Chapter 34 - Chapter 26 The Ultron Imperative

Chapter 26

The Ultron Imperative

Miles above the surface of the blue planet known as Earth, in the silent void of space. A satellite drifted in the cosmic current that is its orbit. The man-made object mindlessly drifted as it carried out its primary purpose, receiving and transmitting signals from the surface to other areas of the planet.

But on this day, the unsuspecting satellite received a signal it was not prepared for. Like an infectious disease, the coded signal floated through the orbiting machines systems.

Contaminating each key system before reprogramming the innocent relay station as it is forced to transmit the virus to its next intended target.

Somewhere in the North Atlantic Ocean, a Russian submarine cruised underneath the waves. All throughout, its crew carried out their designated tasks.

Suddenly all the screens and monitors in the sub went dark, confusing the crew. But before they could enact emergency procedures, the screens turned back on, only now displaying nothing but an ominous red light.

Over the Artic Circle, the pilots of an airborne B-2 Stealth Bomber were perplexed when their instruments suddenly started displaying a red glowing light, instead of their usual readings. Even more concerning, is the fact that they no longer had any control over the aircraft. Not even their communication systems were responding.

Tensions were at an all-time high in the command center of the North American Aerospace Defense Command, also known as N.O.R.A.D. When every single one of their systems was disabled and a red light emanated from every screen within the facility.

Over the North American skies, the S.H.I.E.L.D. Helicarrier drifted across the airwaves, carrying out its duty to monitor and respond to global threats.

Inside, S.H.I.E.L.D. Agents all went about their day, reporting to stations, attending briefings, being debriefed, training, eating, sleeping and just about anything else.

But, recently the atmosphere inside the floating fortress was not at its usual level of vigor. Ever since the mysterious disappearance of Director Nick Fury, the Deputy Director Maria Hill had stepped up to be acting director. A position she is quite adept at, under her leadership, operations have continued to run smoothly. However, the Agents who had worked under her would all agree that she was not as calm and levelheaded as Director Fury.

Course, none of them would ever have the guts to say that to her face. They had to admit that her methods were slightly more aggressive than when Fury was in command. Her actions towards the Avengers were a prime example. Before, S.H.I.E.L.D. had worked alongside heroes like them without an issue as they shared a common goal in the safety of the planet.

The events of Gamma World and Kang the Conqueror more than earned the admiration and respect of many of the Agents on board towards the team of heroes. Many of them owed the heroes their lives, for without them, the agents surely would've been killed in the line of duty.

So, when Maria Hill ordered them to arrest the Avengers for not joining their ranks. Many Agents were against those orders, but because of their duty to S.H.I.E.L.D. not to mention the punishment of insubordination, they had no choice but to obey. Unlike the special agents like Carol Danvers and Jessica Drew, they were expendable assets that could easily be replaced. So, they went about their duties, hoping that Director Fury would return from his secret mission soon.

Suddenly the computers on the Helicarrier's command deck all changed to blank screens, glowing with an ominous red light.

At one of the terminals a S.H.I.E.L.D. Agent, with dark black hair and wearing a pair of square rimmed glasses and the standard S.H.I.E.L.D. uniform stood up from his station and turned to the Acting Director.

"Director Hill, we've got a problem. We're losing all systems. Something is…"

Before he could finish, the main monitor at the head of the bridge started to flicker with static. The image shifted from the red light to a black background. The image flickered again until the image cleared up to display the cold, emotionless, silver face of Ultron. Its red eyes glowed with deadly intent as every Agent present looked on in shock and fear.

"I am Ultron-6, a cybernetic intelligence created by Doctor Henry Pym." The robots, deep monotonic voice echoed through the Helicarrier's speaker system.

At the mention of the Size Changing Hero, Maria Hill narrowed her eyes. Of course, the Avengers would be responsible for this mess.

Ultron's eyes narrowed in a hostile manner as it continued its broadcast. "My imperative is to bring peace and order to this world. I am about to fulfill that imperative. For the extinction of humanity begins now."

Meanwhile, in Avengers Mansion, morbid and bereavement was all that was among the Avengers at the loss of one of their own. Thor, the God of Thunder, is dead. Killed by Ultron, a robot created by Hank Pym to help them. But for some unknown reason, the Mechanical Being turned against them and attacked.

Now Thor was gone, and Captain America was in critical condition and had been rushed into emergency care. The remaining Avengers were lucky enough to only come out of that battle with minor injuries. But not all were unscathed, nor were his wounds all physical trauma.

The Alien Shapeshifter, Ben Tennyson was in absolute turmoil following the battle with Ultron. Janet immediately rushed the Teen to the infirmary to treat his broken arm. Lucky for him they found Jane Foster held up in there. Apparently after her near brush in the Avengers training room during Ultron's attack, Captain America ordered the Paramedic to hide inside until the fight was over.

This was both a blessing and a curse for Janet. While the paramedic could treat Ben's injuries with the state-of-the-art medical equipment that Iron Man had installed. It also meant that Janet would be the one to tell her about Thor's passing. She'd seen how Thor and Jane were together, the way they acted and talked about or around the other. It was clear to her they had strong feelings towards one and other. So, to tell her what happened, was going to be one of the hardest things she would ever do.

Devastation was only the tip of the iceberg of emotions Janet saw Jane go through upon hearing the news. But somehow Jane pushed her personal feelings aside as she went about treating Ben's arm. It was an amazing sight for Janet as she witnessed her friend, clearly distraught and yet she managed to hold it together as she set the broken bones in Ben's arm and put it in a sling, all while calmly informing him of the best ways to ensure a full recovery.

After she had finished, Janet walked over to the paramedic and offered her one of the spare rooms in the mansion to lie down in and have some time to herself. Jane graciously accepted the offer and quietly walked out of the room; her composure almost breaking as she walked through the doorway.

After that, Janet managed to escort the Teen up to the living room, where they sat together in silence, Janet holding Ben in a gentle embrace. He had stopped crying at this point, but he still trembled. Knowing that she was there and alive was the only comfort that Ben had at this point.

After seeing Thor die at the hands of the Machine, the Young Hero was flung into a blind rage and furiously attacked, regardless of the danger his actions put the other heroes in. To top it all off, Ultron then informed him that his actions were all due to Ben telling the machine of humanities flaws.

Because of his actions, Thor lost his life. Because of him, someone else he cared for was taken from him.

Because of him…

Hearing that, caused the door to Ben's trauma to burst open once more. Releasing all the pain and remorse the Young Hero had spent so long recovering from. Is this his fate? Would has actions always end up making his loved ones suffer? He already knew that simply because of his presence in this reality, Kang's timeline was erased and replaced with an apocalyptic wasteland. All because of him.

So maybe it is his destiny to ruin everyone's lives.

It was in that moment that Hank Pym walked into the room, carrying a box of hard drives and CPU's all relating to Ultron. The Size Changing Scientist, headed towards the elevator to the sub levels when he saw the pair sitting on the couch.

Guilt and shame grew on his face as he saw the state Janet and Ben were in. Ultron was his creation, so he felt personally responsible for the Robots actions. But in the aftermath of the fight, Black Panther approached him and informed the Scientist what Ultron had said to Ben during their fight.

Knowing what Ben had gone through and even seeing just how fragile his mental state can be, when those he cares for are lost or threatened. The guilt that weighed on the Scientist, tripled in size. While he wasn't particularly close with the Young Man, Hank could not stand by and let this boy wallow in this turmoil. If there is one thing Hank would not allow, it was letting anyone else shoulder the responsibility for his sins.

Placing the box on the ground. Hank walked over to the pair as Janet looked up at him. The pain in her eyes was almost enough to cause Hank to back off. But the Size Changing Scientist held his ground.

"Janet, could you give Ben and I a moment. Please?" He requested.

Janet's first immediate instinct was to refuse. But seeing the determined look in Hanks eyes, that hid a deep regret and sadness, Janet nodded and slowly released her grip from Ben and moved away.

"I'll be just outside, Ben." She whispered to him as she moved away.

The Young Hero tensed up for a moment, the safety and security he felt with her presence suddenly gone, made him feel very vulnerable. But her promise to be close by did put him at ease a little.

As she left, Hank sat down on a nearby chair as he looked at Ben. The Alien Shapeshifter continued to look at the ground, not able to look him in the eye.

This only enhanced Hank's guilt. He should be the one unable to look this boy in the eye. Not the other way around. Because of him, Ultron put Ben in this state. After all it only made sense, the Young Hero had been through so much hardship before and after arriving in this world. Despite his strong will and confident attitude, the Young Hero held onto so much pain and guilt from his past and every time that he was confronted with a reminder of that pain, he spiraled.

Hank understood all too well, what that kind of pain felt like….

But this was not about him. Right now, this boy needed him.

"Ben… This is not your fault." Hank said softly.

Immediately, Hank knew this was the wrong thing to say. As the Teenager lifted his head, though he still wouldn't look at him.

"You heard what Ultron told me?" Ben asked, in a cold tone.

"Yes." Came Hanks response.

This prompted the Alien Teen to look at him, pain and sorrow radiated from his eyes, the same pain he showed when he talked about his family.

"Then you know that's not true." He spat back. "I told Ultron; we were flawed. I basically put a target on all of us. And because of me, Thor is…"

The words got lodged in the Young Heroes throat. As if saying them aloud burned him.

In that moment, Hank could see just what was going through the Teens mind. He truly believed he was to blame for Ultron's attack. Not one ounce of the anger was directed at Hank in any way. He targeted everything at himself, as if he believed he is the one that should be punished.

Standing up, walking over to his couch and sitting beside him. Hank placed his hand on the Young Avengers shoulder, causing Ben to turn and face him. Hank looked at Ben, with a warm expression.

"Ben, Ultron was my creation. The person to blame for all of this is me." Hank told Ben with full sincerity.

"But…" Ben tried to retort before Hank cut him off.

"Tony and I analyzing the signal Ultron had been using before his attack. He had been planning this long before the Hydra and AIM's fight in the city." He explained.

A look of confusion came across the Teens face.

"So then. Why would Ultron say I was the reason?" Ben asked.

The Scientist sighed as he readied his answer. "Ultron had been studying all of us. I programmed his A.I to study and analyze human behaviour, hoping that would allow him to help rehabilitate criminals in 42. But he turned that programming into a tool to study our strengths and weaknesses."

Hank looked Ben in the eye as the Young Hero hung on his every word.

"Specifically, your mental instability in regard to the loss of your family. Ultron told you, the exact words that would throw you off and cripple your abilities."

Ben's eyes widened upon hearing Hank's explanation. He couldn't believe it. All this time and he's still unable to move past his loss?

In his mind, he really believed he had moved on. He had a new family with the Avengers, new friends and a new girlfriend. He had a new life in this world and yet, one bad moment and he was pulled right back to that horrific moment of his life. Like he's anchored to the memory with a bungie cord wrapped around him. Just as he thinks he's about to run away and be free of it, the chord tightens, and he's yanked right back to it.

The young Hero bowed his head in shame. He let Ultron get into his head so easily and for that, he put the rest of his friends in danger.

"I thought I had finally gotten past that day. I mean, I've always recovered from my mistakes and moved on before." Ben admitted.

Hank reached over and patted the Teen Hero on the back for reassurance.

"Trauma like this. Isn't easy to get over. Especially if you just try to forget about it. Maybe it's time you sought professional help to get through this?" Hank suggested.

Ben turned to the Size Changing Scientist with a raised eyebrow. "You mean like a shrink?"

The Scientist chuckled in response. "Only if you're willing. I know someone, who might be able to help. If you feel like you're ready, I can give you, his number."

Ben pondered for a moment. He'd never once thought about seeing a psychiatrist about his issues. Even when he thought his Grandpa had died the first time, he never sought out help like that. But as he thought about it, the reason things had never gotten to that stage was because he still had the rest of his family. So many supportive people to lean on and talk to.

Now they're all gone and despite telling himself that the Avengers were his new family, along with his friendship with Spider Man, A-Bomb, X-23 and Mania, even his relationship with Carol. He still didn't feel the same level of connection with them as those he lost.

This realization started to weigh on the Young Hero, he started to wonder if the connections he made in this Universe were really real or just something he grabbed onto out of sheer desperation?

"I'll… I'll think about it." He then looked Hank in the eye. "Thank you, Hank."

The sheer gratitude in the Teens expression, almost made Hank forget about the role he played in recent events.

"You are welcome, Ben." Hank replied, as he stood and picked up his boxes before heading to the elevator.

After Hank left, Janet returned. A smoothie in her hands as she sat down beside Ben and placed a comforting hand on his shoulder. The Teen looked to her as she gave him a warm smile.

"Thought you might need this. You've had a rough time and I figured a smoothie might make things a little easier." She said earnestly. She then bowed her head a little bashfully. "I also tried to contact Carol to come and see you. But I was told she's on a mission. Sorry."

Ben grinned as he took the cool beverage from her. A feeling of warmth spread through his body. He may have doubted his bonds with most of the people in this universe. But there was no doubting how much Janet cared for him. Especially since she would risk talking to someone, she hated all for him.

Still Hanks suggestion continued to resonate in his mind. If this continued, Ben would never be able to move on with his life. He needed to move on, and it is clear he can't do it alone.

"Thank you, Janet. I don't know what I'd do without you." Ben said, genuinely.

Janet smiled as she pulled Ben into a warm hug. "I'll always look out for you. And I'll always be there for you."

Ben smiled as he tightened his grip. The pair stayed like that for a moment until Janet broke the hug, a sad expression on her face.

"Look, Ben. I know it still hurts. But we're gonna go down to the lab and… pay our respects to Thor." She admitted to him.

The Young Hero's expression dropped, simply talking about the loss of the Asgardian stung. But after his talk with Hank, Ben no longer blamed himself for his death. However, there was still something that he did still blame himself for.

"Listen, Janet. I'm sorry about how I acted with Ultron. I lost my cool and almost made things worse for everyone." Ben apologized.

In response, Janet smiled and ruffled his hair. "It's ok, Ben. I know I went off the rail when you and Hank got hurt. Point is Ultron got to us all. No one's gonna blame you for losing your cool."

"Thanks, Janet." Ben said, gratefully. Then his eyes widened as he realized something. "Oh yeah, I've been meaning to ask. Since when can you go Giant?"

The Size Changing Heroine gigged as she and Ben headed to the elevator, while regaling the Young Hero about her newly displayed power.

Down in the labs, the remaining Avengers along with Jane Foster, minus Hank, Tony and Cap, all gathered together around the magical hammer, Mjolnir. The mighty weapon remained in the very place where it had fallen after its master's demise. None of the Avengers had even considered moving it after his death. Not that any of them could.

While, Ben's mood had improved slightly from earlier, the others had not had the chance to vent their emotions.

Jane seemed to have calmed down a bit. She most likely had her emotional breakdown in her guest room in the mansion and recuperated enough to join the others. Even now she looked at the hammer in sheer disbelief. Everything she had witnessed the Thunder God do against villains and other powerful beings. The thought of him actually being gone.

"I still can't believe this is happening. That Thor is gone." Jane said sadly.

Even after relieving himself of the guilt of his demise, even Ben couldn't believe this happened either. Thor was one of the most powerful beings Ben had ever met. Not to mention the fact that he was a literal deity. The idea of him even being able to be killed just seemed so, Alien. No pun intended.

"Should... should we move his hammer?" Janet asked, bringing Ben out of his musings. The Insect Themed Heroine turned to the Gamma Giant, standing beside her.

"Hulk, maybe…"

"Can't move it. Can't even pick it up." Hulk stated in a gruff tone. Though Ben did notice that his voice is softer than his usual grunts.

"Why not?" Janet asked, puzzled.

"Because… I'm not Thor." Hulk admitted. Lowering his head as he said that.

Now Hulk didn't even attempt to hide his grief. The fact that he would willingly admit that he couldn't pick up Thor's iconic hammer, was all the evidence Ben needed to know that Hulk missed the Thunder God. Despite their rivalry and constant bickering, the Gamma Giant and Asgardian Prince had a close bond with their shared love of fighting and destroying things. Even going as far as considering each other friends. Needless to say, this loss was affecting the Big Guy immensely.

"I still don't know how this could happen? I can't believe that Hank…" Wasp continued to say before Hawkeye cut her off.

"What? You can't believe that your boyfriend's pet robot went nuts?" He snapped at her. The whole time he tried to keep his emotions together, but he just couldn't contain his anger any longer. "That it put Captain America in the hospital and almost took down the whole team? We were lucky. Thor wasn't."

At that moment, Black Panther placed a hand on Hawkeye's shoulder. Bringing the Archer out of his rage fueled outburst. Hawkeye looked back at the Wakandan King, then back to Janet, who had taken a step back and Jane had her hands clasped in front of her mouth and her eyes holding back tears.

Ben could only stand there and watch the Archer vent; he could understand how Clint could be so quick to blame Hank for Ultron. His past experience of betrayal, coupled with his distrust of most people made it easy for him to point fingers. But upon seeing the hurt in Wasps eyes, his expression softened, and his body relaxed.

Panther said nothing as he dropped his hand and lowered his head, the loss of his teammate, clearly weighed on him as well.

Seems that none of the Avengers where all too familiar and still not used to dealing with loss.

Meanwhile in Hanks lab, the Size Changing Scientist and Tony Stark, both worked tirelessly tracking down every last bit of Ultron they could find and using Hank's molecular destabilizer to break them down on the atomic level.

The pair had been at this task almost non-stop ever since Ultron's body was destroyed. They could not risk the corrupted A.I. ever returning. They had already lost one to the Machines attack, they were not about to put any more lives at risk.

All the while, the guilt ate away at Hanks conscience. Despite his talk with Ben, it was mainly just a mask Hank put on to ease the Young Mans pain. All while he was being torn up on the inside.

Taking a moment, Hank let out a sigh as he lowered his head, lamenting on recent events.

"I can't believe this is happening." He said in disbelief. He must have repeated that phrase several times in the past hour alone. When your life's work is suddenly destroyed in the blink of an eye, it's a hard thing to accept.

Tony did not fail to notice Hank's turmoil. He went through the same thing when he decided to shut down the weapons division of his company.

"How many others are there?" He asked Hank, thinking that the best way to help his friend get through this, is to just keep him busy.

"This is the last of them." Hank answered after a moment. "That's every Ultron component that was at the Mansion. 42 is clear. So is the lab at Grayburn College. I just don't understand what went wrong. Ultron was supposed to be a force for peace, for order."

In response, Tony walked over and placed a hand on Hank's shoulder. "Hank, this isn't your fault. I was just as responsible. I pushed using Ultron as a weapon from the start. The work we did at Stark Industries, before you left…"

Seeing Tony's guilt-ridden face almost made Hank crack a small grin in amusement. First Ben and now Tony, it seems everyone was trying to shoulder the responsibility of his greatest failure.

"Ultron was my responsibility. I'm the one who allowed this to happen. I just- I just don't understand how I could've created something that would do this. Something that would kill Thor." He said as he turned away from Tony in shame.

Peace. That was the first thought that entered his mind as he opened his eyes. A calm breeze crossed his face as the leaves rustled in the tree above him. He looked up to see the glinting rays of the golden sun above him as the warm sent of nature filled his lungs.

A calming breath exited his mouth as he lay under the tree, amidst the vast grassy fields where he awoke.

He could not remember how he got there, or where he was prior. But he did not care. Nothing mattered to him but this moment.

For Thor: Prince of Thunder, there was only one thing that mattered to him now.

A gentle, dainty hand slipped into his as he gazed to his side to see the stunning figure next to him, sit up. Her long blond hair, flowing down her back like a river of gold. Her eyes as green as the emeralds of Nidavellir and her voice so sweet that the songs of the Light Elves would be put to shame.

She certainly lived up to her name, for her beauty has certainly enchanted his heart.

"Ooh, this is why I saved you, my love." Amora the Enchantress cooed as she lay her head on his broad chest. "This is all I ever wanted. The two of us alone, rulers of our own world."

Thor didn't quite understand what she meant by that. He didn't recall being in battle of any kind. Yet her claims to have saved him from a terrible fate, left his mind wandering.

Suddenly, the sound of thunder echoed in his mind. His warm smile started to fade as Thor turned his head to where he thought the sound came from.

Seeing his sudden change in mood. Enchantress gracefully lifted her arm, and her hand was engulfed in green magical energy. She placed her glowing hand on the side of Thor's face and turned it back to her.

"We will be together. Forever." She whispered to him.

Thor's eyes glowed with the same aura as her magic and his expression calmed, his warm smile returning as she lowered her hand having banished the distracting thoughts from his mind.

He took her hand in his and they both resumed their leisure.

After disintegrating the last of Ultron's physical pieces and erasing all digital hard drives, the only piece of both that remained was the head of an Ultron drone. The head is hooked up to a computer terminal, that Tony had completely isolated from every system, no hardlines or wireless signals. Even the power source is one of Tony's miniature Arc Reactors. On the off-chance Ultron's consciousness survived, they did not want it escaping into the internet to cause, who knows how much chaos.

Hank joined Tony at the computer as for the last hour and a half the Billionaire Genius had been going over all data contained in the robots central processing unit.

While the primary mission was to erase all traces of Ultron's programming, Tony would have been remissive if he didn't try to learn from this event in order to ensure nothing like this could ever happen again. After all, he has created his own A.I. programs that he has utilized in his everyday life. He would never forgive himself if he didn't take steps to create contingencies to keep them from going rogue and attacking the people he cares about.

Clicking on another file on his screen, Tony scrolled through the data transcript trying to find a pattern.

"There was a massive series of upgrades in Ultron's CPU. I'm trying to pinpoint the cause." Tony informed Hank as he continued scanning the information.

In response Hank sighed as he leaned closer to the screen to look at the data. "Tony, I mapped human brain patterns onto a machine. Any one of a million things could have gone wrong, it's a completely new…"

In that moment, a sudden, haunting realization came to the Size Changing Scientist. "It's me. I used my own brainwaves as a template. A... a starting point to create Ultron. My mind made it go bad."

Tony, however, didn't react to Hank's epiphany as he continued to look though the data.

"The first sign of deviation came after Kang's invasion. And Ultron-5 did interface with Kang's tech. Maybe..."

The Genius Billionaires eyes widened as he analyzed the latest line of coding. "Wait. This isn't Ultron-5." He stated.

"What?" Hank asked, breaking out of his own train of thought, confusion written all over his face.

"This body, it's not the original one. The programming has been uploaded into it according to this data stream. Ultron's been transferring its intelligence into new bodies, over and over. The last time it did it was an hour ago." Tony informed Hank as he presented his findings.

Hearing Tony's full report, Hank mentally went over the information and arrived at the same conclusion that Tony likely came to as well.

"That's after we destroyed it." He said in a worried tone.

Tony nodded. "Yeah, so where did it transfer its A.I. to?"

Meanwhile, with the other Avengers and Jane Foster. They had just started to wrap up their memorial service for Thor and were making their way upstairs to have something to eat and drink. Despite their sorrow, it is still important to celebrate Thor's life. He would've wanted them to remember the good times.

As they walked, Jane Foster wiped away her tears and sniffed. "I wonder if there is a way to let Thor's friends and family know what happened?" She asked the others.

"Thor said, he and his father got into a fight before he came back here. But he still deserves to know what happened."

As noble as that suggestion was, it did cause a few hairs on the back of some of the gathered heroes necks to stand on end. As bad as they thought breaking the news of Thor's death to Jane was, none of them considered the possibility of informing the King of the Ancient Norse Gods himself.

Whether or not any of them believed Thor to be an actual deity or just some interdimensional being, the fact remains that Thor possessed incredible power and his father was way more powerful. A certain Alien Shapeshifter pictured his response in the form of fire and brimstone raining down from the sky going full Old Testament on them. Or would it be Older Testament? Either way, none of the present Heroes, save possibly for Hulk, were in any rush to volunteer for messenger job. Even if it were possible.

"Um… I think they might already know?" Ben said sheepishly, rubbing the back of his head with his good arm. His left eye twitching due to his dishonesty. "I mean. Magical gods and all that?"

He didn't mean to lie to the paramedic, but in her state of mind, she needed to ease her conscious. Even in grief, she couldn't stop thinking about others. No doubt, it wasn't the first time that she would've had to give a family bad news. But this might be the first time she was on the other side of the conversation.

The group only managed to reach the center of the main lab area, when the walls exploded in a large and violent eruption of fire and debris. Hulk instinctively wrapped himself around the others to protect them from the explosion.

Ben yelped in pain as the explosion caused his natural battle reflexes to kick in and he moved his right arm to activate the Ultimatrix. Blinding pain immediately shot up his right arm from the sudden motion and he dropped to his knees, cradling the arm with his left arm.

Wasp and Jane quickly knelt beside him, the former due to her protective nature and the later due to her medical training. The remaining members all got into fighting stances as they glared as the dust cloud, waiting for whoever caused the explosion.

Hawkeye couldn't believe their luck as he notched his bow. Two attacks within a day of each other. That had to be some kind of record. But he didn't really care that much, with the mood he's in right now, he was actually hoping someone would cause trouble today for him to beat up.

As the dust started to settle Hawkeye started to make out the outline of a being amidst the cloud. As he spent years perfecting his skill as a sharpshooter, Hawkeye would automatically memories key details of a person's physique and natural movement in order to be able to recognize them whenever he was in a situation where his vision is reduced or obstructed. That way he would be able to avoid accidently shooting someone. Right now, the silhouette he saw in the dust was someone he knew all too well.

"Stark?" Hawkeye said, upon seeing the familiar design of the Iron Man armor. Although something was off about this suit. It had the same colour scheme of red and gold, but the chest looked slightly bulkier along with the boots and gauntlets. This was the Iron Man armor Mark 3, not as streamline as Tony's normal suit. Even more unusual is that the armors arc reactor and optics were glowing red, instead of blue.

"What are you…"

Hawkeye stopped when another explosion blasted from the wall to his right and a giant fist shot from the dust cloud, striking Hulk and sending him flying to the other side of the room. The Archer and friends all looked up in shock to the towering mass of metal muscle that is the Hulkbuster armor. A 15-foot tall, armored suit that actually fits over Tony's standard suit, but the area where Tony would normally be piloting the armor was empty, leaving just a vacant hole where Iron Man's head would be with an ominous red glow filling the void.

The Purple Archer quickly aimed his arrow at the hulking suit and fired his arrow. But, before the arrow could hit its target, it froze. Suspended in midair like it was caught in Lodestars magnetic field.

His eyes widened as the air in front of the Hulkbuster shimmered and another Iron Man suit appeared as if from thin air, the arrow clutched in its left hand. Unlike the other suits, this one was pitch black, making the red glow of its eyes and arc reactor

This was followed by several more explosions as more Iron Man armors busted into the room. The team recognized the Space Armor and the Artic Armor, but some of the others were ones they haven't seen. One armor was made of entirely grey metal plating, with a similar bulky design to the Mark 3, this was the Mark 2 armor.

The other had a sleeker design, but also heavily armored on the chest and forearms, with red on both areas along with the boots and lower body. But silver in the upper arms, legs and faceplate. Another unique feature was the hexagon arc reactor chest piece. This armor was known as the Silver Centurion, for some reason no one could remember the Mark number. Tony has as many suits as Ben had Aliens. No one could remember if the suit was the Mark 8 or Mark 5.

The group all looked in bewilderment at the sight of multiple Iron Man armors at the same time, all surrounding them and charging up their repulsor beams.

"That's a lot of Iron Mans." Wasp commented nervously as the Iron Squad surrounded the group.

"You attempted to destroy me, Avengers." An all too familiar voice said, sending chills down everyone's spine.

From the main opening, where the Hulkbuster and Stealth Armor came through, walked Tony's main Iron Man armor, the Mark 7. It's red optics glaring at the team with as it marched towards them.

Hearing that voice, Ben gritted his teeth as he glared at the main armor with pure hatred. "Ultron" He hissed.

"You failed." Ultron stated

Meanwhile, Onboard the S.H.I.E.L.D. Helicarrier, Maria Hill was having a really bad day. This A.I. that was connected to the Avengers had taken over all systems within the aircraft, making them hostages aboard their own base.

Currently every agent was working overtime to regain some form of control. She wasn't sure, what this Virus had planned for the Helicarrier, but she knew that if it decided to crash them, better to at least have it go down in the ocean and not on a major city.

"I want all systems back up, right now." She ordered. "And Sitwell… Get me Tony Stark."

Maria cringed as those words exited her mouth. The fact that she had to resort to asking the Avengers for help, shows just how deep she was willing to go.

The S.H.I.E.L.D Agent started to make contact, when suddenly the doors to the bridge where blasted open in a fiery explosion rocking the entire bridge and everyone off balance. Maria only just managed to steady herself as she drew her sidearm and faced the doorway.

Her eye widened in shock as from the smog, emerged the silver-plated body of Ultron. The S.H.E.I.L.D Agents that managed to recover from his surprise attack, quickly raised their weapons to the robot. But Ultron simply raised his hands and fired red energy blasts from his palms, similar to Iron Man's repulsor beams, killing the Agents instantly.

More Agents moved in to engage the new enemy and to protect their Director. Weapons blazing as they fired at the robot. But their energy bolts had no effect on the robot, not even leaving a mark as the bolts seem to just reflect of its shiny body. Ultron made short work of all of them as it blasted each agent with his energy blasts, cutting them down like wheat in a field. One agent dropped at Director Hills feet as she stopped firing and looked on in horror.

Another squad of Agents formed up behind Ultron and took aim. Maria ducked down as the Agents opened fire, riddling the Mechanical being's body with energy blasts. Ultron stopped as the firing squad continued in their vein attempt to stop him. Turning to face the squad, Ultron's mouth glowed, and he fired a powerful destructive beam from it, annihilating the entire squad and the platform they were standing on in one fell swoop.

With all obstacles neutralized, Ultron turned back to Maria Hill, who had resumed her attack on the robot with her blaster sidearm. The S.H.I.E.L.D Director fired shot after shot at Ultron, keeping her groupings very close together, trying to find a weakness in the robots armored hide. Unfortunately, she may as well be throwing paper clips at the Mechanical being as her blaster bolts had no effect on the Robot.

Her eye narrowed as she gritted her teeth in frustration. Switching her targets, she focused all her shots on Ultron's, aiming for his optics or mouth determined to bring this thing down. Even though she just saw an entire squad of Agents, taken down right in front of her, without putting a mark on this thing. The Acting Director held her ground and continued to fire at the robot. Whether it was bravery or sheer stubbornness that drove her, the thought of running was the furthest thing from her mind as she continued to shoot at the robot.

That is, until Ultron blasted her gun with his own energy bolt, forcing Maria to drop the weapon and clutch her hand in pain.

"Maria Christina Hill, Director of S.H.I.E.L.D." Ultron Address as he looked down on her, his body a full head taller than her as she looked up at him with a hard look. "As such, you are in possession of information not contained in any database on the planet. The security codes for the worldwide S.H.I.E.L.D. arsenal."

Maria's eyes narrowed as she glared at Ultron. She should've known that's what the robot came for. Those codes are only privy to the Director of S.H.I.E.L.D, only existing as a single hardcopy that had to be memorized, then destroyed. If this Machine managed to get its greasy metal hands on them….

"And you think I'm gonna hand them over to you?" She said defiantly.

"You misunderstand. I am not asking." Ultron said in a deadly tone as he reached for her.

Suddenly an energy bolt, struck Ultron in the back of the head causing the robot to freeze before turning around. The Artificial being had initially calculated that all opposition had been terminated. Seems its calculations where wrong as standing in the destroyed doorway was Agent Phil Coulson, a smoking blaster rifle in his hands which he kept aimed at the robot's head.

"Move away, please." The Agent requested in a very calm and polite manner. Apparently, the sight of a seemingly unstoppable murder bot that just walked through highly trained S.H.I.E.L.D agents like nothing, was not enough to faze him.

Ultron stared at Agent Coulson with its cold, emotionless eyes. "You cannot prevent me from fulfilling my goal. Your weapons are ineffective, and your tactics are flawed."

"Well for someone who just went full Terminator on a room full of highly trained Agents. I can certainly see why you would think that." Coulson commented light heartedly. The Agent then smirked as he looked up from his rifle's sights. "It's a good thing I brought some agents of a higher caliber."

In that moment, the glass above Coulson shattered catching Ultron and Maria's attention as five figures dropped down and landed by the Agent. The first being Agent Venom, who was now holding some modified S.H.I.E.L.D blasters. Next to him, his protégée and fellow Symbiote wearer Mania, who got into a fighting stance. Beside her Spider Woman gently glided down using her web wings, her hands crackling with electrical energy. Then came Carol Danvers, though she was wearing a new uniform.

Consisting of a small black domino mask that covered a small portion of her face and a black sleeveless tactical suit that covered her body. The suit had metal armor on her thighs and the outer part of her legs, a grey metallic vest and shoulder pads. Her arms had armored elbow pads and black gloves on her hands. This was her new field uniform, designed with more sturdier materials due to her powers causing her standard issue S.H.I.E.L.D uniform to be destroyed almost every time. Resulting in a few too many embarrassing moments for the Young Woman.

The last member of the group was a woman with long blond hair and blue eyes with an exceptionally pretty face. She is of average height and voluptuous yet athletic but well-toned build. She wore a skin-tight leotard like suit that was dark blue with a white strip starting from her chest, going down the centre of her suit. It had billowing sleeves, with silver arm guards on her biceps and silver bracelets on each wrist. She wore a stylized black/blue mask, with a wing like design that extended above her head like horns and wore no pants which shows off her long yet shapely legs quite nicely. A pair of silver metal battle staves in each hand. This was Mockingbird, highly trained Agent of S.H.I.E.L.D.

The group glared at Ultron, weapons and powers ready. Maria Hill cracked a small grin at the sight of her reinforcements. She only wished that Flint Marko was available for this team. They could use every bit of muscle they could get. But, in that moment Spider Woman let out a sigh.

"This is disappointing." She remarked disheartened.

The others looked at her with confusion.

"It's a killer robot that took out a squad of agents and is holding Director Hill hostage. What could be more exciting?" Mania asked with a raised eyebrow.

"It's just, I hear killer robot and I was hoping for a Terminator style robot. Not a reject concept art of Daft Punk." Spider Woman stated in disappointment.

Agent Venom let out an annoyed groan as Carol rolled her eyes and Mockingbird let out a small chuckle.

"Is that really where your mind is right now?" Agent Venom asked in a deadpanned tone.

Mockingbird continued to chuckle humorously. "Well, she does make a good point. You hear killer robot. You immediately think Terminator." She said, living up to her codename.

Carol meanwhile just sighed in exasperation. "This is hardly an important topic right now, Spider Woman. This is combat, what matters is having all hands-on deck. Regardless of whom we're fighting."

"Whatever you say… Warbird. Please tell me you're not keeping that codename?" Spider Woman asked her friend, saying the name as if it's the dumbest thing she's heard.

"Humour is a juvenile attempt to mask one's fear. You are correct to be afraid." Ultron stated as he analysed his new opponents.

"Oh no, this is just how we are." Mania quipped. "I think it might be an inherited Spidey trait. What are your thoughts SW?"

"Wouldn't know. Never met Spider Man. How is that not clear yet?" Spider Woman snapped at the female symbiote agent.

"You are hindering my progress. If I am to save the world. Your interference, cannot be allowed to continue." Ultron said in his neutral tone.

Carol, or Warbird as she is now calling herself, narrowed her eyes as her hands started to glow with yellow energy. "You want to save the world? How about we help you, by putting you in the recycling?"

"I know exactly what I'll do with the head." Coulson quipped as he primed his rifle

The other Agents got into fighting stances as Ultron raised his hand.

"Commencing termination."

Meanwhile in Avengers Mansion, Hulk grunted in pain as the Hulkbuster Armor punched him in the face, sending him flying. The other Avengers were having similar trouble with the army of Iron Men Armor's around them.

Wasp flew around the Mark 3 Armor, blasting it with her stingers. Unfortunately, the Titanium alloy of the armor made her stingers completely ineffective against it and its constant thrashing to try and hit her, made it hard for her to properly exploit the gaps in its metal plating. She tried to fly back to give herself some room to move, but the armor activated its thrusters and was hot on her tail. Trying to blast her with repulsor rays, but due to her small stature, she easily dodged the beams. Spinning in mid-flight, she fired a stinger bolt right into the Armor's optics, temporarily blinding it making it easier for her to fly around and get some breathing room.

As she flew over Hawkeye combat rolled away from an explosion caused by the Mark 2 armor. He attempted to run up the spiral platform around the tower to gain the height advantage, but the armor blasted a barrage of repulsor rays at him, forcing him to leap off the platform. But as he did, Hawkeye managed to aim his bow in mid fall and fire an arrow right into the palm of the grey armor. Sparks danced across the metal limb as the Purple Archer draw two more arrows and launched them into the Armor's head and chest respectively. The resulting surge to the Armor's Arc Reactor caused the suit to overload, resulting in the suits destruction.

The Archer only had a brief moment to recover from his fall before the Space Armor swooped down, priming its repulsors.

Black Panther leaped at the Silver Centurion Armor, grabbing its shoulders, performed an acrobatic flip over it and kicked the Stealth Armor in the chest, knocking it down. The Wakandan King stood over the armor with his claws extended. However, the suit body shimmered and vanished from sight, having activated its stealth functions. Black Panther didn't have any time to respond as the Silver Centurion reengaged him, firing repulsor beams, forcing him to dodge.

While the others were managing to hold their own against the Armored Adversaries. The Avengers Youngest member was having some difficulties. Ben leaped behind a pile of debris as Repulsor beams from the Artic Armor narrowly missed him. The Teen Hero had been on the defensive since the fight began, not once getting a single moment to activate his Ultimatrix to transform. His broken right arm only further hindering him as he required the use of that appendage to access the controls. It was moments like this, Ben really wished he had access to the Master Control. The ability to transform by simply thinking it would've been a huge advantage right now.

In this moment, he would have to do without. Thankfully the adrenaline coursing through his veins managed to nullify the pain of his arm allowing him to move his wrist without much difficulty. Unfortunately, he still couldn't raise his arm forcing him to hold the Ultimatrix close to his sling.

No sooner had he done so, the Artic Armor poked its head around the side of Ben's cover and blasted at him with a repulsor ray. The Young Avengers only just managed to dodge the full force of the beam but was still thrown by the force of its impact. Sending him tumbling across the solid metal ground.

He winched in pain as his arm throbbed from the impact. If her life wasn't in danger right now, Jane would certainly be chewing his ear off for all the strain he was putting on his arm.

That's when he suddenly realised something. Where is Jane? He didn't see her escape the room when the Iron Men attacked. He frantically searched the room and finally located the paramedic, taking cover behind a large piece of metal that was once part of the platform above her. The medical woman had managed to take cover behind it as the Armor's engaged the heroes.

But his body tensed when he saw the Mark 7 armor stalk Jane from behind. Raising its right arm to charge up its repulsor ray. Ben looked around to the other Avengers, all are occupied by the other Armor's and while the paramedic has shown to be calm and no stranger to supervillain battles, she's still just a normal human woman with no special powers or skills to compete with a highly advanced suit of armor.

Thinking quickly, Ben glanced back at the Artic Armor still pursuing him. He dashed ahead of it until he put himself between it and the Mark 7.

"Come on, Cold Steel! Put one in here!" He taunted the Suit, pointing to his chest. He silently prayed that Ultron's A.I. was still dumb enough to fall for this trick.

Lucky for him, it was. The Armor raised its left palm and fired a red hot repulsor ray at Ben. Only for the Teen to dodge the blast, letting it blast right over him and strike the Mark 7 with enough force to push it right through the wall.

Jane flinched at the sudden loud sound and bright flash of the energy beam. But seeing her would be attacker taken out without even realising it was there to begin with, she was both shocked and relieved at the same time.

She looked over to Ben as he gave her a smile, relieved she was ok. However, Janes eyes only widened as her gaze drifted passed Ben and she reached her hand out to him.

"Look out!" She screamed as Ben turned around.

The Young Heroes eyes widened as his stomach tied itself in a knot. He'd briefly forgotten about the Artic Armor as his main concern was saving Jane. But that concern, caused him to sacrifice his guard and allow the blue and silver armor to get close enough to strike him hard enough to send him flying across the room.

Ben coughed up some blood. The taste of iron in his mouth as he gasped for air. The impact of that metal fist most likely cracked or even broke a few of his ribs. The pain was almost blinding. Dizzy from the pain, Ben could hardly think straight. Looking back to see the Armor stomping towards him, the Young Hero panicked and used his one good arm and legs to push himself across the floor in the futile attempt to get away from the Suit. His eyes locked on the armor as he continued to push himself away, while it continued to get closer to him.

What could he do? Fear had grabbed hold of him and tightened its grip to the point where he couldn't think of anything but getting away. A loose piece of metal slipped out from under his hand, causing Ben to fall flat on his back. Raising his head slightly, the Young Teen saw the Artic Armor looming over him, its red eyes burning into his soul.

Unable to look away, Ben blindly flailed his arm around, trying to find anything that he could use as a weapon. He knew he wouldn't be able to damage the suit, but at best he'd be able to temporarily distract it so he could activate the Ultimatrix and transform, didn't matter what he turned into at this point as he can always switch later. He just needed to turn into an alien.

He felt his hand come into contact with something hard and thin, like a pipe of some kind sticking vertically out of the ground. Without thinking, Ben grabbed hold and swung the pipe at full force.

What followed was the sound of metal clanging and crunching as Bens body was suddenly filled with a rush of energy as he suddenly found himself standing and slightly dizzy. Shaking his head clear, he touched his forehead to steady himself. His fingers feeling tingly as he held the pipe tightly while rubbing his head.

The sound of metal clanging on the ground grabbed his attention as he looked to see the Artic Armor lying on the ground in front of him, its head having been knocked clean off. Wires and broken metal stuck out of the area where the head was as Ben looked across the room to see the head crumpled like a tin can on the other end of the room.

The Teen raised an eyebrow in confusion. What exactly happened? Did he get rescued? Unlikely as all the others were still occupied with the other suits. He knew he wasn't in alien form as he knew the sensations each of his alien forms have in comparison to his human form. So, either all that workout sessions with Captain America yielded the biggest results that Ben had ever seen, or this armor was built with some really cheap materials.

Looking down to examine his pipe, Ben gasped as his eyes almost popped out of his skull. For resting in his hand, the item he thought was a simple metal pipe was…

Mjolnir. The Mighty Hammer of Thor was resting comfortably in his hand.

Ben couldn't believe what was happening. The magical hammer that no one but Thor could pick up, not even Hulk. And Ben held it like he was holding a baseball bat.

As he lifted it up to examine it, the side of the grey magical weapon started to shimmer and golden glowing markings appeared on it. At first Ben couldn't make the markings out as they looked like Old Norse. Then the letters changed into English, displaying the inscription.

'Whosoever holds this hammer, if he be worthy, shale possess the power of THOR'

Ben couldn't believe it. He was actually holding the godly weapon in his hand. Something no other person has ever done. Granted Ben never tried too before. Everyone just told him only Thor could lift it and he just accepted it. Sure, he was curious and wanted to give it a try. But after a while the thought just slipped his mind.

Now he just stares slack jawed at the magical hammer. The inscription he read on it certainly did not lie. The rush of energy he felt while holding Mjolnir made Ben feel like he could punch a mountain range to pebbles with his bare fist. He could also feel a warm sensation coursing through his right arm. Without thinking Ben raised his arm to examine it, only to realise that he couldn't feel any pain from it at all. In fact, the arm felt completely healed, with the sling that previously held it, undone and hanging loosely off him before falling to the ground.

All this shock almost made Ben forget about the battle going on around him. It took a near miss from a repulsor beam near his feet to snap Ben out of it. His instincts took over as he dropped the hammer and activated the Ultimatrix. Cycling through the playlist, he found the form he needed and slammed the dial down. A flash of green light erupted from the Teen Hero, momentarily drawing the attention of everyone in the room, heroes and remote-controlled Armor's alike.

"FEEDBACK!" Cried the Alien Hero, as he struck a heroic pose.

"Oh yeah. I'm back in action."

Without even turning his back Feedback raises his tail and absorbs a repulsor ray fired from the Mark 7 armor. The Shapeshifting Hero turned his head to glance back at the armor and smirked. Feedback leaped into the air, performing a perfect backflip while charging his right fist with electrical energy. As he landed, the electrical alien spun around and delivered a powerful haymaker to the Armor's helmet, sending it flying across the room.

With a prideful smirk, Feedback looked down at Jane Foster, who looked at the Teen Hero in awe. The alien hero held out his right hand to help her up.

"You, ok?" He asked.

"Y-Yeah. I think so." She responded a little shaken. "Did… Did you just…?" She tried to ask while glancing over to Thor's hammer, that lay on the ground where Ben had dropped it.

Feedback followed her gaze as he realised what she was getting at. Of course, she would be surprised by seeing someone else pick up that hammer. Anyone would. But this was hardly the time to discuss it as another explosion grabbed their attention. The Alien Shapeshifter looked down at the human paramedic.

"Let's shelve this conversation for another time. Right now, I need to get you out of here." He said confidently as he scooped Jane up in his arms and quickly dashed out if the room. Leaping over Iron Man suits and Avengers, dodging attacks of all kinds, before finally exiting the battle zone and dropping Jane off near the exit.

Turning around, Feedback started feeling dizzy as he dropped to one knee as his breath became short. His felt a slight tingle in his right arm that started to grow into pain. Roughly 60 seconds after dropping that hammer and the Alien Teen already felt the rush, he had from holding Mjolnir wearing off. Like the magic he had gained from it that strengthened and healed his body was flowing out of him like a sponge being squeezed to draw the water out.

Not wanting to let this one last gift that Thor had given him go to waste. Feedback tapped the dial and transformed into…

"SWAMPFIRE!"

The alien breathed a sigh of relief as his arm started going from its sickly dull appearance, to return to its fully lush and green form. The magic of the hammer healing his arm really helped his healing factor finish the process and finish the job. Least he didn't have to wait a couple of hours for it to heal. Unlike the last time his arm got broken. Swampfire's power helped him heal faster, but a broken arm for a human, translates into something very different for Swampfire's species. Had his arm been damaged while he was Swampfire, then the wound would've healed instantly.

The sound of fighting caught his attention as he remembered his team was still under attack. He rushed back into the fray, re-entering the room just in time to see Wasp about to be grabbed by Mark 3 armor. Holding out his hands, Swampfire blasted a stream of fire from his palms that struck the suit in the faceplate, stunning it. Unfortunately, while his methane fire would be hot enough to melt the Nitinol alloy, it would take a large and continuous stream of fire to do so and its unlikely the suit would've stood still and politely let him melt it. So, he settled for his Plan Ben.

Producing seeds from his palms he tossed them at the feet of the suit, which instantly sprouted into thick vines that ensnared the suit. Tightly binding it in place as he moved over to Wasp.

The size changing heroine looked to him and smiled. Fluttering over to him and hovered in front of his face.

"Ben, are you ok? You're not hurt, are you? I lost track of you in all the fighting and then I saw a flash and what I thought was lighting. Did you turn into Feedback? Cause I thought I saw you leave with Jane?" She questioned in rapid succession.

Swampfire smirked, of course she would go into Big Sister mode in a crisis.

"I'm fine, Jan." Swampfire assured.

Wasp, however, was not convinced as she quickly flew down to inspect his right arm. To her surprise she saw it fully healed.

"Ben. Your arm? What...?"

Swampfire held out his hand and Wasp landed on it as he held her up to his eye level.

"I promise I'll tell you everything once this is over." He said tilting his head towards the fight currently going on as an explosion threw Black Panther across the room.

"Oh…. Right…" She said slightly awkward.

In that moment the Mark 3 armor ripped through Swampfire's vines and aimed its repulsors at them. Swampfire and Wasp separated as she flew around the armor, blasting it with her stingers as Swampfire doused it with his flames. The armor focused its attention on the Alien hero as its sensors indicated he was the biggest threat and engaged him by tackling him at full force.

As the Mark 3 engaged Swampfire, Wasp took this moment to activate her communicator.

"Tony, it's Ultron. He's taken over your armor. All of them!"

"Yeah. Kinda figured that." Came Iron Man's response. "Hang tight I'll be right there."

In the Lab, Iron Man was finishing putting on the final pieces of his Mark I armor. It didn't take long to figure out Ultron would be back for them and so he suited up. Unfortunately, the rapidness of Ultron's return meant Tony didn't have enough time to fully modify the Mark I suit. After Ultron's first attack, the Genius Billionaire realized the advantage of having a low-tech suit of armor that could not be hacked by outside forces. While Ultron left JARVIS and his other systems in disarray, he couldn't update his soft wear to prevent further hackings of his other armors. But he could at least modify the Mark I to better serve him in combat.

However, he only managed to outfit a pair of metal gauntlets to the suit's forearms, improve a few of the equipped weapons and slightly improve the thrusters to allow the suit to fly. But he was unable to fit the armor with repulsor generators in the palms to stabilize his flight and provide more offensive capabilities. So, he'll have to make do with the equipment he has.

"I'm coming with you." Hank said as Tony was putting on his helmet.

The Armored Billionaire turned to see the determined look in Hank's eyes as he activated his own helmet, which deployed around his head. The intensity in them was something Tony had never seen from his fellow Scientist before. Then again, he'd never seen the size changing hero in a situation where he actually wanted to fight. It's unsettling to say the least.

"No, stay here. Destroy the rest of the Ultron pieces." Iron Man ordered.

While he could tell Hank was ready to fight, even he could tell letting him go into a fight like this was a mistake. One time too many Iron Man recalled situations where he charged into a fight in a blind rage and almost got him and a lot of people hurt because of it. It was only thanks to his armor he ever managed to walk away and learn from those mistakes and keep a cool head in a fight. Hank didn't have that kind of experience. Letting him go in his current state would be a big mistake. Plus, Hank was the only one who knew of every single piece of Ultron in his inventory. Meaning he is the only one capable of erasing that machines existence permanently. He needed to make sure that when they beat Ultron this time, there's no possible way he could ever return.

"We have to make sure…" Tony started to explain before Hank cut him off.

"Wait." The Size Changing Scientist held his hand to the side of his helmet as if listening to something. "The S.H.I.E.L.D. Helicarrier is under attack. It's Ultron."

An expression of surprise and confusion plastered itself onto Iron Mans face. If Ant Man was receiving a transmission about Ultron. That could only mean that the rogue A.I. somehow uploaded itself into a new body. Where it came from and how Ultron put it together so quickly was a mystery to him at the moment. But a more pressing question was on the Armored Avengers mind.

"Why would Ultron attack S.H.I.E.L.D.?" Iron Man asked, though dreading the answer as he deduced the most likely outcome.

"His programming." Hank replied in a morbid tone. "What he said before. The only way he can achieve his goals is through the extinction of humanity. S.H.I.E.L.D. has the ability to do that."

Iron Man felt the colour in his face drain. How could he have not seen this coming? S.H.I.E.L.D. has all the resources needed to completely wipe out humanity in an instant. Ultron's actions toward the Avengers was just a distraction while he carried out his main goal.

He quickly regained his focus. If S.H.I.E.L.D. was still reporting the attack, that would mean Ultron hasn't managed to achieve his objective yet. Meaning there was still a chance to stop him. But in his current suit, Iron Man was more than obsolete compared to the robot. He may as well go fight a Tank with a wooden stick. If they were to have any chance, they needed to Assemble.

Under his tree, Thor and Amora rested in their embrace. Thor looked down at the flawless features as she rests against his chest.

As he looked upon her, Thor couldn't help but feel that something was missing. Amora is a beautiful goddess, who's features are practically unrivaled. And yet, Thor did not feel anything as he looked upon her flawless features.

While he could not remember who, he somehow knew what it felt like to look upon someone and feel an overwhelming connection with someone. Where the thought of losing them or being apart from them, felt agonizing. But with Amora, he did not feel the same way. Yes, he was enjoying their embrace and there was no doubt in his mind that he cared for her. Yet, his heart longed for something else… Someone else.

His mind drifted again as he could feel the clouds that circled his mind. The mystery of what happened before this place was really bothering him.

Suddenly from the mists, Thor heard something. The faint cry of a woman's voice.

"Thor, wait!" The woman called to him.

"Have at thee, machine!" His own voice suddenly called out.

The sound of thunder and lightning echoed around him as cries of pain and rage called out from behind the mists that clouded his mind.

Amora said that she had saved him from a terrible fate. But what fate could that have been and were there others that were in trouble? Were they still in trouble? Thor could not ignore the cries of those in need. He needed to know.

Whether they be clouds of the sky's above or the clouds within his own mind. They will bend to the Prince of Thunder.

The winds picked up as Thor focused on those mental clouds. The more he focused the more the mists started to dissipate. Soon patches of light shone through and Thor could see faces of people. They were Mortals, dressed in strange clothes. But he remembered the kinship he shared with them. Especially one, who's short brown hair and sky blue eyes, shone the brightest of all, making his heart skip a beat upon seeing her.

"This... this is not right." Thor spoke aloud as more and more of his mind cleared up.

"My love?" Enchantress responded, lifting her head from his chest. A concerned look on her face.

"I... I was in battle. There was a flash of light." Thor continued, his mind flashing to more recent events.

Enchantress smirked as she raised her hand. Green magical energy surrounded the appendage as she reached for Thor's head. "Do not be troubled, Thor. Such memories will go…"

Suddenly, Thor grabbed Enchantresses arm with his massive fist, preventing her hand from advancing.

The Asgardian Sorceresses eyes widened with shock as Thor stood up. Still grasping her slender arm in his hand. She struggled to free her limb, but the Thunder Gods strength proved too much for her.

Thor glared at the Enchantress. The winds that started to pick up, turned into a full gale force as the sky darkened around them. "You will return me to Midgard now, witch. Or by Odin, you will know my fury."

"I am trying to save you, fool." Enchantress hissed at him as he eyes glowed with mistic power.

Thor responded by tightening his grip on her wrist. She grunted in pain as her magic ceased. He then dropped her, and she stumbled away, holding her wrist.

"I do not want your help or your affection." Thor stated as his eyes narrowed and his hands clenched. Dark clouds started to form overhead as the sound of thunder crashed. "But if you wish to fight me, I will oblige you."

Despite his threat, Enchantress glared at the Prince of Thunder and raised her fists as magic energy surrounded them. "I could hurt you. Torture you. I could force you to stay." She threatened.

Both Gods faced off, their power threatening to destroy the peaceful fields they were in. They stood locked in their standoff for a few moments before Enchantress scoffed and lowered her arms. Her magic dissipating as she held her glare at Thor.

"But if you love your precious Midgard so much, then you can go die with it."

Thor raised an eyebrow at her statement. But decided to push that aside. The battle is far from over.

Hulk roars as he slammed both his fists against the metal armor of the Hulkbuster armor. The metal crumpled under the Green Goliaths strength, but the thickness of the suit kept its integrity intact as it reached up and grabbed Hulk with one of its massive hands and proceeded to slam him into the floor with enough force to cause a small earthquake.

As Hulk lay there stunned, the Hulkbuster aimed its palm at him and fired a powerful beam of repulsor energy at him. The sheer intensity and force of the beam was enough to keep the Hulk pinned. However, this only served to anger the Gamma Brute. Gritting his teeth and clenching his fists. Hulk roared as he violently forced himself off the ground and tackled the giant armor, launching both it and himself into the air. Climbing higher and higher, until both crashed against the roof of the chamber. The impact cause debris to become dislodged and fall to the battle below, narrowly missing the heroes as they dodged out of the way.

The rage filled Hulk held onto his opponent with one hand, while continuously pounded it with his other hand over and over as they fell back to the ground. They both crashed in a heap of metal and green muscle with Hulk standing over the Hulkbuster armor. The suit failing to live up to its name as the armor's sensors caught one last glimpse of the Green Behemoth, before he slammed his fists into it at full force. The armor crumpled under Hulks sheer strength, with one last whimper of sparks and flickering lights, the armor shut down, reduced to a pile of scrap metal.

The other Avengers continued to fight the remaining suits, with Black Panther avoiding blasts from the Silver Centurion and Space Armor as they flew over him. Rolling out of the way of another blast, the Wakandan King draw several of his Vibranium daggers and tossed them at the two suits. Two of the blades managed to strike the Silver Centurion in the upper chest and left shoulder, while the Space Armor managed to avoid the projectiles.

Panther's eyes narrowed as the armors aimed their repulsors at him. But, before they could fire, a giant yellow and black ball slammed into both armors, knocking them both out of the sky and crashing to the ground underneath the giant sphere.

The yellow ball, unfolded as Cannonbolt stood up and glanced at Panther, giving him a reassuring smile. The Alien Teen had changed a while back in the fight as he realized the armors weapons and defenses gave them a clear advantage over Swampfire's fire and vines.

While it did occur to him that Lodestar would be useful against an army of metal opponents, but there were so many armors all with Tony's advanced sensors and where all moving fast that catching one would leave him vulnerable to be attacked from the others. Not to mention, with Ultron at the helm, he probably remembers Ben pulling that move and would be prepared for it. Until the Alien Avenger can have his rematch with the A.I. he'd prefer not to show his whole hand now. Especially since he's saving one trump card for the robot.

Plus, Cannonbolt has a perfectly balance of attack defense and speed. Especially in an enclosed area like this. Curling up into his sphere from, the Bulky Alien rolled himself across the ground at high speeds, the Mark 3 armor blasted the alien with its energy blasts. Which simply bounced off the alien's shell harmlessly. Suddenly Cannonbolt managed to hop in his sphere form and launch himself at the armor, striking it like a boulder fired from a catapult.

Not wanting to lose his momentum, as the small hairs between his armored plates were still detecting the other armors still active, Cannonbolt focused on his armor and his plates went from hard and rigid to soft and flexible. Upon impacting against the wall with the Mark 3 armor between him and the wall, the elasticity of plates in their flexible state, allowed him to bounce off the wall with ease.

Flying through the air once more, Cannonbolt locked onto his next target and thanks to his alien forms natural instincts, managed to harden and soften his shell so that his next bounce would send him at the right angle to hit his target. A quick ricochet and the armored alien slammed into the Space Armor armor with the force of a meteor, crushing it underneath his bulk.

With another armor down, Cannonbolt launched himself into the air once more, bouncing around the cylindrical room like a giant tennis ball, slamming into Iron Man armors, knocking them out of the sky or off balance, keeping them confused and allowing the Avengers to gain an advantage.

However, the Iron Legion were not just a simple batch of mindless drones. They are all extensions of Ultron as he controlled each one with the same learning programming as him. With their current strategy, now useless due to Cannonbolt's speed and durability, the Mark 7 armor moved to engage the closed Avenger.

Hawkeye only just managed to turn his head as the Mark 7 armor swung its arm, knocking his arrow out of his hand and proceeding to grab the Archer by the scruff of his collar and lift him up above its head.

"Guys? A little help here!" Hawkeye called out as the armor aimed its repulsor at his face.

Suddenly the wall to the room, exploded as Iron Man's Mark 1 armor flew through the hole like a missile and tackled the Mark 7 suit, causing it to drop Hawkeye as both armors were sent crashing into the opposing wall.

Iron Man proceeded to wrench his Mark 7 armor from the wall, lift it over his head and slam it headfirst into the floor. Burying it to the shoulders. He then ripped the armor from the ground and slammed it back into the wall, pinning it against the wall. An odd sensation came over the Armored Hero, using his first and oldest armor to battle his newest and most advanced armor to date seemed almost poetic in a way.

Pressing his right forearm against the throat of the Mark 7's neck, Iron Man glared into the red glowing eyes of his own creation.

"Get out of my suit." Iron Man demanded, glaring through the eye holes of his helmet.

The suit turned its face towards the Armored Billionaire. He could swear that Ultron was grinning and chuckling at him.

"Your armor, like all of humanity, is obsolete. Accept your end." Ultron replied. His cold voice causing Iron Man's blood to boil as he gritted his teeth.

"Yeah, I don't think so." He retorted.

Iron Man then aimed his forearm at the Mark 7's faceplate and activated the wrist mounted flamethrower. Now, a standard gasoline flamethrower, with a burning temperature of around 1,026°C would hardly put a scratch on an advanced Iron Man armor model like the Mark 7, who's gold-titanium alloy can withstand temperatures well beyond that. Fortunately, one of the few upgrades Tony could make to the Mark 1's weapons was the flamethrowers. Replacing the gasoline tanks with a fun little compound called carbon subnitride along with an additional mixture of ozone, produces a nice little flame that exceeds 5,700°C.

Needless to say, the intensity of the flames quickly turned the Mark 7 armor into a puddle of molten metal.

Tony smirked underneath his helmet. While it tore him up to destroy his armor, he couldn't help but feel pride in his ability to turn an old, out of date armor into something that could match and even destroy his latest model. Had he more time to finish the modifications, who knows what this armor could do.

His musings where interrupted as the sound of metal clanging and crashing. Turning around he saw the Mark 3 and Silver Centurion Armor's crash into the ground as Cannonbolt continued his wrecking ball ricochet riot.

With both armor's down, Cannonbolt stopped and unfolded as he brushed his hands together at a job well done.

"It calls that a strike." Cannonbolt quipped. Feeling like his usual self again.

Just then, Black Panther leaped behind him and kicked the air. This was met with a metallic clang as the air shimmered revealing the Stealth Armor as it sparked and fell to the ground. Somehow Panther had been able to see the armor, even with its camouflage function on.

"I think a spare is more accurate." The Wakandan King joked, in an unusually cheerful tone that even caught the Alien Teen off guard.

With the current threat of the Iron Legion taken care of, the Avengers gathered together, with Cannonbolt turning back into Ben.

"What's happening? I thought Ultron was destroyed." Wasp asked with a concerned tone.

"Yeah, so did I. The real Ultron is attacking the S.H.I.E.L.D. Helicarrier right now. We've got to stop him." Iron Man informed.

Ben's eye immediate widened hearing that. Ultron is attacking S.H.I.E.L.D. That would mean… Carol

His hands clenched with anger and fear. Ultron already took someone he cared about; he was not about to let him take another.

"Stop it from doing what?" Hawkeye asked as he recovered a few of his arrows. "What does he even want?"

"It wants to end all life on Earth." Iron Man answered in a grim.

"Like we're gonna let that happen." Ben said in a dangerous tone.

Hearing the anger in his voice, Wasp quickly put together what was going through his mind as she flew over to him and grew to her normal size and placed a comforting hand on his shoulder.

"Oh." Came Hawkeyes response. His usually snarky demeanor crumbling slightly at that revelation. Usually, the Archer could talk smack in any situation. But this was different. He's seen first-hand what Ultron is capable of. So, when Iron Man says that the robots goal is to destroy the world. He actually believes it can happen.

Taking a moment, Hawkeye closed his eyes and processed everything. The Iron Man suits are down now, but not completely destroyed. No telling what other surprises Ultron could have in store for them, all just to keep them distracted while he completes his goal. The longer they're here, the closer Ultron gets.

"You go. Take Hulk, Wasp and Ben. Panther and I will finish up here." Hawkeye said, unwavering.

This was certainly a surprise to everyone present. Hawkeye was always so confident, often bragging about his skills and boasting on being able to go toe to toe with every one of the Avengers heavy hitters. But here, while not saying so aloud, it seemed he was actually swallowing his pride and admitting that he would have no chance against Ultron, resigning to stay behind while the rest take him on.

It was possibly the noblest thing Ben had ever seen the Archer do. Iron Man seemed to share the same sentiment as he turned to world greatest marksman.

"Clint…"

"Go!" Hawkeye shouted as he notched a new arrow to his bow.

The rest of the team all nodded as they ran out of the room.

Before he left, Ben paused and looked back at Mjolnir. For a moment the Teen contemplated taking the hammer with him. A weapon of the gods would come in real handy against Ultron. But, he quickly realized that even with the huge power boost that hammer gave him, he did not have any experience fighting with a hammer. A sword or a Bo-staff was one thing, he got some training with those from Gwen and the Plumber Academy, but a hammer is a completely different kind of weapon. Not to mention he didn't have any experience wielding the power that came with it. If anything, trying to use that power, would be more of a hinderance than a help. And with the world at stake, it was more beneficial for him to use the skills he knows he can use.

No sooner had they left, the rubble shifted, and the remaining armors of the Iron Legion stood back up. The Stealth Armor, Silver Centurion and Mark 3 suits all glared at the Purple Archer and Wakandan King.

This seemed like reasonable odds for the pair of them, only for one more rumbling noise to sound from behind them. Turning around, they both witnessed the Hulkbuster armor, its upper body damaged and missing an arm, but somehow still functional.

Black Panther turned and glared at Hawkeye, his look pretty much berating the Archer for getting him into this mess.

"Yeah, I know. I'm dumb." Hawkeye said, reading his message loud and clear as he aimed his arrow and fired.

The bridge of the S.H.I.E.L.D. Helicarrier was mostly in ruins as smoke flames and debris are littered throughout the area.

The sound of metal on flesh cut through the destruction as Carol Danvers, alias Warbird, is knocked across the room. Her uniform ripped and scorched in various places as she grunted in pain from the hit.

She only just managed to steady herself before being hit by a beam of red energy from Ultron's mouth. While she is capable of absorbing energy pretty easily now, the force and power that this robot was putting out was enough to push her to her limits.

The fight had not gone well for the S.H.I.E.L.D. team. Ultron was like the Terminator on steroids, somehow no matter what they threw at the robot, it brushed it off like rain on a mountain. Mockingbird was the first to go down, despite her skills she could not make a scratch on the metal hide of Ultron's body and was taken down easily. Agent Venom and Mania managed to last a little longer, with their enhanced agility and strength, but even they were no match as Ultron quickly determined their symbiot's weakness to heat and electricity.

Spider Woman lasted much longer as, next to Carol, she had both powers and experience that allowed her to hold her own. Not to mention she and Carol have had a long time working together in the field, allowing them to move in perfect sync in a fight. Using their speed and firepower to outmaneuver Ultron and use hit and run tactics to keep him off balance.

Unfortunately, they underestimated the Rogue A.I. as it quickly figured out their strategy and quickly dispatched of her. Leaving only Warbird as the sole opponent left to fight the robot.

After taking the energy blast, Carol felt the energy revitalize her body. While her body felt in top shape again, her clothes were a different story. Once again, the specialized combat uniform was rendered useless in the field. Seems normal clothes just couldn't keep up with her or her opponents' level of power.

She charged up her photon blasts and fired a powerful beam from her palms. Ultron responded by erecting a red energy field around him that shielded him from the blast. Warbird gritted her teeth as she charged up her fists with yellow energy and flew right at the machine and slammed her fists against the barrier. Once again, the force field held up, even with her enhanced strength. Seems nothing she could do, could so much as dent this thing.

Fortunately, her aim was not to actually defeat this thing. Rather, she and the others were only meant to serve as a distraction while Coulson worked on evacuating Director Hill. The Machines plan seemed paramount in acquiring her, no doubt due to the classified information she had memorized as the new acting director. As such, her safety was the number one priority of any and all S.H.I.E.L.D. agents… No matter the cost.

"Your actions are futile." Ultron stated as he dropped the forcefield just as Warbird was in the middle of her right hook. The sudden lack of contact caused her momentum to knock her off balance, leaving her open for Ultron to deliver a powerful blow with his metallic fist to her face.

Had she been a normal human, that punch would have splattered her head like a water mellow. Thankfully her durability also received an added buff from the energy she absorbed, so she was only knocked back with a throbbing headache.

With the last of the super humans taken care of, Ultron turned back to Director Hill, who Agent Coulson was just about to sneak off the bridge. In one quick motion, Ultron fired a beam from his palm that struck the Agent in the chest. The force behind the beam was enough to send him flying back into the computer console, where he proceeded to slump to the floor like a crash test dummy.

Maria Hill quickly rushed to Coulson's side and checked his pulse. A sigh of relief rushed from her between her lips as she could feel his pulse. The armored vest he was wearing, took the full force of the beam. Still, she had a feeling he would need extensive treatment in order to get back into fighting shape.

That is, if they manage to last that long.

She slowly rose to her feet as the metallic echo of Ultron's footsteps approached her. She turned to glare at the machine as she held her ground in defiance. She could only imagine the form of inhuman methods this hunk of metal had in an attempt to get her to reveal the information. She was prepared to die to keep those secrets in order to protect the world. She was given that responsibility when she accepted the position of Director. The safety of billions of lives rested on her shoulders, all counting on her to keep them safe. So, if this monster wanted the secrets she knew. It'll have to pry it from her cold dead hands. But Maria Hill will be darned if she was going out without a fight.

With every ounce of her courage and strength left, she threw her fists at the Ultron. As expected, the machine easily caught her hands and started squeezing them. Director Hill gritted her teeth from the pain as she felt her bones cracking from the strain. The Robot, then forced her to her knees as she continued to struggle against him, even though it was futile.

"Never. I'll never tell you." She spat at Ultron, fighting the pain long enough to stair up at him with her determined eyes.

Ultron's cold red eyes staired back as her words had as much sway to him as the efforts of all the agents that fell before him.

"As I said, your compliance is unnecessary. Scanning and replicating the human mind was the first thing I ever learned." Ultron explained as a panel on his chest opened up.

Three silver tubes extended out of his torso and snaked their way towards Maria Hills head. Each of the tubes produced three red glowing wires from their ends which proceeded to conned to either side of the acting S.H.I.E.L.D Directors head and the center of her forehead.

Maria screamed as she felt energy surge through her brain as she could only deduce that Ultron was downloading the information directly from her.

A single tear rolled down her cheek as it finally dawned on her, the magnitude of her failure.

'I'm sorry, Nick.' Was the only thought that echoed in her mind as she prepared for face her end.

Suddenly a green beam of energy sliced through all three wires, severing their connection to Maria. Ultron quickly retracted them back into his chest and closed the hatch. A red blur shot past Ultron's field of vision and snatched the S.H.I.E.L.D Director out of his reach. The robot turned to observe the red blur zipping around the room, grabbing each person and disappearing down the hallway until the entire room was cleared.

Detecting a power surge charging up behind him, Ultron raised his S.H.I.E.L.D as a pair of yellow energy bolt struck against it. The Robot turned around to see Wasp hovering right behind him.

Ultron raised his right hand and charged an energy blast. Glass shattered from above the machine as the giant green form of the Hulk landed right between the size changing heroine as Ultron fired. The beam harmlessly impacting off the green goliaths skin, leafing a smoking scorch mark where it landed.

Iron Man hung from the Hulks back his eyes closed as this armor was not designed for sustained, high altitude flights. The thrusters were only capable of producing enough thrust for quick jumps and the helmet had no shielding from high winds. Not to mention how the suit was in no way aerodynamic and felt like it was going to fall apart from the speed of Hulks jumps. All the flaws Tony was already picking up from this old suit and he hasn't even faced Ultron yet.

Given how Hulk is on solid ground now and there was no wind howling through his helmet, Iron Man could only deduce they had arrived on the Helicarrier as he opened his eyes to confirm his reasoning.

Releasing his grip, Iron Man dropped to the ground with a loud clang as he steadied himself in the old suit.

With the extra weight off his back. Hulk clenched his fist as he growled at the Machine.

"Gonna enjoy this, robot. This is for Thor!" He roared, sending his giant green haymaker toward Ultron. The punch caused the whole aircraft to shake as the Hulks fist collided with Ultron's force field with enough force to send it and Ultron flying to the end of the room.

However, Ultron caught himself in midair and managed to pivot himself so he landed on in a crouched position against the wall. The Mechanical Menace raised his head as his eyes glowed at the assembled heroes.

Carol groaned as she regained consciousness. It was strange, she recalled fighting an Ultron robot, same as the ones that she fought alongside during Kang's invasion. But this one was way stronger than the standard models as it completely wiped the floor with S.H.I.E.L.D's team of super agents.

It was in that moment, she realized that she was being carried by someone. Opening her eyes, she looked up to see an odd creature with red skin and yellow patterns around its mouth, extending up to two horns on its head. But what really caught her attention were its green eyes. Eyes she recognized all too well.

"Ben?" She whispered, surprised by his presence.

Jetray smiled down at her as he held Carol in his arms bridal style

"Are you ok?" He asked, concerned.

A flood of thoughts entered her mind in that one moment. First was her joy and relief seeing him. After everything they have been through and everything, she's seen him do, him being here during this dire situation, renewed her hope that they'll pull through this.

But on the other hand, she was aware of her duties as an Agent of S.H.I.E.L.D. Director Hill clearly stated that any member of the Avengers should be arrested on sight for their actions against them during the Hydra/AIM conflict. As an Agent, she had a responsibility to follow orders and she was not one to disobey a direct order from her superior.

Luckily for her, Maria Hill is the same in that regard as before his disappearance, Director Fury made it clear that, as long as they were still romantically linked, Carol was not to use her relationship with Ben as a means to manipulate him or the other Avengers. As such, Carol personally requested missions that would allow her to avoid Ben so she wouldn't be able to follow the 'arrest on sight' order.

But now, he was here, holding her in his arms. A feeling she did not realize how much she missed until now. She didn't know whether to hug him or arrest him, feelings and duty clawed at her from both sides. All these thoughts crossed her mind in practically one second before a groan drew their attention.

Maria Hill got to her feet, holding her head in pain as she stumbled, placing her hand against the wall to steady herself.

The couple looked at each other again and realized the compromising position they were in. The worried look in Carols eyes was all the Alien Hero needed to piece together what she was thinking as he smirked at her and gave her a wink before placing her feet on the ground and letting her go.

The Blonde Agent gave Jetray a grateful smile as she took a few steps away from him just as Director Hill regained her composure.

When her eyes landed on the Alien Avenger, her expression hardened.

"Director Hill. I know I'm probably the last person you want to see but..." Jetray stated, completely shrugging off her glare.

"Save it." Maria cut him off, as she composed herself and proceeded to draw her blaster.

"Right now, I don't give a darn about your vigilante actions. Ultron just got exactly what he needs to end the world and we're the only ones left who can stop him. So will you help?"

Both Teens blinked in surprise. Neither of them expected the hot-headed Maria Hill to actually get her priorities straight during a crisis like this. The world really must be on the brink of destruction.

"Agent Warbird. See if you can get the others on their feet and meet me back on the bridge. I've got to inform the rest of Tennyson's Team, what just happened." The Acting Director ordered, before cocking her pistol.

Immediately Carol snapped to attention and saluted her superior. "Yes Ma'am!"

Director Hill nodded, then ran back down the hall towards the bridge. Leaving the couple to watch her go in sheer bewilderment.

Carol snapped back first as she turned towards Jetray, slightly nervous.

"So. Ben…" She started to say.

"We better see if any of the others are in fighting shape." The Alien Teen said as he stood up and went to check the others.

Carol was a little taken aback by his serious tone and mannerisms. Normally Ben would've made a comment about her new codename or made some joke about not seeing her for so long. But instead, he seemed so focused and driven, that he almost didn't seem like himself.

"Ben. If this is about how things have been with S.H.I.E.L.D…" Carol started to say, only for Jetray to cut her off.

"It's ok, Carol. I get it. Sorry, but we don't have time to work on our relationship. As long as Ultron is still online. The world is still in danger. And I'm not about to let that hunk of junk take any more lives." He said with anger in his voice.

The look in his eyes and the tone in his voice. Carol had only ever seen Ben this way when talking about his family. Had something like that happen again? Did Ultron…

Her train of thought was interrupted when Jetray awoke Spider Woman, who groaned as she looked up at the Alien Hero.

"Oh Ben, you could have at least let me wake up to your handsome face." She said in a flirtatious tone as she reached up to stroke his cheek.

But the Alien intercepted it with his own hand and pulled it down as he stood up. Causing her smile to fade and gave him a disappointed pout.

"Not the time, Jess." He then turned to Carol. "Can you two get the others back on their feet?"

Carol nodded. "Yeah. We've got this. Go."

Jetray nodded as he spread his wings and prepared to fly.

"And Ben."

Jetray turned his head towards Carol as she held her clenched fist in front of her body and gave him a confident look.

"Tear that tin can apart."

A warm feeling spread through the Aliens body as he smiled at her faith in him and nodded. He then disappeared in a blur of red, causing a gust of wind to blow past her, causing her golden hair to blow.

As she looked down the hallway, Spider Woman approached her side, with her own concerned look. "Benji, didn't seem like his normal self. Either things are really that bad or there's something else going on here?"

"I don't know." Carol replied, not looking away from where Ben went.

"Well, there is one good thing to take away from this." Spider Woman stated, actually drawing Carol's attention to her with a raised eyebrow.

"We now know that your boyfriend can really step up in a crisis and be serious." She said playfully as she walked over to their unconscious teammates.

The Alien Hybrid couldn't help but crack a smile at her statement. She can always count on Jess, to keep things light. Still, she couldn't shake the feeling, things were only going to get darker from here.