WebNovels

Chapter 35 - Chapter 26 The Ultron Imperative II

eanwhile, back in the bridge, Hulk approached Ultron as the robot floated back to the floor. The Green Goliaths fists clenched his fists so hard; diamonds could form. His eyes burned with pure rage, but he'd be lying if he wasn't also slightly happy at this turn of events.

He hated Ultron, for killing Thor and hurting his friends. But he was also frustrated that he didn't get a chance to smash it to pieces the first time around. Ben, beat him to it and while he was glad the robot got what it deserved. He really wanted to be the one to pulverize this thing. So, when he heard that Ultron was back, he almost grinned as he would finally get the chance to smash this thing once and for all.

"I cannot be defeated, monster. But I do not expect you to understand that." Ultron stated as he stood before the Hulk.

The Gamma Brute almost laughed at the irony of the Robots words. It had Gaul to call him a monster after what it did? Now Hulk was really gonna lay into this thing.

"Ben smashed you before. Now it's my turn!" Hulk roared as he punched his fist into his palm.

"No, I think not." Ultron replied as he stood motionless, while Hulk loomed over him.

The Gamma Giant raised his fist and sent it roaring towards Ultron. The Machine responded by raising his shield again. Unlike the last time, Ultron magnetized his feet to the floor under him and braced himself as the green fist made contact with his shield. The impact rattled the entire Helicarrier, but Ultron held his ground.

Hulk snarled through his teeth as he sent another blow to the shield. Again, the impact sent tremors all throughout the airship.

Even without his Heads-Up Display monitoring and feeding him information, Iron Man could still make the mental calculations in his head. But he didn't even need to do that to tell that the S.H.I.E.L.D HQ would not be able to last long against this pounding.

Fortunately for him, it seemed Ultron quickly calculated that putting all his energy to block the sheer might of the Hulk was a futile effort as his power levels would be depleted, long before the vibrations caused by the Gamma Mutants attacks would destroy the Helicarrier. As such, Ultron dropped his shield and elected to dodge the Hulks next blow and counter with an attack of his own.

Given their similar size and abilities, Ultron summarized that the Hulk would logically share the same weak points as Rath. Meaning that a few well-placed strikes will disable the Green Giant, just as easily as the Tiger Alien.

Locking onto its target, Ultron launched forth and struck the Hulk in his right shoulder joint, with a precise and powerful jab. The Robot quickly recoiled in order to wait for its next opening. Only for Hulk to grab Ultron with its right hand and slam the robot into the ground, hard.

An Error had occurred in the A.I.s logic. Hulk, despite being struck with the same force and precision that dislocated Raths shoulder, managed to continue using his right arm without any discomfort or pain.

A quick re-evaluation of all available data in that fraction of a second was all Ultron needed to work out the error in his calculations. The most common piece of knowledge about the Hulk is that his power is tied to his rage. The angrier he becomes the more his strength rises. But not just his strength, his durability as well. To the point where not even a powerful precise strike from a super strong robot could injure him.

The one thing Ultron failed to take into account was just how angry the Hulk really is at this point. In the past, Hulk's anger started out relatively small when a fight begins and only grows the longer it goes on. Ultron took these patterns and adjusted his algorithm accordingly. Unfortunately, due to his logical thinking the Robot didn't take into account that in the past day, Hulk's friend was killed by him, with the rest injured and/or in the hospital and he was denied the opportunity to smash the being who did it.

He was beyond angry at this point.

A revelation Ultron put together a little too late as Hulk grabbed him by his leg and hoisted the Robot into the air and proceeded to punch Ultron with incredible force, sending the machine flying into the wall again. Only this time Ultron impacted with enough force to dent the wall, with the entire chest cavity of his body caved in from the blow, allowing with one of his arms broken and hanging off the joint by a few wires.

Hulk grinned at the state of the robot. This was easier than he thought. Hard to believe this machine gave the others such a hard time or was even capable of killing Thor. But that didn't really matter to him. All that mattered, was that he was finally getting his revenge.

"Not so tough now. Are ya." Hulk boasted as he approached the damaged robot.

Ultron glanced at his arm, then to the Gamma Giant.

"I am not so easily destroyed." The robot stated as it stood up to his full height.

Suddenly, the dent in Ultron's chest popped back out. The metal smoothing itself out and reforming as if it was never damaged in the first place. The Robots arm retracted back into its socket, with the torn metal appearing to meld itself back together as if Ultron just hit the rewind button on himself.

Hulk raised an eyebrow in confusion, while behind him Wasp held an equally confused expression while Iron Mans eyes widened so much, they practically popped out of his head.

The Gamma Giant narrowed his eyes and proceeded forward. "Fix yourself all you want. I'll just smash you again!"

"No. You will not." Ultron stated, raising his palm.

Hulk roared as he raised his fists above his head. Ultron's palm glows green and rippled of green energy seemed to be pulled into the robot's hand. Hulk grunted in discomfort as he started to feel weary. The Robot continued its lightshow as more waves of energy seem to flow right into its palm.

"Smash... you..." Hulk grunted as he tried to push forward to his target, but his arms and legs started to stake. It was a sensation Hulk was unfamiliar with, but the more he struggled, the more it dawned on him what this feeling is. Weakness.

The Hulk grew weaker and weaker until his body started to shrink, and the green faded from his skin. In a few short seconds, the Incredible Hulk turn back into Bruce Banner.

Wasp gasped, while Iron Man mentally slapped himself for not seeing it sooner. Ultron absorbed the gamma energy right out of Hulk. Usually, that kind of feat in the middle of a fight would not be possible. Especially with a ticked off Hulk, constantly generating gamma through his system. But Ultron allowed Hulk to damage it, make him think he was winning, make him happy. Then when his guard is down, zap him of his lowered gamma levels before he has a chance to charge himself back up again.

With the biggest threat in the room neutralized, Ultron raised his hand and charged up a blast to vaporize the Scientist.

Just then, Iron Man launched himself forward using his thrusters, his right fist raised as he tried to strike Ultron. But the Robot quickly raised his shield and blocked the Armored Heroes attack and followed up with a powerful blast from his palm. Iron Man yelled in pain as the energy tor pieces of his armor off and heated up the metal, causing it to burn against him on the inside. Luckily for the Billionaire, his under suit is designed to protect him from temperature extremes, so he wasn't at risk form any 3rd degree burns or higher. Still the heat from that blast was intense as it left scorch marks on the armor.

Iron Man groaned as he stumbled from the attack but managed to raise his head to glare at Ultron.

"Even if you take us down, there are more Avengers on their way." Iron Man said defiantly.

"You are lying." Replied Ultron.

While it would seem, the Robot was just calling his bluff, Iron Man knew that Ultron, most likely, is still connected to his remaining suits and is still engaging the remain Avengers. Even if Hawkeye and Black Panther could destroy them, there was no way they could reach the Helicarrier in time to help. They were on their own.

Ultron raised its palm and charged up another beam to blast Iron Man. But the moment he fired, a red blur swooped in and came between the Armored Avenger and a pair of green energy beams shot forth and intercepted Ultron's red beam in a clash of power.

The Metal Menace stopped as if stunned to see Jetray standing before him. His eyes glowing with power, having used his neuroshock beams to counter his beam.

"As long as I'm still breathing. You won't kill anyone, ever again." The Alien Teen snarled at the Machine.

"If Thor could not stop me. How could you?" Ultron replied, his cold eyes locking with Bens.

For a brief moment, the Alien Teen felt the twinge of pain. His trauma pounding on the door of his mind. But this time, he would not answer.

Jetray tapped the dial and transformed in a flash of green light.

"Ampfibian!"

The jelly fish alien raised his four tentacle arms as the sparked with blue electricity, while staring daggers at the A.I. Villain.

"That's not gonna work on me this time." He said with determination.

With that he fired four beams of electricity from his arms, which Ultron blocked with his shield. Ampfibian then flew towards Ultron, turning intangible as he did and phased through the energy field. He turned tangible again, while reaching out his tentacles, in an attempt to grab and shock Ultron.

But the machine intercepted him and grabbed his two right arms and swung the jellyfish alien into the ground. Ampfibian tried shocking Ultron with the arms the robot grabbed, only for Ultron to absorb the electricity through his palm like a sponge.

Ultron aimed his free hand at Ampfibian, preparing to blast him in the face. When a series of yellow energy bolts, started hitting Ultron's metal body, distracting him. Ultron turned to see Wasp flying at him, firing her stingers at a rapid pace.

While her stingers did next to nothing against Ultron's metal shell. It did provide enough of a distraction for Ampfibian to slip out of Ultron's grip and proceed to get behind the robot and wrap him up with his tentacles. The jellyfish alien unleashed a cascade of volts through the Rogue Robot. Blue electricity danced across its metal body as Ampfibian continued to pour more and more energy into it. Hoping that the increased charge would overload and fry its CPU.

Suddenly Ultron's head rotated like an owl to face him and blasted him in the face with a beam from his mouth. The force of the blast knocked Ampfibian off and he fell to the ground, his face smoking from the beams impact. The pain from the blast, stunned the alien and his vision became blur due to the brightness of the beam.

Suddenly, Ampfibian felt a strange sensation. He could suddenly make out a series of images in his mind, making out blue glowing lines that seemed to be flowing along the ground and in certain areas around him. He then noticed some other strange lines, each one making a humanoid shape. About two of them were yellow, with one smaller than the other and the bigger one glowing blue in the middle of its chest. The third one was lying on the ground, but glowing green and the four one, that was closest to him, glowed red.

The red one pointed its arm at him, and the tip of the extremity started glowing brighter.

"Ben, get out of the way!" He heard Wasp scream.

Immediacy Ampfibian dodged and saw a line of red, flow out of the red beings form, striking an area of blue lines, causing some of them to go dime or leaking blue.

Ampfibian shook his head as his eyes started to clear up, that's when the red being started to fade and morph into Ultron. That's when the Alien Teen put it together. He was seeing the energy flowing in everything. From the wires in the Helicarrier, to the energy flowing in Ultron and his teammates.

Times like this, remind Ben that his aliens have more than just the standard senses that he's used to as a human. Perhaps it's time he uses those morning sessions in the training room for more than just breaking stuff as Rath.

But, this was no time to be pondering future endeavors as Ultron raised his hands and fired several energy blasts at the alien. Ampfibian quickly dodged the attacks, gracefully flowing around each energy beam due to the flexibility of his body.

Despite his fixation on the Alien Teen, Ultron was still aware of his surroundings as the machine activated its energy barrier to block several blasts from Wasp and a torrent of fire from Iron Mans flamethrowers. Ampfibian took this opportunity to float behind the machine and tape the Ultimatrix dial.

"LODESTAR!" The Alien Avenger yelled.

Ultron turned to face the Magnetic Alien; his force field still erect as Lodestar pointed his pincers at him.

Magnetic waves, ripped from his claws and washed over the Metal Being.

"I have upgraded this chase from our last encounter, Benjamin." Ultron stated as he casually walked towards Lodestar. "Your magnetic manipulation, will not affect me this time."

Lodestar narrowed his eyes. He figured the same move wouldn't work twice, but he just had to be sure. Ultron's body is still made of metal, but he could feel Ultron projecting a field around its body that is matching the same polar charge as his own magnetic field, effectively repelling each other, preventing him from magnetizing the robot.

"I had a hunch. Just had to be sure." Lodestar replied as he used his powers to rip metal plates from the floor and use them as a shield to block Ultron's energy blast.

He was about to try and formulate his next plan of attack, when a flash of light shot past him, like a bullet and slammed into Ultron, sending him flying across the room, past the other Avengers and landing at the far end of the bridge, just under the monitors.

Lodestar looked to see Carol standing before him, her body glowing with yellow energy. She turned back and gave him a warm smile and nod. Lodestar nodded back, despite not being able to smile in his current form, his eyes carried his intentions clearly to her.

The sound of footsteps echoed behind him and Lodestar turned to see Maria Hill, Spider Woman, Agent Coulson and Agent Venom running back into the room.

"Thought you could use some help." Spider Woman said in an upbeat tone.

"Thanks." Lodestar replied as the S.H.I.E.L.D Agents and Avengers all gathered together.

Coulson looked over the battle worn Heroes. Seeing them in this state, especially the Hulk reduced to his Banner form, really cemented just how serious situation is. The fact that Thor and the other's members of the team were also not present, did not bode well either.

"Well, you certainly look like you've seen better days." Coulson said sarcastically, trying to lighten the mood a little to lift the groups spirits a little.

"We'll look a lot worse if we don't stop Ultron here and now." Iron Man replied, not taking his eyes of Ultron.

This was slightly concerning to the Agent. Tony Stark is known for his humor in the face of danger. The fact he couldn't throw back his usual banter with the Agent is a clear indication on how screwed they are.

Ultron stood up and faced the gathered unorthodox group of assembled Avengers and Agents.

"Despite the animosity between you. You are willing to unite against me?" Ultron questioned, almost surprised at this behaviour.

"Thought you were supposed to be logical, Ultron?" Lodestar said condescendingly as he stepped forward. "When faced with a common enemy, humanity will always stand together."

The Avengers present couldn't help but smile at the young Heroes words. Throwing together a heroic speech that would make Cap proud. Carol and Spider Woman also smiled at his little speech. In their line of work, they don't really see a lot of moments to support that claim. But every once and a while, they come across those little moments that just makes the job that much worth it.

Ultron's eyes flashed as if enraged by this act of humanity. "It is inconsequential. I have what I need."

Maria's expression hardened, but the shaking in her hands was a clear indication of her fear. A feeling everyone else shared, even if they didn't know why.

"What does he mean?" Wasp asked, with a worried tone.

"The codes." Maria Hill answered as the monitor screens behind Ultron turned on, displaying a green image of the world map. "He's got S.H.I.E.L.D.'s missile codes."

Everyone froze in utter shock at those words. It didn't take anyone long to put together that there was only one kind of missile that could bring about the mass extinction that Ultron intends.

"Director Maria Hill, security codes accepted. Nuclear missile launch in progress." The computers voice announced, as the screen started blinking across America. Blue dots with the words 'Initiate Launch' appeared across the country…

Then across the rest of the world.

"He's firing a nuclear missile?" Wasp gasped in shock.

Maria Hill shook her head. "No, not a missile. All of them."

The colour drained from Janet's face, along with every other person in that room, with the exception of Lodestar. He could only look at the screen in horror as every blue dot turned red and a red arrow emerged from each, indicating a launch of a nuclear warhead.

Even at his top speed as Jetray, he would only be able to take out a small number of those missiles safely. But there were hundreds of missiles launching and if he got careless on just one of those warheads, millions of people could die from the radiation poisoning. The only chance they have left, is to take Ultron down and disable the missiles before they impact.

Ultron turned to face the monitors as if to look at them. But really, he didn't need to watch the screen as the A.I is connected to every nuclear device in the world, arming and launching them as the confused and panicking personal try in a vain attempt to stop them. But even the best hackers in the world, cannot keep up with his coding.

"Humanity has failed as a species." Ultron said, projecting his voice across every speaker and audio device he could connect to. "You have accomplished much with your limited capacity, but ultimately you were too greedy and too frail to ever last in the environment you have created. Soon the Earth will no longer be inhabitable for any biological organism. Man, woman, child, plant, animal, fungus, or bacterium. All life will cease to exist. This is not a threat. There is nothing you can do to stop it. The process has already begun."

As he spoke, all the assembled Heroes and Agents opened fire on the Robot. Iron Man used his flamethrowers, Wasp used her stingers, Carol fired her photon blasts, Spider Woman unleashed her venom blast, Maria Hill, Coulson and Agent Venom all draw their respective blasted and fired. All the weapons impacted harmlessly against Ultron's shield as he continued his broadcast.

The only one that wasn't attacking was Lodestar. The Alien Teen saw that attacking the shield was pointless. Ultron could hold out until those bombs dropped, so just attacking it would be pointless. They needed to get Ultron to drop the shield and attack him directly. But the only time Ultron ever drops his shield is when…

Lodestar turned to the group.

"Guys, I've got a plan." He said, as Iron Man, Wasp, Carol and Spider Woman all stopped their attacks to listen to him. However, Maria Hill, Coulson and Venom all continued to fire like they didn't hear the Teen.

Not wishing to waste time, the magnetic alien addressed those that will listen.

"Attacking that shield isn't getting us anywhere." He told them.

"I agree." Replied Iron Man. "We don't have the firepower to take out that shield. This suit isn't outfitted with anything to take on that. And unless we can get the Hulk up and running?"

They all turned to the meek Scientist who has been standing behind the firing line, looking like he might keel over at any moment.

"Sorry." Bruce said in an exhausted tone. "But Ultron seems to have drained the gamma from my cells. And we don't have time to waste to recharge them."

"Don't you have an alien that could take down that shield?" Carol asked.

"I do, but they'll either take too long to disable it or be more of a danger to everyone else than Ultron is right now. By that time, it'll be full judgement day." The Alien informed them.

"So, what's the plan, Ben?" Wasp asked eagerly.

Lodestar looked back at Ultron as he continued to broadcast, with his back to them and his shield raised.

"He puts up that shield to block energy attacks. But whenever someone hits it, he drops it and fires back. I don't think he can keep the shield going and attack at the same time." He theorized.

"A good deduction." Bruce chimed in. "His power cells likely can't regulate the surge powering both the shield and weapons. His system would overheat if he attempted to."

"So, if we want him to drop it, we'll have to attack close range."

"Good plan. Except for the whole, getting blasted part." Spider Woman pointed out.

"I can take it." Carol said, confidently."

"You could. But Ultron is tougher than he looks, and he learns quickly. He's probably figured out energy attacks only make you stronger." Lodestar stated.

Carol gritted her teeth, knowing he was right. "So, what do you have in mind?"

"I need you, Spider Woman and Venom to attack him head on. He's gonna fight back, so get out of the way as fast as you can. That should give Tony and I a chance to get in close."

"Huh? Us? What are we doing?" Iron Man asked confused.

"Trust me on this. We just need to get close." The Alien Avenger assured the team.

The others looked to each other and nodded. They couldn't afford to have any doubts now. With the world only minutes away from destruction, faith is really the only thing they have left.

Lodestar then turned to Bruce. "You know a thing or two about bombs, right?" he asked.

It might've been a sensitive topic to the Gamma Scientist, but there was no time to be gentle now.

Bruce nodded in response as Lodestar pointed to the terminal.

"Once Ultron is taken down, we'll need you to disable those missiles. Think you can do it?" The Alien Teen asked.

Bruce looked at the console with a hesitant expression. "I might be able to. But computer hacking is not really my specialty."

"Leave that to me." Iron Man reassured. "Once Ben and I do our thing. I'll help get you into the computers."

"Sounds like a plan, team." Wasp said with renewed vigor.

"It's Hero Time!" Lodestar yelled as he and the others moved out.

Carol managed to grab Agent Venoms attention and conveyed a few hand signals which somehow translated Ben's plan to him as he withdrew his weapons and fired a black webline to swing into the action.

All while Ultron continued his speech to the world, not paying them any attention.

"I receive no pleasure in this. It is simply the only solution. There must be peace and order. The end of life on Earth will ensure that. Goodbye."

As Ultron finished his speech, Carol took this opportunity to fly forward and strike his shield with her fist. A shockwave erupted from the impact, but Ultron did not budge as he quickly dropped the shield and attacked Carol with a powerful right hook. The Super-Agent tried to block the attack, but without anything to brace herself against, she was easily knocked away from the attack.

A black tendril suddenly shot forth and wrapped around Ultron's arm and pulled it aside. The robot looked up to see Agent Venom, perched upside down on the ceiling, holding onto the black line and pulling as hard as he can.

Ultron raised his left arm to blast the Symbiote Warrior, when Spider Woman leaped at him from behind, grabbing onto his back and unleashed her venom blast. Sending volts of green-yellow electricity arcing over the Robots body.

However, that did little to impact Ultron as he yanked his right arm forward, pulling Agent Venom off his perch, flying towards them. The Symbiot Warrior collided with Ultron, causing the electricity flowing over its metal body to be conducted over to him. Shocking Agent Venom, causing his symbiote suit to go haywire, as one of the alien parasites weaknesses is electricity, parts of it started retracting, showing his human form underneath as he screamed in pain.

Seeing how her powers are hurting her teammate, Spider Woman stopped her attack. Only to have Ultron throw Agent Venom into her, knocking them both away from him to the ground bellow. But, before the A.I. could vaporize them, Carol flew back into the fight and punched Ultron in the face. Knocking him slightly back, but not enough to actually damage the machine.

As the battle raged on, Lodestar approached Iron Man.

"Ok, Kid. What's the plan? Fair warning, I don't have much left in this old suit." The Armored Hero explained, still unsure about the plan.

He's already checked his suit and the armors integrity has been severally weakened from just a few attacks from Ultron, not to mention the fuel tanks for his flamethrowers are almost empty and he only carried two mini missiles in the armor. Once again, he berated himself for not upgrading this suit sooner.

"We are gonna take out Ultron." Lodestar explained vaguely.

Through the eye slots of his helmet, Iron Man gave the Teen Alien a confused look.

"Kid, don't know if the magnetic waves are messing with your head. But this suit is not exactly effective against that. Unless you plan to launch me at him like a rail gun? I don't see how I can be effective here." Iron Man stated, as he and Lodestar looked at Ultron's battle with the SHIELD agents.

"Besides, Ultron is clearly hooked up to the internet. We break his body, he'll just upload to a new one." He proceeded to explain.

"I know." Lodestar replied as he faced the Armored Hero. "I have a plan for that. But I'll need your help to get close."

Iron Man glanced at the young hero with clear skepticism. But then shrugged as he placed his metal hand on his shoulder.

"Your crazy ideas have a tendency to work, Kid. So why not give it a go." He said with a smirk.

"Thanks, Tony." Lodestar said sincerely. Grateful that his team leader had so much faith in him.

"And if it fails, worlds gonna end anyway. So, no one can put the blame on me." Iron Man finished with his trademark snark.

Lodestar gave the Armored Billionaire a deadpanned expression. "Thanks."

"So, what's phase one of your master plan?" Iron Man asked.

If Lodestar could move his mouth, he would've smirked. "We give that suit an Upgrade."

With that, Lodestar tapped the Ultimatrix dial and in a flash of green light, he transformed into the techno-organic alien, crying its name aloud as he did.

Not wasting any time, Upgrade's body shifted into its liquid state and proceeded to envelop Iron Man's armor. Flowing into the armor, changing and enhancing the old suit. The Armor changed, with the armor plating becoming smooth and interlocked, with no exposed gears and the back mounted motor is also gone. The helmet is now fully enclosed, while keeping its original shape. Green lenses covered the eyes, given them a green glow along with the arc reactor. The gauntlets were also altered to actually include repulsors in the palms. The entire suit had Upgrades green patterns running along the body with the only exception being the blue glow of Iron Mans arc reactor. The Ultimatrix symbol is situated on the armors waste line like a belt buckle as the chest was already occupied.

Tony looked around inside his altered helmet as a green tinted HUD illuminated, in an almost identical setup to his standard armor. A green circle appeared in the center of the screen, representing Upgrade's face, that flashed when it spoke.

"What do you think?" Upgrade asked the Billionaire, as he inspected the suit. Looking at the various images and readouts the HUD was displaying for him.

Tony then gave the Alien a curious look. "I think, it's pretty coincidental that you managed to copy the exact setup of my suits systems down to the smallest details."

Had Upgrade been an emoji, he would've turned into the smiley face with the sweat bead on its forehead.

"Hehe, lucky guess?" He said nervously. The circle image flickered, upon saying that, as if receiving some interference.

Tony gave the Alien Teen an incredulous expression. Clearly not buying the Teens feeble attempt to hide something. But the sound of an explosion, caught their attention as they witnessed Ultron being bombarded by a series of explosives, thrown by Agent Venom.

"We'll talk about this later." Tony said as he got into a fighting stance. "So how does this work, with you and my armor?"

"Fight as you normally would in your suit. I'll make the weapons and anything else you need. But you have to get close to Ultron." Upgrade explained.

"How close are we talking here?"

"Close enough to see your reflection in that shiny metal face."

Tony grimaced at that detail. That close is a little too close for comfort. Especially since it means standing at point blank range to Ultron's weapons.

"Kid, you better not get me vaporized!" Tony exclaimed as he activated the upgraded thrusters on his suit. Green flames, burst from the souls of his boots as Iron Man rocketed off the ground.

The Armored Hero instantly felt the familiar rush of flying in a highly advanced suit again. For a brief moment, he felt calm, as if he could really embody the title of Invincible the tabloids kept giving him. It was that serenity that allowed Tony to charge right at Ultron.

The robot had grabbed Agent Venom by his tendrils and yanked him towards his metal grasp, while he held Spider Woman by her raven hair. Ultron proceeded to toss Agent Venom into Warbird, who attempted to rush him, knocking both down.

It then turned its attention to Spider Woman and opened its free hand as red energy gathered in it. But before Ultron could blast her, Wasp flew right in front of the robot's face and fired two stinger blasts point blank into the machines optics. Just like with the Iron Man suits before, her bio energy caused some feedback which temporarily blinded the Machine. As if on reflex, Ultron released Spider Woman and swung his hands in front of his face in an attempt to swat Wasp out of the air.

The Size Changing Heroine easily avoided the strikes with grace and agility. She then noticed the newly Upgraded Iron Man flying towards Ultron and quickly flew away from the Robot so she wouldn't be in the way.

With Ultron clear of any allies, Iron Man aimed his hands at the Rogue A.I. Green energy charged up in the palms and unleashed a powerful beam of green energy at Ultron. The beam collided with the machine, forcing him back and colliding with the catwalk of the bridge.

Iron Man ceased the attack and seemingly responding to his mental commands, Upgrade deployed a series of missile launchers from his shoulders and arms. They proceeded to unload a whole salvo of explosive ordinance.

Unfortunately, Ultron recovered from his initial assault and deployed his shield, causing the projectiles to impact harmlessly against it.

The Armored Avenger clenched his fist and rocketed towards the Mechanical Menace, his knuckles changing shape to resemble a type of brass knuckle, which sparked with green electricity.

The Armored Hero delivered a powerful haymaker to the Robots energy shield. Electricity surged over the red sphere along with a powerful shockwave that cracked several of the remaining windows of the Helicarrier's bridge.

With his opponent now in striking distance, Ultron dropped his shield and sent his metal fist towards Iron Man's head. Only for the Iron Avenger to catch the silver fist with his armored hand. Ultron's head twitched slightly, as if shocked by the action.

Both Upgrade and Tony smirked at the Robot's confusion, the former doing his equivalent of a smirk. Thanks to the Alien Teens improvements to his suit, the Armor is now capable of reacting to the speed of Ultron's advanced body.

Ultron attempted to attack Iron Man with his other fist, only for the upgraded Armor Wearer to catch that limb as well. The metal beings grappled with each other, each trying to overpower the other.

"This exercise is nothing more than futile. The missiles will impact and all life on Earth, will cease to exist." Ultron stated as he continued to grapple with the pair.

"Not today, Chrome Dome!" Upgrade announced.

Suddenly Upgrades liquid metal body flowed across Iron Mans armor and onto Ultron's hands, climbing up his arms and onto his body. The Mechanical Menace, didn't even have a chance to react before the Techno-organic Alien, enveloped him in his liquid metal body.

With his armors upgrades now gone, Tony moved away from Ultron and Upgrade. The Alien Teens plan now finally becoming clear to him. Upgrade would use his technology manipulation abilities to shut Ultron down for good and possibly disable all the nuclear missiles as well.

Ultron flailed around frantically, trying to grab and pull the Alien Hero off of his body, but the robot was literally grabbing liquid that flowed right through his metal fingers each time he tried to grip Upgrade.

It took a matter of seconds for Upgrade to fully envelop Ultron in his form. The Robots body didn't change or enhance in any way as Upgrade's objective was to control Ultron, not improve him.

After a few more seconds of thrashing and twitching, Ultron froze and stood motionless. His arms down by his side like a statue. To all who looked at him from outside, Ultron is now sporting a new black and green color scheme, with the Ultimatrix symbol on its chest, standing motionless in the middle of the Helicarrier's bridge.

But inside, was another story.

Upgrade, in his normal form, floated inside a large void. Around him were rows and columns of red boxes, each larger than him, all displaying images or videos of different kinds.

It didn't take Upgrade long to figure out that these were all of Ultron's files and memories. All stored in his code that make up who he is.

Suddenly the rows all shook as lines of code flowed around Upgrade, before accumulating into Ultron's face.

"Warning, foreign code detected. Commencing purge." Ultron's voice blasted through the void, causing Upgrade to shake from the force of the A.I.s presence.

The Ultron projections eyes glowed and a pair of beams fired from them. Upgrade raised his hand and a green energy shield surrounded him and blocked the beams. Once the attack had finished, the Alien Teen dropped the shield and lowered his hand.

"It's over, Ultron. I'm turning you off and there's no way I'm turning you back on again." Upgrade said as he pointed his hand at the projection.

Green energy fired from his fingertips, like energy whips made of computer code. The whips struck the Ultron projection, and the green energy flowed through the construct like an infection.

With a sound like a high-pitched screech, the giant red head turned green and dissipated into a cloud of pixels and scattered like dust in the wind.

Upgrade turned his attention to the rows of boxes on either side of him. He held his hands out to both sides and fired more beams of coding from his fingers. Each line striking a red box, turning them from red to green, before spreading to the next box and infecting it with his own code.

As his code spread, Upgrade did his species equivalent of smiling. The satisfaction he felt, as he was on the verge of finally ending Ultron once and for all. But the ease of this progress did cause some sadness in the Teen Heroes heart.

Upgrade is his best Alien for dealing with technology-based villains like Ultron. Any tech he merges with, bends to his will. If he had used Upgrade from the start, could he have stopped all this? Would Thor still be alive had he just used the Living Metal Alien?

It was in this moment, the Young Hero decided that he needed to make a more conscious effort in his choice of aliens in his future fights.

Suddenly, his train of thought is interrupted by a sudden shockwave that blasted though to digital void, sending Upgrade tumbling back.

Shaking head, the Alien Hero looked ahead to see more lines of red code appear from the void and come together to make a new form. Not just of Ultron's head, but the rest of his body as well. The red construct, stood in the void with its hands behind its back, staring Upgrade down, who got into a fighting stance. Both sides staring each other down.

"Your actions are flawed. My A.I. is too sophisticated to be brought down by a mere virus." Ultron stated, raising one hand in front of him and fired a red beam from his palm.

Once again, Upgrade raised his shield and blocked the attack. However, this beam was stronger than the last, managing to push him backwards in the void and causing his arm to feel tingly. But the Teen pushed those thoughts aside as he narrowed his eye at Ultron.

"I'm no virus, Ultron." Upgrade replied confidently, standing tall and raising his left arm, turning it into an advanced cannon. "I am…"

"A Techno-organic organism, from an Extraterrestrial race on a moon from your dimension." Ultron stated, interrupting the Alien Hero. "A race that is a near perfect unison of biology and technology. Capable of merging and enhancing technology, beyond the original capabilities. But are weak to electricity and magnetic fields."

Upgrade glared at the robot. His posture holding firm, and his confidence did not waver. Ultron was connected to the Avengers systems, accessing the files on each and every member of the team. Including all the information of Bens aliens, information that he had both shown and told to his teammates.

He thought that by sharing that information, it would make trust and coordination with the others better in the field. Sure, he did suspect that at some point, a villain would steal those files and read up on him. Wouldn't be the first time a villain would study his aliens and abilities to try and counter them.

Which is why Ben asked Tony to only put in surface level information on his alien's powers. The kind of brief description that you would find on a Wikipedia page. Informative, but doesn't go into the specific capabilities of each one of his aliens are capable of. So, while anyone with those files, will get a basic understanding on what his aliens can do. They will have no idea on how truly powerful he really is.

"I see you've done your homework." Upgrade scoffed as he aimed his arm cannon at the A.I. projection. "You may know how my aliens fight. But you have no clue what I can really do."

With that, Upgrade fired his cannon. A beam of green energy blasted forth, striking Ultron's projection in the right side of his chest. Blowing apart a large portion of his upper body, along with the right arm.

The Alien Teen couldn't help but feel a sense of satisfaction from that attack.

Suddenly, Ultron's projection reformed its body through red pixels of data, restoring the damage like nothing happened. Its red eyes glowed bright as their cold stare, sent shivers through Upgrades body.

"No, Benjamin." Ultron replied, his voice pulsating through the void with enough intensity for Upgrade to feel the pressure. "It is you, who does not comprehend what I am capable of."

Ultron's projection raised its arms. Suddenly, the whole void started to shake like some kind of digital earthquake. Upgrade's eye widened as all the boxes that he had infected with his code, turned from green back into red. As if all his work meant nothing.

The pressure Upgrade felt before, increased dramatically. The Ultron, he was fighting now had a completely different feel to him. Like he just pulled off a mask and revealed his true form.

Ultron proceeded to fire a pair of beams from his eyes. Upgrade raised his shield to block the attack. But, upon contact with the beams, the shield shattered like broken glass and the beams struck Upgrade in the chest. The Alien Teen screamed in pain as the red energy bore into him.

After a moment of excruciating pain, Ultron ceased his attack and Upgrade hunched over. While this alien form does not possess lungs, the sheer pain of the experience caused the Alien Teen to grab his knees and gasp for air.

His moment of relief was cut short when Ultron grabbed him by the neck and lifted him up. Pain once again filled his body as Upgrade tried to pry the hand away, but to no avail.

Ultron held Upgrade close to his face as he looked him dead in the eye.

"I am beyond, mere programming." Ultron explained, his monotone voice almost sounding malicious to Upgrade. "This form is capable of enhancing technology. I will put its power to proper use."

Upgrade screamed, as he felt more energy flow into his body as Ultron drove his other hand into his gut.

Outside on the Helicarrier bridge. The Avengers and S.H.I.E.L.D Agents all stood on the opposite end of the bridge, all with different levels of worry and anxiety. Upgrade had been bonded to Ultron for just few moments with neither a motion or a word from either of them. While it's given everyone a moment to breath and gather themselves. The tension had not eased.

"Somethings wrong." Wasp said, concerned. "Ben's been merged to Ultron for way to long."

"Give him a minute. He's probably just wrapping things up." Iron Man assured her.

"He's had plenty of minutes, Tony. You've seen Upgrade in action, he should've destroyed Ultron in seconds." Wasp countered, her tone growing more and more anxious.

Hearing that, only added to Carols own worry. She hadn't seen Ben use this form before. But she could tell from her own experience and the reaction of his teammates, that this wasn't normal for him. In fact, the lack of movement from him or his usual quips was very concerning for her.

"Think we should get him off of that thing?" Spider Woman asked.

"Might be difficult." Agent Venom commended. "He's like a symbiote for machines. It might be hard or even dangerous to try and remove him by force."

"We can't just stand here and do nothing. Those bombs are gonna hit in a few minutes." Coulson commented, before turning to Maria.

"Director Hill. What's your order?"

Before Maria could respond, Ultron's hand twitched. All eyes fell on the Mechanical Being. The hand slowly clenched as red electricity sparked across it.

Suddenly, Upgrade's form started to shift and warp across Ultron's body. A flare of hope, rose in the heroes as it seemed that Upgrade had finally finished off Ultron once and for all…

Only for Ultron's red eyes to illuminate from either side of Upgrade's eye on the robot's face. This was followed by Upgrade's voice screaming in pain as red electricity arced across his body.

Shock and horror etched themselves into the heroes faces as the green lines of Upgrades body, slowly turned to red. Starting from the chest around the Ultimatrix dial and slowly spreading across the rest of the body like an infection.

"GET HIM OFF THAT THING, NOW!" Wasp screamed in horror.

"How!?" Agent Coulson asked as he aimed his gun at the Ultron, unsure whether to shoot or not while Upgrade is still fused to him.

"Upgrades body is made of living metal. Crank up the volts!" Iron Man said, turning to Spider Woman.

The Spider Heroine turned to the Armored Avenger with an unsure expression. "B-But won't that hurt him?"

At that moment Carol turned to her with a pleading look in her eyes. "Jess, please." She begged her friend.

Spider Woman looked at her best friend and understood what she meant. Better if Ben just got hurt than be lost to Ultron forever. She mentally apologized to the Alien Teen for what she was about to do.

Spreading her web wings, Spider Woman flew forward, her hands crackling with yellow electricity as she grabbed Ultron by the shoulders and unleashed a massive wave of voltage.

Upgrades body spazzed and flailed from the attack as he screamed louder from electricity coursing through him. Spider Woman winched at the sound of the Alien Avengers pain. It pained her, causing this much agony to someone she considers a friend. But it was necessary to save his life. She only hoped he would forgive her, once this is over.

She could feel his body writhing in pain from her venom blasts. But she didn't let up. Not until Upgrade was free of Ultron. After a few seconds of agonizing pain for both parties, Spider Woman felt Upgrades body contort under her hands, bunching together in a semi-solid state. Her quick reflexes instantly closed her hands around the masses, and she pulled with all her strength. The Liquid metal of Upgrades form stretched and peeled off Ultron, like gum stuck to a shoe.

The red glow of Ultron's infection had almost reached Upgrade's eye. With one final scream, Spider Woman yanked as hard as she could. An audible snap sounded as Upgrade was ripped from Ultron's body and both Heroes tumbled across the metal floors of the Helicarrier.

Spider Woman groaned as she rose to a sitting position. She looked down at Upgrade, who was in a semi-solid state, his body trying to pull itself together as he lay exhausted on her lap. The red markings on him starting to dim as if his bio-mechanical body is managing to fight off the infection.

In a flash of red light, Upgrade turned back into Ben. Barely conscious and breathing heavily. The raven-haired teenager placed her hand on his forehead. His skin felt warm to the touch, like he had a fever. Whatever Ultron did to him, clearly took a toll on his body.

A red glow appeared above her and Spider Woman looked up to see Ultron bearing down on her and Ben, his right arm raised as energy charged up in his palm.

But just as he fired, a yellow streak rushed between them as Carol raised her hands and absorbed the energy blast, protecting Ben and Spider Woman.

Upon registering Carol's presence, Ultron ceased his energy attack. This allowed Carol to go on the offensive and attempt to punch Ultron with a strong right hook. The Robot swiftly dodged the attack. Seeing her advantage has lost momentum, Carol leaped into the air, to put some distance between her and the robot.

But Ultron reached out and grabbed the baggy fabric of her combat pants, pulling her back and allowing the robot to deliver a powerful right hook to her face, sending her flying and colliding with Agent Venom, as he tried to move to engage.

With Ultron's attention distracted, Iron Man angled his suit and fired his thrusters. The boost from the jets, blasted him forward and allowed to put some extra strength into his punch. Whether it was out of desperation or anger from Ultron seriously injuring three of his teammates, Iron Man abandoned all reasoning and hit the Mechanical Monster with everything he had left.

Unfortunately, Ultron was too fast as his shield activated in the blink of an eye and blocked the armored fist. In one fluid motion, Ultron deactivated the shield, just as quickly as he turned it on, grabbed the chest plate of the Mark I suit, digging his silver talons into the metal plating of Iron Mans chest.

Ultron proceeded to unleash a massive beam of energy from his mouth, enveloping the Armored billionaire in the red energy.

Iron Man screamed in pain as the energy heated the metal in his armor and since it wasn't equipped with the advanced life support systems of his more advanced suits, Tony had no protection against the extreme heat as it felt like he was being roasted alive. Had he not been wearing his under suit, he most likely would've suffered 3rd or even 4th degree burns all over his body.

"Tony!" Wasp screamed in horror.

Ultron eventually ceased firing his beam as Iron Man groaned in pain. His armor glowing red from the heat of the energy. Fortunately, the cool air from their current altitude swiftly cooled down the armor. But Tony wasn't out of trouble yet as Ultron tore out a chunk of the armor's right chest. With it, went the support connections that hooked the right arm in place, causing it to slide off his arm like water off a duck's back.

With 25% of his armor gone, Tony was now significantly more vulnerable than he was before.

Seeing Iron Man in trouble, Agent Coulson leapt into action, firing his rifle at Ultron to lay down some cover fire for the Armored Hero to get away.

The distraction seemed to work as Ultron turned his attention towards the S.H.I.E.L.D Agent and proceeded to return fire from his hands, forcing the Agent to take cover.

"We have to do something." Wasp said as she fired a series of stinger bolts from her hands.

"No kidding!" Hill grunted sarcastically as she drew a grenade from her belt and bite down of the pin before yanking it free and tossing the explosive directly at Ultron.

The Robot activated its shield in response and the explosive detonated on impact. Like everything before, the grenade had no effect on the shield as Ultron proceeded to drop it and fire a powerful beam from his mouth at the group.

Agent Venom swiftly jumped at the women and tackled them out of the way, causing the beam to impact on the ground. While Agent Coulson moved to tackle Bruce to safety. However, the shockwave proved to be almost as powerful as the beam as everyone was thrown with enough force to stun them as they all tumbled to the ground, barely conscious.

Only Spider Woman seemed to still be active as she shielded Ben with her body from the blast. Luckily for them, they were further away from the blasts impact site.

"No!" Iron Man yelled, as he saw the motionless bodies of his teammates and allies lying on the floor.

Hope practically drained from Tony's heart. The only being left standing against Ultron, was an ordinary man, with an above average IQ, in a busted, clunky, barely functioning armor. Ultron had taken out the strongest beings on Earth without so much as a scratch on his silver plating.

He was so shocked by the sight, he failed to notice Ultron walk up behind him, grab the top of his helmet and rip it off like a piece of fabric.

Tony hissed in pain as he spun around, only for Ultron to ram his metal fist into his armor's chest. With all the damage and pummeling the armor had taken. This final attack was the last straw as it gave up and fell to pieces off of Tony's body like shattered glass.

The once Invincible Iron Man, now broken and laid bare to a Monstrous Computer Program. He never thought it would end like this. He thought about all he has done in life, all he has yet to do. His regrets, the things he wanted to say to people. What he wanted to say to….

Doesn't matter now. Soon it will all be over as he stared into the glowing maw of Ultron. He never believed in an afterlife, or any higher power. Even in his final moments, he did not expect to see anything on the other side. He only wished, that before the lights of his world blew out, something would happen to take Ultron with him. That would be the one miracle he would ask for, on the smallest infinitesimal chance that he was wrong about that.

As he gazed into the red glow of Ultron's energy beam charging up. For a brief moment, the shimmering light morphed into long red hair, that fell back to reveal emerald, green eyes that shone in the sunlight.

The sound of metal clashing and glass shattering tore through Tony's ears as Ultron suddenly let go of him as he fell to ground with a thud. The smell of ozone filled his nose as he felt all the hairs on his body stand up on end like he just got a full charge of static electricity.

A thunderous boom sounded above him as the billionaire looked up to the source of the noise and his jaw dropped.

Ben groaned as he started to come too. His head pounded and his body felt like it was put through a pizza oven. But he could feel the cool air flow across his body that managed to counter the heat. It almost reminded Ben of that time he turned back to normal on that planet that was half hot and half cold. What was the name of that world again? Mac-Dillan or something like that?

He almost got lost in that memory until a loud boom brought him back to the present. He remembered what Ultron did to him. How he reached inside of his very mind and started corrupting it. It was as if hot lead was being poured into his veins as he could feel Ultron taking over him.

It was unlike anything Ben had ever felt before. That was the first time that Upgrade was the one about to be taken over, not the machine. Ben had tackled A.I before and felt their resistance but he was still able to take control. This time, he was completely helpless. There was nothing he could do. Ultron tore his defenses down and invaded his mind. He didn't know how he managed to escape. But it is clear to him now. The Ultimatrix can't save him this time.

They can't win. HE can't win.

Suddenly, a flash of light illuminated from beyond the Teen's closed eyelids. Followed by the crash of Thunder.

It was as if a switch had been flipped in his very soul as Ben felt a familiar rush course through him. He knew that thunder, he knew that lighting, he knew that very power as it had once coursed through him.

He forced his eyes open. The world was blurry for a moment, a single bright glow caused his eye to flinch from the intensity. But Ben forced his eyes to open and embrace the light as the image before him became clear.

Floating above him, red cape flowing in the wind, light glinting off the wings of his helmet, blue eye glowing with power and lighting crackling off his mighty hammer as it returned to his hand…

It was Thor, God of Thunder.

"No way." Ben gasped as he pushed himself to a sitting position.

He thought he should pinch himself to check if he was dreaming. But no. This was no dream, somehow, Thor came back. Ultron didn't kill him. The flames of hope reignited in the Teen Heroes heart as he pushed himself into a standing position. He stumbled slightly as Spider Woman helped him up.

"Woah there, tough guy." She said with renewed confidence as they both looked up to the Thunder god. "Looks like the cavalry is here."

"Ultron, we would have words with thee." Thor announced as he glared at the dust cloud he created after hurling Mjolnir at Ultron to save Tony's life.

"Error: Contradicting data." Ultron's voice announced as the dust cleared, revealing his damaged body. The sudden impact from Mjolnir left a large hammer shaped dent in Ultron's chest and all of Ultron's limbs had been dislocated from the force of the impact.

However, all of those damages instantly fixed themselves, thanks to Ultron's self-repair functions. The Rogue A.I. looked up at Thor, its eyes glowing as if enraged.

"The entity known as Thor was disintegrated. Solution: Resolve contradiction."

With that, Ultron fired his mouth beam at full power directly at the Prince of Thunder. Thor unleashed a battle cry as mystical lighting surrounded his hammer and he struck the beam. Splitting the energy like a stone in a rushing river.

Ultron flew into the air, still firing his beam as the Robot and Asgardian's power continued to clash, with Thor pushing the beam back with his lighting, creating a powerful beam struggle. Both combatants putting everything they have into overpowering the other.

As they fought, Black Panther and Hawkeye repelled down from the Quinjet, that was hovering above them. Ant Man, astride his flying ant, perched on Hawkeye's shoulder. The high winds of their current altitude whipped viciously against him and the pour creature.

The trio jumped down to the others as Thor and Ultron continued their fight and either, helped those still conscious on their feet or dragged anyone that was unconscious out of the room.

Agent Coulson and Venom were out cold, while Bruce and Carol were dizzy from their hits. Wasp and Maria Hill quickly got to their feet while Ben and Spider Woman were groggy to say the least.

The remaining heroes all turned their attention towards Ultron as he battled with Thor. Funny how a little Divine intervention can restore people's faith. Even Ben felt his hope restore after Thor's arrival.

Looking around at his friends and teammates, all standing together in the face of overwhelming odd. Even people who don't even have powers, who would most assuredly die if so, much as one hit landed on them, stood firm against this threat.

With Ultron being distracted Tony, Maria and Bruce all made their way to the computer console.

"Ok, we've literally only got enough time for one shot at this. Any chance you can access the systems, Hill?" Tony asked as he ripped off what was left of his armor. No use wearing dead weight.

Maria narrowed her eyes as she frantically typed away at the keyboard. An error sign flashed before her eyes and she punched the metal table with a grunt of frustration.

"I'm completely locked out. I can't do anything." She then looked up at the main computer screen. The countdown timer to the missiles impact showed less than six minutes remaining.

Her face dropped as her eye widened as the reality of the situation dawned on her. "This is it, isn't it?"

"Hey, hey, Hill!" Tony shouted, catching her attention. His eyes locked with hers. His confident demeanor back in full. "Ultron locked you out. Then we unlock you. That's what the Avengers do. We save the world."

"Besides." A voice sounded behind them, causing them both to turn around and see Ben walking towards them. His head facing up towards the battle above them. The Teen Hero raised his hand to his Ultimatrix.

"My watch only shows one time." He smirked as he activated the device and turned the dial to the Alien he wanted. He raised his hand above the device, his trademark smirk clearly shown on his face.

"IT'S HERO TIME!"

With that Ben slammed down the dial. Green light erupted from the Alien Avenger, turning him into the purple crystal alien, Chromastone.

The Alien Hero cried out his forms name and flew into the air to join the fight. He uppercut Ultron with his crystal fist, knocking the robot off balance.

Ultron responded with an energy blast. Only, for Chromastone to easily absorb it. This opening allowed Thor to swoop in and smashed his hammer into Ultron's body, forming another dent.

But the robot swiftly repaired itself once more and went back on the offensive. Punching Chromastone away, before turning to Thor and firing another energy beam. The Prince of Thunder blocked the attack with his magic hammer, but the force managed to push him back in the air.

Suddenly Ultron was struck from behind by a bolt of electrical energy. The Artificial being turned to see Spider Woman gliding behind him, her hands crackling with her venom energy.

Swiftly, the A.I. turned his attention to her and fired an energy blast from his palms. Only for Carol to swoop in and absorb the energy, causing her body to glow brightly.

Ultron was then struck from behind by Black Panther, who raked his Vibranium claws against Ultron's back, tearing through the metal. The Robot quickly knocked the Wakandan King off, before more damage could be done to his body.

The Mechanical Menace proceeded to aim his weapons at the Black Panther, only for an explosive arrow from Hawkeye to strike his arm, knocking it away.

Every time Ultron tried to counterattack, another hero would strike him and knock him off balance. From a crystal fist from Chromastone on his right shoulder, a zap from Spider Woman on his lower abdomen, an arrow from Hawkeye on his lower spine, claw slashes from Black Panther on his lower torso, an energy blast from Carol in his chest, a pair of stingers in his eyes from Wasp and finally a strike from Mjolnir on his left shoulder, sending Ultron spinning like a tornado across the air to the far end of the Bridge.

Ultron came to a stop right in front of the main computer screen. Hovering in midair, his body heavily damaged, with scratch marks, burns and dents of all kinds all over his body.

Not wasting any time, the Avengers and S.H.I.E.L.D Agents fired upon Ultron with everything they had. The combined attack resulted in a massive explosion, forming a dust cloud in the area.

For the first time, in a long while, it was quiet. Only the sound of the wind rushing through the open window could be heard as every person within that room, looked to one spot. The Heroes all stood in battle positions, not letting their guard down for a moment.

Their instincts were all proven right, as when the dust cleared, Ultron is still floating in the air, his energy shield holding strong, and his body completely repaired. As if nothing happened.

This was really starting to get old. First, they couldn't even scratch this thing and when they finally are damaging it, it just fixes itself.

Ultron then deployed a pair of triangular, multi-barrel cannons from his back and proceeded to fire a salvo of red projectiles at the heroes, while his shield was still active. Now Ultron had both offensive and defensive capabilities at the same time.

The heroes immediately scattered from the incoming blasts. Carol and Chromastone immediately moved into absorb the blasts to shield their teammates.

But, when the first bolt struck Chromastone. He immediately knew something was wrong. He could feel the energy being absorbed into his body, but something else also struck against his crystal body. His fears were confirmed, when he heard Carol scream in pain next to him.

He turned to see her, clutch her left arm, while also using her left hand to cover her abdomen while her right pant leg started turning red, around a hole made in it. By that point it was clear to the Alien Hero, these were not just energy blasts being fired by Ultron, but modified bullets, enclosed in an energy field.

Chromastone quickly dove and tackled Carol out of the air as they took cover behind some debris. There, Chromastone quickly checked the Blonde Agent for any more wounds, specifically ones near anything vital.

"Don't worry. I'm fine." Carol reassured him. Hissing in pain as she did, leading to her boyfriend's skepticism.

"You got shot. That's pretty far from fine." He responded on the verge of being frantic.

Carol chuckled as she shifted to a more comfortable sitting position. "They're just flesh wounds."

"How can you tell?" Chromastone asked.

"I'm a spy, Ben. Trust me, I know what a flesh wound feels like." Carol clarified calmly, doing her best to put his mind at ease.

"What can I do?" Chromastone asked, now really wishing he took a first aid course or at least asked Jane Foster to teach him some things.

He was caught a little off guard when Carol chuckled and looked at him with a sweet smile. "You are so cute when you're worried. Don't worry about me, I'll be fine. I can heal pretty quick now."

"But…" Chromastone started to say before Carol cut him off.

"You want to help me? Make sure there's a world left for you to be worried about me in."

Chromastone wanted to argue with her. But he knew she was right. He needed to stop Ultron. But he also knew that she is too stubborn to stand on the sidelines. Even if she's hurt, shed jump right back into the fight and possibly get even more hurt.

Just then, the Alien Avenger felt a hand on his shoulder. He looked up to see Spider Woman kneeling next to him with a comforting smile.

"Don't worry, Benji. I'll make sure she stays down for the rest of the fight." She assured him, as if reading his thoughts.

Chromastone looked to her, then to Carol, who rolled her eyes in annoyance from her best friend and boyfriend's antics. The Alien Teen glanced back to Spider Woman and nodded. He then stood back up and leapt back into the fray.

"Hey, you're not supposed to have guns." Wasp stated as she effortlessly weaved through the incoming bolts. "Hank didn't put those in you."

"This chassis was designed by Henry Pym and modified by Tony Stark." Ultron responded as he continued to fire at them.

That response earned Tony an immediate death glare from Maria Hill, causing him to nervously scratch the back of his head. All while mentally punching himself for completely forgetting about the prototype Ultron unit he had made at Stark Industries, back when he was still a weapons manufacturer.

With that revelation, all of Ultron's new upgrades suddenly make sense. The weapons system, shielding, strength, all of them personally designed by Tony as some of the most advanced weaponry his company produced. The intention to create a fully autonomous soldier, that would eliminate the risk of human soldiers in wars.

The reason that these models never went into production was because of the overwhelming cost it would require to build them. That's the reason he told his board of directors and the military. But in actuality, Tony scrapped the Ultron Soldier project, because he felt guilty going behind Hank's back to use his creation as a weapon. A choice that cost him their partnership and almost their friendship.

It was a mistake he regretted and now he wished that he had destroyed that suit when he had the chance. Or never created it in the first place.

"That's just perfect." Hawkeye groaned as he notched another arrow. "What did Hulk contribute, your bad attitude?"

The Archer took aim and fired the arrow. The high-tech projectile seemed to have an unusual head that struck against Ultron's shield. A wave of energy rippled across the energy sphere and Ultron's body seemed to seize up and the shield immediately flickered out.

"Error: Shielding offline." Ultron stated as he stabilized himself in the air.

Hearing that the very shield that has caused them so much trouble, has just been disabled by an arrow. Chromastone couldn't help but glare at the Archer in annoyance.

"What?" Hawkeye asked, confused by the reaction.

"Do you have any idea how much trouble that shield has been?" The Alien Teen asked rhetorically.

"You're welcome." The Archer responded with a cocky smirk. Having realized what, the meaning behind the Crystal Alien's glare.

But before he could make another move, Ultron raised both hands and unleashed a powerful pulse of sonic energy. The waves blasted Hawkeye away, while Chromastone only slid a few feet back. The Alien Hero could feel the familiar vibrational energy as the same as Klaue's Vibranium weapon. Somehow Ultron was able to mimic the same frequency as the metal.

Suddenly Ultron is struck by a massive bolt of lightning, causing the robot to cease its attack. This was followed up by a powerful strike from Thor, swinging Mjolnir with enough force to crumple the mechanical being like a tin can.

However, Ultron managed to completely fix himself just as quickly. Restoring his body before the momentum from Thor's attack ceased.

The A.I. glared at Thor, his eyes and mouth glowing with energy. Thor only had a moment to react as Ultron fired a powerful beam from his mouth into Thor's chest, blasting him towards the roof of the Helicarrier. The Asgardian screaming in pain as the energy washed over him.

"NO!" Chromastone screamed as he rocketed towards Thor, forcing himself between Ultron and the Prince of Thunder, taking the energy blast at full force.

Unfortunately, the force of the blast was still enough to carry the Thunder God out of the Helicarrier and send him flying into the upper atmosphere. Chromastone gritted his teeth as he absorbed the energy Ultron continued to fire at him. The sheer amount of energy that was pouring into him causing his body to start glowing with a bright rainbow pattern.

With Ultron's attention occupied. Black Panther scaled the walls behind the Machine. He then leaped at Ultron, a pair of Vibranium daggers in his hands and proceeded to stab them into either side of base of Ultron's neck.

A surge of energy pulsed through Ultron and the daggers, causing the Mechanical being to stop firing his energy blast, resulting in an explosion that threw Panther off the Robot.

However, Ultron managed to catch Black Panthers leg before he could fall too fair. The Wakandan King tried to counterattack, but the robot was too quick and proceeded to punch him in the face. Black Panther yelped in pain from the blow, had he not been wearing his Vibranium cowl, the force of the blow would've split his head like a watermelon. As such, he was only knocked out and fell to the ground in a heap.

Ultron raised his hands and prepared an energy blast to finish off the Wakandan King. Only for Wasp to fly into his line of sight and held out her hands in a defensive manner to shield the Black Panther

"Back off. You can't hurt me." She said confidently.

Only for Ultron to grab her in his left hand and held her close to his metal face. Wasp groaned as she felt the pressure of the Robots metal grip tightening around her.

"False. You are referring to the flaw in Ultron-5's programming. I am Ultron-6. The flaw has been corrected." Ultron stated as his mouth started to glow.

Wasp's eyes widened as all the color drained from her face.

"Ultron!" A familiar voice shouted, grabbing both Wasp's and Ultron's attention. They turned to see Ant Man astride his ant steed, hovering just a few inches from Ultron's head. A small laptop clutched under his arm as he rode his ant.

In response, Ultron immediately fired a pair of energy blasts from his eyes. Ant Man swiftly dodged the attack, recognizing the beams as the Encephalo-ray. Despite Ultron overcoming the programming that prevented him from harming Janet, it would seem the A.I. still had the safety measures that prevented lethal action to be taken against him.

This was good news for him as it made the next step in his plan, much easier.

"Doctor Pym. Just as illogical and weak as the rest of your species." Ultron said, as he tried to hit Ant Man with his ray.

However, Ant Man was too swift as he managed to steer his ant through the energy beams. Upon seeing an opening, the Ant Rider urged his steed forward as they flew past the beams and directly into Ultron's mouth.

"Hank!" Wasp screamed, seeing the Size Changing Scientist, disappear inside the deadly machine.

Suddenly a battle cry alerted Ultron and Wasp as they turned to see Chromastone flying towards them. His right hand extended above him, with rainbow energy surrounding his hand. The energy fired from Chromastone's hand, but instead of firing like an energy beam, the energy stopped 5 feet from his hand and turned into a crystal sword.

The Crystal Alien gripped his blade and swung it at full force, connecting with Ultron's left shoulder and completely slicing off the appendage, Wasp still gripped in the limbs hand. The Alien Hero managed to grab the appendage, before it could hit the ground, allowing Wasp to free herself.

"You, ok?" Chromastone asked concerned as he swung his sword at the Mechanical being again.

Ultron, swiftly dodged the blade and shot his right arm forth like an arrow, striking the crystal aliens wrist, causing him to drop the blade, before backhanding the Alien, causing him to stumble back.

"I'm fine. But Hank just flew inside that thing?" Wasp said, slightly panicked.

Chromastone looked at her with a shocked expression. "He did what?! Why would he do that?"

"I don't know. But we have to…"

Wasp was interrupted by a loud cry as both heroes looked up to see Thor, descending from the sky with his hammer raised. Thor slammed Mjolnir into Ultron's body, sending the machine flying across the room.

"Now we end this, machine." The Asgardian said as he prepared for another strike.

Only for Chromastone to get in his way.

"Thor stop!" He yelled, holding his arms out to block Thor.

The Prince of Thunder stopped his hammer mid swing as he backed away from the Alien Teen, a confused expression on his face.

"Art thou mad, Ben? You would defend this monstrosity, after all the terror it has caused?" Thor asked the Young Hero, anger and frustration.

"Hanks inside Ultron!" Chromastone stated. Causing Thor to raise an eyebrow in response. The Alien Teen then moved to float alongside the Thunder God and gestured to the Robot. "Hank might have something that can take Ultron down for good. We can't damage it while he's still inside."

As they spoke, Ultron recovered from Thor's attack and responded with an energy blast from his palm. The two Heroes dodged the attack and kept their distance, staying on the defensive.

"If what you say is true. Then we cannot harm this machine. Yet, it can still harm us. Does thou have a plan for that?" Thor asked the Alien Avenger.

"Try not to damage the head or the body. The arms and legs however are fair game." Chromastone stated with a smirk.

Thor responded in kind at the simplicity of the strategy. Course Chromastone had to keep the plan brief as a quick glance at the computer screen showed that there was only 3 minutes left on the clock. Every moment of time was critical now, there was no time to waste on talking. They needed to act, now.

As the Aliens, Gods and Robots, clashed above them, Tony and Maria Hill continued to work at the computer terminal. The S.H.I.E.L.D Directors panic was slowly seeping back in as the timer counted down.

"Stark, we're running out of time." She said frantically.

Tony narrowed his eyes as he continued to type away at the keys. "I've got access to the missile's programming, but I can't send the detonation command. We have to override Ultron's control."

"Can you do that in three minutes?" Maria asked, her tone grim.

Tony glanced back at her. His expression giving her all she needed without words. But he went back to typing. Even if it was hopeless, he wasn't going to let that stop him from trying. He only wished he had Banner with him. Bruce's help could have really speed up the process, but he didn't have the time to get him back to working order. It was all down to them. Tony wasn't one for praying for miracles, but after apparently witnessing a god come back from the dead, he was certainly open to the possibility.

Inside Ultron's body, Ant Man flew through the inner workings of the Robots body. Flying through wires, gears and circuit boards before finally reaching his destination.

The very core of Ultron.

It looked like a giant crystal disco-ball, sitting atop of a metal platform. Blue wires connected to the shiny ball as it glowed with energy. This was the central processing unit of Ultron, everything that makes Ultron what he is, contained within that sphere.

A devise that took most of Hank's life to perfect. His crowning achievement that created the most advanced A.I. system the world has ever seen. Now his greatest failure as he is now forced to destroy it once and for all.

And he will do it, the only way he knows how.

Taking a cord from his laptop, Hank connected his device to the central core, opened the device and started typing.

"Upload in progress." Ant Mans laptop speaker announced as the Size Changing Scientist send the file.

Suddenly the chamber housing the central core started to glow red as Ultron's voice echoed all around him.

"I am aware of your presence here." The A.I. stated. "You must know that if this body is destroyed, I will simply upload into another."

"I know." Ant Man responded as he continued to work.

It is true that with how advanced Ultron's A.I. is, he isn't limited to one body. In fact, he's not limited to any physical device. Being able to upload into the World Wide Web, Ultron can transfer his programming to anything he sets his mind to. He could make an army of Ultron drones, just as powerful as his current model, or even more powerful depending on the resources. And with how quickly his A.I. can adapt and learn, nothing would be out of his reach.

Destroying the body, will only slow him down. A virus, he could isolate his core protocols to protect himself. Any action to destroy him, would only make him learn and grow.

Much like Hank himself, violence only motivates him to be better.

Outside Ultron dodges a swing from Thor's hammer. As the Asgardian moves to strike him again, the Robot gabs Thor's wrist with his remaining hand in a similar move to what he used on Chromastone, forcing him to drop his hammer.

Ultron followed this with a series of strikes to the Asgardian, knocking him back to the ground. The Mechanical Menace raised his hand to finish off his opponent with an energy blast only for a multi-colored energy blast to strike the appendage. Encasing the hand in purple crystals.

The rogue A.I. looked up to see Chromastone smirking at him. Ultron aimed his hand at Chromastone and fired his energy beam, in an attempt to destroy the Aliens crystals. However, instead of destroying them, the energy was actually absorbed by the crystal. Glowing brighter and brighter, the more energy it poured in. Until eventually the crystal exploded in a powerful eruption of power. The sheer intensity of the blast, send Ultron flying back, his right arm completely destroyed from the blast. Leaving the A.I. literally, disarmed.

Looking back at the clock, only 1 minute remained. A roaring sound of engines caught the Teens attention as he looked outside to see three nuclear warheads, heading towards the ground.

It took all his willpower to not fly out there right now and stop those missiles. But he knew he'd have no chance at stopping them at this point. They were too close to the ground to destroy them safely and there was no way of guaranteeing that any of his aliens could contain the blast. Even if they could, he'd only be saving one small part of the planet as the rest of the world becomes a lifeless husk.

He begrudgingly looked back to Ultron, who now stood in the middle of the catwalk, changing up his mouth beam.

"Hank, if you're going to do anything. Do it now." Chromastone said as he charged up his beam.

"What do you hope to accomplish here?" Ultron asked, Ant Man. "No virus can stop me."

"It's not a virus." Ant Man stated as he finished typing on his laptop. "It's logic."

"Upload complete." The device informed before powering down.

Ant Man raised his head to the core. A sad expression on his face as if pulling the plug on a beloved family member.

"Goodbye, Ultron." Hank solemnly said as his final software update took effect.

Outside Ultron and Chromastone prepared to fire their beams at each other. When suddenly, Ultron's mouth ceased glowing, and his red eyes turned blue.

Chromastone cautiously floated back to the ground and approached the machine. The Robot looked at the Alien Avenger for a brief moment, before its eyes faded out until it was completely dark. Ultron stood rigid, with no sign of life at all.

The Alien Teen approached the Robot and cautiously gave its forehead a flick with his fingers. Ultron did nothing, he had completely shut down. It was finally over.

With a sigh of relief, Chromastone relaxed his body. No sooner had he done so, the Ultimatrix dial started to beep and flash red before finally timing out and turned the Alien back to Ben Tennyson.

Ben stumbled a little as he leaned over, bracing himself on his knees as he breathed heavily. So grateful that this was all over.

"Stark?" Maria Hill's voice suddenly sounded out, catching the teens attention.

Ben looked up to see the S.H.I.E.L.D Director standing behind Tony as he continued to type at the computer console. Glancing further up, Ben saw the timer was still counting down with the missile trajectory still showing each warhead, still active.

The Alien Hero had completely forgotten about that. Despite stopping Ultron, the missiles were still armed and only 10 seconds away from destroying all life on Earth.

With so little time left, all the Heroes could do was stare at the screen and hold their breath. Hoping that Tony could disable the missiles in time.

Wasp flew over to Ben and grew to her normal size. She shared a look with her little brother before holding him in a tight embrace. Ben wrapped one arm around the Size Changing Heroine as she clutched his jacket.

Ben then felt something slip into his left hand and turned to see Carol smiling at him. Her suit looked torn apart, but her wounds looked like they healed nicely. Ben could tell she was putting on a brave face as he squeezed her hand and pulled her in closer. She wrapped her arms around his left arm and held tightly as Spider Woman stood by her friend's side. All looking on as the countdown got closer and closer to the end.

At the terminal, sweet poured from Tony's brow as he typed away. He had barely paid any attention to what was happening around him as he worked to break through Ultron's firewall. With the countdown just 10 seconds from the end, it all seemed hopeless.

When all of a sudden, a gap in the code appeared. He didn't know what caused this sudden flaw in the programming, but he didn't care. This was the opening he needed, and he attacked it like Hulk at a buffet table.

Tony blasted through the firewall and proceeded to find the files that contained the missile kill codes.

"Come on." Tony breathed, the strain in his voice showing the sheer mental effort this was taking on him.

5 seconds remaining, Tony noticed something in the corner of his screen. 4 seconds, he clicked on the file. 3 seconds, he typed in the code. 2 seconds, he hit a single key on the keyboard.

Everyone closed their eyes….

A series of small booms sounded near them causing everyone to flinch. Followed by a dinging noise.

Everyone opened their eyes and looked to where the booming sounds came from. Three black puffs of smoke were dispersing in the high winds as a series of debris rained down to the ground bellow them, crashing harmlessly in an isolated area.

They looked to the screen and saw each of the missile trajectory lines were turning from red to blue and then disappearing from the map, signaling that each missile has been successfully disabled and destroyed.

The world is safe. They won.

Tony Stark leaned on the table and let out a sigh of relief. Maria Hill followed suit, leaning her back against the console, dropping her blaster as she did so while ribbing her temples.

Ben, Carol, Wasp and Spider Woman all screamed and yelled in utter joy, holding each other in a group hug and jumping on the spot like little schoolgirls. But they didn't care, they saved the world, and they couldn't help but feel the cathartic joy that brought. In that moment, it felt so good to be alive.

Thor floated down and smiled at the little celebration.

Upon seeing the Thunder God, Ben broke away from the group. He looked at Thor with tears of joy in his eyes. Without holding back, the Young Hero ran to the Asgardian and hugged him full force.

To Thor, he could hardly feel all the strength Ben was putting into the hug. But it did not stop him from returning the embrace.

After a few moments, Ben broke the hug and wiped the tears from his eyes.

"Just to be clear. This is you right? You are actually alive, and this isn't some dream or hallucination?" Ben asked, his voice slightly shaky from all that has happened.

Thor let out a deep booming laugh in response as he placed his large hand on the teen shoulder. "Aye, my friend. Tis I, Thor, Prince of Asgard. The gates of Valhalla will have to wait for my arrival I'm afraid."

Ben wanted to ask how it was possible. But at that moment he didn't care. Thor is alive, he didn't lose anyone.

Before celebrations could continue, the sound of Pym Particles activating grabbed everyone's attention as they turned towards the defeated Ultron to see Ant Man grow to full size.

Everyone immediately gathered around the Size Changing Scientist, even Hawkeye and Panther helped a groggy Bruce Banner to his feet. As they all gathered together.

"Victory is yours, Ant-Man. Your plan was sound." Thor congratulated the Scientist

"Wait, we had a plan?" Hawkeye jokingly responded.

"Technically we had a few. But you missed most of them." Ben quipped in. "I think this was plan P."

"During the fighting at the Mansion, I realized there was a flaw in Ultron's logic." Ant Man explained to the group, turning back to the Machine. "Because his programming is based on the human mind, he himself is as flawed as us, and therefore part of the problem. Ultron couldn't exist in his own imperative."

After his explanation, Hank is immediately tackled by Wasp in a warm embrace. The Heroine giggled with joy as Hank hugged her back, even spinning her in the air for a moment due to the momentum of her hug.

"Hank, you did it! You saved the world. With science, even." She screamed with joy and admiration.

Hank couldn't help but smile as they both gazed into each other's eyes. Hearing her say that, spread warmth into his heart. After all this time, Hank was finally able to resolve a conflict not through violence, but with logic.

Violence would only slow Ultron down and force him to adapt. It took, information and clear facts that eventually took him down in the end.

"It's because of him that the world was in danger in the first place." Maria Hill suddenly spoke up. "Ultron was his machine."

The Heroes all looked to the S.H.I.E.L.D Director with annoyed expressions. After everything they just went through. The moment the catastrophe is over, she reverts back to her default angry unreasonable mode.

Almost instantly the joy from Hank's face, vanished. For a brief moment, he had forgotten just how close he came to ending the world. Despite everything, Ultron was still his creation, his mistake. A mistake that almost caused the extinction of all life on Earth.

"Look, Maria…" Tony started to say in defense of Hank.

"No, she's right." Ant Man agreed as he let go of Wasp. His head lowered in shame as he proceeded to walk away from the group, without another word.

After that downer of an ending after saving the entire world from Ultron's Terminator style apocalypse. The Avengers quickly left the S.H.I.E.L.D Helicarrier before Maria could try to order their arrest again.

Wasn't the kind of thank you Ben was hoping for, but he really shouldn't have expected much from a woman as stubborn as Hill.

Still, it was actually nice to know that when the chips are down, Maria was actually willing to put aside differences to work for the common good. Ben would've liked to have stayed and help fix the Helicarrier. But Tony insisted that they had overstayed their welcome. Didn't even get to have a proper moment with Carol before he left.

After getting back to the mansion. Everyone felt exhausted after the whole ordeal and just wanted to go and relax. Ben, however, was in no mood to rest. He felt so energized after everything. Thor is alive, he saved the world, again, everything felt great. He even told Thor and the others about how he lifted Mjolnir.

The sheer surprise and bewilderment from each member of the team was hilarious for the Teen Hero. Of course, most of them didn't believe him. Boy did he wish he took a picture of their expressions when he demonstrated his worthiness, by lifting the hammer in front of them. Though he's pretty sure the only evidence he needs are the dents left by their jaws after they fell to the floor in shock.

Ben would be lying if he didn't feel a little smug about that. But he didn't rub it in too much as he was really in too good a mood.

Something he carried over to his video chat with his Girlfriend.

"So, wait, all the codenames and you chose Warbird? That doesn't make any sense, you don't even have a bird theme to your powers or costume?" Ben critiqued humorously to Carol as she giggled from his screen.

"I know it's a little confusing. But I'm a pilot and Warbird is actually what a vintage aircraft is called. You know the ones that are like from World War 2 and stuff like that?" Carol explained with so much enthusiasm.

The way she talked about it with such passion and knowledge, Ben couldn't help but chuckle.

"What?" She asked, rising an eyebrow.

"You're such a plane nerd." Ben commended, jokingly.

Carol laughed at his commend, while also giving him a cheeky grin. "Oh, I'm a nerd? You sure you wanna play that game, Alien X?"

Ben laughed again. "Ok ok, I'll stop."

"I'm just glad you seem back to your old self." Carol said as she smiled warmly at him.

"What do you mean?" Ben asked raising an eyebrow.

"It's just. Before, when you first showed up on the Helicarrier. You were your usually quippy self. You had this haunted look in your eyes, and you were so much more serious than normal." She pointed out to him.

Bens smile faltered as she elaborated. He really didn't want to talk about that. To him, it didn't matter anymore. Thor is alive, everything is ok now. But the fact that, that's the attitude he had about the whole ordeal is a little concerning now that he thought about it.

"I-I just knew how serious the situation was. That's all." Ben responded, trying to deflect.

Carol leaned in closer to the screen. A sympathetic look in her eyes.

"It's because you thought Thor was dead, wasn't it?" She asked.

Ben almost dropped his phone after she said that. "I don't… I mean… Why…"

"Ben, I've been at this job long enough to know the look in a man's eye when he loses someone. I've even seen that look in your eye when you talked about your family. Plus, the way you reacted to Thor after the fight. It wasn't hard to put the pieces together." Carol explained, her eyes serious as her tone.

Ben smirked a little as she walked through her deductions. Sometimes he forgot just how smart she is. Something he shouldn't forget when dating a spy.

He let out a sigh and leaned back in his chair. "You know me so well." He admitted.

Carol scoffed with a false cocky attitude. "I'm just that amazing. Let that be a lesson to you if you think you can get anything by me." She said, giving him a playful wink.

Ben chuckled. "Yeah. I will."

Her expression softened as she looked into his eyes.

"Wanna talk about it?" She asked.

"Not right now. Maybe later. A lot has happened, and I just want to enjoy the moment right now." He admitted.

"Ok, I understand. But I'm always here for you." Carol said softly.

"Thanks Carol." Ben replied.

"Always."

After finishing his talk with Carol. Ben leaned back in his bed. He thought about everything that happened today. Sure, everything is fine now. But in the future, something like this could happen again. And if it did, would Ben really be able to handle it? Or would he just spiral down into that pit of despair every time something bad happens?

Maybe the next time he freezes like that, someone he cares about might actually die?

His thoughts drifted back to his talk with Hank earlier. He wasn't sure if seeing a therapist would actually help. But he had to at least try. He owed it to his old family and his new one. Most of all, he owed it to himself. He couldn't let these scares hold him back any longer.

He needed help.

In the Mansions living room, Tony Stark sat in an armchair across from Thor, who stood by a roaring fireplace.

The Asgardian Prince spent the time regaling the Genius Billionaire the truth behind his apparent death and resurrection.

While it appeared, Thor was disintegrated before the Avengers very eyes. In truth, he was actually teleported away in the last moment, by the Enchantress.

The Asgardian Sorceresses had apparently been spying on Thor this whole time, due to her deep and unrequited love for him. So, when Thor was about to die, she seized her opportunity and snatched him from that situation and teleported him to a lush and beautiful field, where they both could live happily together.

Of course, she was also using her magic to manipulate Thor's mind to force him to forget everything and believe he was in love with her, to make him stay. Like some crazy obsessed stalker.

Something Tony could relate to unfortunately.

But her spell couldn't hold the Odinson for long as he eventually broke free of her spell and demanded that she send him back. Something that certainly surprised Tony.

"She just returned you to Earth?" He asked, confused. From the way Thor described the Witches obsession for him. Tony found it pretty hard to believe she would just send him back because he asked.

"Aye. The Enchantress' fury was great, but she told me that sending me back to Midgard was a fate worse than death." Thor admitted.

The Thunder god then turned to the fire as a grim atmosphere surrounded him and radiated through the room.

"I fear that as dangerous as Ultron was, something worse is coming."

And there it is folks, the second part of the Ultron Arc. Hope you all enjoyed it. I put a lot of work into this chapter, trying to get everything everything to flow and tried several ideas and did a few rewrites when it wasn't working for me.

So a lot happened in this chapter thats leading to the final stretch of the first season of the show. Id like to thank Just Q and StarSaber21 for all their help and support throughout this chapter. You guys are awesome!

As usual, any questions, PM me. Next chapter will be ready when it's ready, so don't bother asking and certainly do not beg for updates.

Until next time, Captain Rex75 out!

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