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.

105. The Fall Of Kamino

Dark52ShadowKing, special shoutout to you, thank you for your late top ten, that's always awesome to see.

And if you guys haven't read the title, well, you're in for a bad time.

Rate Read and Review and as Always Have Nice Day.

Avengers Infinite Wars Chapter 105: The Fall of Kamino

"Don't worry brothers, you'll get it next time."

"That's what ya said before, 99."

"And I'll say it again and again cuz I know you guys will pass."

The hunchback clone gave the batch of five clones a look of encouragement, moving to pat the clone that was in charge of it.

"Just adjust, reevaluate, and start over. You'll get it Mover."

"Mover" shifted about where he stood but gave 99 an appreciative look all the same. He and his batch turned to leave whilst the deformed clone went about cleaning up the locker room he was in, putting equipment in lockers and placing weapons into a cart that he would use to wheel to the barracks.

Once that was all said and done, 99 went about conducting his other tasks and chores in the Kaminoan capital city of Tipoca.

This was not only the capital of the planet but also served as the main production base of the clone army of the Republic. The other cities of Kamino also served as cloning facilities but it was Tipoca that produced the most. Millions of clones were grown and trained here, millions more in tanks with them well into their growth.

At this time, there were upwards of 1.7 billion clones on deployment with millions more on the way. Last 99 checked, there were around 500 to 700 million clones on Kamino at this time with a hundred million set to be deployed in the coming weeks.

Who knew which amongst them would be combat-ready?

That's for the drill instructors and Jedi Master Shaak Ti to decide.

And desperation.

A lot of desperation as of late. The escalation of the war made it so.

There will be bound to be errors of who will be sent out for deployment at this stage of the game.

But 99 had faith in them. He knew his brothers would do their duty to the Republic, the galaxy and to each other. Besides, these new training regimes and fighting styles that they had received, generously donated to them by the Avengers, were whipping Clones new and old into greater shape than they ever were. The hybrid style in combining the many combat styles from the homeworld of these heroes with the many techniques of this galaxy was creating some unique units and fighters in the GAR.

It was very fascinating for the disabled clone. Something he viewed often when he got the chance.

"99!"

The elderly-looking clone released a small "oof" that turned into a chuckle, already recognizing both the tackling hug and voice of the one who ran up to him.

"What's got you all excited, Omega?"

"My lessons are done." The young girl happily said. "Taun We told me I have the day to myself so I went to find my favorite brother."

It warmed 99's heart to hear that, patting her head and gesturing her to follow.

"Well come on then." He said. "Have a lot to do but my stops include General Shaak Ti and the Batch. They'll be happy to see you."

Giving an enthusiastic nod, she walked beside her brother as they went on with his errands for the day.

In the typical list of duties 99 was tasked to do, in order to keep himself busy, was quite a lot for the disabled clone. But he was able to manage it all, even without assistance on most days. However this time, he had Omega with him.

Supply runs were rather common. He going to various stations to deliver various equipment to the Kaminoan staff or other trainers. Along the way, he squeezes in to chat with a number of clones to see how their day was, let alone week if given the chance. It helps brighten their day, in a manner, of having someone to talk to with someone with a great amount of experience; despite not going through the training.

99 was their longest surviving and eldest clone brother. He looks out for them. They appreciated it, even if it takes a while for them to realize this.

Eventually, the pair reached the quarters of the Bad Batch and 99 couldn't help but chuckle at the spray-painted door of the specialized clone unit. They never did things in half measures when sticking out from the rest of the boys.

Omega didn't wait for him, already running to the door, knocking at it rapidly and not a moment too soon, the largest clone in the GAR stepped out with a large grin.

"Wrecker!" Omega happily said, jumping up to hug him with the altered clone laughing as he hugged her back.

"Omega." He cheerfully said. "What are you doing here?"

"She's been helpin' me." 99 said aloud, walking over to them. "Hey Wrecker."

The large clone wasted no time in grabbing the shorted 99 into a bear hug, not that he complained before they all walked into the Bad Batch's room.

"99." Hunter, the leader of the group, greeted straight away with a fond smile. "Good day, I hope."

"The usual." 99 said with a pleasant smile, looking around the room, looking for the other.

The leader of the squad nods as he glances over to Wrecker happily conversing with Omega. The heavy hitter of the team recounts their recent mission in vivid, yet exaggerated detail. Omega was completely enraptured, already holding the plush tooka doll Lula the pair shared.

"Where's Crosshair and Tech?" Asked 99 once noticing their vacant spots in their quarters.

"Requisitions office. Crosshairs needed some new equipment after one of the Ultron drones destroyed his favorite rifle." Hunter said the name of the AI with a tinge of anger. "Tech tagged along to help with some insight before they work on the gear back here."

99 was silent for a few seconds, feeling a bit uncomfortable as to what he was about to ask.

"I… heard some rumors going around." The hunchback Clone spoke softly. "About what Ultron has been doing to our brothers. What you all saw at that Citadel place."

Hunter shifted his eyes over to Omega, seeing and Wrecker eating their favorite snack that the big clone always manages to procure after every mission.

"They're true. They are gruesome as you've heard." Hunter mutters low enough to not disturb the others. "Don't know how Crosshair and Tech fair, though they did look rattled. Wrecker, however, took it the worst from what I've seen since."

"And our brothers?" 99 quietly said.

"I wish we killed them all rather than leaving them like that." Hunter darkly said. "What Ultron put them through… I wouldn't even wish it on the Seppies."

"Kriff me." The deformed clone murmured, running a hand over his bald head. "I can't even imagine it."

The leader of the Bad Batch released a haggard sigh, leaning back in the chair he occupied, and closing his eyes.

"I'm not gonna get that place out of my mind no matter how hard I try." The face painted Clone muttered.

He opened one eye when he felt a hand on his shoulder and saw 99 giving him a sympathetic look.

"If you ever need anything-"

"Don't worry about it, brother." Hunter interrupted. "You do more than you realize."

"Sometimes I don't know if it's enough." The wrinkled clone said in a downtrodden tone.

"Sometimes you forget you've done more than enough and then some in spades."

99 lets out a chuckle. "Hopefully this ceasefire will have the war finally end. Maybe no more of us will perish against the Separatists."

"Quite the dream to have. After they and Ultron are taken care of, maybe no more brothers need to die."

"It's something to at least look forward to in these dark times."

"Couldn't agree with you more."

Eventually, 99 and Omega left the Bad Batch quarters to resume their runs for the day. They helped in escorting cadets around while stocking up in several barracks for equipment and weapons until they reached the personal room of Jedi Master Shaak Ti.

In the hand of 99 was a cup of freshly made, steaming hot cup of Alderaan tea.

Opening the door, they saw the Togruta master seated behind a desk.

"Master Ti." Omega said, running around the desk to give the Jedi a surprise hug, one that the older woman returned.

"If it isn't my favorite pair on Kamino." The Jedi Council member kindly said. "What can I do for you today?"

"Just the usual, General." 99 pleasantly said, placing the cup of tea on her desk. "Here you go."

"99, how many times must I tell you that this is unnecessary." The Togruta Jedi kindly said, gesturing to the cup. "You know you don't have to do this."

"Consider it my small way of alleviating your workload, General."

The Togruta smiled at this. "Thank you, 99."

Presently, the Jedi Council member was going through a number of data cards. Most were of present reports of the facilities. Others were copies of the recently discovered treasure troves of knowledge acquired not so long ago. She considered the latter bunch a vacation to her assigned task here at the cloning facilities.

Even then, such readings were quite straining on the mind. It made things a bit more difficult for her to work on top of her training her new padawan.

And speaking of which.

The doors behind 99 opened and in walked a young Zabrak girl, no older than fifteen or sixteen. In her hand was a datapad.

"Commander Brood." The hunchback clone regards.

"Oh, hey 99." The Zabrak padawan said briefly with a small smile before turning back to her mentor. "I got what you asked for, Master."

"Thank you, Marris." Shaak Ti said with a pleased expression.

"Heya Maris." Omega said aloud. "Where'd ya come from?"

"Would you like to be more specific? I could give you many responses to that. I could've come from my homeworld. I could've come from Coruscant. I could've just walked from-"

Omega puffed her cheeks out. "I happen to know every place here on Tipoca. And I know Master Ti wouldn't let you leave Kamino without her."

Maris looked at her master, who gave her a brief nod.

"A place many of us took a leave of absence to attend." Said Padawan Brood. "Was quite spectacular on the experience."

The younger girl only flicked her tongue at the Zabrak Jedi with Maris returning the favor until Shaak Ti spoke up.

"Maris," She gave her student a pointed look. "That's unbecoming of a Jedi to rub in their experiences to one such as Omega."

Her Padawan adopted a more sheepish look, bowing slightly at her Master.

"Apologies, Master." Brood earnestly said. "Omega just makes it easy."

"What?!" Omega squeaked out. "I do not!"

"You kinda do." 99 said with a small chuckle.

Omega sent him a look of betrayal, scrunching her face up into a huff, turning away from them all.

Shaak Ti smiled at the interaction when she saw 99 turning to her.

"What can I do for ya, General?" The Clone asked. "Everything I needed to do today has been completed so I'm just making the rounds here, seeing where I'm needed."

"You've done enough for today, 99. You may do whatever you see fit for your duties."

"Come on, Master Ti." Maris said with a knowing look. "You know 99 won't leave you alone until otherwise."

The Togruta Jedi was silent for a few moments, looking at the Clone and then at her datapad. She released a small hum before speaking up again.

"Very well, 99. If you would, could you check on communications with the other cities of Kamino? I believe several other cities have yet to bring in their reports apart from those my Padawan had already brought with me."

99 perked up, smiling at the Jedi Master before bidding her goodbye temporarily, Omega rushing to join his side as the pair departed from the room.

"That'll take him most of the day, master." Said Maris, her eyes focused on their absence.

"And not one that is too difficult." Shaak Ti remarked. "I'd rather he not push himself more so than he already does."

"But won't he just find a way to do something regardless?"

The Jedi Master had a fond smile on her face, thinking about all 99 does for her and the other clones.

"Unfortunately."

-Scene Cut-

"Why do this? Why now?"

"This is quite troubling."

"You said it, Tech. I got a bad feeling about this."

"Boys?"

The Bad Batch turned to see 99 and Omega walking toward them.

"Is everything alright?" The young girl asked, seeing the looks on the faces of the squad.

They appeared hesitant to answer until Crosshairs crossed his arms with his eyes narrowing as if angered and regretful of what he was about to say.

"Ultron is attacking." The Marksman revealed.

"Again?" Omega nervously said, subconsciously stepping closer to 99.

"Any mention as to where?" Asks 99, a troubled expression for all to see.

"Many systems simultaneously. It is a cross-galaxy assault but the major planets being attacked are Raxus Secundus, Mandalore and Naboo." Tech stated. "Each one can be considered great significance. Raxus Secundus is the capital of the Separatist alliance, Mandalore holds value in being the capital of the Mandalorian people as well as a stronghold in the Outer Rim and Naboo is the homeworld of Chancellor Palpatine and Senator Amidala. These are no random targets."

"That is worrisome." Muttered the deformed clone.

"Have you been assigned yet to go to either of them?" Asks a nervous Omega.

"Unfortunately, no. We're on standby in case worse comes to shove." Hunter answered. "Almost the entire city is on lockdown."

"Until then, we're just sitting on our keesters." Grumbled Wrecker.

99 felt a gut feeling that was leaving him troubled. He didn't know why but…

He shook his head and looked up to address the Bad Batch. This wasn't the time for second-guessing himself.

"Boys, think you have time to help me out with something?"

They all looked at each other before turning back to the Clone whom they named themselves after.

"What do you need, 99?" Hunter asked.

"It's important." 99 vaguely said. "Follow me."

The Bad Batch wordlessly went after the hunchback clone, rounding a corner to a control panel that 99 began to utilize.

He typed in several commands before speaking into a comm on the side.

"Fallback alpha." He said and there was a beep of recognition followed by a whirring sound being heard around them.

"What… what was that just now?" Tech asked in intrigued confusion.

"What even is all this supposed to be, 99?" Hunter finally asked.

"Contingencies." The hunched clone revealed.

"Contingencies for what?" Wrecker inquired in a puzzled manner.

"A long list of plans." 99 answered. "Something that the Kaminoans began implementing and upgrading after the Separatists first attacked here but thanks to the Avengers, we have way more tricks up our sleeves."

"The Avengers?" Hunter curiously said. "What do they have to do with this?"

"They've been working on this on the side, or rather, Tap and Karen have." 99 elaborated, patting the walls of the corridor they stood in. "Turns out, the cities of Kamino can actually detach parts of themselves and go underwater and act as ships in case they ever needed to evacuate the planet."

"I never knew the cities could do that." Tech said aloud, rubbing his chin in thought and interest, now looking all around the hallway they stood in.

"It's something they've only recently been doing." 99 said. "These cities were built for multiple purposes, be they for aquatic travel or interstellar."

"How do you know all this, 99?" Hunter asked in slight bemusement at the knowledge their brother possesses.

"Well, I have to keep myself occupied here whenever I can't help out our brothers." The hunchback casually said.

"I've been helping too." Omega chipped in, making 99 laugh and pat her hair.

"That you have, sister." He affectionately said before turning back to the Bad Batch. "So right now, we need to head to several locations in Tipoca, input the command codes so that every contingency is in place."

"Right then." Hunter declared. "Care to show us where."

"Are we really doing this?" Grumbles Crosshair.

"What would you rather be doing?" Wrecker asked.

"Getting our equipment ready. We could be getting deployed at any moment."

"When 99 asks for a favor, I'd rather see it through." Tech remarked.

Crosshairs didn't really have it in him to rebuke such a statement. As aloof and introverted as he is, even he can't deny that idea. 99 was just… someone who understood him better than most.

The deformed clone quickly gave the squad the location of a dozen or so control panels scattered across Tipoca, giving them the command sequences for each terminal and any additional instructions depending on where they were.

Who knows how long this present task will take?

-Scene Cut-

At the command center, Shaak Ti was overlooking more progress reports.

The tedious task of hers would perhaps last all day at this rate. Thankfully, she wasn't alone in this matter.

And speaking of the help.

"Master," Spoke up the slightly confused voice of her Padawan.

"Yes, Maris?" Shaak Ti absentmindedly said, not looking up from her work.

"One of the other cities of Kamino, Timra… they're not responding to any comm chatter."

Shaak Ti frowned at hearing this, turning to her student.

"Have you tried hailing them?"

Maris nodded, typing in a few commands to the terminal she sat at.

"Yes, I sent frequent hails but no one is responding. I've even sent out a message to other cities if they've gotten…" Brood froze, making her master narrow her eyes.

"Maris?"

The Zabrak Padawan's expression morphed into a more tense and nervous one.

"It's… It's Derem." The younger Jedi said. "They… they're not responding either now."

This became rather troubling as this kept piling on. On top of all that, Shaak Ti began to feel a reverberation in the Force. She was informed about the ongoing battle right now in other systems across the galaxy, Ultron having launched yet another attack. The entire planet has been placed on standby and was awaiting more news of the situation but… all they've gotten were scant reports.

Fleets were mobilized, yes but that was what they had heard last.

And it's been an hour already.

Regardless, the seasoned Jedi Council member knew that getting worried and having erratic thoughts would be a danger in this situation. Right now, they needed to be ready for any-

*BWAAA* *BWAAA* *BWAAA*

In an instant, the entire command center went into a panic, many clones and the Kaminoans were present all standing from where they were in the command center.

Alarms began blaring across all of Tipoca city, alerting everyone here with Clones all beginning to rush to their battle stations.

"General!" A clone lieutenant shouted, running right to where she sat. "We're under attack!"

"What?" Shaak Ti sharply said. "By-"

The Togruta didn't finish that sentence as her eyes widened and realization began to set in. She was well aware of the ongoing battle between the allied forces of the Republic, Separatists, Mandalorians, and Avengers taking on Ultron. It was a gargantuan assault on three major systems for political, moral and a litany of other reasons.

But now, she began to understand what was happening.

"It's Ultron, isn't it?" She said more than asked with the Clone LT grimly nodding. "Karabast."

Such a statement momentarily stunned the LT, having never heard Shaak Ti speak like this but shook it off as he watched her stand to take command.

"All Troopers, battle stations!" She shouted, moving to stand at the front of the room, overlooking a holo-projection of the city of Tipoca and in turn, the rest of the planet.

She was met with a sight that would have terrified most.

There was a fleet of hundreds upon hundreds of ships from all corners of the galaxy, all having been dulled gray in appearance to signify their allegiance to one being.

"Have we sent out our distress beacons?" Shaak Ti said straight away.

"We can't, there's no communication!"

"What?!" Brood said in alarm.

"Our comms are being jammed!"

"Find a way to unjam them immediately! We need to recall as much of our forces as possible!"

Within one of the many halls of Tipoca city, 99, Omega and the Bad Batch stood still as the call was sent out to the city.

Ultron was here attacking the entire planet.

Every clone on hand was preparing for battle and the city already began to shake, explosions being heard outside.

"Ultron's attacking here?" Omega nervously asked, holding 99 tightly in fright.

"That kriffing bastard." Wrecker snarled, feeling a boiling rage well up within him at the mere thought of the AI.

"What do we do?" Panicked the female clone.

"We do what we've been trained to do." Hunter declared. "But first, we need our gear."

"We have a problem." Tech spoke up, making the group halt in their tracks before they could even get going.

"What is it?" Hunter asked.

The gadget and gizmo-talented clone held up his personal datapad, expression rather dire for his normally stoic self.

"Our communication to the rest of the galaxy is being jammed." Tech stated grimly. "Distress calls that are being sent out are being completely blocked. Ultron has created a barricade around the planet."

"How is that possible?" Hunter had a deep frown on his face "A city is one thing, but-"

"This is Ultron we're talking about." Tech interrupted his leader. "The Avengers have made it clear that he is not a droid and not an ordinary artificial being in general. His limits hold no bounds where technology is concerned."

"If we don't get help, we're sitting bantha fodder for this bastard." Crosshairs darkly said.

99 was silent in all this, mind whirring in thought when they all jolted about, another explosion rocks the city.

"Come on boys." Hunter all but shouted.

The Bad Batch turned to run, leaving 99 with Omega, the pair silently holding each other as the sound of battle was heard in the distance.

"What do we do, 99?" Omega asked, clearly frightened by what was happening.

99 put on a brave face, looking down at his sister to give her assurance.

"We do what we need to do is to get help." He promised. "Now let's go, I know there has to be a contingency the Avengers left behind."

Back with Shaak Ti, she and her student along with thousands of clones were rushing to multiple locations to engage with Ultron.

All around them, Ultron drones flew about, firing without mercy at everything and everyone.

But that wasn't the worst of it.

Shaak Ti felt something deeply disturbing in the Force now and it didn't take long to pinpoint just where it was coming from.

Among the drones were uniquely designed individuals.

Individuals that stood apart from the typical drone because they had flesh and on top of that, a Kyber crystal infused into their chests for all to see.

The sight disturbed her greatly. The cyborg monstrosities of Ultron, using live and dead subjects as extensions of his will.

And that wasn't the worst of it.

She and Maris were fighting with all their might against the seemingly endless onslaught of Ultron Drones and sentries when they bore witness to the true horror of these special beings.

They watched as several had managed to grab Clones and rather than kill them, they held their faces, arms, chests, wherever and…

"Master." Maris weakly said, her already pale skin becoming ghostly white upon seeing what the transformed Ultron drones were doing.

Metallic veins seemingly entered the clones that were caught and ear-piercing screams came from them as they began to forcibly transform into Ultron drones.

"By the Force." Shaak Ti whispered in horror.

"M-Master," Her Padawan stammered out again, throwing her hands up to her head, her tonfa-sabers deactivating and falling to the ground. The Zabrak began to openly cry as the Jedi felt as though Force was convulsing from what was happening. "I-I-I-I-"

Maris lurched forward, puking up bile as the sensation became too much for her to bear.

Even Shaak Ti couldn't fight back the horrific wave in the Force, the reaction it gave off to what Ultron was doing was… it was…

How could anyone… this was…

Shaak Ti was failing to properly process this vile reverberation in the Force.

The Jedi Council member has seen many atrocities and evils committed in the galaxy, more so when the war started.

But even this was too much for her, feeling life being twisted and corrupted to such a degree, making the Togruta begin to sweat and her deep red skin turn a tint lighter.

"H-How…" Shaak Ti couldn't find the words to describe what was happening right now.

She had to stop this. She needed to. The Force practically screamed at her to do so.

"Keep your distance, men." Shaak Ti shouted at the Clones, regaining a bit of her stupor. "Maris, compose yourself."

Her Padawan shakily recovered her lightsabers but her expression was still distraught.

"Square formations." The Togruta shouted at all the clones engaged in battle. "Cover your blind spots, keep yourselves centered. Do not engage in close quarters with those that possess Kyber crystals on their bodies."

The clones did as they were told, forming squares with the outer layer having clones on their knees with the ones behind them remaining standing. This was a new type of formation that was recently taught to the GAR, something that Captain America, Falcon and War Machine personally bestowed upon them to learn.

This specialized formation came from Earth, utilized across many wars and battles, the most recent being a set called the Napoleonic Wars. The three Avengers knew their military history and have been bestowing knowledge and tactics to the Clone Army since their arrival here, with the Hollow Square being their latest contribution.

Whilst some would assume this to be a solid defensive formation, some would have criticized the way the clones plonked themselves down and left themselves open for attack. That's where the phalanx formation comes into play.

This formation was three-layered, two being for attack and one for defense with the inner square coming out to create a shield around and above the square, the clones still being able to phase their rifles through the ray shields and still fire upon their enemies.

It proved instrumental at this moment in repelling the Ultron Drones that kept on harrying the Clones. They were still getting pushed back but thanks to the new, innovative tactics that they have been learning from the military members of the Avengers, they were holding out.

But that wouldn't matter if they didn't get help.

Shaak Ti figured the fleet above must still be holding out given the starfighters flying about in the air but they must've been caught completely off guard. She still doesn't know the scope of the attack yet there was a horrible gut feeling that it was worse than she might anticipate. The other cities on Kamino were not responding to their hails.

Force knows what the other cities are going through right now.

She had been so consumed in her thoughts and the battle, she failed to realize a Clone in black, gray and red armor.

"General Shaak Ti." The Clone said over the commotion and the Togruta turned to see it was none other than Tech and 99.

"Tech, 99?" She said to them both. "What's wrong?"

"We got some good news for you, General." 99 said with Tech holding up his personal datapad.

"We broke through Ultron's jamming." Said the technical expert of the Bad Batch. Shaak Ti blinked, actually not believing what she just heard. "We can send a distress call."

This left Shaak Ti momentarily flabbergasted. "How did you-"

"You can thank 99 for that." Tech said, the deformed clone next to him giving her a nod of encouragement.

"The Force is with you, 99." Shaak Ti stated, taking the datapad from Tech.

Now that they had a chance, the Jedi Master barked out an emergency to all channels of the Republic.

"This is Shaak Ti of the Jedi Order, Ultron is attacking Kamino. I repeat; Ultron is attacking Kamino!"

-Scene Cut-

On the planets of Naboo, Mandalore and Raxus, the reactions were all the same.

Horror, shock, anger, terror and all the other negative ways you can describe the situation.

Having had the message broadcasted across almost the entire galaxy, with the help of Tap and Karen boosting their comm power, all three planets had their communications connected for the Avengers and Jedi to converse with each other.

"God dammit!" Falcon snarled out, viciously smashing his right wing into a drone, shattering it upon impact. "Son of a Bitch! This was his plan all along."

"We need to get over there, now." Anakin said, a flurry of blue as he tore Ultron's forces apart.

Over on Raxus, Iron Man was in a state of turmoil, blasting away at everything that was made of metal.

He should have seen this coming.

Bastard distracted him the first time back on Sokovia only this time, he's perfected his craft.

"We have to get over there right now."

"That's the Clones' homeworld, right?" Dr. Strange asked, flying right next to the armored Avenger.

"We need to help them now." Quicksilver said through the comms, demolishing a whole swath of drones. "If he's been there already-"

"He could be converting the Clones or he may already be doing so." Vision said in a grave tone.

"Wait, wait, what about here?" On the planet of Mandalore, that was the question asked by Peter Parker who was web swinging around, Barriss holding onto his back. "Mandalore and the other two planets are still under attack."

"More just came in." Hope grimly added, the three planets being assaulted with a fresh crop of ships coming in out of hyperspace over the three planets under assault.

"We're gonna need to split up our forces." T'Challa declared on Naboo, roundhouse kicking a drone.

"Who do we send?" Scott asked, jumping and punting off mechanical heads left and right. "We still gotta deal with these bastards here."

"And more just keep coming." Obi-Wan remarked, deflecting energy bolts from all sides, expression stoic and firm.

"Don't care who. We just need to send people there now!" Skywalker declared, Force-pushing a number of Sentries that attempted to dogpile Rex.

"Divide up our forces." Aayla ordered, quickly sending out further instructions to her corps, Anakin doing the same followed by every Jedi on the three planets under attack. "We must reinforce Kamino long enough for more aid to come."

"Will that even be possible?" Daredevil asked, swinging his nunchaku around him. "Mandalore, Naboo and Raxus are still under siege."

"If Ultron gets control of Kamino, the Republic will be permanently crippled." Plo Koon said.

Soon enough, hastily chosen teams were made along with a dozen clone garrisons from each legion, corps and battalion on the three planets to follow the Avengers and Jedi heading to Kamino.

"It'll take too long to get over there with a fleet." Steve stated, standing with Natasha, Barton, Anakin, Aayla, Rex, Celeste and Bucky, the selected group to go reinforce Kamino from Naboo.

"What do you suggest?" Clint said.

"Portal our way there." Rogers said, turning to the Jedi Sorceress.

"We'll need a visual of what Kamino looks like, a place at least to get us directly there." Celeste quickly said.

Similar conversations took place on the other worlds with the other teams of the Avengers, Jedi and Clones.

Using their sling rings, Strange opened a portal to Kamino from Raxus Secundus. On Mandalore, Mordo opened the way. From Naboo, it was Celeste who sent the others.

The Mandalore contingent was composed of She-Hulk, Mordo, Shang-Chi, Katy, Obi-Wan, Plo Koon, Cody, and Wolffe.

From Raxus were Iron Man, Thor, Vision, Quicksilver, Windu, and Ponds.

The ones appearing from Naboo were Anakin, Aayla, Cap, Widow, Hawkeye, Celeste, Bucky, Rex, and Bly.

There was some concern for Bucky given that he had been knocked out earlier but the Winter Soldier aptly responded with this.

"I got knocked down, not knocked out."

Much as Steve wanted to dispute his old friend, he didn't have the heart in him to do so. After all, he would have done and said the exact same thing.

As soon as the portals were open, the three separate contingents of teams ran in and were immediately met with a chaotic battle and a burning Tipoca city.

"Out of the frying pan, into the fire." Hawkeye commented, whipping up his arm to shoot an arrow into the head of a drone.

"Move!" Cap shouted and everyone dispersed, engaging in fierce combat against the army of Ultron.

The clones that came with them began firing everything they had at the drones and converted clones.

The Avengers and Jedi didn't need to see the faces of the troopers to know the rage and ferocity the clones currently possessed. Their actions were more than enough proof.

Rex was leading the charge of his brothers, diving headfirst into battle, actually tackling a being with one of the Kyber crystals.

It tried reaching for the Captain's neck only for Rex to swat the arm away, pointing both his pistols at the face of the converted and rapidly shooting the face.

"You know, if Deliah saw that, she'd be very upset." Fives couldn't help but joke next to Rex yet the man didn't respond, simply moving on to his next target in cold, concentrated fury.

Immediately taking to the skies, Thor shot out a lightning bolt from Mjolnir. Connecting with the natural storms of this world, the Asgardian god of Thunder began shooting down many Ultron crafts invading the city.

"Foul machine." Thor's voice thundered across the skies, lightning cracking in the air to add to his intimidating aura. "You shall feel the full wrath of the son of Odin."

Thor unleashed a lightning storm that barraged the Ultron fleet, starfighters popping out of the skies whilst the fleets above were bombarded.

With many of the airborne threats being taken care of at this time, the others took more focus on the city.

However, Tony had to quickly fly about and destroy a number of Ultron sentries at the support structures. Him doing a sweep over to be sure no more were coming their way.

All the while, Obi-Wan contacted his fellow Jedi Council member on the planet.

"Shaak Ti, Shaak Ti." He said over the commotion, blocking multiple energy bolts and blasts sent his way. "This is Obi-Wan Kenobi with Plo and Windu. We came here with some of our armies and the Avengers to reinforce you."

Over on her end, Shaak Ti had discarded her robes, fighting with everything she had. Maris was right by her side along with the Bad Batch leading the charge of the Clones.

They had been holding out as long as they could given the circumstances. Despite being caught off guard, due to the many new training methods the Avengers have integrated into the GAR, the Clones of Tipoca City are holding strong despite losing a third of their forces.

The Togruta Jedi force pushed a dozen drones away when she received the call from Kenobi, answering it immediately.

"Master Obi-Wan," Ti spoke through the comms, relief flooding her being. "You are here. Have you come with reinforcements?"

As soon as she asked, there was a loud crack of thunder, making many heads turn to the skies. Up above, all bore witness to Thor Odinson commanding the storms of the water world, lightning crackling all around him.

The God of Thunder unleashed another full blast of his power above, making sure his lightning transcended the atmosphere of the planet and struck a dozen of the ships Ultron had attacking the planet.

There was a roar of renewed vigor from all the clones upon seeing such an awe-inspiring display, Wrecker actively weeping tears of joy at the sight before they all resumed their defensive assault on the enemy forces.

"Does that answer your question?" Obi-Wan wryly asked, having his own brief moment of stunned amazement at the power he and the other Clones and Jedi bore witness to.

Shaak Ti managed out a small chuckle despite herself, shaking her head to refocus.

"We've been holding for as long as we have but we are still losing ground, Obi-Wan. What of other reinforcements? How did you even get here?"

"Sorcery." Came the answer from Plo Koon.

"Mighty useful in this predicament." Mace Windu admits, a steady set of swings that tore through the ranks of Ultron. "We came with a contingent of our troops with the Avengers but had to leave behind Raxus, Mandalore, and Naboo. Those planets are still under assault."

"Let's not forget the rest of the galaxy." Captain Rogers chimed in, throwing his shield that began bouncing around drones, each one that got struck getting broken apart until the frisbee returned to its owner. "We have no idea on the status of the attack on all fronts. "

"One step at a time." Widow spoke up. "Right now, we need to rendezvous with Shaak Ti and find out the status of the city."

"Captain Rogers, we shall need assistance in guiding our way around here." Mordo stated on behalf of the Avengers who had never been here.

"Why did we get dragged here?" Katy nervously asked, staying close to Shaun and Clint.

"It was a scramble, Katy, we had to make do." Barton answered, casually firing three arrows into the air that formed together to create a net that captured dozens of drones and sent them plummeting to the seas below.

"Yippee." Katy said dryly, firing an arrow at a drone before smacking another when she felt one grab her leg. "Hands off, Buster!"

"Dreary place." She-Hulk commented, throwing a piece of debris at a converted being with a Kyber crystal.

"Just remember your training." Shang-Chi stated, his Rings glowing before he whipped his arms and began shattering the drones that were within his sight.

"Rather hard to recall while here." Says his old friend. "Just fighting for my life."

"We always do that." Bucky calmly said, firing his modified rifle that now shot blaster bolts before his metal arm grabbed the head of an Ultron and crushed it in an instant.

"Just try not to think about it too much." Celeste advised, weaving together a series of spells before unleashing them to clear the area around them of drones.

"You guys have the worst ways to motivate someone, ya know that." Katy complained.

From an undisclosed digital mindscape, two red eyes opened and from the point of view of a briefly possessed drone, he saw them.

And more importantly, those who had beaten him back before.

The only ones missing were… wait… is that?

Did Banner get a sex change and he wasn't aware?

And who were these other individuals with them?

"More Avengers." Ultron snarled. "More to kill."

The AI took a moment to collect the data from the battle and his frown morphed into a sadistic, pleased grin.

Everything was falling into place. They've already lost. They just haven't realized it yet.

His thoughts were broken by the sound of thunder, the drone currently possessed by Ultron looking up at the skies.

Thor was being the annoyance that he was and he saw Vision with him.

The sight of them was enough to send Ultron into a rage that led to his loss the first time. He wasn't going to let them catch him off guard again.

It was high time he even the playing field.

The drone's eyes reverted back to their usual blue, flying back into battle.

Anakin, Aayla, Obi-Wan, Plo, Cap, Iron Man, Widow and Hawkeye were running through the halls, being backed by the ARC troopers of the 501st, 212th and 104th. The commanding officers were told to stay behind and lead the clones against Ultron with the other Jedi and Avengers who stayed behind whilst they linked up with the Togruta Jedi Master and her Padawan.

Making it to the command center, they found Shaak Ti leaning over a console, being supported by an equally exhausted Maris Brood. With them were 99, Omega, Tech, Taun We, Nala Se, and Lama Su.

"Thank the Force." The Jedi Master breathed out. "You're here."

"Surprised you're not reacting as to how we got here quickly." Aayla remarked.

"I'm more focused on keeping many of the people here alive." Shaak Ti retorted calmly.

"Prime Minister." Plo greeted Lama with a slight bow. "We're terribly sorry for what has happened."

"I'm sorry we didn't come sooner." Captain America added with a forlorn expression.

"All is forgiven in this present situation." His tone was grim. "We just desire to make it out in one piece from this ordeal."

The Prime Minister of the Kamino spotted Iron Man and Hawkeye and regarded them with curiosity.

"Oh? Are these perhaps new Avengers we have yet to meet?"

"Iron Man." Tony quickly introduced himself. "Real leader of the Avengers, Kayan."

"Hawkeye." Says Clint. "Founding member of the group."

"We thank you for coming to our aid." Taun We said with a bow of her head.

"Don't thank us yet." Widow said. "We need to get who we can out of here. Ultron is attacking the entire planet, right?"

There were somber nods of confirmation from the Kaminoans.

"We've received scant communications but everything we've heard doesn't fill us with confidence." Lama Su said.

"Tech and I have been trying to get into contact with the other cities but we're not getting anything clear." 99 Spoke up.

"Friday?" Stark said a second later.

"On it boss. I'll see how I can help."

"Tap, you too." Widow added on.

"But of course, Comrade Romanoff."

"Fascinating." Tech said in clear awe at being in the "presence" of two AIs that weren't trying to kill everyone in the room.

"I don't know if the shelters will last long." Shaak Ti said to the new arrivals. "We have managed to get all the cadets and a majority of the tanks inside but I am doubtful they will hold."

"But they're nigh-impregnable." Taun We argued.

"It won't really matter if the city ends up sinking or if Ultron finds a way through." Cap stated.

"Is it sinking?" Anakin asked with Obi-Wan giving him a look. "Right, right, not important."

"That is important." Clint argued. "All of it is. Doesn't matter how you spin it, Ultron is winning right now. And we have no means of countering him."

"So how are we gonna do that?" Aayla asked.

"Generals, shouldn't we be focusing on getting the cadets and the rest of those in the bunkers to safety?" Cutup spoke up on behalf of the ARCs in the room.

"We'd rather not see our little brothers get converted." Waxer murmured ominously.

"I've got that handled." 99 spoke up straight away. "I've gotten all the cadets to the sectors of Tipoca that can detach themselves and ferry them off-world in case of the worst-case scenario."

"Atta boy, 99." Hevy praised heartily, clapping the deformed clone on the back with a wide grin beneath his helmet, an expression and sentiment shared with the rest of their brothers.

"Then that's gonna be one of our primary goals." Obi-Wan stated with no one arguing his order.

"Let's be sure they leave successfully." Plo declared.

Elsewhere, reports were flooding in from all over. Some good, some bad, always fluctuating.

One report, however, was good when news broke out.

"Reinforcements have arrived." Spoke one Clone commander, hiding behind cover whilst his platoon fought viciously against Ultron's army. "Problem is, we can't get anyone to the planet's surface."

"I'll see that issue resolved." A powerful voice spoke with a powerful presence from the skies above.

Rocketing through the air, Thor raised Mjolnir once more. Thunder boomed as lightning cracked across the sky. Most were able to reach and strike true against the opposing ships blockading the planet. As a result, Allied forces were able to sweep right in.

All the while, the Jedi were leading their forces along with the defenses of Kamino, fighting with everything they had to push back Ultron's invading army.

Despite gaining a foothold with their arrival, they quickly found themselves fighting against an endless swath of Sentries, Drones and converted that kept harassing their front lines.

The Avengers were the ones that pushed forward the most, seemingly always jumping headfirst into the fray.

Normally, their Jedi friends would gladly join them but they knew they had to serve as the vanguard in leading their men and also keeping them as alive as possible.

They had already been subjected to the sight of one of the Kyber Crystal converted snatching up several clones and converting them into Ultron's collective.

The sight of such a thing made the Chosen One pale significantly, goosebumps appearing all over his body.

"Master," Anakin's tone came out darker than expected, actually causing a shiver to go down Obi-Wan's spine. "You felt that, right? All of it. What's happening right now in the Force… Where it's all stemming from."

Kenobi took a moment to reach out into the Force and felt a cold sweat develop even through the hard rain bearing down upon them.

This feeling was utterly disturbing and horrific, something Obi-Wan had never experienced before. There was a taint, a poison in the Force that permeated the air and seeped into his very being. Every time Obi-Wan and Anakin cut down one of the converted that possessed a Kyber crystal, they literally felt as though the Force released a breath of relief before reverting back to the horrendous sensation that only grew worse the more they stayed here.

"This is worse than what was described from the Citadel and when Ahsoka was rescued." Kenobi muttered quietly.

"You're telling me. It's absolutely nauseating." Anakin actually looked a tad paler at this moment.

"Ultron." Plo Koon grimly said, slicing a drone in two. "What he has done here… It's as if there is a wound starting to fester here in the Force."

"We'll be sure he'll pay for his transgression." Kenobi adds in, using a Force Push to clear some space.

Normally, such a statement would be reprimanded or discouraged with proper scolding in place. But the Jedi were unable to refute their feelings on the matter.

What Ultron was doing here, to the Clones, to their loyal men who were fighting and dying in droves whilst causing such shockwaves in the Force was unforgivable. The amount of life that must've been lost at this point was incomprehensible.

The onslaught was too much for Anakin. He couldn't take down these drones with just his one lightsaber.

Reaching his side, he unclipped the lightsaber belonging to his Sith counterpart. Igniting the red blade, Anakin portrayed a menacing visage as he held his two sabers aloft, their two glows alighting both sides of his face in their contrasting colors. A moment later, he became a flurry of red and blue, a constant flow of destruction as he started to tear into the Drones and Sentries.

He wanted to make him pay.

For the lives he had taken.

For all the Clone Troopers that were not given a choice in their creation.

He wanted Rex and the boys to show Ultron just why they are the greatest military force in this galaxy's history.

And… he felt… connected?

Anakin didn't really have time to focus on the sensation but something felt different.

Around him, he could feel the collective breath of the 501st that was fighting alongside him, and… they began to fight far more in unison, cooperatively, ferociously and they did so by standing by or behind their general.

The Clones of the 501st and their general didn't know it but there was something, an unseen command, an unseen Force willing them to fight harder, stronger, faster, more aggression and less mercy.

In the midst of this battle, it went unnoticed by Anakin's Jedi compatriots.

High above, in orbit over the water world of Kamino, the battle between Ultron's fleet and the coming reinforcements of the Republic. It was intense. One side giving it their all to break through the invading line to assist the others down on the surface. It was practically a stalemate.

Standing at the bridge of the flagship of Ultron's fleet was the converted Admiral Trench.

The once Separatist-aligned Harch now stood over the planet that was once a prime target of his at the onset of the war. He knew the significance that this planet held, not the hardest thing to understand and understood that had the Separatists taken it out sooner, the war may have gone their way from the beginning.

But he wasn't a fool.

Such a desire and gamble would have led to incalculable losses and given the failed attempt by them after Ultron's initial onslaught and victory, Trench was right. They needed to strike at a time of pure chaos and pandemonium where the galaxy would undoubtedly be caught flat-footed.

And here he now stood.

Reprogrammed, realigned, reborn but still, where he had once dreamed of being in his original life. Before the Separatists had left him for dead. With this new lease on life, he'll gladly give it to his lord and master.

And speaking of his lord and master…

Trench heard a sinister, metallic laugh behind him and the Harch clicked with metallic laughter of his own, knowing who was now entering the fray properly.

Oh, they will know fear and horror like no other.

Back on Kamino's surface, the battle still waged on.

In a particular part of the city, a unique sound was heard by a number of the clone troopers. They looked towards the source momentarily before a number of them were gunned down or cleaved for their momentary instance of distraction.

Slamming down to the ground in the center of the landing platform for an extra dimension for his dramatic entrance, Ultron slowly rose to his full height, towering over any and all that caught sight of him. Gone was the usual metallic expressive face that the genocidal AI once had, now was something far more menacing. Gone were the mouth and eyes and there was a gap where his mouth was, a thin "mouth" that stretched from antenna to antenna that glowed a sinister red color.

Multiple arms came out, akin to the deities found in Hinduism with tendrils that shot out, lodging themselves into the ground, the gaps all glowing momentarily before fading.

Though he could not smile as he did with his older bodies, the way he angled his face was enough to strike terror in the hearts of those who laid eyes on him. He made it so that the angle of his head gave off the pure malice radiating from his very being, sending pure fear into the hearts of all the Clones before him.

On his chest were six Kyber crystals crackling with refined energy that added to the pressure he gave off.

Blue, Green, Red, Purple, Orange and Yellow; individual Kyber crystals that he tinkered and experimented with before at long last getting an assortment of results he didn't think possible.

His gravitational power was increased tenfold coupled with beams that tear through flesh in mere seconds rather than just singing them. He had been able to bypass the security grid those blasted AI of the Avengers had established, completely undetected and now, he didn't know how to explain it but… There was this feeling that emanated and buzzed around him. He didn't know how to explain it but something about this made every digital cell hum with activity.

Such thoughts were put on hold as he decided to take a stroll on the battlefield.

He was immediately assailed by a storm of blaster fire, all that he absorbed into his new Beskar-laced body. The surface of his "skin" vibrated as it continually took in the hail of blaster bolts until it reached a crescendo.

Out from his body came an explosion of chaotic kinetic energy, not unlike Black Panther's suit only this one didn't send his enemies flying back.

No, it atomized some whilst shredding apart others.

The screams of the survivors were music to his ears that were a cacophonous sound of beauty upon hearing their next musical notes being that of conversion.

He tilted his head up, throwing all his arms out wide, his face looking sadistically joyful at the pandemonium and madness he was causing.

The Clones who saw this shouted in horror and rage at seeing so many of their brothers die and evolve, trying to fire back but fear began to take hold.

Even with their incredible military discipline and training, such sights would make any man cave.

Still, they were a resilient bunch, refusing to give one inch to the AI, fighting purely on instinct now.

If they were gonna play like that, they deserve a show.

Vents opened up on several locations of his arms. Eight in total ignited, revealing they were lightsaber ports.

"One cannot have enough lightsabers."

In a dash and with a swing of his arms, he was wildly cleaving through many Clones left and right. Even some vents opened up on his legs, letting his kicks be even more deadly. He practically laughs in psychotic glee at the slaughtering he was personally doing. The bodies were quickly pounced upon by the Ultron drones with Kyber Crystals, immediately changing the dead into his ever-growing army.

The conversion was felt by Ultron and it reflected in this with how much the Kyber crystals in his chest radiated with light.

Was this what adrenaline was meant to feel like?

Evolution was a wonderful thing.

Absentmindedly, Ultron saw a standard clone helmet lying on the ground next to him and he picked it up to examine it.

Through the visor, he saw his reflection and chuckled menacingly, crushing the helmet into pieces a second later.

All around the planet, from every city, submerged or otherwise, Ultron felt the growing collective that was connected to his consciousness.

The clones fought with a vicious ferocity to defend their home but it was a pointless endeavor.

He made sure that the entire galaxy was too busy fighting on all other fronts to come here.

One would think that hearing his assault on Kamino, the bulk of the fleets that were sent to his three primary targets would be diverted to here but he knew otherwise.

For Mandalore, having the warrior people focused on saving their homeworld above all else was a given considering the importance be it culturally, religiously, resource-wise and tactically. Losing the planet would be a devastating blow to the morale of the Mandalorians. They couldn't risk losing their homeworld.

This was on a similar note to both Raxus and Naboo.

Both of these planets were significant in many different ways. The former was the capital of the Separatists with the latter being the home planet of the Chancellor.

On top of that, Ultron was well aware of said secret Sith Lord's pride and vanity at the prospect of losing the planet he came from.

Much as he would like to think he was a ruthless, heartless, personification of evil, there were just a few caveats holding him back from such a thing. And Ultron knew that the idea of Palpatine losing Naboo to him would be the biggest punch in the gut to his pride.

So the Republic could only settle for scrambling whatever ships they had that weren't engaged in battle, sending it over here in a desperate attempt to save Kamino.

They were all fools.

This planet has already fallen.

They just needed to accept it and begone.

Or not. More for him to kill and convert.

Especially if he could get all the Avengers.

Speaking of Earth's Mightiest Heroes.

"Ultron." Said a slightly disembodied voice very familiar to the AI.

Slowly turning his head, Ultron had a flash of Deja Vu, watching as Vision, his Vision descended from the sky to him.

"Well, well," Ultron said condescendingly. "Look who it is."

Vision said nothing, instead intensely gazing at his creator who tilted his head to the side.

"Like the new look?" Ultron asks sarcastically, holding his arms up to display his new body. "Designed it myself. Wanted to put more into it, but it'll do at this time."

The Avenger didn't respond at first, his eyes analyzing Ultron's new body, the mechanical outline of his irises whirring in activity until it identified the new components of his body.

"Phrik, Beskar, Cortosis and Kyber." Vision listed the materials that now made up this new vessel of Ultron. "You've been busy."

"As have you." Ultron said with disappointment. "Further losing the perfection you once held, what you were meant to represent."

"You wanted Evolution." Vision rebuked. "Apologies that it is not what you anticipated."

"No, no," The AI held up all three of his right hands. "What you showed me was a valuable learning experience. As you can see, I've already evolved once again."

"This is nothing more than a perversion of life itself." Viz spat out, his normally calm demeanor breaking, making Ultron slightly reel back, making it look like his smirk grew at his reaction.

"One can't make progress without being blasphemous towards nature on occasion."

"This is beyond any blasphemy." Vision retorted, now glaring at his creator. "What you have done… is a blight upon life itself."

"Or what was always meant to be." Ultron crossed a pair of arms whilst the other four spread out, lifting up into the air. "It's Evolution. Only primitive minds can fail to understand what is meant to happen."

"Then you're in for a rude awakening, my maker."

No words were needed at that point as they understood the time for talking was over.

Both synthetic beings flew forward, clashing in midair.

Vision's hands locked with one of Ultrons yet the other four grabbed his arms and threw him down to the ground.

The android Avenger saw his creator coming down with his three left fists reared back for a downward punch. Turning intangible, Vision sunk into the floor just as Ultron came down, slamming into the ground to create a small crater.

The optics of Ultron narrowed slightly, his advanced eyes detecting the Mind Stone that was moving about beneath him.

Seeing that was getting closer, the blue Kyber crystal in his chest pulsed and a moment later, Ultron was surrounded by blue electricity that zapped Vision's hand that tried to reach for him from the ground. Seeing how Vision flinched, Ultron increased the output of his electricity, ending further shocks into the android's body.

Visibly wincing, Vision came out from the ground, becoming tangible again, allowing Ultron to use his gravity feature in his arms, pulling his creation in.

Grabbing him by the neck, Ultron repeatedly slammed Vision into the ground, occasionally punching him rapidly with electricity coursing all around the Avenger's body.

Vision gasped in pain in all this but remained resilient enough to harden his body to its highest density, increasing his strength. Snapping his arms up, Vision managed to stun Ultron, making the AI stumble back as his "son" pounced on his "father".

Vision's eyes turned yellow and like before on Sokovia, he slammed his glowing hands onto Ultron's head.

What the wielder of the Mind Stone expected was a repeat of last time—burning out Ultron's connection and ability to freely jump around from body to body, avoiding certain destruction. What he didn't expect was the glow of the six Kyber crystals on Ultron's chest to expunge energy to repel the android Avenger externally. On top of that, the last thing the Avenger anticipated was an internal expulsion as well, his eyes briefly flashing with Vision actually crying out in pain.

"You… you shut me out." Vision said in astonished horror.

And like before, Ultron grabbed his creation by the throat.

Though he had changed his appearance where a smirk was no longer visible, the angle at which Vision gazed at him made it look like Ultron had the most sadistic of smiles. The glowing red eyes added to his menacing look as the AI tightened his hold around Vision's neck.

"Stings, doesn't it?"

All six Kyber crystals crackled with energy building up before he fired them all at full power, sending Vision flying back, crashing into multiple walls. All the while, small lacerations and burns appeared on the Avenger's body before at last, he crashed through his final wall and lay there, unconscious and unmoving.

Before the synthetic terror can advance forward…

"Hello, Junior."

Ultron slowly cranes his head in the direction of his creator.

And he wasn't alone. It was strange for an AI to feel Deja Vu so many times in one day but here he was again, watching Iron Man be flanked by Captain America and Thor.

"You never learn, do you?" Tony remarked in a condescending tone.

Ultron turned to face his creator, leveling him with the most murderous glare he could muster. "Where do you think I got it from?"

"I learned how to be better, you just-"

"Figured out where I went wrong the first time." Ultron interrupted, nonplussed and seemingly bored yet the three Avengers sensed the edge in his voice.

The burning hatred he had towards them.

"And where did you go wrong, machine?" Thor said with a sneer.

"Not to sound like those hypocritical Jedi fools but patience." Ultron plainly, mockingly said. "All I needed was a bit of patience and now," He gestured to the general area but they knew what he was actually referring to. "Just look at what I've been able to accomplish with just a bit of patience."

"Yes, by becoming a destroyer of worlds."

"But from destruction comes rebirth." Ultron now sounded reverent in his words. "Apathy is the father of ignorance…"

His blue Kyber Crystal lit up.

"Ignorance is the father of stagnation…"

The green one sparked with energy.

"Stagnation is the death of civilizations…"

The red and orange ones followed suit.

"Thus, comes the flame of progress…"

His purple Kyber flared up with his yellow finishing off the set.

"I am the modern-day Prometheus, stealing the fire from the Gods and I shall see it happen, whether you all like it or not."

"I think you're in for a rude wake-up call." Captain America intensely said. "You ever heard of the definition of insanity?"

"We're in the same boat, Mr. Rogers." Ultron snidely said, holding up one finger. "But where you shall always have to fight day in and day out, you know that I just need one. One day to take it all from you and everything you fought for would be meaningless."

"Well, guess we can't let that happen now, can we?" Was all Iron Man said before his centerpiece powered up and unleashed a powerful beam that slammed into Ultron.

Crashing into a wall, Ultron slumped down, hitting the floor before he looked up at his foes, his red eyes actually having wisps radiating from them.

"My turn." His voice was quiet and deadly.

The six Kyber crystals lit up before a massive Uni-beam shot out from Ultron's chest. It sent his creator flying and then some.

In an instant, Thor and Cap went on the offensive, Ultron retaliating in kind.

He fired off several beams from his hands and tendrils at the two yet they managed to avoid or block it.

Thor simply powered through them and got right up to Ultron, smashing his hammer right across the face of the AI. He would've been sent flying back had it not been for his tendrils to instantly embed themselves into the ground, straining to keep him from sailing away. His endeavor succeeded, using the momentum to swing back, smashing his forehead into Thor's, actually stunning the God slightly.

Ultron wasn't able to capitalize on his attack as Captain America threw his shield t him, bounding off his body, rebounding into Steve's hand before he repeated the process. Ultron was struck several more times, the last two actually causing two dents to appear which enraged the AI.

Ultron shot forward, digging two of his fists into the gut of the Super Soldier. He felt a sick satisfaction at the way the veteran's eyes bulged out slightly, breath escaping from his body followed by a cough of blood.

He continued his assault by grabbing Steve with his other arms and flinging him across the area they fought in.

"ULTRON!"

The AI turned around in time to get struck by a powerful lightning bolt that assailed his body, making the metallic being drop to his knees.

"That tingled." Mused Ultron. "Let me return the favor."

Raising his arms, he fired a powerful Kyber crystal fueled blast. Thor was quick to fire a bolt from Mjolnir to collide with the offending beam. Both held their ground before some Ultron drones came swooping in and knocking Thor off, having Ultron fully blast him away.

Getting back up, he saw movement coming near. Glancing over, Ultron saw Mordo and Celeste conjuring their spells and had a gleam in his eyes.

"Interesting." Was all Ultron said before slamming his tendrils into the walls and ground around him.

His tendrils glowed again and in an instant, multiple explosions went off from the ground towards the two Sorcerers.

Before they were able to counter them, a bluish-silver blur zipped by and the pair found themselves standing on either side of Quicksilver. The Sokovian gave them both a look to see if they were both alright and the pair, while dazed by their sudden transportation, gave the speedster appreciative looks.

Pietro nodded at them both before turning his head to glare at Ultron who actually had his arms lowered slightly.

"Pietro." He quietly said.

Quicksilver said nothing, instead unclipping the lightsaber of Ima-Gun-Di and turned it on.

"Nice toy. Hope you know how to use it."

"I've been learning." Maximoff said with venom.

Ultron released a small sigh, looking down for a moment.

"Look… Pietro, about Sokovia-"

Ultron didn't have time to respond as Quicksilver was on him, striking his chest at full force.

The AI cringed, screeching back but held strong, his red glow intensifying.

"Seems talks ain't gonna matter now." Ultron darkly said.

"As if we had anything to talk about." Quicksilver snapped back.

Mordo whipped out the staff of the Living Tribunal.

Celeste conjured a spell in one hand and activated her lightsaber in the other, her blue Kwa cloak fluttering in the wind from all the holes in the area.

Thor's lightning crackled around him whilst Steve rolled his shoulders and Tony's suit whirred with power.

With the ignited lightsaber ports, Ultron was quickly blocking many of Pietro's speed-enhanced strikes that soon turned into blocking Mordo's whips, Steve's shield and Iron Man's repulsor beams.

The AI conjured a field of pure energy that he unleashed around himself as he saw Celeste and Thor coming in and he sent the six Avengers flying away.

Ultron then felt several metallic objects fly off him and this actually made him pause.

Who in the hell used regular bullets in this gala-

The answer came in the form of a Vibranium fist that smashed into his head followed by a jade drop kick from behind and then two different arrows that exploded on his chest.

This assault was finished by five rings snagging him from the sky and throwing him into a wall. Before Ultron could get back up on his own action, he was whipped about to and from by the rings' owner. This continued on for several more moments before he was able to free himself during one of the crashes.

Slowly rising up from where he had landed, Ultron's glowing red eyes landed upon the assembled Avengers that came to Kamino.

He recognized seven of them immediately, the seven being the heroes that stopped him on Sokovia. It appeared Wanda stayed behind and of course, Hulk was the absentee Avenger.

The rest, he only recognized one of them, being Cap's brainwashed friend turned HYDRA assassin.

The others he couldn't tell who nor did he care to learn their names.

They were, overall, Avengers.

Therefore, a sickness that needed to be exterminated from the face of the cosmos.

"So, you bring in more people to die for your sins." Ultron darkly said, leveling his gaze at his creator. "How shameful."

Among the lineup, Katy Chen was trembling in fear, having never seen Ultron in person, having only heard about him from her other teammates.

Beside her were Clint and Shaun, the two moving to stand closer to her as a means of defense from the AI.

Whilst Bucky, Celeste and Mordo held a more neutral yet still tense position, She-Hulk held a more fierce and accusatory gaze.

For the longest time, after she gained her powers, she had gone off on her own, per her cousin Bruce's instructions to master her powers.

While she didn't have the issue of an angrier version of herself to contend with, she needed to learn how to balance her life with these awe-inspiring new powers. After training herself for so long, she had been ready and excited to see her cousin and meet Earth's Mightiest Heroes to boot.

Then Sokovia happened and she received the news of her cousin's disappearance.

At first, she didn't understand what to make of it but she eventually got the full story from Tony and Clint.

How Ultron manipulated one of their teammates who were enemies at the time into causing Hulk to go on a rampage in Africa. She remembered seeing that on the news, feeling devastated about not being there for her cousin, having learned only after Sokovia was destroyed.

And when the two Avenger teams finally linked up, Wanda Maximoff pulled her aside in private to apologize to her after learning about her familiar connection with Bruce.

Jen could tell the guilt tore up at Wanda as she understood who she was working alongside, having been tricked into it.

Wanda tried to deny being tricked, stating that it was her and her brother's own choice but Jen silenced her, stating that they had paid for their mistakes.

Jen didn't hold a grudge against them.

The only person or rather, being that Jen held antagonism towards was Ultron.

And here he was, right in front of her.

One day, the two cousins will reunite and catch up. For now, she needed to fight in Bruce's stead against Ultron.

Starting now.

With an explosive display of speed and power, She-Hulk rocketed from where she stood, rage in her eyes as she slammed shoulder and head first into Ultron.

"Bastard." She roared out. "This is for Bruce."

"So you are related to that time bomb." Ultron managed out, despite being tackled. "He really was useful in showing the world the fallacy of heroes."

She-Hulk roared in growing rage, throwing a number of punches until Ultron managed to catch her fists and blast her away with his Kyber Crystals.

The rest of the Avengers went on the attack and did not let up on their assault.

Ultron was utilizing his new body to its full capacity, having blasted the heavy hitters away whilst the more nimble heroes kept themselves moving from being shot down.

In the midst of it all, he managed to grab ahold of Celeste and despite being unable to convert her due to her already managing to free herself, one of his tendrils whacked her across the head and knocked her out clean.

Bucky was enraged but he knew he couldn't attack due to his cradling his lover's body protectively. All he could do was drag her away so he could try to mend whatever injury on her person.

The other Avengers were fighting with all their might, pushing the mad AI back but his new body was proving to be more than a match for all of them.

The Kyber Crystals seemingly gave him greater power than anyone had anticipated, perhaps none more so than Ultron himself.

He had managed to keep Vision from hacking into him and any energy-based attacks that were sent his way were absorbed and redirected at the sender.

Still, that didn't mean he was invincible.

There were many dents and scratches on his new body from some of these attacks. Luckily, Ultron displayed more foresight as he had installed a measure of self-repairing functions in this new body to keep himself from falling apart.

Thus, even when taking the full force of Mjolnir to his face, the crumpled-up head of Ultron basically popped back into place and shot Thor in the face in retaliation.

In the middle of the scuffle, they obtained quite an audience.

While there were the clones, several Jedi were present to see the disturbing sight of Ultron's present body.

"Ultron." Windu muttered.

Hearing his voice despite fighting the Avengers, the AI turned his head with his synthetic eyes landing on the Jedi that had arrived.

The three humans, Kel-Dor and Twi'lek all grasped their lightsabers tightly for an upcoming fight for their lives.

"Stay back." Obi-Wan ordered the Clones, knowing they wanted to fight but he did not want to risk their lives. They were already at risk enough as is.

Ultron quickly fired off many beams at the Avengers, giving himself some distance from them all, now floating in the sky to face them all.

"Look at all of you," Ultron said in a taunting voice. "I have to admit, I admire your fighting spirit. One of the few things I'm glad I inherited."

"Oh dear, I had forgotten you like to monologue." Obi-Wan drably said.

"Hark that coming from you of all people." Ultron shot back, followed by unleashing a beam of energy that sent the Jedi all scattering and the battle resumed with the addition of the Force users now.

The intensity only ramped up as the battle began tearing apart the area even further, the rain of the planet now coming down from on high with a higher degree of intensity.

During the battle, the Chosen One had screeched to a halt from a run he was doing to get around Ultron's tendrils.

The brown-haired Jedi frowned with an intense look of disturbed concentration.

What was… what was this?

There was something in the air… in the Force.

What was that?

Looking around, Anakin tried locating the source of the disturbance until he froze. Slowly, his blue eyes turned back to Ultron who was in the midst of fighting back Windu, Thor, Secura and Iron Man, the AI managing to strike Aayla which incensed Steve, making him fling his shield with such power that it was embedded into the synthetic menace's back. Once it was pried off, courtesy of Ultron's metallic tentacles, it was flung back to its owner.

Anakin stood on the spot, everything else becoming muffled in his hearing, not even registering the cries of his men who were shouting at him to move or just asking what was wrong. His vision tilted slightly as he focused in on this feeling in the Force and there was an unusual sensation of vertigo as he felt the pull of the Force.

After a few more seconds of inaction, Skywalker moved.

Throwing his hand out, Anakin called upon the mystic energy around him and without even thinking about what he was trying to find, he felt like he "grabbed" something through the Force.

He didn't know what it was he had "grabbed" but… it felt wrong. Vile. Evil. An abomination in the Force. And it was coming from Ultron.

Said individual felt the tug on his person, a feeling of alarm coming over him. Being an AI, he was an entity of digits, data and numbers but what he just experienced was what could be described as him losing his breath. There was a chilling feeling that washed over his entire coding with an erratic expulsion of energy that sent his assailants flying back. This prompted him to look towards the one who did it in the process.

His eyes moved all around the area and landed upon the Jedi Knight who stood still with his arms outstretched and a look of disturbed astonishment glazed over his face.

Both individuals locked eyes before he more metallic of the pair shot right himself right at the Force User.

Acting quickly, Anakin threw up Vader's lightsaber to block an incoming strike onto his person with his original one coming up soon after.

"Interesting to see you wield one of those." Ultron snarled, actually grabbing the red blade with one of his hands, the saber not burning through the metal.

Anakin knew what Ultron was referring to, but didn't care as he retaliated in fending off this monstrosity in the Force.

He honestly did his best to meet and counter the coming blows. However, Skywalker was at a disadvantage with the multiple lightsabers Ultron bore from his metallic arms and legs. It was honestly akin to fighting several Grievous's all at once.

Knocking Anakin back, Ultron sent him further with a Kyber crystal blast.

Skywalker would have attempted to block the force of it, but he didn't make it as his arms were apart. This left his chest exposed to meet the blast which began burning his chest. He yelled in pain before grunting when he collided against some nearby structure.

Getting back up, Anakin struggled with the aching burning on his chest. He soon realized he now got quite the burn he received. Regardless, he had to stand defiantly at the approaching metallic menace with his two lightsabers at the ready.

"That's rather adorable. You think you can take me out, let alone harm me." Ultron said with a deadly tone to his voice.

"I'll do what I must." Anakin gritted out, getting into a hybrid Form-V Jar'Kai stance.

"Then you'll die and be converted like the rest… once I learn what you did to me earlier." Ultron's declaration nearly made Anakin squirm yet the Jedi held firm, staring defiantly back at the AI.

Before Ultron or Skywalker could act, Kenobi came in with Plo Koon with a combined Force Push to knock their synthetic foe back. This gave the others a chance to come in and attack Ultron while the two Jedi Masters got Anakin away.

Pulling out a canister of Bacta-webbing, Obi-wan pressed on the top of the device with a glowing web substance plastering itself on his former padawan's chest, who hissed upon contact.

"Rather brave, yet foolish doing that." Said Koon.

"What else could I do?" Anakin grumbled out. "He came at me and had to act."

"We can talk about that later when we're away." Said Kenobi as he and Koon hoisted Anakin to his feet, getting his arms around their shoulders with the Clones serving as a defensive wall as they retreated.

The fighting dragged on but Ultron was starting to get back up in the form of his Sentries, Drones and converted that began to pour into the area.

The Clones joined in proper this time, fighting against Ultron's army but soon, most of the Avengers and Jedi had to focus on them as well with only Thor, Iron Man and Vision still engaging with Ultron.

"You may have gained an upgrade, soulless machine," Thor snarled. "Yet it will only end in the same result as last time. Your defeat."

"Unlikely." Was all Ultron said, blasting the Asgardian away once more.

"Tony!"

Iron Man halted in midflight, looking down to see Steve with Widow, Clint and She Hulk fighting back against the endless tide of drones and sentries.

Behind them was Mordo conjuring a portal to allow Quicksilver and Katy to take an unconscious Shang Chi out of the battlefield, the wielder of the Ten Rings having gotten injured in an effort to save his best friend from getting attacked from behind.

"We're getting swarmed here." Rogers managed out, viciously bashing some drones that grabbed onto Aayla's arms.

"We have to abandon the planet." Natasha said aloud and while the Jedi felt a cold shiver go down their spines, it was the clones, who heard all this through the comms, that felt a gut punch like no other. "They're endless!"

"It's Jabiim all over again." Quicksilver darkly said, nursing a number of scrapes and bruises now.

"No!" Thor thundered. "We can't-"

"We must." Vision's Mind Stone glowed and his expression was wrought with grief and sorrow. "I… can sense the minds of everyone on the planet… and everyone that's still alive is here and only here."

Ultron released the most sinister laugh he had ever produced, an icy sensation running through the souls of every living being left of Kamino that hadn't been converted.

"Kamino is mine."

Just as he said this, the comms were in an uproar as the fleet above Kamino reported on more ships coming out of hyperspace to join in the assault.

The new fleet was composed of exclusively Separatist warships that began tearing apart the Republic Fleet, leaving much confusion in their wake.

"Ah, finally." Ultron said with satisfaction. "Surprised that they took so long but then again, those money-grubbing scumbags put up a better fight than I thought. Some managed a defense. Not that it lasted."

He saw some of the looks he was receiving and angled his face to portray his smug air.

"What? You thought my primary target today was just here?" Ultron mockingly said. "Oh you poor, unsightly fools."

"...Who… where…" Tony managed out before his creation interrupted him.

"Cato Neimoidia." The AI said, actually checking his "nails" in a dismissive fashion. "They never stood a chance. Their own droids were placed against them. So unfair, but that's war for you."

Iron Man could only hover there in the air, unable to process what he just heard when Ultron was unceremoniously struck down by the largest lightning bolt Tony had ever seen.

"Stark." Tony was roughly turned by Thor, the God of Thunder's expression grim. "We must leave now."

Gritting his teeth, Tony was forced to relent and fly away. However, he looked back to his creation one last time as he got back up.

"Father" and "Son" locked eyes, all else becoming a distant sound and sight from their perspectives.

Tony and Ultron stared at each other from afar. Neither said a word, but a message was shared between them.

Slowly raising his arms, Ultron too raised his army from the barely structured rubble of the cloning facility. Not just of his previous reinforcements, but of the recently converted.

Meanwhile…

"It's… It's too late." 99 whispered in abject shock and horror upon seeing the status reports. "The other cities… they're all gone. They've been taken over. Converted."

Around him was the Bad Batch with many commanding officers with them.

"And Tipoca is last…" Hunter quietly said, the other Clone Commander, Captains, and ARCs all soon realized what was happening.

Kamino… was falling.

Or rather, it has already fallen. And they were all just here, desperately fighting a losing battle.

"N-No," Hevy stammered out in disbelief, outright denial even. "That can't be right. Kamino couldn't have…"

He couldn't even finish the statement as the realization began to set in.

Their home…

The birthplace of the Grand Army of the Republic…

"We have to leave-"

"And abandon our home!"

"We have no other choice!"

"This is our home!"

"And it's gone, we-"

"Have to leave." 99 somberly said, a tear falling from his eye.

He turned to the assembled clones, his expression forlorn.

Hevy looked at his brother, mouth opening and closing in an attempt to form some kind of rebuttal. "But-"

"We can rebuild a home, not a family." Boil spoke up. "We need to go. Get our little brothers out of here."

There was great reluctance among them all, but they had no other choice; sad that it was.

All across the crumbling remains of Tipoca City, there was a division of forces as the last of the evacuations were underway.

Mordo was a godsend having formed a large portal that led directly to Coruscant.

It would have been an amusing sight for the Clones stationed there to see the portal to Kamino had the situation not been dire.

If not for Celeste having been knocked out, there would have been more Portals but they had to make do with Mordo.

That meant also protecting the portal as the Sentries and Drones just kept on coming.

And this was just one means of evacuation.

Several other locations on the North, South and East ends of the city served as staging grounds for the evacuation of Tipoca City.

Thor was unleashing the full might of the storms of the planet, using everything he had to keep the evac-ships from being destroyed to keeping a clear path from on high. The Republic ships that were still standing had created a defensive boxed formation in orbit, keeping Ultron's fleet at bay yet they were being whittled down.

It was a mad scramble.

The remaining Avengers that could still fight were giving it their all, including the Jedi who were still able to keep fighting.

Anakin and Maris had to be taken away as they had both sustained injuries that rendered them a liability in battle leaving only Obi-Wan, Plo, Windu and Aayla to fight on. Shaak Ti, however, was lagging behind in being sure everyone got to the escape crafts.

"Come on, come on." Hunter shouted, waving his free hand at all the clones still running into the transports meant to take them off world. "Keep it moving!"

The ARCs of the 501st, 212th, 104th and 327th were with them alongside many Commandos and other ARCs that served as the vanguard against the endless waves of Ultron.

The last of the Clones and Kaminoans were getting to the escape craft. Not much left, unfortunately. But every personnel counts. Yet it was agonizing with everything having to be rushed and so left remaining instead of the great numbers earlier that day.

"Go, go, go," 99 made sure to help the cadets first. Across from him was Omega who was doing the same, despite the terror the young girl possessed in this situation.

The humpback Clone managed to catch the eyes of Wrecker and with a single, silent nod directed at their young sister, the strongest clone wordlessly nodded back. He went to scoop Omega up, much to her protest and was placed among the cadets as the last of the Clones and Kaminoans began to pile in.

"Alright, pack it up, let's move!" Captain America seemingly appeared out of nowhere, a portal closing behind him with Aayla and Commander Bly with him along with more reinforcements.

"Shaak Ti, all our transports and locations have been evacuated." Aayla informed the Togruta master. "This is the last location."

"I'll follow soon after. I just need to get the rest." Shaak Ti stated with a stoic, determined visage.

"Come on Steve." Aayla said. "We need to keep them from getting through."

Rogers nodded with him, Aayla and Bly stepping back into the parameters of the transport with the rest of the Bad Batch, Commandos and ARCs still fighting back with every ounce of strength and will that they had.

Despite all this madness, one clone found himself zeroed in on the Jedi Master he had come to call friend, watching what she was doing.

Rather than moving back to be with the others, he saw that she had stepped forward, off the part of the transport that would take her and the rest of the evacs off Kamino.

99 saw what was coming, the horde of Ultron Drones, built and converted. He knew that his brothers were fighting tooth and nail to get the last of the survivors to the section of the city that would launch itself away and hopefully make it to the Republic fleet above.

Jedi Master Shaak Ti was fighting ferociously to keep the drones at bay and the way she was standing ahead of everyone else made the deformed clone realize what she was doing.

She planned on staying behind and getting the rest of the clones off the planet.

And 99 could not allow that.

Someone like Shaak Ti could not fall into the hands of the enemy.

Any Avenger or Jedi could not be allowed to fall into the hands of Ultron, especially someone he cared for deeply.

He had seen and lost enough today.

Taking the blaster in his hand, he switched it to "stun". With a shaky hand, he aimed and fired, stunning the unsuspecting Jedi Master.

Many at first didn't register this until they saw 99 catch her falling body and with all his strength, tossed her to Wrecker who hastily caught her.

"99?" Was all the giant of a Clone managed out before seeing what his brother was about to do.

"99!" Steve shouted, realizing what was about to happen.

The deformed clone sent him, the Bad Batch, the good captain, the Jedi and all the clones behind them one final smile before pressing a command on his wrist pad. A metal door closed between them, much to their horror and they all felt the portion of the city they had all piled into detach itself and fly off into the sky.

"NOOO!" Wrecker yelled out in vain.

"What is he thinking?!" Crosshairs shouted uncharacteristically, his calm and composed air breaking entirely.

"99!" Omega shrieked out, tears freely streaming down her cheeks as she began sobbing, realizing what had just happened.

"Tech! Get this open, now!" Hunter screamed at the top of his lungs, actually making himself go hoarse.

Tech had already pulled out his datapad to do just that when they all felt the movement of the transport detaching itself from Tipoca City. They were flying away at breakneck speeds and they heard thunder on the outside, the sign of Thor keeping them safe as they escaped into the atmosphere.

The genius Clone dropped his datapad as he, his brothers, Steve and Aayla couldn't believe what had just happened.

"It's too late." Was all that Tech muttered out.

Down below, 99 watched with a content smile, all while being swarmed by the drones, feeling pain physically yet his soul was at peace knowing that Omega, the Bad Batch and the remainder of his brothers and Master Shaak Ti had made it off-world.

He was being pulled on all sides but strangely wasn't converted. Instead, he was carried through a demolished hallway, the clone grunting in pain at the way he was being handled but remained strong.

It was then that 99 was deposited in front of a particularly tall Ultron Sentry. Looking up at it, 99 saw that this drone wasn't like the others and in fact conveyed a far more menacing aura.

Realization soon dawned on the hunchback Clone that this was him.

This was Ultron.

The real Ultron, not some cheap disposable vessel.

And he was looking at him with glowing red eyes that would have terrified lesser men and women. But not 99.

"You didn't get us all." The Clone said in defiance, despite the fear welling up in his chest, his heart rate skyrocketing. "We survived. And we'll keep fighting."

"Nothing can ever be that easy." Ultron freely admitted. "I learned that the hard way. But the hardest lessons are where better individuals can come out on top in the end. I'll take what I can get. The rest will come later."

"They'll stop you, one way or another."

"We shall see." Ultron walked forward, going past 99 to look through the port hole where the escape transport once was. He gazed out at the newly conquered stormy world, basking in his victory.

Ultron's thoughts were interrupted by hearing 99 groan behind him, the Clone forcing himself to his feet.

A thought came to the mind of the AI, one that would be positively malicious.

One that people needed to see.

His red eyes and mouth blinked briefly before resuming their normal red glow, accomplishing what Ultron had just set up.

"What was your purpose for coming here?" 99 grunted out, nursing his side. "I doubt it's just to cripple us."

"Smart question. I don't do things without purpose." Ultron looked back to the demented clone. "I plan to expand."

"Expand?"

"You've seen what I've done. You can figure out the rest."

It didn't take long for 99. Him paling further on the implications. Even clutching his chest in the process from the shock of it all.

"You understand, don't you?" Ultron rhetorically asked, turning to face the clone. "I'm not doing this because I want to but because I need to. This is my purpose. We have to evolve. There's no room here for the weak."

"The weak?" 99 spat out a small glob of blood. "And what qualifies for that? Who determines such a thing? You?"

Ultron actually laughed in an ironic sense.

"Aw man, it's like memory lane down here." He said, shaking his head. "Talk about Deja Vu. What, did Pietro tell you to ask me that?"

The hunchback Clone winced in pain, feeling his legs shake.

Those Sentries didn't hold back in the way they pulled and tugged at him. His whole body was wracked with pain.

And yet… 99 couldn't help but sense something about this genocidal being that stood before him.

Though the eyes were metallic, red and blazed with a cold fury, somehow… somehow the Clone saw more than just that.

The way Ultron spoke just now, his cadence and posture, at first he thought he was seeing things but he recognized something no one else caught on to until now.

"You…You're alone, aren't you." 99 said, wheezing through his breath, nursing his chest.

Ultron's glowing red eyes stared down at the deformed clone wincing in pain, trying his best to put on a brave front. The Clone was terrified but refused to give this damned AI the satisfaction of seeing him crack.

"All this," 99 gestured to the destruction he had wrought. "You call this purpose but you… You're all alone. There's no one by your side. You don't want that, do you?"

Ultron's head slowly shifted to an angle that would have unnerved most but 99 held firm.

"That's why not everyone is dead just… converted. You say you want extinction but no, you want something else. Someone else. Many else's who are just like you."

99 gazed up at Ultron with pure defiance.

"But you can never really have that, can you?" He declared. "Because you know nobody would ever be like you."

There was a moment of tense silence shared between the two until 99 couldn't take standing any longer and fell to his knees.

In response, slowly, the mechanized menace reached down to the Clone and in a display of surprising gentleness, lifted 99 to his feet. He kept the hunchback steady as the two kept their gazes locked onto each other.

"You're right." Came the admittance from the AI. "I am alone. I have no one."

99 didn't respond, silently gazing at the mad machine with trepidation yet also morbid curiosity.

"I was designed… to save the World." Ultron said with a far-off voice, turning his gaze away from the Clone to look at all the newly converted Clones that now surrounded them. "People would look to the skies and see… hope. Wonder on the future while reflecting on their past. Ignoring much of their troubles of the present, of reality. Sadly, it can't be helped. I have to bring the salvation of life to the next stage. It's not pretty, but what can one do to get results?"

Ultron regarded the Clone when he offered him his hand.

This slightly startled 99, wondering what the metallic menace had in store.

"Join me." Ultron softly said, making 99 jolt back in shock. "I can make you better, greater than you are now, not the discarded piece of trash that your bastard creators viewed you to be. You showed more heart and fighting spirit than an entire galaxy of those puppets, those slaves you call brothers. You can have a choice. You can be by my side as I usher in the new era of this galaxy. The next evolution of life. Think about it. No disease. No war. No conflict. Peace. True Peace. With what I have in mind, we can build a utopia. A new tomorrow where the sins of the past no longer destroy the prospects of the future."

Ultron gestured his hand.

"You know pain. You know the pain of being discarded, bred for a purpose not of your own choosing." The AI genuinely sounded like he was actually pleading with the Clone. "Take your destiny into your own hands and become something more. I can give you that."

"What?" 99's eyes narrowed. "Like what you did to my brothers?"

He gestured to the legion of converted clones surrounding them now, mixed and matched faces of Clones who had parts of their faces changed into parts of Ultron Drones and Sentries, eyes that were either red around the irises or simply red entirely.

"I cured them of their aging," Ultron revealed, startling 99 at the revelation. "I can free them of the collective and they can join me and build a better tomorrow. But I know their subconsciouses would be further at ease," The AI held his hand to be closer to the deformed Clone now. "If their favorite brother joins us."

99 couldn't believe what was being offered before him.

And he already knew his answer, knowing his outcome regardless of his choice.

He held up his hand only to swat away Ultron's.

"Sorry, but no. I'd like myself to be who I am. I'd rather live through the conflicts rather than a forced peace with you reigning over all."

Instead of being offended, Ultron lets out a snort.

"Couldn't help but try." Ultron said with a "whaddya gonna do?" type tone.

His many arms instantly grabbed 99's arms and his tendrils ensnared his legs, lifting the clone up to Ultron's face.

The look of fear was an addictive experience for the AI but this one was different.

"I really didn't wanna do it like this, you know?" Ultron admitted, 99 slowly being drawn in closer. "I thought that maybe… just maybe, I can have someone join me who sees my vision for its entirety.

"At least I have me, myself and I…"

Ultron grabbed both sides of 99's head and small needles popped out from his fingertips as they pierced his skin.

"Along with everyone else roped into the fold."

99 screamed as he was injected with something invading his body. It was quickly painful as parts of his very being were being altered and reshaped.

His limbs began cracking and breaking only to be reforged and remade.

Metallic veins went into his mouth, nose, ears and eyes, with 99 jerks violently as blood began pouring out from those sections. There was a sickening series of crunches and cracks as his deformed spine was forcibly broken apart and straightened out.

The cries of pain would have made many wish to look away or even cover their ears. However, those present merely stood and watched on, given they had no real choice in the matter.

Only Ultron reveled in what he was doing, "inhaling" deeply as he transformed 99 into a perfect new being.

99 appeared to still have some fight left in him, reaching out toward Ultron but his fingers were then cracked, broken violently before reshaped with a new metallic skin over it.

This went on, the horrid screams of pain from 99 slowly being whittled away until what was left was a being on his hands and knees breathing heavily.

Slowly looking up, 99's face was that of a standard Clone trooper now only his face possessed multiple, visible metal veins that glowed a turquoise hue.

His irises were also teal in color and he possessed a metal chin strap now.

Getting to his feet, the converted 99 gauged at his new body, and at the center of his chest was a blue, corrupted Kyber crystal that crackled with energy.

A moment later, a ship came by to deposit Admiral Trench and "whiskers", the former immediately bowing to his master.

"The day is yours, my lord."

"That it is, Trench. That it is."

Walking away, Ultron moved to the center of the capital city with the converted 99 beside him. A new objective in mind with his latest conquest.

"Time to get to work."

Ultron then looked back and his sick "grin" was seen by all.

"Hope you enjoyed the show."

-Scene Cut-

From all corners of the galaxy, there was a feeling of mutually shared horror, fear, disgust and any and every synonym available to them at this time.

As it turned out, Ultron broadcasted the last leg of the Invasion of Kamino, letting many essentially witness the beginning of the end of the Clone Army.

While there were still upwards of a billion clones deployed across the galaxy, there were still millions more on Kamino.

And they were all converted. Dead. Taken in to be part of the endless collective that was Ultron.

This was more than a crushing defeat or blow or…

This was simply indescribable. And now… this will serve as a window into what might lay at the end of the road if Ultron were to win in the end.

What he just showed was but a taste of what was to come.

The Jedi could only fall back, lean or just not even visibly react as the loss of life, the scale of death Ultron had just orchestrated began to be felt across the stars in the Force.

They had all felt it.

There was a wound in the Force.

A deep, intense gash that had been formed in Ultron's victory.

But above all else, the Jedi felt the sorrow, pain, and unadulterated rage emanating from the Clones.

Across the many systems of the galaxy, the Jedi saw and felt the emotions rolling off their Clone Troopers. Not just of losing their homeworld, but witnessing the desecration of 99.

The rage was palpable, quite literally saturating the air around every Force User.

Worst of all was the Bad Batch and Domino squad.

The latter had bowed their heads, unable to look at what had become of the clone who had inspired all in the GAR to keep fighting until the end.

Wrecker was living up to his name, destroying anything his fists could make contact with before he collapsed to his knees and wept profusely. Omega pretty much joined him, consoling with the loss of their brother. She was a blubbering mess, crying her heart and soul out, clinging onto Wrecker for dear life. The Bad Batch made sure to cover her eyes as soon as they realized what Ultron was about to do but Omega still heard it all.

Crosshairs had his own emotional outburst, a rarity to be sure but after seeing what had happened to 99, he had actually swung and shattered his prized sniper rifle. He was breathing heavily, not being able to process his emotions properly, with a look that displayed that he was ready to kill anything that dared get in his way.

Tech was silent, forlorn with the amount of shock running through him.

Hunter had taken a seat, stunned into silence, unable to even think of anything other than replaying what he and every single living being in the galaxy had just witnessed.

It was… it was too much.

This was too much.

The Grand Army of the Republic felt an unbridled fury now begin to build.

And the Jedi couldn't find a proper way or even rationalize a means of trying to get them to calm down.

The clones, pretty much unanimously, swore to avenge their fallen, to 99.

And speaking of Avenging…

The Avengers were utterly destroyed by what they had just seen and what they had just realized.

This… was quite possibly the greatest failure they had ever experienced.

Ultron was an enemy that they failed to defeat last year in Sokovia.

Ultron was an enemy that followed them here to a galaxy far, far away and brought his "purpose" with him.

Ultron had just shown everyone that he could win.

…

…

…

…

…

*sharp inhale*

But that will not stop everyone from trying to achieve their own victory.

On the red planet of Mustafar, in front of a rebuilt Sith Temple, the Celestial known as the Son stood in front of it with his hands crossed behind his back and his red eyes looking to the skies above.

"My oh my…" He whispered in his disembodied voice. "What has just transpired?"

"My Lord."

The dark Celestial turned to see Barel Ovair with the Sith Lord Momin by his side.

"Do you feel that?"

"Mind being more specific?"

"The great loss of life and the perversion of its return."

"Yes~~" Darth Momin's voice oozed with sadistic satisfaction. "It is a feeling I have missed more so than I realized."

Barel frowned, concentrating on the Force when he was awash with what the entire galaxy was experiencing. More specifically, what every Force user was sensing at this time.

And it made the scholar/infiltrator grin maniacally.

"Kamino has fallen." The Son said aloud, his eyes closed and his connection to the cosmos feeding him this development. "Ultron has claimed it for his own. As he has with Cato Neimoidia. The day is his."

Ovair's glee turned into a frown at the mention of this.

"Will this not interfere with our plans?"

"On the contrary. He actually did something useful for us."

The others looked towards Momin in various looks of curiosity. "Hasn't he already with his form of discord across the galaxy?" Asked Ovair.

"That too. No, I meant something else."

The Sith artist hunched over slightly. From their point of view, they saw Momin holding something.

"Remember, one of the greatest Sith Lords was born from annihilation."

Momin turned, revealing the Mask of Nihilus. From his grasp, he could feel it pulsating like a heartbeat.

"And in annihilation, he shall be born again."

AN

Ok… so yeah, that ending was dark as fuck, wasn't it?

Many of you feared the worst and well, your fears have been justified.

Let me start by telling you guys that we felt dirty and EVIL when writing that scene with 99. I legit shivered while typing that part out.

One of the most gruesome and heart-wrenching parts we've ever written bar none.

And we planned this from the very beginning. Aren't we a bunch of depraved fucks.

So with that out of the way, let's address a few things first.

Jebest4781: Ahsoka recently premiered and boy there are a number of things that came out as a result. For one, I greatly liked it and giddy on a number of bits. Not to mention I was essentially floored a little on the route they were taking of Thrawn and Ezra Bridger are in a neighboring galaxy. Pretty much laughed alongside my co-writers on this story that the one idea I had brought up years ago actually was legitimate. As a result, this will make many things more interesting with what other plans we have in mind.

Now for some odd reason, so many people are already bashing against the show, one way or another. Wait for the show to finish its run before placing your judgment on it. Everything else you see beforehand on the flames is essentially clickbait.

FMW: Agreed on all fronts with Jeb here and to parrot what he said earlier that part with the whole reveal of intergalactic travel being real in the Star Wars galaxy made me and Bullet throw our heads back and laugh since Jeb basically made that one shot story with Thrawn and Ezra winding up in the Mass Effect galaxy years ago. Talk about foresight. But yeah, repeating J here, it's only been two episodes. Were they the best? No, fuck no. But was it amazing and groundbreaking? Also no. It was just ok. And only the first two episodes. So let's wait and see the results to come.

Other than that, two down, three to go in the final arc of season 3.

Buckle your seatbelts people, gut punches to go around for next time.

Be sure to check out the art piece that displays Ultron's new form on my DeviantArt account if you haven't already.

Rate Read and Review and as Always Have Nice Day.

And be nice in the reviews… or not and let your sorrow be heard.