Chapter Eight: The Cradle.

In Korea, Doctor Helen Cho was watching on as the Cradle builds up Ultron's next body. She is awed by the AI's genius and actually comments on it: "It's beautiful. The Vibranium atoms aren't just compatible with the tissue cells. They're binding them. And SHIELD or the US military never even thought—"

Ultron snorts. "The most versatile substance on the planet and they used it to make a giant Frisbee. Typical of most of humanity, they scratch the surface and never think to look... within."

Ultron carefully uses a laser to break open the sceptre's blue crystal casing, and a yellow glowing gem that was inside floats out and lands in his open hand. The AI picks the gem up and walks over to the Cradle, once opening it, he places it into the forehead of his future body.

"It truly takes one with great vision to revolutionise and evolve the world." Ultron states. {Back at the Barton Farm}

"I'll take Natasha and Clint with me." Steve decides.

Tony nodded. "Alright, strictly recon. I'll hit the Nexus then join you as soon as I can."

This time, Steve nodded. "If Ultron is really building a body..." he trailed off.Tony sighs. "Yeah, He'll be more powerful than any of us. Maybe all of us, well, except possibly Kara or Barry. But we don't really have an accurate scale on their power levels."

"It's over 9000!" Cisco exclaimed from the living room, making Tony snort.

Steve shook his head. "You know I really miss the days when the weirdest thing science ever created was me."

Nick chuckled. "I'll drop Banner off at the tower. Do you mind if I borrow Ms. Hill?"

Tony blinks. "She's all yours already, why are you even asking me?" he asked.

"As a courtesy." Nick grins.

Steve raised an eyebrow at that. "So what are you going to do?" he asked.

Nick shrugged. "I don't know. Something dramatic, I hope." He replied with a smile, leaving the house after saying that.

-- -

"I'm going to finish re-flooring that sunroom as soon as I get back." Clint tells his wife as he finished putting on a pair of combat boots.

Laura nods. "Yeah, and then you'll find another part of the house to tear apart."

Clint shook his head. "No. It's my last project, I promise." He tells her, kissing her on the head and then lips before leaving the house and walking with his friends to the parked Quinjet.

Thor and Selvig meanwhile enter a secret cave somewhere on earth.

"This is it. The Water of Sight." Erik tells his friend.

"In every realm, there's a reflection like this one, If the water accepts me, I can return to my dream, and find what I missed." Thor says.

Erik nods. "The men who enter that water, the legends don't end well." He sighs.

Thor takes in a deep breath. "I must know what I saw, I know it to be important. I will take the risk."

((Nexus Internet Hub, Oslo, Norway))

Tony smiles as he inputs command into one of the few computer terminals lining the server. "A hacker who's faster than Ultron? He could be anywhere. And as this is the centre of everything, I'm just a guy looking for a needle in the world's biggest haystack."

A female technician raised an eyebrow at that. "How do you find it?"

Tony smirked. "Pretty simple. You bring a magnet. ~Oh, I'm decrypting nuclear codes and you don't want me to.~ Come and get me." He mutters.

{ Back at the cave with Thor and Selvig, Thor is now shirtless in the water.}

"Wake up!" Hallucination Heimdall sneers, slapping thor across the cheek.

Thor's vision changes, and he sees ultron mowing down civilization after civilization. Not content with just the extinction of humanity, but all life in the universe.

Six gems fly into space before him, landing on a nebula that looked like a golden fist. The nebula fades away to reveal a golden gauntlet that fades into chrome, with all six gems glowing bright.

"It is, inevitable." A deep, monotone voice states.

A golden and purple throne is shown to thor, with Steve's shield broken in half, Tony's helmet cracked open, the string on Clint's bow is snapped and Natasha's widow bites are in pieces. Kara's cape is pinned down by a long, double-sided sword. Barry's cowl is on top of a human skull, with his torn flash symbol next to said skull. The world tree is in the background, its branches torn and broken, with no leaves left.

~ - ~ - ~ - ~

In the real world, Erik noticed lightning sparking all over Thor. The Asgardian was grunting in pain and shaking slightly. Eventually he screams out in pain and rage.

Erik runs in, grabs thor's arm and drags him from the pool, where the Asgardian then collapses.

{ In Korea with Cho and Ultron}

"Cellular cohesion will take a few hours, but we can initiate the consciousness stream. We're uploading your cerebral matrix...now." Doctor Helen says, typing on her console.

Wanda smiles softly. "I can read him, well you, He is.. dreaming."

Doctor Cho chuckled. "I wouldn't call it dreams. It's Ultron's base consciousness, informational noise. Soon-"

"How soon? I'm not being pushy." Ultron asks, he knows these things take time. But he had several other projects to get back to.

Dr. Helen Cho: "We're imprinting a physical brain. There are no shortcuts. Even if your gem is helping along the process."

Wanda, reading the new Ultron's mind, sees his plan to not only take over the world, but annihilate the human race and all other life on earth. He was just using her, Pietro, Reverse Flash and the green glowing drone.

Wanda's eyes fill with tears. "How could you?" she mumbles.

"How could I what?" Ultron asks.

Wanda glares at him. "You said we would destroy the Avengers, make a better world!"

"It will be better." Ultron replies.

"When everyone is dead?" Wanda reveals, shocking Pietro.

"That is not...The human race will have every opportunity to improve in the time I give them."

This time Pietro decides to ask the obvious question. "And if they don't?"

"Ask Noah." Ultron deadpanned.

Wanda shakes her head, still reeling from this betrayal. "You're a madman." She tells him.

Ultron snorts. "There were more than a dozen extinction level events before even the dinosaurs got theirs. When the Earth starts to settle, God throws a stone at it, and believe me, he's winding up. We have to evolve. There's no room for the weak." He growls.

Reverse Flash chuckles darkly. "And who decides who's weak?" he asks.

"Life. Life always decides. There's incoming. The Quinjet is coming. We have to move." Ultron replies.

Reverse Flash nods. "Understood"

"Wait you're still going to work with him?" Pietro exclaims in shock.

"I got nothing left, I lost everything and everyone. The only thing I care about now is that Barry Allen suffers. That the flash suffers. If I die after then...so be it." The dark speedster shrugs, cracking his neck as crimson lighting sparks across him.

Sensing the change in the room, Wanda discretely uses her powers to remove Ultron's hold on Doctor Cho.

The doctor powers down her console and stops the upload sequence.

Ultron sighs, shoots Helen with a high power repulsor blast, injuring her and then turns around. Only to find Pietro and Wanda have slipped away.

"Ah, wait, guys come on!" Ultron exclaims.

Reverse Flash bolts around the room, slaughtering the rest of Helen's staff so as to leave no witnesses. He then comes to a stop next to ultron, his hands and arms covered in blood.

Ultron sighs once he sees the speedster is done. "They'll understand. When they see they'll understand. I just need a little more time." He mutters.

~ - ~ - ~ - ~

Steve leaps onto the U-gin research facility roof, having made his way up there after jumping from the Quinjet.

He makes his way quickly to the main research lab, where he is sickened to see dozens of dead scientists and Doctor Cho's office door blown open.

Rushing inside, Cap sees Her in the state she was. "Helen!" he exclaims, leaning down to try and help her.

"H-He's uploading himself into a new body." She tells him, coughing up blood.

"Where?" he asks softly, cradling her body.

"The real power is inside the Cradle. The gem in his head, its power is uncontainable. You can't just blow it up. You have to get the Cradle to Stark." Helen reveals.

"First we have to find it." The super soldier mutters.

Dr. Helen coughs again. "Go."

"No, I can't leave you here." Steve denies.

Doctor Cho smiles softly. "It's fine Steve, please...go save the world."

A blue blur comes to a stop next to captain America. "I've got her, Go." Kara tells him, picking up Cho before bursting through the roof and flying off to the nearest hospital.

~ - ~

Steve's voice comes over the Quinjet's comms. "Did you guys copy that?"

"We did." Clint replies, piloting the jet.

"Emergency Services are on their way for any survivors of Cho's staff. Also I got a private jet taking off across town, no manifest. That could be him." Natasha reports.

"Why didn't we bring Barry again, with him here it would be a lot quicker." Clint muttered.

"He can run but his ribs and left arm are still broken, for now he's out." Kara replied on the comms before picking up speed so as to reach the hospital quicker.

~ - ~ - ~ - ~

Clint notices a U-gin truck speeding on a nearby bridge. It's a truck from the lab. "There, on the bridge below the room you are in, Cap. On the loop by the bridge. It's them. I got three with the Cradle, one in the cab. I could take out the driver."

"Negative! If that truck crashes, the gem could level the city. We need to draw out Ultron." Steve tells them, jumping out of the window and landing on top of the truck.

"No, no, no, no, no. Leave me alone!" Ultron yells, firing a laser beam into the ceiling, just barely missing Cap's front.

"Well, he's definitely unhappy! I'm going to try and keep him that way."

"You're not a match for him, Cap." Clint states as he is flying the jet.

Steve sighs. "Thanks for the vote of confidence Barton."

Ultron unplugs himself from the Cradle and blasts Steve back onto another car as he tries to enter the truck, thankfully though, the super soldier was quite athletic and managed to leap onto the roof of the truck.

"Do you even comprehend what's in that Cradle? I'll tell you, the power to make real change, and that terrifies you." Ultron smirks, trying to get into Steve's head with his words.

The man shrugs. "You got me there, I definitely wouldn't call it a comfort." He replied before going to punch the AI.

They trade blows, with Cap managing to dig his shield into Ultron's chest before jumping on top of it, pushing it further in.

"Stop it!" Ultron growls, tearing the vibranium disc out of his chest before tossing it out of reach.

"We got a small window. Four, three…, give 'em hell guys!" Clint exclaims, opening the drop doors for his teammates.

Natasha drops out of the Quinjet on a Stark and Cisco designed bike and rides towards the truck. On her way, she picks up Steve's shield. "Why is it I'm always picking up after you boys?" she asks jokingly.

"They're heading under the overpass, I've got no shot." Clint tells her over the comms.

"Which way? One thing the geniuses forgot to add to this thing was a GPS." Natasha states with annoyance.

"Save it for the recommendation box, Hard right... Now."

Natasha turns the Bike as he instructed her, causing her to soar over the truck. She drops cap's shield into his hand as she does so.

Once she lands on the other side of the road, she notices that the ultron drones are still inside the back of the truck. They haven't come out to chase her or help Ultron's main body against Steve.

"Clint, can you draw out the guards?" She asks.

"Let's find out." The archer replies, putting the Quinjet into a dive as he curves the plane around a corner and opens fire on Ultron's main body, riddling it with armour piercing rounds.

Annoyed, Ultron commands the two drones guarding the Cradle to attack Clint and take him out of the sky.

The two drones immediately blast out from the back and open fire on the Avengers Quinjet, scuffing the paint job. Barton quickly manoeuvres the plane back into the open air, where the Drones follow after him, taking shots at the cockpit in order to try and kill him.

"I managed to get their attention for the moment, but they will be Heading back towards you once Ultron realizes something is up. So whatever you're going to do, do it now." Hawkeye tells widow.

"Okay, I'm going in. Cap, can you keep Ultron occupied?"

Steve goes to join Natasha, only for Ultron to tackle him and send them both into the cabin of a nearby speeding train. Managing to break free from Ultron's grasp he exclaims: "What do you think I've been doing?!"

Ultron Chuckles at this, tossing a dead passenger aside before brushing some blood off of his chest piece. "Not much to be honest." He tells the super soldier, who just growls and continues to fight him.

Once Natasha enters the back of the truck, she looks over the Cradle and tries to find a way to disable it. As she does this, the two drones which had originally been dispatched to deal with Barton, return and attach themselves to the truck underside, reforming their bodies into powerful thrusters so as to raise the truck into the sky.

"The package is airborne. I have a clean shot." Clint calls out, putting his finger on the trigger of the Quinjet gun button.

"Negative. I am still in the truck!" Natasha says over the comms.

Clint Blinks and quickly removes his finger from the button. "What the hell are you still doing in there!?" he exclaims.

Natasha Rolls her eyes but pulls out a sharp blade and begins cutting at the rope supports that were holding the cradle to the truck floor. "Just be ready, I'm sending the package to you."

Clint narrows his eyes and moves the ship into position below the flying truck. "How do you want me to take it?" He asks.

Natasha grins. "Uhh, you might wish you hadn't asked that."

~ - ~

Pietro bursts through the doors of the train and shoulder tackles ultron through multiple compartments and away from Steve, giving the man a small break.

"Please. Don't do this." Ultron begs his former teammates, truly not wishing to fight them.

Wanda appears beside him, her eyes and hands glowing with crimson energy. "What choice do we have?" She whispers, sending a blast of energy his way.

The AI dodges and breaks through the window of the train, flying off into the sky in the direction of the truck.

"I lost him! He's headed back your way!" Cap calls out as he runs into the compartment the twins now stood in.

Clint curses. "Nat, we gotta go!"

Natasha grabs hold of the cradle and pushes it, grasping on tight as it falls from the back of the truck and into the cargo hold of the Quinjet. As she goes to dismount, Ultron grabs her leg and pulls her out of the jet.

Barton sees this. "Nat! Cap, do you see Nat?!"

Steve shakes his head. "If you have the package, get it to Stark! Go!" he orders.

"Do you have eyes on Nat?" Clint reiterates.

Steve bites his lip. "Ultron took her and disappeared, im sorry."

Barton reluctantly takes off in the Quinjet, heading for stark towers while punching the side of his seat in rage and grief.

"There are civilians in our path." Steve tells the twins. Wanda turns to Pietro and gives him a nod, with that the speedster hops out the train and runs in front of it, pulling aside any potential dangers or civilians.

"Can you stop this thing, ultron shot out the brakes." Steve explains, gesturing to the many blasted holes in the floor.

Wanda holds up her hands and crimson energy appears around the brakes and body of the train, slowly she begins pushing down on the mechanisms of the brakes so as to grind the vehicle to a stop. At the same time she is holding the structural integrity of the train together, keeping everyone on board safe.

Once the train is stopped, Wanda runs off to check on her brother. Steve decides to follow her.

Pietro had never ran so fast and pushed himself so hard in a small amount lf time like that, he was obviously exhausted. ''I'm fine. I just need to take a minute." He gasps out.

Still not entirely trusting, Steve comments: "I'm very tempted not to give you one."

Wanda steps in front of her brother, blocking him from Steve's view. Wanting to stay on topic, she asks: "The Cradle, did you get it?"

Steve Nodded. "Stark will take care of it with help from the star team."

Wanda's eyes widened in horror. "No, he won't."

Steve let out a breath. "You don't know what you're talking about, Stark's not crazy. That's Hydra hogwash you've been taught."

Wanda shook her head. "You're not getting it, Stark will do anything to try and make things right."

Realisation comes over the good captain at that moment. Although tony means well, he usually goes to the extreme when it comes with world safety. One mistake messing with AI and loki's sceptre lead to the mess they were in.

So what would happen when Tony gets his hands on the Cradle, which currently holds an ultron designed body.

"Oh no, Stark, come in. Stark. Anyone on comms?" he asks hopefully, only to get static.

"Ultron can't tell the difference between saving the world and destroying it. Where do you think he gets that?" Pietro points out, making the sick feeling in Steve's stomach get worse.

~ - ~ - ~ - ~

Natasha opened her eyes to find herself laying on a small prison bed, as she looked around she saw she was locked in a barred cell somewhere in a large open cave.

Ultron stood before the cage, clearly finishing up some work on something.

His sensors alert him that she is awake, and so he just talks.

"I wasn't sure you'd wake up. I hoped you would, I wanted to show you something...I don't have anyone else. I think a lot about meteors, the purity of them. Boom! The end, start again. The world made clean for the new man to rebuild. I was meant to be new. I was meant to be beautiful. The world would've looked to the sky and seen hope, seen mercy. Instead they'll look up in horror because of you."

Ultron turns around, glares at the woman and approaches her cell, his eyes glowing a blood red.

"You've wounded me. I give you full marks for that. But, like the man said, 'What doesn't kill me…'."

A large metal claw punches through Ultron's chest, and then another grabs his legs. With a quick pull, the main body of ultron is torn in half like tissue paper.

Revealing a much taller, much bulkier, new Ultron body.

".'…just makes me stronger.'." The more robust looking Ultron finishes, tossing the old pieces aside Like they were garbage.

Natasha looked pale and no words escaped her mouth.

A flash of crimson lit up the area, and a blurring figure comes to a stop in front of ultron. "I got what you asked for, now it's your turn to deliver!" It sneers, putting a glowing slab of vibranium onto a nearby tray. A drone walked up and struck it, causing the vibranium to glow purple for a moment before retuning to its normal metal like state.

Ultron smirks. "But of course my friend. Never say I don't keep my word."

Another drone flies over and lands next to the speedster, holding out a small circular device that looked similar to that of the symbol on his chest.

"Is that a-"

"Tachyon enhancer? Why yes of course. I merely upped the power it can give you and slimmed the design down. You just replace your current suit emblem with this, hold the symbol down for a second and voila! Instantaneous speed boost that will give you a one up on the flash and Mister Maximoff." Ultron chuckled.

Reverse Flash grinned like a maniac, tearing off his old emblem before replacing it with the new, ultron designed one. He then did as the AI had said and gasped.

Crimson and black lightning surged across his body even faster than before. Empowering him with more speed than he had ever dreamed of. "Yessssss! With this, the flash will fall, and his race will come to an end!"

(End of chapter eight)