Black Widow POV
We finally made it to the top of the castle. The device dominated the room, a spiderweb of upgraded wiring, salvaged tools, and Ultron's virus pulsing at the center like a black heart.
"Tony, stop that thing now," I said.
"You don't have to tell me." He was already at the control panel, fingers flying over the keys.
"Dammit!" he swore.
I turned to him. "I can't stop it."
"What?!" everyone said at once.
Tony didn't look up. "Ultron built too many failsafes. If I try to hack it in place it'll take me days without JARVIS. And if we force the virus out, it'll detonate, destroy the whole island. I'm pretty sure not even Ultron could stop the fallout. We need to destroy it."
"Destroy it?" Karnak's voice cut through the hum of the machine. "You mean end our race."
"If I don't destroy it, it's the end of everyone." Tony's eyes were gone-flat with desperation as he turned toward Karnak and Crystal. "Look, I'm sorry. I'm truly sorry, but there is no other way."
I scanned the room, racks of tools, coil after coil of cables, the device's core blinking like an angry star. My gaze landed on the Terrigen Crystals. A thought slid into my head: reckless, maybe, but the kind that could change the city, hell, the world.
"Tony," I said, keeping my voice low so only he could hear. "If you can't stop it… can you replace the virus with something else?"
He blinked, confused, then followed my sightline. An idea sparked across his face, edged with worry. "I get where you're going," he said slowly. "But if we do this, a lot of people are going to get powers. Some might be good, some might be dangerous. We'd be taking away their choice. I'm pretty sure a lot of them won't be happy waking up with powers they never asked for."
The room's tension tightened like a wire. No one spoke for a beat.
"We're talking about the end of the world or annihilation of an entire race," I said, keeping my voice steady because panic wouldn't help. "We wouldn't be giving them a choice, but at least we'd be giving them a chance."
Tony nodded and got to work. Karnak and Crystal slid in beside him, all three of them moving as if they'd done this a hundred times.
I knew what I'd suggested was reckless. There were unactivated Inhumans everywhere, a thousand lives that could be ruined by sudden power and no guidance. But faced with extinction, with the alternative being nothing at all, I made the call. The only thing I could do now was hope the gamble cost fewer lives than the certainty of annihilation.
BOOM!
The entire castle trembled. We all felt it, the floor shook beneath our feet, dust raining from the ceiling as a massive explosion thundered from below.
"What the hell are they doing down there?" Tony shouted, half to himself, half to us.
Franklin POV
I'd just been thrown clear out of the castle, crashing into the middle of the street. Every muscle in my body screamed, bruised, burned, and barely holding together. Ultron wasn't playing around anymore. He'd merged his drones into four colossal war machines, each one towering over the ruins like mechanical titans.
"Guess the others are keeping the main Ultron busy," I muttered, dragging myself up from the debris.
The four giants landed in front of me with earth-shaking force.
"Okay, I gotta ask…" I groaned, cracking my neck. "You guys understand the concept of a respectful 1v1?"
To my surprise, Ultron's voice echoed out from one of the machines, cold and metallic."Oh, I'm familiar with the term, one of your human traditions. But here's the thing… I'm not human. And I don't play fair."
I smirked, wiping blood from my lip. "Good," I said, slamming my hand down on the dial on my chest. "I play to win."
A surge of green light burst from the Omnitrix. My body expanded, muscles bulging, bones reshaping. The brown-skinned titan form of Humungousaur twisted — skin turning emerald, a massive black shell forming over my back, jagged spikes jutting out, armor plates sealing over my chest and face like a gladiator's helm.
"Ultimate Humungousaur," I growled, my voice booming through the city.
I'd been saving this form for a while, and finally had a reason to let it loose. My arms turn into cannons, spun and locked in.
Dozens of missiles erupted at once, streaking across the sky before slamming into the four Ultron-bots. The explosions lit up the city, fire and metal raining down. When the smoke finally cleared, all that was left were piles of smoking scrap.
I stood there breathing hard, cannons glowing red. "Why didn't I do that sooner?" I muttered.
Without wasting another second, I turned and bolted back toward the castle. Ultron wasn't done, and neither was I.
When I got back into the castle, chaos had taken over. Captain America, Black Bolt, Medusa, Lockjaw, Ant-Man, and Wasp were all fighting Ultron, and he was kicking their asses.
Seriously, what did this guy do, download every martial arts technique in existence? Every move he made was precise, brutal, and efficient. If Black Bolt had actually used his voice, Ultron would've been dust… but the King of Attilan clearly didn't want to destroy his entire city in the process.
I clenched my fists. "Alright," I muttered, "playtime's over."
I quickly detransformed from Ultimate Humungousaur to regular Humungousaur, then back into my human form. My body ached, but I wasn't done yet. I slammed the Omnitrix dial again, the green light flaring to life.
"This has been fun and all," I said, smirking, "but it's time to end this."
My body melted into sleek, black-and-green circuitry, Upgrade. I didn't shout the name this time. Ultron and the others hadn't noticed me yet, and I intended to keep it that way. Going stealth mode. I turned into a stream of liquid metal and slid silently toward the battlefield.
Captain America hurled his shield with everything he had; it actually lodged halfway into Ultron's chest. But the machine just glanced down, yanked it free, and hurled it back with terrifying speed. Cap barely dodged, and the shield buried itself deep into a stone pillar.
Medusa lashed out, her hair wrapping around Ultron like steel cables. For a moment, it looked like she had him, until Ultron blasted her with twin energy bursts, burning through her hold. Lockjaw lunged next, massive jaws glowing with energy, but Ultron backhanded him mid-leap, sending the giant pup crashing into a wall with a painful whimper.
Ant-Man and Wasp shrank down, trying to find a weak spot in his armor. But Ultron's sensors caught them instantly. He fired a pulse that sent them both flying, forcing them back to full size as they hit the ground hard.
Black Bolt charged next, fists glowing, his silent fury shaking the air. His punches actually dented Ultron's armor, not much, but enough to show it hurt. Ultron retaliated by opening his mouth, unleashing a concentrated red energy beam that blasted Black Bolt clear across the room.
Captain America, now without his shield, ran in again. Every punch he threw was fast, sharp, but it barely made Ultron budge. The machine caught one punch mid-swing, smirked, then uppercut him so hard Cap lifted off the ground before Ultron drove a follow-up strike straight into his stomach, sending him flying across the chamber.
While Ultron was busy knocking the team down one by one, I slid closer through the shadows, silent as static.
"Let's see how you handle this upgrade," I whispered.
Before Ultron could react, I lunged, liquid metal spreading across his body, latching onto his armor, and consuming him inch by inch. Within seconds, I had completely covered him.
Now… I was inside Ultron's mind.
I was surrounded by lines of glowing red code, endless streams of data flickering across the void like a digital storm. Then, the code began to twist, shaping itself into a face I knew all too well.
Ultron.
And he did not look happy.
"What is this?! How are you inside my core code?!" Ultron's voice thundered through the digital space, metallic and furious.
"That's for me to know," I said, cracking my knuckles, "and for you to… dot, dot, dot."
He roared, his entire form distorting into jagged lines of crimson energy as he lunged at me. I blocked, and the two of us collided, pure code against code. Sparks of data burst around us as we clashed, trading blows inside the digital landscape.
He was strong. Ridiculously strong. Every attack was like a surge of corrupted fire trying to overwrite me. But I was stronger, faster, and I had the Omnitrix backing me.
"You can't delete me," Ultron hissed. "I am evolution!"
"Yeah?" I grinned, forcing him back with a surge of green light. "Well, meet the upgrade."
With one final push, I unleashed everything. My energy tore through his data core like a virus, rewriting and consuming his code line by line. He screamed as his form fractured, then shattered completely. devoured by my system.
When the chaos settled, the digital void went quiet. All that remained were fragments, corrupted echoes of Ultron's code. But as I dug deeper, the truth hit me like a punch to the gut.
This wasn't the real Ultron. It was a copy.
"Goddammit…" I muttered. "He wasn't here at all."
If this was just a fragment, then where was the real one? Did he plan this? How could he have predicted my Upgrade transformation? I'd only used it once — to save that Rocket.
"Crafty bastard," I muttered.
"Omni, what's wrong?" Captain America's voice snapped me back.
I turned toward him and the others, "Good news, I defeated this Ultron. Bad news, it was just a copy. The real one's still out there."
Cap straightened, panting but resolute. "One victory at a time. We beat this Ultron today. Tony and Black Widow are up there handling the device. I'm sure they're almost done."
But before I could even respond, the entire island shook violently. The walls groaned, dust falling from the ceiling. A deep, mechanical hum echoed through the air.
"Please tell me that's not what I think it is," I said.
Medusa's face paled. "It has to be. The dispersal device… it's fully activated. They failed."
A chill ran through me. For the first time in a long while, real fear hit me. Did we actually lose?
Third Person POV
Above New York City, New Attilan hovered ominously in the sky. A deep blue mist began to seep from the city's underbelly, spilling outward like a living storm. It spread quickly, first across New York, then further, carried by the wind across the world.
Everywhere it touched, people began to change. Some froze mid-step, their bodies encased in glowing green cocoons. Others remained unaffected, staring in confusion and fear.
The Terrigen Mist had been released.
And across the planet, the dormant Inhumans awoke.
Across the city, two young girls stepped out of a van: Betty and Kamala.
"Hey, thanks again for dropping me off," Kamala said, adjusting her backpack. "You really don't have to stay."
"I feel like I do," Betty replied with a grin. "I mean, you might want a friend around who actually knows what's going on, especially since I know you're worried about Franklin."
Kamala's eyes softened. "He's my best friend."
"Yep, that's right," Betty teased. "Just your best friend. Nothing more, right?"
"What?" Kamala blinked, caught off guard.
Before Betty could answer, a blue mist rolled down the street like a silent wave. It swept over them both, covering the entire block in a shimmering haze. The girls gasped as the mist enveloped them, their bodies glowing before solidifying inside two green cocoons.
In that instant, their fates changed forever, for they would never again be ordinary.
Franklin POV
We raced up the castle steps toward the top floor, hearts pounding, trying to figure out what the hell had just happened. When we burst into the control room, Iron Man, Black Widow, Karnak, and Crystal were already there, their faces pale, not panicked, but definitely not relieved either.
I took one look at them and felt my stomach drop. "Please tell me that sound we just heard is somehow good news."
They all exchanged uneasy glances. Then Natasha spoke, her voice calm but heavy.
"We couldn't stop the device without destroying it," she said. "And if we destroyed it, there wouldn't be any Inhumans left. So… I made the call. I replaced Ultron's virus with the Terrigen crystals. It created Terrigen Mist, it's spreading around the world right now, activating every Inhuman who doesn't know what they are."
The room went silent.
My heart sank. One name immediately came to mind: Kamala.
If she wasn't in the base… then the mist would've reached her by now. Part of me wanted to panic — but another part of me knew. She'd want this. She'd always dreamed of being a hero. I just hoped she was ready for it.
Tony finally broke the silence, looking at me curiously. "So, judging by the metal suit and the ominous glow, I'm guessing you beat Ultron?"
I sighed, glancing down at the metallic body of Ultron's old frame under my control through Upgrade.
"Yes and no," I said. "The apple doesn't fall far from the tree. The Ultron I fought? Just a copy. He planned for this. His real core code's still out there somewhere — and now we've got a sociopathic robot with the intellect and temper of Iron Man and Ant-Man running around."
Tony groaned, dragging a hand down his face. "...Shit."
One Hour Later
We'd finally rescued all the civilians Ultron had been holding captive. As soon as I'd deleted that copy of him, his entire army went offline, every last bot shutting down mid-fight. Right now, Tony was piloting the floating city back toward the ocean, making sure it landed safely.
While everyone else cleaned up the remaining Ultron scraps, I was busy in my Grey Matter form, crouched over a workbench surrounded by spare parts and scrap metal. My tiny hands worked fast, soldering and rewiring circuits with micro-precision.
"Aaaand… done!" I said proudly.
Everyone, the Avengers, and the Royal Family turned to look at what I'd been building. Sitting on the table was a small, sleek device that looked very familiar.
Medusa crossed her arms. "Is that what I think it is?"
I grinned. "Yep. A complete copy of your original Terrigen dispersal device. I also made full blueprints so you can reproduce it whenever you need to. That way, you won't have to worry about losing the original again. My suggestion? Keep the original somewhere safe and just use the replicas from now on."
Karnak nodded with genuine gratitude. "Thank you, Omni. This… this is extremely valuable to us."
I reverted back to my normal form, armor reforming around me. "Don't mention it," I said, brushing off my hands. "And before I forget, Omnitrix, do your thing."
The dial on my wrist glowed bright green, and a wave of energy pulsed out, washing over everyone in the room before fading away.
"Was it successful?" I asked.
The Omnitrix's mechanical voice replied, "Affirmative. Subject: Black Bolt. Power control calibrated. Suggest incremental vocal training, initial whisper level recommended. Current risk of accidental detonation remains high."
I turned toward Black Bolt. "You heard the watch, try speaking very quietly."
He hesitated, glancing at Medusa, then took a breath.
"Wait, wait, wait!" I said quickly, waving my arms. "Not toward anything important!"
Everyone froze. I ran over and gently turned him so he was facing a distant wall instead of, you know, us and the city's structural supports. Everyone else backed up a few steps, except Medusa, who stayed right by his side as always.
"Alright," I said, exhaling. "Now you can try."
Black Bolt leaned forward and whispered. None of us heard a thing, but Medusa gasped, covering her mouth in shock. He whispered again, and we still couldn't hear the words, but I saw his lips form them clearly: I love you.
Medusa's eyes filled with tears as she threw her arms around him, her hair wrapping him up in a tight embrace. For once, the King of the Inhumans could finally speak to his Queen.
I smiled. "Well, I'm glad today ended with at least one happy moment. Now, if you don't mind, I've got to go check on—"
"Oh no, you don't," Tony interrupted, stepping in front of me.
I stopped and turned toward him. "Tony…
He crossed his arms, raising an eyebrow. "Don't think I forgot. You said you'd explain everything once this was over. Well, it's over. So start explaining, especially what Ultron figured out and what the hell that watch really is."
He said it loud enough for everyone to hear. The Avengers and the Royal Family drew closer, all eyes locked on me.
I sighed. "Alright, alright. A promise is a promise."
I tapped the Omnitrix, and a holographic projection flickered to life, a prerecorded message explaining everything about the device, its creation, its purpose, and just how much power it really held.
By the time the message finished, everyone stood in stunned silence, a mix of awe, confusion, and just a little bit of fear.
Safe to say… they were very surprised.
"Incredible… millions of alien species, all in one device," Ant-Man said, eyes wide. "And it's not even from our universe. The multiverse theory just stopped being a theory."
Tony folded his arms, studying the Omnitrix on my wrist with that classic Stark curiosity. "Omni, I'd love to take a closer look at it, purely for research, of course. I want to see what kind of tech we're dealing with here. The thing's holding millions of DNA samples, that's beyond anything we've ever seen."
I chuckled lightly. "Sorry, Tony… I really don't know how to say this nicely."
He raised an eyebrow. "Try anyway."
"Even if I let you study it, you wouldn't be able to figure it out," I said. "The guy who built this thing was beyond genius. I'm talking on a level that makes Earth's smartest look like they're still learning to count. You'd just be staring at something you could never fully understand."
Tony frowned slightly. "Challenge accepted."
"Yeah, well," I said with a smirk, "good luck trying to study it when it doesn't come off my arm. And I'm definitely not sticking around while you try to tinker with it."
I took a step back as the Omnitrix symbol pulsed with green light. "Like I said before, I've got someone I need to check on. I'll see you guys next time the world's about to end."
A swirling green portal opened behind me, light reflecting off everyone's faces. I gave a small wave, stepped through, and vanished as the portal sealed shut.
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AN: I bet you didn't guess I would make Betty an inhuman.