eye as he looked around. "Yes. There are other Jedi here, young one. They were likely brought here before my capture. I sensed their presence here. And their pain."

Barriss' expression fell, paling slightly.

There were more held prisoner here?

And then she felt it again. That disturbance, the foreboding feeling in the Force.

Even held a solemn expression now, a sympathetic glaze in his eye.

"You can feel it too, can't you?" He quietly said.

"D-Do you know where they're being held?" She stammered.

"Down the corridor." The Jedi Master said, pointed to a particular direction. "Their presence… it is there."

"Have you-"

"Go Padawan." Even grunted, jumping off the table. "I must check in with my men. I shall join you shortly."

He hobbled out of the room towards the sound coming from the hallway where all the prisoners were being liberated from, leaving the Padawan to herself. She slowly turned her head in the direction that the Jedi Master pointed her to, a narrow hallway that led to another door.

Her breathing became ragged, the door at the end of the hall appearing to become further away the more she looked at it.

An iron lump was felt in her stomach, her heart slowly pounding against her chest, a cold sweat running down her brow.

The feeling in the Force, that overwhelming ominous dread that had been plaguing her multiplied exponentially. Despite all that, Barriss found herself moving forward, cautiously so.

It was a strange and terrifying experience for her. Everything around her became all muffled with the background noise of the others from afar being drowned out.

Her perspective was focused solely on the door in front of her, the Padawan not even realizing she reached it.

Barriss raised a shaky hand and without any semblance of awareness, opened the door through the Force.

She stepped inside a darkened room, with her being unable to see nothing.

That was until the room became illuminated with light, momentarily blinding the Padawan as her eyesight adjusted to the brightness.

Once here she got used to the light in the room, the young Jedi was met with the sight of what could only be described as a nightmare.

It only took her a moment to realize she was looking at not one or two but six familiar faces that she recognized straight away.

She couldn't even utter their names from her lips as she was in too great a state of shock upon seeing what they had become.

Barriss' face had paled considerably, a look of absolute horror etched onto her face as she couldn't fully comprehend what she was looking at. A hand went up to her mouth, trying to hold back her hyperventilation. Her breathing became erratic and her vision was bent.

They were all people she once knew, people she fought alongside not too long ago. She remembered seeing some fall while others lived.

Then, without prompt, she found herself dry heaving a few times before vomiting onto the floor, collapsing to her knees in the process.

The Mirialan Padawan hacked and coughed, tears freely falling from her face as the overwhelming feeling of death came over the girl. She froze up several times, her body jolting about.

She looked back up at the bodies of those she recognized, fresh tears falling once more.

Aubrie Wyn, Tae Diath, Elora Sund, Windo Nend, Zule Xiss, and Vaabesh.

All fellow Padawans she had fought alongside back on Jabiim.

Some had perished like Nend, Sund and Xiss but she was sure of the rest having survived and escaped the planet.

The only other members missing from what was dubbed the Padawan Pack was herself, Ahsoka, Mak Lotor and Kass Tod.

Ahsoka, thank the Force, was not here right now. She was with her Master, Obi-Wan, T'challa, Vision and most of all, Peter.

She's certain that nothing will happen so long as Ahsoka was with them,

Mas and Kass were back at the temple since she saw them only several days before this mission.

But all this…

How were they all here?

It's not as if they were…

A horrifying revelation soon dawned on the Mirialan as her eyes drifted over the Padawans that perished during the battle of Jabiim.

Thinking back to the objective of her mission, it was to save Master Piell from Ultron's abduction.

So if he was taken then that meant that Ultron must have taken their bodies when the Republic and Separatists fled!

But when did he get the others?

How has the Order not reported these kidnappings?

What in the galaxy has this happened?

And most of all, why were they here?

She was unable to dwell on these thoughts as she heard a strangled gasp from one of the Padawans and Barriss immediately rushed over to the one who had just awakened.

"A-Aubrie." She sputtered out, wiping her tears away despite them being replaced a second later.

The human Padawan didn't open her eyes at first, giving Barriss a chance to check over her body.

She was stripped bare for the most part with her private parts being covered.

There were multiple tubes injected into her body with a silvery sludge of some kind being pumped into her veins.

Barriss wanted to rip them out but she wasn't a fool. Disturbed and wrought as she might be right now, anything drastic like pulling these tubes out can prove to be dangerous, even fatal if she's not careful.

All Barriss can do now was reach out and-

Wyn's eyes then snapped open, the girl letting out a cry of pain as Barriss pulled out one of the tubes.

"Aubrie." She quickly said, trying to keep her from moving. "Aubrie, it's me! It's Barriss. Please, you must lay still!"

The Padawan on the table writhed about with Offee trying her best to get her to calm down.

"Aubrie!" Barriss all but shouted now, the jolt of her fellow Padawan. "Listen to my voice, focus on me…"

"B-Barriss?" Aubrie Wyn said weakly, voice coming out in a croak. "Is… is that really you?"

Offee rapidly nodded, her hands hovering over her shoulder as she applied her Force Healing abilities. Delicately, with her one hand applying her healing technique, she removed one of the tubes.

She winced at the hiss of pain Aubrie had but moved onto the next one.

"Yes, it's me, Aubrie." Barriss whispered almost frantically. "J-just lay still and stay c-calm. I'm going to get you out of here."

"What happened?" Her fellow Padawan asked, sucking in an almost painful breath.

A second later, she was twitching slightly, tears peeking out the corners of her eyes.

"I-It… it hurts, Barriss." She whispered, voice trembling. "Everything hurts. Wh-why is it *hic* is it all so painful? Barriss? Barriss, are you there?"

"I'm here, I'm right here, Aubrie." The Mirialan assured, her voice sounding broken. "Just please, let me focus."

"Barriss." With one hand, she managed to reach out to her fellow Padawan and grasped her arm in desperation. "Barriss, please, make the voices stop."

"The… the voices?" She tentatively asked, almost not wanting to.

"They're screaming." Aubrie was now freely crying. "They were dead but he brought them back. He didn't care. Force, he didn't care what he did. They kept dying… over and over again. He kept on killing and remaking them."

The grip she held began to tighten but Barriss paid it no mind, absorbed entirely in the terror and destroyed tone of Aubrie whose head began moving left and right.

"I hear them." Wyn's tears kept streaming down, appearing to increase somehow. "By the Force, I can hear them. Their souls, their wills crying out for someone, anyone, to save them. Barriss, please, make it stop. Please, please, please."

By this point, she was an incoherent blubbering mess as she cried for Offee to save them, save the others. To lay them to rest properly and end the anguish they are experiencing in the Force.

Barriss was shaking, her face wrought with emotion.

This was… the Mirialan couldn't find the words to describe the state Aubrie was in.

Thus, she opted to reach out with the Force to discern Aubrie's current condition.

What she found made her entire body turn cold.

The pain, Barriss was shaking uncontrollably now, the pain. She had never experienced anything like this before.

She hadn't even realized she had stopped utilizing her Force healing, her hands over her mouth as tears now began to freely stream down her cheeks.

"A-Aubrie." Her voice was practically strangling itself as she spoke.

The Padawan saw Wyn shift about in pain, snapping her out of her stupor, realizing she had stopped her healing process. She immediately resumed, trying to see if she could amplify her power.

'Please, please, please, please, heal her faster.' Barriss internally begged the Force to give her the strength that she can to save Aubrie.

Though she wished she didn't do it at this time, Offee's eyes briefly glanced over to the other five bodies in the room that she recognized.

They had all had changes to their bodies, limbs replaced, heads having metal plating similar to that of Ultron's head.

The most horrifying of them all was Vaabesh and Sund. The former had his chest open with several of his organs being replaced with wiring and metallic replicas. Sund was torn in half, multiple metal wires being jammed into her body from below.

Barriss had to look away, focusing on saving Aubrie.

She was almost done, all those tubes were almost out. Only several more left.

"Barriss." Wyn said, her voice barely being registered by the Mirialan. "The others… are they…"

"Don't look at them, Aubrie." Barriss quietly said, adjusting her standing to make sure Wyn didn't have a chance to look in the direction of the dead and deformed Padawans. "J-Just focus on me."

"B-But-"

"Please." She now begged, crying silently through clenched teeth. "Just look at m-me. Please Aubrie."

"Barriss."

"Oh come now." Said a malevolent, metallic voice. "Why not give her a chance to look at her new and improved friends."

Barriss slowly turned around and was met with a sight that one would see in a nightmare.

Seated or standing upright were the Jabiim padawans, cybernetic eyes and exposed cores glowing red.

"Come on, Barriss." Ultron's sickeningly sweet voice came from Tae Diath, the only human part of his head being his left eyes and cranium. "Aubrie should at least have a good look at what she's gonna become."

"Yeah~ Don't deny her the chance to see what evolution has in store for her." Vaabesh now spoke, his voice being mixed with that of Ultron's.

Aubrie looked on in absolute horror now and was seeking to cling for Barriss for absolute safety.

Offee however began breathing heavily when her face morphed into that of unadulterated fury.

"Oh~~~" The body of Zule Xiss now spoke, a sadistic smile plastered on her face, her right eye replaced with an Ultron drone helm, glowing red. "Is that anger I see? Aren't you Jedi supposed to be all about Zen, peace and love and all that fake bullshit?"

Barriss was ready to lunge at the AI but several things held her back.

Much as they were dead by this point, those were still the faces of her fellow Padawans. Jedi comrades she had fought alongside with at Jabiim.

And even though their bodies had been mutilated, she did not wish to cause any more damage to them. The Mirialan wanted to recover their bodies and give them proper Jedi burials.

On top of that, Aubrie was in no condition to be fighting.

She needed to get her out of here first and foremost.

But it seemed that Ultron was going to make that decision for her as the bodies of Diath, Zule and Windo began to move.

They all stood up with glowing red eyes directed at the Padawan who stood defensively in front of Aubrie who cowered behind her. Barriss had ignited her saber, holding it up as the bodies of her fallen Padawan brethren stepped forward.

"Now then." All five said at once. "Shall we begin?"

AN

And we're back people. Been a while, hasn't it?

We had originally intended to get this out sooner but there were other stories that we wanted to work on, on top of dealing with our personal matters in real life so it had been keeping us from this story.

That and this was a more original based chapters despite it being modeled after the Citadel Arc. We just knew we had to make it different.

Now then, let's discuss a few things that I believe are important.

The MCU and Star Wars as a whole.

It shouldn't be hard to deduce that we are fans of these franchises. The last ten years have been great for both, mostly for the MCU, and we've enjoyed what has come out.

That was until recently. Now I'm not stating that these shows and movies are BAD in any sense, no far from it.

It's just that they've been subpar and mediocre at best.

And from two franchises that have given us some amazing content like the Clone Wars to the Infinity Saga, there's nothing more painful than seeing something that is known to produce quality to put out mediocrity.

The Kenobi show, for starters.

Oh my god, did they drop the ball on that show. How can they fuck that show up so badly? Like… seriously, there are too many problems to list. I can go on a full rant about how disappointing that show was, can make that a chapter honestly.

Then we got the MCU shows that are not really doing all that they can. The six episode formula isn't working and I don't… well I do know what's going on behind the scenes and that's the new head of Disney not allowing Feige to do his thing. They are creatively strangling the main man behind their success and it's showing across the field.

Phase 4 has more misses than hits.

Thus far, of all the content I have seen that has been universally loved, that's been Shang Chi and No Way Home.

Eternals was boring with only the Celestial bits being the best parts of the movie.

Multiverse of Madness, for me and the guys were great but the flaws were clear and present. Same story as Love and Thunder.

You had Christian fucking Bale playing one of the best Thor villains of all time and you barely gave him enough screen time. Every time he was on, the movie became instantly better but no, due to the new head honcho behind Disney, a movie that undoubtedly needed more film time was forced to be below two hours. Like… what the fuck, Disney?

And then there's the shows. The MCU needs the Netflix format, not this six episode jog that becomes a sprint in the last two episodes. We need more TIME and if the success of the Netflix heroes should indicate, we're willing to give the time for it.

Honestly, I think if I keep going, this chapter is gonna be half AN.

I have more to say but I'm gonna be a bigger man and just drop it… for now.

Other than that, thank you guys for being so patient and the impatient one's…. Guys… chill.

Check out my DeviantArt account, great new art pieces there and my other stories if you would for more content as well as Jebests cause his stuff is top tier and needs more love and we'll see you all next time.

Rate Read and Review and as Always Have Nice Day.