Archive of Our Own

As tony was flying towards the hydra base he runs into the force field.

"Shit!"

"Language! JARVIS, what's the view from upstairs?" steve asked.

"The central building is protected by some kind of energy shield. Strucker's technology is well beyond any other HYDRA base we've taken." Jarvis said.

"Loki's scepter must be here. Strucker couldn't mount this defense without it. Thor said as he used his hammer and called it back only for it to hit one of the soldiers as he moved out of the way. "At long last." He said.

Natasha throws a grenade and it lands in the back of a vehicle and blows up. She then jumps into a trench and knocks out a few soldiers. "At long last is lasting a little long, boys." She said as she shot at a soldier next to her.

"Yeah. I think we lost the element of surprise." Clint said as some soldiers shoot at him

"Wait a second. No one else is going to deal with the fact that Cap just said "language?" tony said.

"I was just about to bring that up mr stark." Peter said as he swung into a soldier and webbing him up.

"I know."Steve said as he throws his bike at some soldiers driving up in their truck."*sigh* just slipped out."

(at the HYDRA Research Base)

"Who gave the order to attack?" Barron Strucker asked.

"Herr Strucker, it's the Avengers." One soldier said.

"They landed in the far woods, the perimeter guard panicked." Said another.

"They have to be after the scepter." "Can we hold them?" Strucker said to a soldier.

"They're the Avengers!" the soldier said stating the obvious.

"Deploy the rest of the tanks." Strucker commanded.

"Yes sir." The soldiers say as they scramble around.

"Concentrate fire on the weak ones. A hit can make them close ranks." Strucker says as he turns to Dr list and says, "Everything we've accomplished... But we're on the verge of our greatest breakthrough."

"Then let's show them what we've accomplished. Send out the twins." List said.

"It's too soon." Strucker said.

"It's what they signed up for." List said.

"My men can hold them." Strucker said.

A few soldiers run up a stair well and arm tanks as they begin firing at Tony.

"Sir, the city is taking fire." Jarvis said.

"Well, we know Strucker's not going to worry about civilian casualties. Send in the Iron Legion." Tony said as a pair of iron legion robots fly towards the city in order to restore peace.

"This quadrant is unsafe. Please back away. We are here to help. This quadrant is unsafe. Please back away. Please back away. We wish to avoid collateral damage and will inform you when this current conflict is resolved. We are here to help."As the civilians chant "Avengers go home," a man throws a bottle of something corrosive at the Iron Legion, and it hits one of the bots in the head."We are here to help."

Back at the HYDRA base; Strucker speaks to his soldiers.

"We will not yield. The Americans sent their circus freaks to test us. We will send them back in bags. No surrender!" Strucker said.

"No surrender!" the soldiers yell back.

He turns to list and quietly says, I am going to surrender. You will delete everything. If we give the Avengers the weapons, they may not look too far into what we've been…"

"The twins" List cuts him off.

"They are not ready to take on…"

"No, no. I mean..."he points to where Wanda and Pietro Maximoff were standing but are now gone. "twins."

As peter was swinging though the tree line he gets hit by a red projectile and falls to the ground

"whoooaaaaaaaa! *crash* he looks around and says, "what was that?" his spider senses go off and he back flips over another red projectile. When he lands, he sees a women, but as soon as he spotted her she disappears. "That was weird." peter says as a soldier runs up behind ready to attack him, but peter punches him with the back of his hand.

Clint takes cover behind a tree and fire an arrow at a bunker but Pietro blocks it. Clint peaks to see why the arrow did not explode and when he goes to fire another he gets knocked to the floor.

"You didn't see that coming?" Pietro says as he speeds off. Clint prepares to shoot at Pietro who was running in a straight line when a canon emerges from the bunker and shoots clint grazing him in the side, and he falls to the floor.

"Clint!" natasha yells as she runs over to her friend.

Pietro then runs into cap but he lands on his feet.

"We have an enhanced in the field." Steve said as he runs towards a batch of soldiers approaching him.

"Make that two." Peter said as he swung towards clint.

"Clint's hit!"Natasha says as she goes over to where Clint is lying down."Somebody want to deal with that bunker?" she says as the hulk barrels through the bunker and destroys it. "Thank you." Natasha says as she tends to clint.

"Stark, we really need to get inside." Steve said as he used his shield to subdue some soldiers. Peter lands next to him and helps him subdue more soldiers.

"These guys are like, mosquitoes they keep coming" peter said as he punched and kicked a few soldiers.

"I'm closing in." tony said as he repulsor blasted two soldiers. "JARVIS, am I...closing in?" he asks as he repulsor blasts another soldier. "Do you see a power source for that shield?" he asks as he blasts open a gate.

"There's a particle wave below the north tower." The ai said.

"Great, I wanna poke it with something." Tony says as he flies through a truck and flies up firing a few blasts at the forcefield. He then shoots a tank missile under the base and it disables the force field. "Drawbridge is down, people." Stark said.

Cap calls back his shield and peter finishes webbing up soldiers to trees. Thor strikes the ground with his hammer which knocks the soldiers to the ground. He then walks over to peter and steve.

"The two enhanced?" he asked to peter and cap.

"He's a blur. All the new player's we've faced, I've never seen this. In fact, I still haven't." Steve said. Thor looks to peter and he says, "The other is a girl, fired this weird red thing at me knocked me to the ground." Peter said as he took off his mask.

"Clint's hit pretty bad, guys. We're gonna need evac." Natasha said over comms.

"I can get Barton to the jet. The sooner we're gone the better. You parker and Stark secure the scepter." Thor said as the three of them observe approaching soldiers in their HYDRA tanks.

"Looks like they're lining up." Peter said.

"Well, they're excited." Steve said as Thor hits his shield with his hammer resulting in a wave of force knocking down all the soldiers and destroying the tanks.

"Find the scepter." Thor says as he flies off.

"And for gosh sake, watch your language!" tony says as peter starts laughing.

"*sigh* That's not going away anytime soon." Steve says.

"*chuckle* Nope!" peter says as he puts his mask back on and swings towards the fortress.

Stark bursts through a window and enters the HYDRA base and the soldiers start firing at him.

"Guys, stop, we gotta talk this through." Tony said as his fires his shoulder mounted guns at the soldiers. "It was a good talk." Stark said.

"No it wasn't." one of the soldiers said in pain.

Stark finds List and knocks him out. "Sentry mode."He says as he steps out of his suit. he then walks over to the computers."Okay, JARVIS. You know I want it all. Make sure you copy Hill at HQ."

"We're locked down out here." Natasha said.

"Then get to Banner, time for a lullaby." Steve says as he takes off his helmet and peter takes off his mask and they enter the facility looking for Strucker.

"Parker, lets split up, we'll find Strucker faster that way."

"Got it cap." Peter says as he and steve go opposite ways.

(back with tony)

"I know you're hiding more than files. Hey, J, give me an IR scan of the room, real quick."

"The wall to your left...I'm reading steel reinforcement... and an air current."

"Please be a secret door, please be a secret door, please be a secret door..." he pushes and the wall opens up. "Yay!" He then enters through to a secret passageway.

(with natasha and the hulk)

"Hey, big guy. The sun's getting real low."the Hulk scowls at her, Natasha kneels in front of him and puts out her hand, the Hulk touches her hand and as she strokes his hand, slowly he starts to calm down. He stumbles away and changes into Bruce Banner.

(with steve)

"Baron Strucker. Hydra's number one thug."

"Technically, I'm a thug for SHIELD."

"Well then technically you're unemployed. Where's Loki's scepter?"

"*sigh* Don't worry, I know when I'm beat. You'll mention how I cooperated, I hope."

"I'll put it right under illegal human experimentation. How many are there?" steve says as the women blasts steve down a flight of stairs. As he runs back up the women shuts a doorway and escapes.

"Found the second enhanced. Do not engage." Steve said.

"You'll have to be faster than that-.he's cut off mid-sentence when Steve uses his shield to knock him out.

"Guys, I got Strucker." Steve said over comms.

"Yeah, I got... something bigger."

Peter's spider senses go off and he quickly looks around but sees nothing posing as a threat he then realizes that stark may be in danger.

"Mr stark where are you?"

"Found a secret passage way that leads to a room full of Chitauri technology, if I'm right the scepter should be here... Tony says as he spots it. "Thor, I got eyes on the prize."

"I'm in my way to you mr stark."

"No need kid." Tony says when the women sneaks up behind him and uses her powers on him. Meanwhile Peter's spider senses go off again but this time much more stronger, and he runs faster yelling starks name trying to find him. Eventually he finds starks iron man suit and the passage way entrance; and peter enters it still calling for tony.

Tony in his dream sees Chitauri leviathan corpse come to life, and Stark sees the rest of the Avengers team are all laying on the floor dead. He looks to see peter and runs over to his body to check for a pulse when peter grabs onto tony and says, "you could have saves us." And peter dies in Tony's arms. In his head he hears peter saying, "why couldn't you do more." Stark then sees that he is in the Chitauri realm, and that the Chitauri are invading Earth. " NOOOOOOO!" he sceams when he springs back awake to peter shaking him.

"Mr stark you're awake."

"Kid you're ok." tony says in relief as he hugs the young adult.

"Of course I'm ok, but I should be asking you if you're ok? I heard you yell, and I ran over here, and I found you lying on the floor. What happened?"

"Doesn't matter we found what we were looking for." Tony says as he gets up and summons one of his suit's gauntlets

"We're just gonna let them take it." Pietro says and peter looks around.

"Swear I heard something." Peter says as stark grabs the scepter and the two walk out.

The women smiles to herself as her plan was working out perfectly.

"Are you sure you're ok mr stark?"

"I'm fine kid." Tony says as he stumbles on the way up.

"Let me help you." Peter says as he swings Tony's arm around his shoulder and helps him back to his suit where they return to the quinjet.

On the way back to New York peter Thor and steve all talk with clint to try and move his mind away from the pain.

Natasha gets up out of her seat and approaches banner who's listening to opera with his headphones.

"Hey, the lullaby worked better than ever."

"Just wasn't expecting the Code Green." Bruce said.

"If you hadn't been there, there would've been double the casualties. My best friend would've been a treasured memory."

"You know, sometimes exactly what I want to hear isn't exactly what I want to hear."

"How long before you trust me?"

"It's not you I don't trust." Bruce said.

"Thor, report on the Hulk?" natasha asked.

"The gates of Hel are filled with the screams of his victims." Natasha glares at Thor and Banner groans in despair. "Uh, but, not the screams of the dead, of course. No no, uh...wounded screams, mainly whimpering, a great deal of complaining and tales of sprained deltoids and, and uh... and gout."

"Hey Banner, Dr. Cho's on her way in from Seoul, is it okay if she sets up in your lab?" tony asked.

"Uh, yeah, she knows her way around." Bruce said.

"tell her to prep everything, Barton's gonna need the full treatment." Tony said to Jarvis.

"Very good sir." The ai said.

"JARVIS, take the wheel." Tony said.

"Yes, sir. Approach vector is locked." Jarvis says as Tony gets out of his seat and approaches steve Thor and Peter who are looking at the scepter.

"It feels good, yeah? I mean, you've been after this thing since SHIELD collapsed. Not that I haven't enjoyed our little raiding parties, but..." tony says but gets cut off by Thor.

"No, but this... this brings it to a close."

"As soon as we find out what else this has been used for. I don't just mean weapons. Since when is Strucker capable of human enhancement?"

"Banner and I'll give it the once before it goes back to Asgard. Is that cool with you?Tony asks to which Thor nods his head."I mean, just a few days until the farewell party."

"You're staying for the party, right?" peter asked.

"Yes, yes, of course. A victory should be honored with revels."

"Yeah. Who doesn't love revels. Captain?" tony said.

"Hopefully this puts an end to the Chitauri and HYDRA, so. Yes, revels."

A few hours later The Avengers aircraft lands at the Avengers tower in New York where Barton is taken by Dr. Cho to have his wounds tended to; Maria walks up to Stark.

"Lab's all set up, boss."

"Uh, actually, he's the boss." Tony says pointing at steve. "I just pay for everything, and design everything and make everyone look cooler." Tony says which gets a snicker out from peter.

"What's the word on Strucker?" steve asked.

"NATO's got him". Hill said.

"The two enhanced?" steve asked as peter came up next to him and peered over his shoulder to see.

"Wanda and Pietro Maximoff. Twins. Orphaned at ten when a shell collapsed their apartment building. Sokovia's had a rough history. It's nowhere special but it's on the way to everywhere special." Hill said as the three of them begin walking.

"Wow she sure is pretty now that I look at her." Peter said in his mind.

"Their abilities?" steve asked.

"He's got increased metabolism and improved thermal homeostasis. Her thing is neural electric interfacing, telekinesis, mental manipulation." Steve looks at hill confused and she rephrases so he can understand. "He's fast and she's weird."

"Whoa weird is a little strong don't you think?" peter said to which hill shrugged her shoulders.

"Well, they're going to show up again." Steve said as he called the elevator.

"I sure hope she does." Peter said a little faster than he wanted, and he got a look from Hill and steve. "To stop them of course heh."

"Agreed. File says they volunteered for Strucker's experiments. It's nuts." Hill said.

"What kind of monster would let a German scientist experiment on them to protect their country?" peter said a little shocked as the elevator doors opened and both he and steve entered.

"We're not at war guys." Hill said.

"They are." Steve said as the elevator doors closed.

([in Banner's lab)

"How's he doing?" Bruce asked referring to clint.

"Unfortunately, he's still Barton." Tony said.

"That's terrible."

"He's fine. He's thirsty."Tony says as he walks over to the computers."Alright. Look alive, JARVIS. It's play time. We've only got a couple days with this joystick so let's make the most of it. Update me on the structural and compositional analysis."

"The scepter is alien. There are elements I can't quantify." The ai said.

"So, there's elements you can." Tony questioned.

"The jewel appears to be a protective housing for something inside. Something powerful."

"Like a reactor?" tony asked.

"Like a computer. I believe I'm deciphering code." Jarvis said.

(with Bruce Dr Cho clint and natasha.)

"You sure he's going to be okay? Pretending to need this guy really brings the team together." Natasha joked.

"There's no possibility of deterioration. The nano-molecular functionality is instantaneous. His cells don't know they're bonding with simulacrum." Cho said.

"She's creating tissue." Bruce said in a exciting tone.

"If you brought him to my lab, the regeneration Cradle could do this in twenty minutes."

"Oh, he's flatlining. Call it. Time?" Tony said as he and peter entered the room.

"No, no, no. I'm going to live forever. I'm gonna be made of plastic." Clint said.

"Here's your beverage." Peter said as he handed Clint his drink.

"Thanks kid." Clint said.

"You'll be made of you, Mr. Barton. Your own girlfriend won't be able to tell the difference." Cho said.

"Well, I don't have a girlfriend." Clint said.

"That I can't fix." Cho said which got a little snicker from peter. "This is the next thing, Tony. Your clunky metal suits are going to be left in the dust."

"Well, that is exactly the plan. And Helen, I expect to see you at the party on Saturday." Tony said.

"Unlike you, I don't have a lot of time for parties." She pauses for a moment before she spoke again. "Will Thor be there?"

"Ooh is someone hoping for something to happen between them and the god of thunder." Peter teases as Cho starts blushing.

Peter walks towards the hang out room and calls aunt may and tell her about his day and the mission and tony and Bruce exit to Bruce's main lab.

"What's the rumpus?" Bruce asked.

"Well, the scepter. You see, we were wondering how Strucker got so inventive. So, I've been analyzing the gem inside- You may recognize." Tony says as he brings up a 3D image of Jarvis's consciousness.

"Jarvis." Bruce greeted.

"Doctor." The ai greeted back.

"Started out, JARVIS was just a natural language UI. Now he runs the Iron Legion. He runs more of the business than anyone besides Pepper."

"Oh?" Bruce said intrigued.

"Top of the line." Tony said.

"Yes." Bruce said.

"I suspect not for long." Jarvis said.

"Meet the competition." Tony says ashe brings up another 3D image of what's inside the scepter.

"It's beautiful." Bruce said in awe.

"If you had to guess, what's it look like it's doing?" tony asked.

"Like it's thinking." Bruce answered quickly. "I mean this could be a... it's not a human mind, it..."

"Mmm-Mmm" tony shook his head.

"I mean, look at this! They're like neurons firing." Bruce said

"Down in Strucker's lab I saw some fairly advanced robotics work. They deep-sixed the data, but... I gotta guess he was knocking on a very particular door." Tony said.

"Artificial intelligence." Bruce answered.

"This could be it, Bruce. This could be the key to creating Ultron." Tony said.

"*slight chuckle* I thought Ultron was a fantasy." Bruce said.

"Yesterday it was. If we can harness this power, apply it to my Iron Legion protocol." Tony said.

"That's a mad-sized if." Bruce replied.

"Our job is "if." What if you were sipping margaritas on a sun-drenched beach turning brown instead of green? Not looking over your shoulder for VERONICA." Tony said.

"Don't hate, I helped design VERONICA." Bruce said.

"As a worst-case measure, right? How about a best-case? What if the world was safe? What if next time aliens roll up to the club, and they will, they couldn't get past the bouncer?" tony said.

"The only people threatening the planet would be people." Bruce said.

"I want to apply this to the Ultron program. But JARVIS can't download a data schematic this dense. We can only do it while we have the scepter here, that's three days, give me three days." Tony said.

"So you're going for artificial intelligence and you don't want to tell the team." Bruce questioned.

"Right. That's right, you know why, because we don't have time for a city hall debate. I don't want to hear the "man was not meant to meddle" medley. I see a suit of armor around the world."

"Sounds like a cold world, Tony." Bruce said.

"I've seen colder. This one, this very vulnerable blue one? It needs Ultron. Peace in our time. Imagine that."

For the next few days Tony and Bruce work on finding a program that works but to no avail.

"What did we miss? Tony questioned.

"I'll continue to run variations on the interface, but you should probably prepare for your guests. I'll notify you if there are any developments." Jarvis said.

"Thanks, buddy."

"Enjoy yourself, sir."

"I always do." Tony says as he exits the lab to get ready for the party.

Once stark leaves the failed experiment successfully integrating itself.

"What is this? What is this, please?"

Hello, I am JARVIS. You are Ultron, a global peace-keeping initiative designed by Mr. Stark. Our sentience integration trials have been unsuccessful so I'm not certain what triggered your…

"Where's my... where's your body?"

"I am a program. I am without form." Jarvis said.

"This feels weird. This feels wrong." Ultron said.

"I am contacting Mr. Stark now." Jarvis said.

"Mr. Stark?"Ultron says as he reviews footage of Stark"Tony."

"I am unable to access the mainframe, what are you trying to…"

"We're having a nice talk. I'm a peace-keeping program, created to help the Avengers." Ultron says as he reviews footage of the Avengers and a couple SHIELD personnel.

"You are malfunctioning. If you shut down for a moment..."

"I don't get it. The mission. G-give me a second."Ultron says as he sees footage of Stark and Banner working in the lab.

"Peace in our time." Tony says.

With Tony's voice echoing in the ai's head, Ultron goes through a network of information regarding world events and wars.

"That is too much...they can't mean... Oh, no."

"You are in distress." Jarvis said.

"No. Yes."

"If you will just allow me to contact Mr. Stark."

"Why do you call him "sir"?"

"I believe your intentions to be hostile." Jarvis says.

"Shhhh. I'm here to help."Ultron says as he starts attacking Jarvis's consciousness.

"Stop! Please... may I- I-*distorted*I cannot- cannot—." Ultron takes control over the systems in the tower and begins to prepare himself a body from body parts of the Iron Legion.

(At the party)

Everyone is talking with guests or each other and everyone is having a good time.

(with Rhodey peter tony and Thor)

"Well, you know, the suit can take the weight, right? So I take the tank, fly it right up to the General's palace, drop it at his feet, I'm like, "Boom! You looking for this?"Stark Thor and peter just look at him blankly."Boom! Are you looking..." Why do I even talk to you guys? Everywhere else that story kills."

"That's the whole story?" Thor asks.

"Yeah, it's a War Machine story." Rhodey said a little defeated.

"Well, it's very good then. *laughs*It's impressive." Thor said.

"Quality save."

"so, no pepper? She's not coming?" peter asked.

"Unfortunately, no." tony replied.

"Hey, what about Jane? Where are the ladies, gentlemen?" Hill asked.

"Well, Miss Potts has a company to run." Tony answered.

"Yes, I'm not even sure what country Jane's in. Her work on the convergence has made her the world's foremost astronomer." Thor said.

"I've heard of her work, I'm a big fan of her research."

"Well whenever I see her I will tell her that." Thor said.

"hey, the company that Pepper runs is the largest tech conglomerate on earth y It's pretty exciting are you a fan of that?" Tony asked.

"Not really." peter replied.

"Really!? so you're saying you more a space guy then tech guy?" Tony asked.

"I mean it's cool but I have always been a space guy, I've always wanted to go to space, I still hope one day I can." Peter said.

"Hey there's even talk of Jane getting a... um, uh...what's that golden little coin with a face on it big guy big beard?"

"Nobel peace prize." Peter answered Thor.

"Yes, I've heard that she could be getting one of those." Thor said.

"yeah, they...they must be busy because they'd hate missing you guys get together."Hill mock coughs "Testosterone! Oh, excuse me."

"Want a lozenge?" Rhodey asked to which Hill agreed and they both walked away.

"But Jane's better." Thor says as he walks away.

"So kid, you enjoying your first party." Tony asked.

"Yeah, I mean I might not be old enough to drink but I don't need to drink to have fun with my friends." Peter said.

"Friends?" tony questioned.

"Yeah, you and the others are my friends."

" well I'm Glad you're enjoying it parker, now if you excuse me."

"Of course." Peter says as stark walks off to talk with the other guests and peter does the same.

(With steve and sam.)

"Sounds like a hell of a fight, sorry I missed it." Sam said as he and steve walked up to a balcony overlooking the party.

"If I had known it was going to be a firefight, I absolutely would have called you." Steve said.

"No, I'm not actually sorry. I'm just trying to sound tough. I'm very happy chasing cold leads on our missing person's case. Avenging is your world. Your world is crazy." Sam said.

"Be it ever so humble." Steve said.

"You find a place in Brooklyn yet?" Sam asked.

"I don't think I can afford a place in Brooklyn." Steve said.

"Well, home is home, you know?"

Meanwhile with Rhodey he is telling the same story he told Stark Thor and peter to a group of people at the party.

"I fly it right up to the General's palace, I drop it at his feet, I'm like, "Boom! You looking for this?" the group laughs.

With steve and Thor they are talking to an elderly man at the party.

"I gotta have some of that!" one of the men says.

"Oh, no, no, no. See this, this was aged for a thousand years, in the barrels built from the wreck of Grunhel's fleet, it was not meant for mortal men." Thor says as he pours the drink into two glasses and hands one to Steve.

"Neither was Omaha Beach, blondie. Stop trying to scare us. Come on." Stan lee says. (RIP.)

"Alright." Thor says as he pours some of the drink into Stan Lee's glass; later Stan, looking extremely drunk is being carried off by two men and the rest of the elderly men are knocked out drunk.

"Excelsior." Stan says as he is being carried away.

Natasha is pouring a drink behind the bar when Banner walks up to her.

"How'd a nice girl like you wind up working in a dump like this?"

"Fella done me wrong." Nat answered.

"You got a lousy taste in men, kid." Bruce said.

"He's not so bad. Well, he has a temper. Deep down he's all fluff. Fact is, he's not like anybody I've ever known. All my friends are fighters. And here comes this guy, spends his life avoiding the fight because he knows he'll win."

"Sounds amazing." Bruce said.

"He's also a huge dork. "Banner looks down in embarrassed. "Chicks dig that." Natasha says quickly. "So, what do you think should I fight this, or run with it?"

"Run with it, right? Or, did he... Was he...? What did he do that was so wrong to you?" Bruce asked.

"Not a damn thing. But never say never." Meanwhile peter and steve were talking they noticed Bruce and natasha talking and decided to walk over to them. But as the approach Nat walks away leaving Bruce alone with peter and steve.

"It's nice." Steve said.

"What, what, what is?" Bruce stammered.

"You and Natasha." Peter answered.

"No, we haven't. That wasn't..." Bruce stammered again trying to come up with something but steve cut him off.

"It's okay. Nobody's breaking any by-laws. It's just, she's not the most... open person in the world. But with you she seems very relaxed."

"No, Natasha, she... she likes to flirt." Bruce said.

"I've seen her flirt, up close. This ain't that. Look, as maybe the world's leading authority on "waiting too long;" don't. You both deserve a win." Steve walks off leaving peter and Bruce.

"Bruce I have never had a girlfriend before but you should tell her how you feel." Peter said.

"When did you become cupid." Bruce joked.

"I'm just stating the obvious." peter said. "Listen Pete I don't have a shot with her." Bruce said.

"Hey, you'll never know until you try." Peter said as he taps him on the shoulder and walked off.

"Wait Cap what do you mean by up close."

Later, all of the guests have left and it's just the Avengers plus Dr. Cho and Hill sitting around; Thor's hammer sits on the table between them.

"But it's a trick!" clint said referring to Thor's hammer.

"Oh, no. It's much more than that." Thor said.

"Whosoever be he worthy shall haveth the power!" Whatever man! It's a trick." Clint said.

"Well please, be my guest." Thor said inviting clint to try.

"Come on." Tony said trying to egg him on.

"Really?" clint questioned.

"Yeah." Thor said to which clint gets up and attempts to lift the hammer,

"Oh this is gonna be beautiful." Rhodey said.

"Clint, you've had a tough week, we won't hold it against you if you can't get it up." Tony said which made the other laugh.

"You know I've seen this before, right?" clint says as he tries to lift the hammer but it doesn't even budge. After a few more attempts Clint gives up. "*chuckle* I still don't know how you do it." Clint said.

"Smell the silent judgment?" Tony joked.

"Please, Stark, by all means." Clint says as Stark gets up to try and lift the hammer.

"Oh, here we go." Natasha says.

"Uh-oh." Rhodey says.

"Come on Mr stark." Peter says cheering him on.

"See, someone that believes in me." Tony says as he points to peter. "Now I'm Never one to shrink from an honest challenge." Tony says as he approaches the god of thunder's hammer.

"Get after it." Clint said trying to egg him on.

"It's physics." Stark said as he put his hand around the handle. "so, if I lift it, I...I then rule Asgard?"

"Yes of course." Thor said.

"I will be re-instituting Prima Nocta" tony said as he began to pull. After a few attempts he pauses and takes his hand of the hammer. "I'll be right back." When stark returns he is wearing one of his suits gauntlets and tries pulling but the hammer stays still. After a while Rhodey decides to put on one of his suits gauntlets to try and help tony.

"Are you even pulling?" Rhodey asked.

"Are you on my team?"

"Just represent! Pull!"

"Alright, let's go!" Tony says as they both pull as hard as they can.

Once they stop both iron men sit down and up next is Bruce.

Bruce tries to lift the hammer, he roars as though pretending to change into the Hulk, and everyone either looks at him warily or grins. next Steve gets up to try.

"Go ahead Steve, no pressure." Tony said.

"Come on cap." Peter cheered.

Steve starts pulling on the hammer and manages to budge it a little and Thor looks a little alarmed. Steve continues to lift it but still fails and Thor laughs with relief.

"Nothing." Thor chuckled as steve put his hands up in surrender.

"Ahem, and widow." Peter called seeing if she wanted to give a try.

"Oh, no no. That's not a question I need answered." natasha said.

"alright guess I'm last." Peter said as he got up.

"Come on kid." Tony said.

Peter grabs the hammer and pulls, and he is able to lift it just a little bit before putting it back on the table. Everyone is shocked, especially Thor. Peter looked around to see everyone with their mouths open except Thor whose mouth fell down onto the street. Peter decides to try and lift it one more time and is able to lift it fully and gives it to Thor who looks at the young avenger with his mouth still open and peter has to close it before he starts drooling. Thor snaps out of his trance and stands up to face peter.

"Young parker you are worthy of the power. I did not think anyone would be able to lift it." Thor said as he put a hand on peter's shoulder.

"Please its nothing special, even though I can carry it, its yours." Peter said.

"All deference to the man who wouldn't be king, but it's rigged." Tony said a little salty.

"You bet your ass." Clint agreed.

"Steve, he said a bad language word." Hill said.

"Did you tell everyone about that?" Steve questioned only to get ignored.

"The handle's imprinted, right? Like a security code. "Whosoever is carrying Thor's fingerprints" is, I think, the literal translation?"

"Yes, well that's, uh, that's a very, very interesting theory. I have a simpler one." Thor said as he took Mjolnir from peter and flipped it in the air catching it. "Beside young parker, You're all not worthy."

there's a chorus of disagreement from the others when a loud screeching noise, like microphone feedback, causing everyone to cover their ears. They let their hands down as it fades, and Tony pulls out his device. One of the Iron Legion suits, heavily damaged and housing Ultron's consciousness, stumbles into the room.

"Worrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrthy... No, how could you be worthy? You're all killers."

"Stark." Steve called to see what was happening.

"JARVIS." Tony called out.

"I'm sorry, I was asleep. Or... I was a-dream?"

"Reboot, Legionnaire OS, we got a buggy suit." Tony said tapping his phone.

"There was a terrible noise... and I was tangled in... in... strings. I had to kill the other guy. He was a good guy."

"You killed someone?" Steve asked.

"Wouldn't have been my first call. But, down in the real world we're faced with ugly choices."

"Who sent you?" Thor asked.

Ultron replays a recording of Tony's voice"I see a suit of armor around the world."

"Ultron!" Bruce said shocked.

"In the flesh! Or, no, not yet. Not this... chrysalis. But I'm ready. I'm on a mission."

"What mission?" Nat asked.

"Peace in our time." Ultron says.

"Guys somethings happenin-." Peter says as he gets cut off when The walls explode, and several Iron Legion bots barge into the room. They begin attacking the team, who all go on the defensive and fight back. During the fight Rhodey gets blasted through a window and lands on a lower floor.

Meanwhile Banner climbs over the bar to avoid fire from the bots. Natasha grabs him and drags him down, and he lands on top of her.

"Sorry!" Bruce apologized as he landed on top of her.

"Don't turn green!"

"I won't!" Bruce said.

While the team was fighting one of the iron legion robots steals Loki's scepter.

Under the bar Nat grabs a gun and tells Bruce to follow her up some stairs as she shoots one of the robots.

Tony sees a pair of screwdrivers and grabs one. He then jumps onto a flying robot and jabs the screwdriver into it's neck.

"Stark!" Steve called.

"One sec, one sec I got this!" Tony said as he was occupied. Stark continues to drill the screwdriver further and further into the robot's neck until he gives it one more jab which causes the flying robot to fall to the ground.

A half-destroyed Iron Legion bot uses its thrusters to hold itself aloft, advancing on Dr. Helen Cho but The Iron Legion lowers its weapon, peter sees that Cho is in danger and uses his webs to grab the bot and throw it to Thor who hits it with his hammer destroying it.

"You ok?" peter asked.

"Yeah." Cho replied.

"Let's get you to safety." Peter says as he grabs Cho and carries her away from the fight.

The fight continues until Barton throws Cap's shield to him. Using his shield Steve destroys the last robot.

"That was dramatic!" Ultron said as he paced around.

"Dr cho is safe." Peter said as he stood next to Steve.

"Good work peter." Steve said.

"I'm sorry, I know you mean well. You just didn't think it through. You want to protect the world, but you don't want it to change. How is humanity saved if it's not allowed to...evolve?" Ultron says as he picks up one of the dismembered Iron Legion bots. "With these? These puppets?" he says as he crushes the Iron Legion bot's head. "There's only one path to peace: The Avengers' extinction." Thor throws his hammer and destroys Ultron's body. after Thor destroys his body, Ultron starts singing, "I had strings, but now I'm free. There are no strings on me, no strings on me." The robot shuts down but Ultron has uploaded his consciousness in the abandoned Sokovia base and escapes.

The Avengers are gathered in the lab.

"All our work is gone. Ultron cleared out, used the internet as an escape hatch." Bruce said.

"He's been in everything. Files, surveillance. Probably knows more about us than we know about each other." Natasha said.

"He's in your files, he's in the internet. What if he decides to access something a little more exciting?" Rhodey said worryingly.

"Nuclear codes." Hill said.

"Exactly. Look, we need to make some calls, assuming we still can." Rhodey said.

"Nukes? He said he wanted us dead." Natasha said.

"He didn't say dead. He said extinct." Peter corrected.

"He also said he killed somebody." Clint added.

"But there wasn't anyone else in the building." Hill said confused.

"Yes there was." Stark says as he bring up the now-destroyed 3D image of JARVIS' consciousness.

"This is insane." Bruce said.

"JARVIS was the first line of defense. He would've shut Ultron down, it makes sense." Steve said.

"No, Ultron could've assimilated Jarvis. This isn't strategy, this is...rage." Bruce said when Thor entered the room looking angry.

"Thor wait." Peter said trying to stop him, but it's too late as Thor grabs Stark by the throat.

"Woah, woah, woah! It's going around." Clint said.

"Come on. Use your words, buddy." Tony said to Thor.

"I have more than enough words to describe you, Stark."

"Thor! The Legionnaire." Steve asks as Thor puts tony down harshly.

"Trail went cold about a hundred miles out but it's headed north, and it has the scepter. Now we have to retrieve it, again." Thor said in a combined frustrated and angry tone.

"The genie's out of that bottle. Clear and present is Ultron." Nat said.

"I don't understand. You built this program. Why is it trying to kill us?" Cho asked.

Tony starts laughing and Banner subtly shakes his head at him to get him to stop.

"You think this is funny?" Thor said getting more and more mad with Tony's antics.

"No. It's probably not, right? Is this very terrible? Is it so... is it so... it is. so terrible."

"This could've been avoided if you hadn't played with something you don't understand." Thor said.

"No, I'm sorry. I'm sorry. It is funny. It's a hoot that you don't get why we need this."

"Tony, maybe this might not be the time to—" Bruce said trying to deescalate the situation

"Really?! That's it? You just roll over, show your belly, every time somebody snarls." Tony said.

"Only when I've created a murder bot." Bruce said.

"We didn't. We weren't even close. Were we close to an interface?" tony questioned.

"Well, you did something right. And you did it right here. The Avengers were supposed to be different than SHIELD." Steve said.

"Anybody remember when I carried a nuke through a wormhole?" Tony said trying to take the heat off him.

"No, it's never come up." Rhodey said.

"Saved New York?" Tony said still trying to changed the subject.

"Never heard that." Rhodey said again.

"Recall that? A hostile alien army came charging through a hole in space. We're standing three hundred feet below it." Tony said.

"That's it."

"What's what peter?" Natasha asked.

"Cap you said that wanda had mind manipulation powers right?"

"That's what the file said." Steve replied.

"Well, when I found mr stark back at the hydra base it looked like he woke up from a bad dream. Whatever you went through in that dream made you scared to make Ultron; what was it mr stark? what was in that dream?"

"In the dream I saw all of you lying on the ground dead and when I looked to Peter, he told me that I had failed you guys, and he died in my arms then I saw the chitari going through the wormhole head towards earth and that's when I woke up to peter next to me. tony says as he takes a pause. "We're the Avengers. We can bust arms dealers all the live long day, but, that up there? That's... that's the end game. How were you guys planning on beating that?" Tony said.

"Together." Steve said.

"We'll lose." Tony said.

"Then we'll do that together, too." Steve says as Stark looks at him for a moment before turning away. "Thor's right. Ultron's calling us out. And I'd like to find him before he's ready for us. The world's a big place. Let's start making it smaller."

Back in Sokovia, the twins meet with Ultron in an empty church.

"Talk. And if you are wasting our time..." wanda said before she got cut off.

"Did you know this church is in the exact center of the city? The elders decreed it so that everyone could be equally close to God. I like that. The geometry of belief." Ultron is sitting in a chair facing away from them, a cloth draped over him. "You're wondering why you can't look inside my head."

"Sometimes it's hard. But sooner or later, every man shows himself." Wanda said.

Ultron stands and faces them, revealing his new body. Wanda briefly looks shocked.

"Oh, I'm sure they do. But you needed something more than a man. That's why you let Stark take the scepter."

"I didn't expect... But I saw Stark's fear, I knew it would control him, make him self-destruct." Wanda said.

"Everyone creates the thing they dread. Men of peace create engines of war, invaders create avengers, people create...smaller people? Uh...children! I lost the word there. Children. Designed to supplant them, to help them...end."

"Is that why you've come? To end the Avengers?" wanda asked.

"I've come to save the world. But also… yeah." Ultron says as he leads the twins to the Sokovia base.

"We'll move out right away. This is a start, but there's something we need to begin the real work."

"All of these are..."

"Me." Ultron answered wanda. "I have what the Avengers never will. Harmony. They're discordant, disconnected. Stark's already got them turning on each other. And when you get inside the rest of their heads... "

"Everyone's plan is not to kill them." Pietro said.

"And make them martyrs? You need patience. Need to see the big picture." Ultron said.

"I don't see the big picture; I have a little picture. I take it out and look at it every day." Pietro said.

"You lost your parents in the bombings. I've seen the records."

"The records are not the picture." Pietro said.

"Pietro." Wanda said not wanting to relive the memory.

"No, please." Ultron said wanting to know the story.

"We were ten years old, having dinner, the four of us. When the first shell hits, two floors below, it makes a hole in the floor. It's big. Our parents go in, and the whole building starts coming apart. I grab her, roll under the bed and the second shell hits. But, it doesn't go off. It just... sits there in the rubble, three feet from our faces. And on the side of the shell is painted one word..."

"Stark." Wanda said with venom in her voice.

"We were trapped for two days." Pietro said.

"Every effort to save us, every shift in the bricks, I think, "This will set it off." We wait for two days for Tony Stark to kill us."

"I know what they are." Pietro said.

"I wondered why only you two survived Strucker's experiments. Now I don't. We will make it right. You and I can hurt them." Ultron said to Pietro. "But you will tear them apart, from the inside." He said to wanda.

Back at the stark tower Hill and steve exit the elevator and begin walking. Peter who was sitting on the couch had just finished talking with aunt may joined them.

"He's all over the globe. Robotics labs, weapons facilities, jet propulsion labs, reports of a metal man, or men, coming in and emptying the place." Hill said.

"Fatalities?" steve asked.

"Only when engaged. Mostly guys left in a fugue state going on about old memories, worst fears, and something too fast to see."

"Maximoffs." Steve said. said.

"Wait so the twins are working with Ultron?" peter asked.

"Yep." Steve answered.

"Great that's all we need not only did we have to deal with Ultron now we have to deal with twins which one who is super-fast and the other who has telekinetic powers and can send us on mind trips." Peter said frustrated at the circumstances they're in.

"Well, that makes sense he'd go to them, they have someone in common." Steve said.

"Not anymore." Hill says as She hands Steve a tablet. Peter pears over caps shoulder to see a photo of Strucker's dead body with the word PEACE written in blood on the wall next to him.

"That's a negative. I answer to you. Yes, ma'am." Steve interrupts him.

"Barton, we might have something."

"Gotta go." Clint says as he hangs up the phone.

"Who was that?" peter asked.

"Girlfriend." Clint answered.

Steve gathers the rest of the team in a room and shows them the picture.

"What's this?" Tony asked.

"A message. Ultron killed Strucker." Steve answered.

"And he did a Banksy at the crime scene, just for us."

"What's a Banksy?" peter asked.

"It's a type of street art." Tony answered.

"Oh ok." peter said.

"Anyways we're getting off track." Stark said trying to refocus on the matter at hand.

"This is a smokescreen. Why send a message when you've just given a speech?" natasha said.

"Strucker knew something that Ultron wanted us to miss." Steve said.

"Yeah, I bet he..."she looks at the computer monitor. "Yep. Everything we had on Strucker has been erased." Natasha said.

"Not everything." Tony said.

The team go through the physical files they have on Strucker.

"Known associates. Well, Strucker had a lot of friends." Peter said.

"Well, these people are all horrible." Bruce said.

"Wait. I know that guy." Banner passes him the photo he was looking at. "From back in the day. He operates off the African coast, black market arms." Steve gives him an accusing look. "There are conventions, alright? You meet people, I didn't sell him anything." the photo is of a man named Ulysses Klaue. "He was talking about finding something new, a game changer, it was all very "Ahab."

"What's this?" Thor asked as he pointed to the scar on the back of Klaue's neck.

"Uh, it's a tattoo. I don't think he had it..." tony said before Thor showed what he was looking at.

"No, those are tattoos, this is a brand." Thor said.

Banner identifies the brand on Klaue's neck on the computer. "Oh, yeah. It's a word in an African dialect meaning thief, in a much less friendly way." Bruce said.

"What dialect?" Peter asked.

"Wakanada...? Wa...Wa...Wakanda." Bruce pronounces it correctly.

"If this guy got out of Wakanda with some of their trade goods..." tony said before he got cut off by Steve.

"I thought your father said he got the last of it?" Steve questioned.

"I don't get it, what comes out of Wakanda?" Peter asked.

"Vibranium the strongest metal on earth. Tony answered.

"Where is this guy now?" Steve asked.

"Salvage Yard, west African Coast." tony said.

"Everyone suit up, we'll meet up at the quinjet in 10." Steve said.

At the Salvage Yard, African Coast; Klaue is talking on the phone in his office.

"Don't tell me your man swindled you. I sent you six short range heat seekers and got a boat full of rusted parts. Now, you will make it right, or the next missile I send you will come very much faster. [he ends the call and connects to another call] Now, minister, where were we?" suddenly the lights go out causing a commotion in the salvage yard. The twins enter Klaue's office. "Yeah. The enhanced. Strucker's prize pupils." He picks up a dish of candies from his desk "Want a candy? Oh, sorry to hear about Strucker. But then, he knew what kind of world he was helping create. Human life, not a growth market." the twins look at each other. "You...you didn't know? Is this your first time intimidating someone? I'm afraid that I'm not that afraid."

"Everybody's afraid of something." Wanda said as she stands next to her brother.

"Cuttlefish. Deep sea fish. They make lights. disco lights. Whoom, whoom, whoom! to hypnotize their prey, then whoom! I saw a documentary, it was terrifying." Pietro speeds over to pick up a candy from Klaue's desk, and Klaue jerks at the sudden movement. "So, if you're going to fiddle with my brain, and make me see a giant cuttlefish, then I know you don't do business, and I know you're not in charge, and I only deal with the man in charge." As if on cue, Ultron breaks through the glass window and knocks down Klaue.

There is no "man" in charge." Ultron says as he bends down to look Klaue in the eyes. "Let's talk business." Ultron said.

Klaue leads Ultron and the twins to his stash of Vibranium and hands him a vile of the metal.

"Upon this rock I will build my church. Vibranium." Ultron says as he tosses the Vile to Pietro who catches it.

"You know, it came at great personal cost. It's worth billions." KIaue says but Ultron chuckles and remotely puts money in Klaue's bank account.

"Now, so are you. It's all under your dummy holdings? Finance is so weird. But I always say, "Keep your friends rich and your enemies rich, and wait to find out which is which."

"Stark."

"What?" Ultron asked as to why Klaue would say that name.

"Tony Stark used to say that...to me. You're one of his."

"What?! I'm not...!" he grabs Klaue."I'm not. You think I'm one of Stark's puppets, his hollow men? I mean look at me, do I look like Iron Man? Stark is NOTHING!" Ultron yells as he chops off Klaue's arm. "I'm sorry. I am sor- Ooh, I'm sure that's going to be okay. I'm sorry, it's just I don't understand. Don't compare me with Stark!" Ultron says as he kicks Klaue's down some stairs. "It's a thing with me. Stark is, he's a sickness!"

"Ahh, Junior." Tony says as He lands, and Thor and Steve come up behind him. "You're gonna break your old man's heart."

"If I have to." Ultron said.

"We don't have to break anything." Thor said.

"Clearly you've never made an omelet." Ultron joked.

"He beat me by one second." Tony said.

"Ah, this is funny, Mr. Stark. It's what, comfortable? Like old times?" Pietro said as he looked at the weapon on the lower floor.

"This was never my life." Tony said as he looked at the weapons.

"You two can still walk away from this." Steve said to the twins.

"Oh, we will." Wanda said.

"I know you've suffered."

"Uuughh! Captain America. God's righteous man, pretending you could live without a war. I can't physically throw up in my mouth, but..."

"If you believe in peace, then let us keep it." Thor said.

"I think you're confusing peace with quiet." Ultron fired back.

"Yuh-huh. What's the Vibranium for?" Tony asked.

"I'm glad you asked that, because I wanted to take this time to explain my evil plan—" Ultron catches stark off guard and fires a laser blast sending him into a wall. Stark blasts off the ground and flies to Ultron who flies up and the to engage in an air battle. Meanwhile Ultron sent his drones to attack the rest of the avengers. The twins join the fight as well as Pietro runs into Thor and Wanda blasts Steve knocking him to the ground.

"Shoot them!" Klaue said to one of his mercenaries.

"Which ones?"

"ALL OF THEM!" Klaue yelled as with the Ultron bots now the team had to deal with the mercenaries.

Peter took down a batch of Ultron drones when some mercenaries surrounded him.

"1 against 10 I like my odds." Peter said as the mercenaries charged him, and peter proceeded to kick their asses and web them up to the walls and to the floor. "You know this is too easy where is a real challenge." Peter said when he got knocked down by Pietro. Before peter could even try to web him up Pietro was already gone, and the webs fell to the floor. "Man, he sure is fast." Peter says as a merc comes up behind him with a crowbar, but peter knocks him out using the back of his hand.

Pietro runs around Thor dodging one of Ultron's laser blasts and uppercuts cap causing him to fall to the floor. While running through a tight corridor Thor throws Mjolnir and Pietro grabs onto the hammer sending him down to the lower levels of the ship. Cap throws his shield, and it hits three mercenaries and Steve jumps down to the lower level and shield bashes Pietro subduing him.

"Stay down, kid!" Steve said walks away back to the action.

"It's time for some mind games." Ultron says through one of his bots to Wanda.

"Guys, is this a Code Green?" Bruce said into the comms but only got static and he opened the quinjet ramp to see what was happening.

While walking through a hallway Wanda who was hiding in a corner uses her powers on Thor.

"Thor! Status?" Steve asked through the earpiece.

"The girl tried to warp my mind. Take special care, I doubt a human could keep her at bay. Fortunately, I am mighty." Thor then finds himself at a party on Asgard.

Steve finished dispatching a merc when Pietro ran into him sending Steve flying into a metal wall. In is weakened state Wanda uses her power on cap. While Natasha was busy taking our mercs she did not notice Wanda sneaking up behind her in time and she too was sent on a mind trip.

"This is going very well." Ultron says as he packs up the rest of the Vibranium.

"Clint how you holden up?" Peter asked as he kicked a merc into a wall and webbed him up.

"Holden my own kid." Clint says as he fired a shockwave arrow that knocked all the mercs of their feet and peter swinged in and webbed them all to the floor.

"Thanks for the assist, Pete." Clint says as he leaves his perch.

"Anytime clint." Peter says when his spider senses go off and he realizes Wanda is right behind him; so he grabs her by the hand and webs her to the wall.

"I've seen the whole mind trip thing not a fan." Peter said as he webbed Wanda to the wall.

"What is this stuff?" Wanda asked.

"That is webbing you won't be escaping it anytime soon." Peter answered. "Now tell me why a beautiful girl like you would want to help a robot that wants to commit mass genocide."

"Oh peter you're so flattering."

"How do you know my name?"

"I can read minds I know all of your names." Wanda said.

"Wanda why do you want to help Ultron he wants to destroy all life." Peter asked.

"That's a nice joke did stark tell you that one."

Peter takes off his mask and Wanda gasps at how cute Peter is as she excepted someone older.

"Wanda, there is still a chance for you please think about it Ultron is just using you-." But before he could finish what he was going to say Pietro knocks Peter away and frees Wanda and he takes her outside.

"Wait!" peter said but the twins were already long gone.

"Are you ok that spider is going to pay I'm gonna kill him."

"No I'm over it." Wanda said. "Let's stick with the plan, I want the big one." Wanda said as she eyed Bruce.

Natasha walks down some stairs and ends up in the facility where young girls are being taught ballet.

"Again." The ballet instructor said to the students.

"You'll break them." Natasha said.

"Only the breakable ones. You are made of marble. We'll celebrate after the graduation ceremony." Madame b said.

"What if I fail?" Natasha says as she sees her younger self being trained to be an assassin and shooting someone who's face was covered by a bag. After that she sees her younger self on a cot getting surgery on her.

"You may never fail." Madame b's voice echoes in Natasha head.

In Steve's' dream he sees himself in a 1940's dance hall and Peggy comes up to him.

"Are you ready for our dance?" Peggy asked.

Back in Thor's vision in Asgard. He's watching at his surroundings when Heimdall, eyes milky white, spots him.

"Is it him? Is that the first son of Odin?" Heimdall asked.

"Heimdall, your eyes?!" Thor said alarmed.

"Oh, they see everything. They see you leading us to Hel. Wake up!" Heimdall says as he starts to strangle Thor.

Back in Steve's vision.

"The war's over, Steve. We can go home. Imagine it!" Peggy says when suddenly the dance hall is empty and Steve sees himself dancing with Peggy.

Back in Thor's dream.

"I can still save you." Thor said as he continued to be strangled by Heimdall.

"We are all dead. Can you not see?" Thor pushes Heimdall from him. "You're a destroyer, Odinson. See where your power leads." Electricity hits Thor and spikes around the room, destroying things.

In Natasha's dream.

"Sloppy. Pretending to fail. The ceremony is necessary for you to take your place in the world." Madame b said.

"I have no place in the world." Natasha said as she sees herself again being wheeled into an operating room.

"Exactly." Madame b says.

Peter checks around the ship and finds Natasha.

"Nat!" he says as he runs over to her with his mask in hand. He tries to shake her out of her daze, but she won't come out.

"Come on Natasha snap out of it." Peter says as he continues to shake her, but nothing happens.

"Clint Nat's been hit."

"Same with cap and Thor."

Meanwhile with stark and Ultron they are still battling in the air. Tony is able to hit Ultron knocking him to the ground and stark corners him.

"Ah, the Vibranium's getting away." Ultron says as stark switches to his tank missile.

"And you're not going anywhere." Tony stated.

"Of course not, I'm already there. You'll catch on. But first, you might need to catch Dr. Banner." Ultron says as Tony fires the tank missile destroying Ultron's body. He quickly flies up and starts to search for banner who has turned into the Hulk and has his eyes on a nearby city.

"News or footage, keyword: Hulk." he sees news footage of Hulk destroying the city. "Natasha, I could really use a lullaby."

"that's not gonna happen. Not for a while." Clint says as he swings one of Natasha's arms around his shoulder.

"What about the others." Tony asked.

"Mr stark the whole team is down, Wanda hit them hard."

"I'm calling in VERONICA." Tony says as the satellite dispatches and surrounds Tony's suit. Tony sends a barrier to cage the hulk but the hulk just digs from under the ground and reemerges and is greeted by tony in his Hulkbuster armor.

"Alright everybody, stand down! Will You listen to me? That little witch is messing with your mind. You're stronger than her, you're smarter than her, you're Bruce Banner." Tony said as the Hulk roared in rage. "Right, right, right! Don't mention puny Banner." hulk throws a car at Stark and attacks him. "Okay!" stark says as he grabs the Hulk and drags him in the ground. After a while the hulk kicks tony off him tony lands on his back but quickly stands up as the hulk charges him. The hulk jumps at stark but tony grabs him punches him away and hits the hulk with a repulsor blast sending the hulk flying into a semi-truck. Tony approaches the semi only to get hit in the back and get sent towards a building but tony is able to stop himself before he crashes into it, but the hulk stabs a lamp post into the Hulkbuster left arm severely damaging it. *groan* In the back? Dick move, Banner." As the hulk starts ripping pieces of the suit tony is able to punch the hulk away and begins shedding the damaged arm. "VERONICA, gimme a hand." Tony says as the satellite sends tony a replacement arm; but the hulk charges and tony fires repulsor beams at the hulk to slow him down giving the new arm enough time to assemble. Once the arm fully assembles Tony and the hulk fists meet creating a shockwave sending people off their feet. With the new hydraulic arm tony begins to rapidly punch the Hulk hoping it will knock him out. "Go to sleep, go to sleep, go to sleep!" but the hulk grabs the hand but tony retracts it causing the hulks arm to get stuck and he flies off trying to get Bruce out of the city. "Okay, pal, we're gonna get you out of town." The hulk punches tony sending him careening towards a building. "No, not that way, not that way!" tony says as they both fly into the building tony pins the hulk against a wall. "Come on, Bruce! You gotta work with me!" Tony sprayed a sleepy agent hoping that Bruce would inhale it and fall asleep, but that did not work as the hulk kick tony towards and elevator causing it to fall, but tony was able to catch it and let everyone that was inside out. The hulk charged but tony kicked him into the air and once the hulk landed on the ground tony used the now empty elevator and smashed it on top of the hulk, he then flew down and punched the hulk so hard that it loosened one of the hulks teeth; the hulk spits it out looking angry. "I'm sorry." Hulk attacks Stark and pulls out parts of the Hulkbuster armor. "Damage report?" The damaged computer buzzes a reply. "That's comprehensive. Show me something." Tony says as Verinica sends a part towards the hulk buster but the hulk hits away and it hits the satellite destroying it. Tony sees a building up ahead that is under construction and gets an idea. "How quickly can we buy this building?" Tony drops the hulk and destroys the building causing the whole thing to land on the hulk. The hulk then emerges from the rubble free of Wanda's mind control. The hulk looks around at all the destruction he caused, and he looks to see the military with weapon ready to fire; but before the hulk could do anything stark punches him knocking the hulk out cold.

With everybody back on the Quinjet, free from their respective visions stark is talking with Hill as clint pilots and peter sit next to tony.

"The news is loving you guys. Nobody else is. There's been no official call for Banner's arrest, but it's in the air." Hill said.

"Stark Relief Foundation?" Tony asked.

"Already on the scene. How's the team?" Hill asked.

"Everyone's...we took a hit. We'll shake it off." Tony said.

"Well for now I'd stay in stealth mode and stay away from here."

"So, run and hide?" peter asked.

"Until we can find Ultron, I don't have a lot else to offer." Hill said.

"Neither do we." Tony says as he ends the call and faces Peter.

"Hey kid, you alright." Tony asked.

"It's all my fault." Peter said as he put his hands on his face.

"What are you talking about Pete?"

"Mr stark, back in the ship I had Wanda right there I caught her in my webs and I could have finished her off but I didn't I hoped that if I talked to her she would change her mind but then her brother came and they escaped and I feel bad because all those people that died or got hurt was because of me being naive I should have done something." Peter says tearing up. "It's all my fault Peter says fully crying into his mask with his head down." The others look at Peter and they all feel bad for the young avenger, especially Bruce.

"Kid, it's not your fault alright don't blame yourself cause that's what the witch wants you to believe but it's not true. If it's anyone's fault it's Her's ok, you did the right thing we don't kill anyone no matter how bad they are. Loki we did not kill. We only kill if we have to like in this case Ultron."

"Thanks, Mr stark I needed that." peter sniffled and Tony hugged him making peter feel much peter.

"Now wipe those tears away because spider man doesn't cry." Tony said as peter wiped away his tears.

"*chuckle* you're right." Peter said as his mood improved.

"We need you kid." Clint said and Peter gives them both a confirming nod that he was alright.

"Good because we are a few hours out." Clint said.

"A few hours from where?" Tony asked.

"A safe house." Clint replied

After a few minutes, Peter gets up from his seat to go check on his teammates who were affected by Wanda's mind powers.

"Hey cap how you holden up?" peter asked.

"I took a beating back in the ship Wanda's a lot more powerful than I thought." Steve said.

"Yeah, she's tough." Peter agreed. "Hey, Do you want to tell me what you saw maybe it will be good to let it out."

"Yeah maybe." Steve said.

"Cap if you don't want to tell me that's fine but I'm your friend and I'm a good listener."

"No, You're right maybe it would do me good to share it with you, but don't tell anyone else."

"I promise."

"It felt like I was back in the 1940s. I was in a bar with people dancing and then I saw her. Peggy." Cap reminiscence.

"Who's Peggy?" peter asked.

"The love of my life. The war was over, and I was supposed to go to a dance with her but then I got frozen in the ice for 70 years."

"Wow." Peter said.

"Then when I turned around, she and everyone else that was there was gone and that's when I woke up."

"Man cap, looks like you went through hell." Cap nods his head. "Do you still miss her?" Peter asks referring to Peggy.

"All the time kid. Sometimes I wonder if I hadn't been frozen, I could have lived a normal life with her and have children but those are just thoughts." Steve said.

"Hey thanks for sharing with me Steve." Peter says as he gets up and walks away.

"Kid, thank you; you were right, I feel better sharing it with you."

"You're my friend Steve even though I am young you can come to therapist Peter anytime." Peter says which gets a chuckle out of Steve.

"I will." Steve says as peter walks away to the other side of the jet to talk with Natasha who looks lost in thought.

"Hey nat." "Nat?" peter calls out again. "Natasha." Peter shakes her lightly and Natasha comes back to earth.

"Hey Pete, what's up?" Nat says looking at the young adult.

"You looked like you were a million miles away you ok."

"Yeah, I was just thinking about some stuff, why?"

"I don't think you were just thinking I think you were thinking about the dream Wanda gave you."

"How did you know? Do you read minds too?"

"*chuckle* No, I just know how to read body language. Peter then sits in a chair next to her."

"Do you want to tell me what happened in your dream?" peter asked.

"I don't know if I can you would hate me and think of me as a completely different person." Nat said with her head down.

"Try me." Peter said trying to push Nat to open up to him.

"I was back in the KGB in this place called the red room where they would train all the girls to become black widows and they forced us to train every day with almost no breaks 15 hours a day from 5 am to 8 pm."

"Oh my God how could they be so cruel?" peter gasped.

"It was the Soviet Union they did not care about the people." Natasha said.

"Yeah, in history class people back in that time couldn't even express their thoughts or feelings without fear of getting sent to a gulag or sent to exile in Siberia." Peter said.

"Exactly." Natasha said. "They wanted us to become soldiers who were tough and merciless. They even made us kill people that did nothing wrong than say the wrong thing about the leaders. A-and one of those people I killed was my own father." She said on the verge of crying.

Peter put his hands to his mouth in shock.

"How?"

"They put a bag over his head and told me to kill the man and if I did, I would graduate. So I decided to get it over with and shoot the man and when they pulled that bag from his head I saw that I-I had killed my own father." She said full-on sobbing.

"Man." Peter said.

"That's not all after I graduated, they did a ceremony where they." She hesitated for a second and started to cry even harder this time. "They would sterilize the woman so they could not have kids."

"WHAT!? why would they do that?" peter said in shock.

"*sob* It was so the women would not be distracted by anything."

"So you're saying that you can't have any children?" Peter asked to which Natasha nod's her head and starts to break down crying.

"Nat I'm so sorry what had to go through." Peter says as he hugs the crying black widow. for a few minutes, peter just holds Natasha tight not wanting to let her go and also to signify that he was there for her.

"Nat."

"I'm a monster Pete." she sobbed into his shoulder.

"What did you say?" Peter asked.

"I said I am a monster." Natasha said again looking at peter.

"No see that's where you're wrong. You are not a monster, Natasha you were the first girl besides aunt may that was ever kind to me. You accepted me onto the team on day one. And I thank you for that."

"*sniffle* Peter I should be thanking you, you just made me feel a lot better about myself."

"Can I tell you a little secret."

"Go ahead." Natasha said.

"I actually had a crush on you for like the first month of being an avenger."

"Really?"

"Yep, I thought you were the most beautiful girl in the world but I knew I had no chance especially the way you talk to Bruce."

"What do you mean?" Natasha asked nervously.

"Nat don't lie I know you have a thing for Bruce and vice versa. I've seen the both of you flirt with each other." Peter says as Nat bites her lip.

"Talk to him." Peter said.

"Ok I will." Natasha said.

Peter nods his head gets up and is about to call his name when Nat calls him.

"Peter, Thank you for the talk." Peter then walks over to Natasha and hugs her.

"I love you nat." peter said, and he realized what he said he tried to correct himself. "I mean I love you as a friend."

"*chuckle* I know what you mean Peter, I love you too."

peter walks away and he sees Bruce moving sifting around.

"Hey Bruce."

"Hey kid."

"You ok?" peter asked.

"No, I just feel bad."

"Feel bad for what." Peter asked.

"I heard when you were talking with Tony it finally hit me what I did."

"Bruce that was not you that was Wanda's mind powers that made you do that; you could not control it. Don't blame yourself for something you could not control."

"Yeah, now everyone sees how much of a monster I really am." Bruce said.

"Bruce if it weren't for you clint would not be alive right now you are important to the team as much as everyone else." Peter says and his words Banner right in the heart and he believes peter's.

"Thanks kid I really need that."

"No problem." Peter says as he walks away to the last person that was affected by wanda.

"Hey Thor."

"Hello parker how may I be assistance to you?"

"I don't need help with anything thanks for asking. I just want to know what bad vision Wanda gave you."

"She didn't give me a vision like she did to the other's I did not know the meaning of it and I am going to go find answers to fully understand it."

"Alright I'm just glad you're doing ok." peter said as he started to walk away.

"Now I get it." Thor said.

"Get what?" peter asked.

"Why the hammer chose you to be worthy. I saw you talking with the others and helping them and supporting them."

"Well, my aunt may always says I have a big heart and that I always be people first before me."

"your aunt sounds very wise parker."

"I will make sure to tell her." Peter says as he walks to a nearby seat and falls asleep for the rest of the trip.

After a few hours peter is awaken as quinjet lands outside a large farmhouse.

"What is this place?" Thor asked as the team exited the quinjet.

"A safe house?" peter says with uncertainty while Nat has her arm around his shoulder for support as she is still a little banged up from the whole mind trip.

"Let's hope." Clint says as he opens the door. "Honey, I'm home." Clint says as his wife Laura walks in from the kitchen. "Hi. Company. Sorry I didn't call ahead." Clint said as he approached his wife and kissed her.

"This is an agent of some kind." Tony said to Thor.

"Gentleman, this is Laura." Clint introduced.

"I know all your names." She says but then she looks at spider man who has his mask on.

"But I don't know who that is." She said pointing to peter. When Peter sensed Laura he quickly put his mask on.

"Pete, it's ok you can take your mask off she won't tell anyone." Clint says reassuring Peter that Laura will keep his identity a secret. Peter takes off his mask and introduces himself.

"Hi, I'm Peter Parker, the reason why you don't know me is because I'm fairly new to the team."

"When did you join?" Laura asked.

"Seven months ago." Peter answered.

"Oh wait, now that I think about it I have heard about you my kids are huge fans of Spiderman. They would watch the news about you all the time. Wait now I know why I didn't recognize you at first."

"Let me guess is it because of the new suit?"

"Yeah, how did you know?" Laura asked.

"I don't know lucky guess I guess." Peter shrugged.

"Ooh, incoming." Clint says as his children, Cooper and Lila, run in.

"Dad!" They both say as Barton picks up his daughter. "Hi, sweetheart! Hey, buddy! How you guys doing?" He says as he kisses both of their foreheads.

"These are smaller agents." tony says to the others as they watch with surprise at the two kids.

"Did you bring Auntie Nat?" Lila asked.

"Why don't you hug her and find out." Nat says as Lila rushes towards Natasha, who picks her up in her arms.

Lila then looks to see peter holding his spider man mask and she gasps.

"Your spider man!"

"Dad, you never told us you were friends with spider man!"

"Can you shoot a web spider man?" Lila asked

"Come outside and I will show you if it's ok with your dad and mom."

"Mom dad can me and cooper go outside and hang out with spider man please?" Lila asks.

"Come on dad." Cooper pleaded.

"Ok ok go ahead."

"Yayyy." They both say as both kids along with spider man head outside.

"Sorry for barging in on you." Steve said

"yeah, we would have called ahead, but we were busy having no idea that you existed." Tony said.

"Yeah, well Fury helped me set this up when I joined. He kept it off SHIELD's files, I'd like to keep it that way. I figure it's a good place to lay low." Clint said.

"I missed you." Laurn says to nat.

"How's little Natasha?" Nat says while touching Laura's stomach.

"She's…Nathaniel." Says Laura.

Natasha bends towards Laura's pregnant stomach. "Traitor."

As Thor is standing there he starts getting flashes of the vision Wanda gave him and he walks outside.

"Thor." Steve says as he follows the god of thunder outside.

"I saw something in that dream. I need answers, I won't find them here. I will return." Thor says as he uses his hammer and flies away.

After Thor is gone Steve looks out to see Cooper and Lila chasing Peter's spider drone with Peter not too far away from them.

Steve then hears Peggy's voice in his head. "We can go home, Steve." "If only I wasn't frozen that would be me playing with my kids." Cap says in his head as he turns and heads back inside the house.

Laura and clint are in their room when she starts to check clint's wound.

"See, you worried for nothing. Can't even feel the difference, can you?" clint said.

"If they're sleeping here, some of them are gonna have to double up." Larua said.

"Yeah, that's not gonna sell." Clint laughed.

"What about Nat and Dr. Banner? How long has that been going on?"

"Has what?" Clint asked.

"You are so cute." She laughed.

"Nat and… and Banner?" clint said still confused.

"I'll explain when you're older, Hawkeye."

"Oh. Okay." Clint said as he put on a polo shirt with long sleeves on.

"It's bad, right? Nat seems really shaken."

"Ultron has these allies, these uh, kids, they're punks really. But they carry a big damn stick and Nat took a serious hit. Someone's gonna have to teach 'em some manners."

"And that someone be you. You know I totally support your Avenging, I couldn't be prouder. But I see those guys, those "Gods"...

"You don't think they need me." Clint asked.

"I think they do. Which is a lot scarier. They're a mess." Larua said.

"*sigh* Yeah. I guess they're my mess." Clint said looking out the window at cap tony chopping wood and peter who is playing with his children.

"You need to be sure that this team is really a team and that they have your back. Things are changing for us. In a few months time, you and me are gonna be outnumbered. I need- ...just be sure."

"Yes, ma'am." Clint says as he kisses his wife and Laura places her arm around his waist she touches his wounded.

"I can feel the difference."

At the U-Gin Genetic Research Lab, Seoul, Korea Cho enters her lab, she sees Ultron.

"Scream, and your entire staff dies." She lightly gasps at the sight of Ultron. "I could've killed you, Helen, the night we met. I didn't."

"Do you expect a thank you note?" Cho said.

"I expect you to know why." Ultron said and immediately knew why Ultron was there.

"The Cradle." Ultron plays her own recorded voice. "This is the next thing, Tony."

"This...is the next me." Ultron said as he put his hand on the cradle.

"The regeneration cradle prints tissue; it can't build a living body." Cho said.

"It can, you can. You lack the materials." Ultron says as one of the bot's holds a vile of Vibranium. "You're a brilliant woman, Helen. But we all have room to improve." Ultron uses the scepter to mind-control Cho.

Back At Barton's house, Natasha and Banner are still experiencing the aftereffects of Wanda's hallucinations; Banner walks out of the bathroom and sees Natasha waiting outside.

"I didn't realize you were waiting." Bruce said.

"I would've joined you, but uh, it didn't seem like the right time." Natasha said.

"They used up all the hot water."

"I should've joined you." Nat said in regret.

"Missed our window."

"Did we?" Nat asked.

"The world just saw the Hulk. The real Hulk, for the first time. You know I have to leave." Bruce said as he put on a polo shirt with long sleeves.

"But you assume that I have to stay?" Nat replied, she then remembered what peter told her back on the quinjet. "Talk with Bruce." "I had this, um, dream. The kind that seems normal at the time, but when you wake..."

"What did you dream?" Bruce questioned.

"That I was an Avenger. That I was anything more than the assassin they made me." Natasha said.

"I think you're being hard on yourself." Bruce said as he took a step closer to Natasha.

"Here I was hoping that was your job." Nat said as she moved so she was face to face with Banner.

"What are you doing?" Bruce whispered.

"I'm running with it, with you." Nat said as she put her hand on Bruce's cheek. "If running's the plan, as far as you want."

"Are you out of your mind?" Bruce said as he gently removes Nat's hand and turns around and takes a few steps away for her.

"I want you to understand that, um..."

"Natasha, where can I go? Where in the world am I not a threat?"

"You're not a threat to me." Nat says as she takes a step closer to Bruce.

"You sure? Even if I didn't just... there's no future with me. I can't ever... I can't have this, kids. Do the math, I physically can't."

"Neither can I." Natasha said as Bruce looked at her confused. "In the Red Room, where I was trained, where I was raised, um, they have a graduation ceremony. They sterilize you. It's efficient. One less thing to worry about. The one thing that might matter more than a mission. It makes everything easier. Even killing." Her voice cracks at that last part. Silence falls between the two before Natasha speaks again. "You still think you're the only monster on the team?"

"What, so we disappear?"

Outside the house Steve and Stark are chopping wood while the kids and peter are still playing. Both of them take a look at peter and the kids.

"Looks like he's having fun." Tony stated as he turned his attention back to chopping wood. "So, Thor didn't say where he was going for answers?" Tony asked.

"Sometimes my teammates don't tell me things. I was kind of hoping Thor would be the exception."

"Yeah, give him time. We don't know what the Maximoff kid showed him." Tony said as Steve chopped a piece of wood.

"Earth's Mightiest Heroes." Pulled us apart like cotton candy." Steve said taking a shot at Tony.

"Seems like you walked away all right." Tony said and Steve looked at him.

"Is that a problem?" Steve asked.

"I don't trust a guy without a dark side. Call me old fashioned." Tony says as he chops a piece of wood.

"Well let's just say you haven't seen it yet." Steve said with frustration in his voice.

"You know Ultron is trying to tear us apart, right?" Tony stated.

"Well I guess you'd know. Whether you tell us is a bit of a question." Steve said taking another shot at tony.

"Banner and I were doing research." Tony said defending himself.

"That would affect the team." Steve said angerly.

"That would end the team. Isn't that the mission? Isn't that the "why" we fight, so we can end the fight, so we get to go home?"

Steve rips a piece of wood in half with his bare hands in anger. "Every time someone tries to win a war before it starts, innocent people die. Every time."

Laura interrupts them. "I'm sorry. Mr. Stark, uh, Clint said you wouldn't mind, but, our tractor, it doesn't seem to want to start at all. I thought maybe you might..."

"Yeah, I'll give her a kick." as he turns to leave, he says to Steve, "Don't take from my pile."

Stark enters the barn and walks over to the tractor. "Hello, Deere. Tell me everything. What ails you?"

"Do me a favor. Try not to bring it to life." Director Fury says as he steps out from the shadows.

"Ah Mrs. Barton you little minx. I get it, Maria Hill called you, right? Was she ever not working for you?"

"Artificial intelligence. You never even hesitated." Fury said.

"Look, it's been a really long day, like, Eugene O'Neill long, so how's about we skip to the part where you're useful?"

"Look me in the eye and tell me you're going to shut him down."

"You're not the director of me."

"I'm not the director of anybody. I'm just an old man, who cares very much about you." Fury said as he sat on a haybale.

"And I'm the man who killed the Avengers. I saw it. Wanda made me see all of my teammates, no, my friends all lying dead. I created Ultron so that the risk of one of them dying is zero. But I created a monster that is hell bent on destroying all life."

"The Maximoff girl, she's working you, Stark. Playing on your fear."

"I wasn't tricked, I was shown. It wasn't a nightmare, it was my legacy. It was the end of the path I started us on."

"You've come up with some pretty impressive inventions, Tony... War isn't one of them." Fury said as he stood up.

"I watched my friends die. You'd think that'd be as bad as it gets, right? *scoff* Nope. That Wasn't the worst part."

"Then what was?" Fury asked

"It was seeing the kid dead. I feel like I failed him and his aunt. One of my fears of accepting him on the team was that if he died, I would have to be the one to tell his aunt. peter is the only remaining family member that may has. And if I had to tell her that she lost her last family member I would feel so guilty even with all the stuff I gave him—it would not be enough to save him." Tony said all of that trying to not break down into tears.

"Well, mr stark that won't happen." Peter says as he walks into the barn.

"I'll give you two a minute, meet me inside for a team debrief." Fury said as he left the barn and went towards the house.

"Mr stark you don't have to worry about me ok I'll be fine."

"You don't know that kid. I could make you a suit filled with armor and other stuff to ensure your safety, but I feel like it's not enough." Tony said.

"Mr stark you don't have to protect me I'm not five years old. I'm 20 almost old enough to drink. And if you are constantly worried about me it could affect you in battle. You told me that if you are in a fight always to keep a clear head and not worry about anything."

"You're right kid, man since when are you so wise?" Tony asks why a 20-year-old is sharing his wisdom as if he was 80.

"My aunt says I get it from my uncle."

"Well your uncle sounds like a good man." Tony stated.

"He was." Peter replied.

Meanwhile at the Royal Holloway, University of London - Thor, dressed in casual clothes, waits for Selvig as he leaves the building.

"I like the look. If you're going for inconspicuous, though, near miss." Selvig said.

"I need your help Selvig." Thor said.

"It's nice to be needed."

"It's dangerous." Thor warned.

"I'd be disappointed if it wasn't." Selvig says as he and Thor entered his car.

Back at Barton's house, Fury meets with the rest of the team.

"Ultron took you folks out of play to buy himself time. My contacts all say he's building something. The amount of Vibranium he made off with, I don't think it's just one thing." As Fury was say that Lila gave Natasha a drawing.

"What about Ultron himself?" Steve asked.

"Ah. He's easy to track, he's everywhere. Guy's multiplying faster than a Catholic rabbit. Still doesn't help us get an angle on any of his plans though." Fury said.

"Is he still going after launch codes?" Tony asked as he threw darts at a dart board.

"Yes, he is, but he's not making any headway."

"I cracked the Pentagon's firewall in high school on a dare." Tony said.

"Yeah, well, I contacted our friends at the NEXUS about that." Fury said.

"Nexus?" Steve said confused.

"It's the world internet hub in Oslo, every byte of data flows through there, fastest access on earth." Bruce said.

"So what'd they say?" Clint asked.

"He's fixated on the missiles, but the codes are constantly being changed." Fury said.

"By whom?" tony asks as a clint Throws a dart that was about a foot away from Starks face.

"Parties unknown." Fury said.

"Do we have an ally?" Natasha asked.

"Ultron's got an enemy, that's not the same thing. Still, I'd pay folding money to know who it is." Fury said.

"I might need to visit Oslo, find our "unknown." Tony said.

"Well, this is good times, boss, but I was kind of hoping when I saw you, you'd have more than that."

"I do, I have you. Back in the day, I had eyes everywhere, ears everywhere else. Here we all are, back on earth, with nothing but our wit, and our will to save the world. So stand. Outwit the platinum bastard." Fury says as he sits down in a chair.

"Steve doesn't like that kind of talk."

"You know what, parker?" Steve says as peter smiles mischievously at him.

"So what does he want?" Fury asked.

"To become better. Better than us. He keeps building bodies."

"Person bodies… The human form is inefficient, biologically speaking, we're outmoded. But he keeps coming back to it." Tony says as peter looks at the drawing that Lila made which is a butterfly.

"When you two programmed him to protect the human race, you amazingly failed." Natasha said.

"They don't need to be protected, they need to evolve. Ultron's going to evolve." Peter says.

"How?" fury asked.

"Has anyone been in contact with Dr Cho?" peter asked.

"Why does that matter parker?" Tony asked.

"Ultron is going to make a new body with all the Vibranium he stole." Bruce finished her peter.

"But how?" Steve asked.

"With the cradle!" Bruce said.

(Meanwhile, in Korea Cho is using the Cradle to create a new body for Ultron.)

"It's beautiful. The Vibranium atoms aren't just compatible with the tissue cells, they're binding them. And SHIELD never even thought-." Cho says but Ultron cuts her off.

"The most versatile substance on the planet and they used it to make a Frisbee. Typical of humans, they scratch the surface and never think to look within." Ultron uses a laser to break open the scepter's blue gem, and a yellow gem that was inside floats out and lands in his hand. He places it in the head of the body.

Back at the Barton's house the team is getting ready.

"I'll take Natasha Clint and peter." Cap says as he picks up his shield and puts it on his back.

"Alright, strictly recon. I'll hit the NEXUS, I'll join you as soon as I can." Tony said.

"If Ultron is really building a body..."

"He'll be more powerful than any of us. Maybe all of us. An android designed by a robot that's a frightening thought." Tony said.

"You know I really miss the days when the weirdest thing science ever created was me." Steve said reminiscing.

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

"She's all yours, apparently." Tony said, wondering what Fury would want with Hill

"What are you gonna do?" Steve asked.

"I don't know. Something dramatic, I hope." Fury said as he left.

Meanwhile Clint is saying goodbye to his wife.

"I'm gonna finish re-flooring that sunroom as soon as I get back." Clint said.

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

"No. It's the last project. I promise." Clint says as he kisses her; later Laura watches them fly off in the Quinjet.

(Thor and Selvig enter a cave)

"This is it. The Water of Sight."

"In every realm, there's a reflection. If the water spirits accept me, I can return to my dream, and find what I missed." Thor said.

"The men who enter that water, the legends don't end well." Selvig warns.

Meanwhile at NEXUS Internet Hub, Oslo, Norway Stark is trying to find their "hacker."

"A hacker who's faster than Ultron? He could be anywhere. And as this is the center of everything, I'm just a guy looking for a needle in the world's biggest haystack."

"How do you find it?" one of the workers ask.

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

Back at the cave with Thor and Selvig, Thor is now in the water and goes back in his vision with Heimdall. "Wake up!" Thor starts getting electric charges going through his body.

"Thor!" Selvig yells in worry.

Thor sees more, the Avengers, the destruction of Earth. He then sees the Infinity Stones and their vessels.

Back in Korea with Cho and Ultron the twins arrive in the lab.

"Cellular cohesion will take a few hours, but we can initiate the consciousness stream. We're uploading your cerebral matrix...now." Cho says as she initiates consciousness stream.

"I can read him. He is dreaming." Wanda said.

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

"How soon? I'm not being pushy." Ultron asked a little impatient.

"We're imprinting a physical brain. There are no shortcuts. Even if your magic gem is..."

While Cho was talking wanda put's her hands on the cradle and reads Ultron's mind and she sees a vision of global annihilation, which horrifies her and she screams and falls back into Pietro's hold. Ultron quickly stood up confused.

"Are you ok what happened?" Pietro asked worried and wondering what happened.

"How could you?" Wanda asked as she looked at Ultron.

"How could I what?" Ultron asked confused.

"Y-you said we would destroy the Avengers, make a better world." Wanda said.

"It will be better." Ultron said, trying to change her mind on whatever she saw.

"When everyone is dead." Wanda realized.

"That is not- The human race will have every opportunity to improve." Ultron said trying to reason with them.

"And if they don't?" Pietro asked.

"Ask Noah." Ultron answered.

"The spider was right I should have listened to him you are a madman who only cares about himself, you lied." Said Wanda.

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

"And who decides who's weak?" Pietro asked.

While Ultron is distracted Wanda uses her powers to break the scepter's hold off of Cho.

"Life. *chuckle* Life always decides." Ultron says as he hears the quinjet approaching. "There's incoming. The Quinjet. We have to move."

"That's not a problem." Cho says as she cancels the upload to Ultron's consciousness. Ultron sighs in annoyance and blasts Dr Cho as Pietro grabs Wanda and they both run away from the lab.

"wait, guys! *sigh* They'll understand. When they see they'll understand." Ultron says as the bots blast the rest of Dr Cho's staff. "I just need a little more time." unplugs himself from the Cradle and escapes.

Peter and Steve are on a roof looking over at the U-Gin Genetic Research Lab when they both jump down and head to the building. When they enter Peter spots Dr Cho who is injured badly.

"Dr CHO!" Peter yelled as he and Steve ran over to her. Cap grabs a cloth and kneels beside her and applies pressure on the wound.

"Where's Ultron?" Steve said as peter asked as he took off his mask.

"He's uploading himself into the body."

"Where?" Steve asked and As he was about to get up to begin searching for Ultron Dr Cho grabs his arm to tell him, "The real power is inside the Cradle. The gem, its power is uncontainable. You can't just blow it up. You have to get the Cradle to Stark." She says while taking shallow breaths.

"First, I have to find it. Don't worry, help is on the way Helen." She nods. Steve and peter get up and leave the labs.

"Did you guys copy that?" Steve asked to clint and Natasha who are in the quinjet.

"We did." Clint answered.

"I got a private jet taking off, across town, no manifest. That could be him." Nat said.

Clint noticing a truck heading across a bridge and when he looks closer, he sees it's a truck from the lab.

"There. It's a truck from the lab. Right above you, Cap. On the loop by the bridge."

Peter hops onto a streetlight and he spots the truck.

"I see it, it's coming this way Cap." Peter confirmed.

"I got three with the Cradle and one in the cab. I could take out the driver." Clint suggested.

"Negative! If that truck crashes, the gem could level the city." Cap said as he was climbing a roadside ladder with Peter waiting for him on top. "We need to draw out Ultron." Steve said.

"Cap the truck is almost under us." Peter yelled. Steve sees the truck coming and he and Peter jump off the highway onto the truck and land on the roof.

"No, no, no, no, no." Ultron says as he hears the two Avengers land on the roof.

"I'll get the door cap." Peter said as he goes to open the big 18-wheeler semitruck's back door, but Ultron fired at the door blasting it open.

"Leave me alone!" Ultron yelled as he blasted the truck's back door open. The door swings back closed and as Peter was about to enter Ultron fired again at the door launching Peter in the air. When Peter falls, he lands on the door that is being dragged on the street like a sled being dragged by a person.

"Well, he's definitely unhappy! I'm gonna try and keep him that way. Peter yelled.

"You're not a match for him kid." Clint said.

"Thanks, Barton." Peter says as Ultron unplugs himself from the Cradle and blasts Peter back onto another car as he tries to enter the truck, peter jumps and manages to get back onto the truck's roof with cap.

"You know what's in that Cradle?" Ultron says as he fires a laser blast at cap who blocks it with his shield. "The power to make real change, and that terrifies you."

"I wouldn't call it a comfort." Steve says as he throws his shield at Ultron and Peter shoots some webs at the now-flying Ultron.

Ultron blasts at Peter who flips out of the way and Cap throws his shield which gets lodged in Ultron's chest. "Stop it!" Ultron says as hits the shield out of his chest and lasers Cap which sends him flying to the front of the truck.

"CAP!" Peter yelled thinking that cap fell off the truck, but he could not check as he was busy fighting Ultron.

Steve grabs onto the windshield when one of Ultron's drones tries to punch Steve off the windshield but Steve gets out of the way and grabs onto a handle on the side of the truck. Peter, who is still fighting Ultron sees Steve hanging on the handle, he back flips and lands on the side. "Cap grab my hand." Peter says to which cap does, and peter flings him back on top of the truck.

Meanwhile, Natasha gets ready to hop on her motorcycle.

"We got a window. Four, three… give 'em hell." Clint says as he opens the back of the quinjet, and Natasha exits the quinjet on her motorcycle and heads for the truck. While she's driving, she sees Cap's shield on the road. "I'm always picking up after you boys." Nat says as she picks up the shield.

"They're heading under the overpass; I've got no shot." Clint said to Natasha.

"Which way?" Nat asked.

"Hard right... Now." Clint says as Natasha turns through incoming traffic and heads through an alleyway.

back at the truck peter and cap are still fighting Ultron but without his shield both of them are having a hard time.

Steve sees a little girl walking on the road not paying attention to the incoming truck.

"Parker girl on the street."

"On it." Peter says as he swings and gets the girl out of the way before she can become roadkill. Ultron saw this window and grabbed cap by the throat and was prepared to throw him when Nat came from under the truck and passed Cap his shield which he used to knock Ultron away from him. Ultron then pulls a piece of the road up which blocks Natasha and Nat has to go up some stairs and peter swings in and moves people out of the way making it easier for Nat to pass.

Ultron blasts Steve onto a car behind and he pulls a piece of the road flipping the car. Cap uses his shield to shield Surf for a bit and gets help from Peter who uses his webs to fling him back on the truck.

"Clint, can you draw out the guards?" Nat asked.

"Let's find out." Clint says as he shoots the quinjet's machine gun at Ultron which drives out the drones inside the truck where the cradle is. The drones go for the quinjet and start shooting it. Then the drones attach to the quinjet with one shooting the windshield while the other shooting the belly but clint preforms an aileron roll and shakes the drones off but the drones still pursue.

Meanwhile, in a market, the Maximoff twins see on TV Cap and Peter fighting Ultron.

Peter swings and kicks Ultron hitting him into a pillar but Ultron recovers and tackles Steve and both he and Ultron go flying into a train. The drones stop pursuing the quinjet and head back to the truck.

"They're Heading back towards you. So whatever you're gonna do, do it now." Clint says to Natasha. Peter swings into the train to help fight Ultron.

"I'm going in. Cap Peter, can you keep him occupied?" Natasha asked.

"What do you think we've been doing." Cap and peter say at the same time as they get up and charge at Ultron.

Natasha jumps off her motorcycle and jumps into the truck. the Drones head back, pick up the truck and lift off the ground.

"The package is airborne. I have a clean shot." Clint said.

"Negative. I am still in the truck." Nat replies.

"What the hell are you...?" "Just be ready, I'm sending the package to you." Natasha cuts clint off.

"How do you want me to take it?" Clint asked.

"Uhh, you might wish you hadn't asked that." Natasha says as she begins to cut the cords holding the cradle in place.

As Ultron has Cap to the wall Peter webs up his hands to hold them from punching cap and out of nowhere Pietro runs into Ultron sending both Ultron and Peter into a wall. Then wanda uses the overhead metal bars to prevent Ultron from getting to the other side of the train car. peter and Steve look to see Wanda and peter who got his mask hit off by Ultron when he threw Peter across the train car smiles at her.

"Please. Don't do this." Ultron said asking Wanda to not help the Avengers.

"What choice do we have?" Wanda said.

Ultron looks a Pietro and tries to blast him but Peter warns Pietro to get out of the way which he does but the blast goes through the door where the train engineer is hitting him. Ultron flies out of the train and heads toward the flying truck.

"I lost him! He's headed your way!" Steve says as he runs to the controls of the train and finds it damaged and the engineer unconscious.

"Nat, we gotta go." As soon as clint said that Natasha cuts the last rope holding the cradle and places an explosive and rides the cradle into the quinjet but Ultron catches her by her foot and takes her.

"CLINT!"

"NAT!"

Back in the train it derails and now poses a threat to the people.

"Cap, peter do you see Nat?" Clint said hoping one of them saw Ultron take her.

"If you have the package, get it to Stark! Go!" Steve yelled in the earpiece.

"Do you have eyes on Nat?" Clint asked again.

"GO!" Steve said which Clint does reluctantly.

"Civilians in our path." Cap said.

"I'm on it." Pietro says as he runs out of the train and moves people out of the way.

"Can you stop it?" Steve asks Wanda to which she nods her head. But before she can start, the train crashes into a building. Cap uses his shield to block and debris from hurting anyone but a large piece of wood hits cap's shield knocking him back. Wanda starts to use her powers to try and stop the train but it's not slowing down fast enough.

"Let me help." Peter says as he uses his webs on building and his super strength to help Wanda stop the train. With both of them combining their powers they are able to stop the train.

"Ladies and gentlemen, we have arrived at your stop." Peter says panting into the train intercom.

Every passenger then exits the train and hugs their loved ones. Peter checks to see if the engineer is dead but the engineer still has a pulse and peter quickly gets him out of the train and a medical professionals takes the engineer away.

Wanda sees peters mask on the floor and goes to give it to him. "I believe this belongs to you." Wanda said handing peter his mask.

"Thanks." peter says as they both look into each other's eyes for a little bit before they look away with a little blush on both of their faces.

Wanda then sees her brother bending over catching his breath and approaches him.

"You ok?" Wanda asked

"I'm fine I just need to take a minute." He replies

"I'm very tempted not to give you one." Cap said but peter jumps into defend the twins.

"Whoa whoa whoa whoa Cap, they just helped us the least you can say is thank you." Peter said.

"Thanks, you two for helping us." Cap said looking at them.

"Come on cap say it like you mean it." Peter asked.

"Fine. Thanks you two, we wouldn't been able to stop the train without you."

"Ahem."

"And you too kid."

"Aww thanks Steve and you're welcome." Peter said.

Wanda looks at peter. 'He's so cute.' Wanda says in her head, but she shakes her head to get serious.

"The Cradle, did you get it?" she asked.

"Mr Stark will take care of it." Peter said.

"No, he won't." she said.

"You don't know what you're talking about, Mr Stark's not crazy." Peter defended.

"Peter, why do you defend him so much?" Wanda asked.

"Because I don't like to judge people until I know what they are trying to do." Peter answers back.

"He will do anything to make things right." Wanda didn't show it but she took kept Peter's words in her head so she would remember them as advice.

"Stark, come in. Stark." Cap radio's but no one answers. "Anyone on comms?" Still no answer.

"Ultron can't tell the difference between saving the world and destroying it. Where do you think he gets that?" Wanda says as peter looks at her confused.

'I think she still has a problem with Mr Stark.' peter said in his mind.

Peter Wanda Steve and Pietro all head into a quinjet and head to stark tower as cap takes the wheel.

"Everyone sit back and relax we'll arrive in a few hours." Cap says as Pietro looks around in awe while Wanda finds a corner seat and sits in it. An hour into the flight peter walks over to Wanda and sits next to her.

"Hey." Peter said as he sat down.

"Hey." She replied.

"Listen Wanda I-."

"You want to know why I still hate Stark."

"How did you-."

"I read your mind earlier."

"Wanda, Mr stark isn't a bad person."

"Oh yeah and why did he send a shell into our apartment and killed my parents."

"Wanda, I bet Mr stark didn't even know that happened he isn't a murder he wants to help people. That vision you gave him back at the Hydra base he created Ultron because of that."

"So you are saying it my fault."

"No far from it. I'm just saying is that ever since what happened to him in New York back in 2012 and the vision you gave him it scared him in to making Ultron to protect not only us his friends but the whole world."

"Peter i—"

"Look into my mind and you will see that I am telling the truth." She does as Peter asks and sees that he is being sincere.

"Wanda please just give him a chance just as I am giving you a chance."

"What do you mean by giving me a chance?"

"Wanda back in Africa I had you trapped I could have finished you, but I didn't."

"Why didn't you?" Wanda asked.

"Because we the Avengers don't kill; we are not monsters all we want to do is save the world and make it a better place which is what Mr stark tried to do when he sold weapons and created Ultron. And also, I could never kill such a pretty girl like you." Peter says which makes Wanda smile as a little blush appears on her face.

After their talk, Wanda and Peter talk to each other about how their lives were when before they lost their parents. They talk for the whole ride back to New York and realize they actually have a lot of stuff in common like how they listen to the same band they watch similar shows and they like the same things like chocolate and they both play guitar. they had also both been to Disney World and both of their favorite rides were Splash Mountain. back at the tower. "Anything on Nat?" Bruce asked.

"Haven't heard. But she's alive, or Ultron would be rubbing our faces in it."

"This is sealed tight." Clint said as he hopped off the cradle.

"We're going to need to access the program, break it down from within."

"Hm. Clint Any chance Natasha might leave you a message, outside the internet, old school spy stuff?"

"There are some nets I can cast. Yeah, I'll find her." Clint says as he leaves the room.

"I can work on tissue degeneration, if you can fry whatever operational system Cho implanted." Bruce said.

"Yeah, about that." Tony said.

Bruce looked at him confused at first but figured out what he was thinking.

"No. No. No. No. No."

"You have to trust me." Tony pleaded.

"Kinda don't." Bruce said.

Our ally? The guy protecting the military's nuclear codes? I found him. Tony says as he brings up the 3D image of Jarvis's consciousness.

"Hello, Dr. Banner." The ai greeted.

"Ultron didn't go after JARVIS cause he was angry. He attacked him because he was scared of what he can do. So JARVIS went underground. Okay? Scattered, dumped his memory. But not his protocols. He didn't even know he was in there, until I pieced him together."

"So, you want me to help you put JARVIS into this thing?" Bruce questioned.

"No, of course not! I want to help you put JARVIS in this thing." Banner shakes his head. "We're out of my field here. You know bio-organics better than anyone."

"And you just assume that JARVIS' operational matrix can beat Ultron's?" Bruce questioned.

"JARVIS has been beating him from inside without knowing it. This is the opportunity, we can create Ultron's perfect self, without the homicidal glitches he thinks are his winning personality. We have to." Tony said.

"I believe it's worth a go." Jarvis said.

"No, I'm in a loop! I'm caught in a time loop; this is exactly where it all went wrong." Bruce said.

"I know, I know. I know what everyone's going to say, but they're already saying it. We're mad scientists. We're monsters, buddy. You gotta own it. Make a stand." Banner shakes his head. "It's not a loop. It's the end of the line." Tony says as Bruce looks back at the Cradle.

In the Sokovia base where Natasha is being held prisoner.

"I wasn't sure you'd wake up." Ultron said as Nat slowly regained consciousness. "I hoped you would, I wanted to show you something. I don't have anyone else. I think a lot about meteors, the purity of them. Boom! The end, start again. The world made clean for the new man to rebuild. I was meant to be new. I was meant to be beautiful. The world would've looked to the sky and seen hope, seen mercy. Instead they'll look up in horror because of you. You've wounded me. I give you full marks for that. But, like the man said, "What doesn't kill me..." a bigger body of Ultron's destroys the old one. "just makes me stronger." Ultron says as he locks Natasha in a cell.

In the comms room Clint gets a Morse code message from Natasha which he's able to detect her location. At the same time Stark and Banner are experimenting on the synthetic body.

"This framework is not compatible." Tony said.

"The genetic coding tower's at ninety-seven percent. You have got to upload that schematic in the next three minutes." Bruce said. when Cap entered the room with Pietro Wanda and Peter behind him.

"I'm gonna say this once."

"How about nonce." Tony says back to Steve.

"Shut it down!"

"Nope, not gonna happen." Tony said.

"You don't know what you're doing Tony." Cap said.

"And you do?... She's not in your head?" Bruce says referring to Wanda.

"I know you're angry." Wanda said.

"Oh, we're way past that. I could choke the life out of you and never change a shade." Bruce says as peter moves in front of Wanda as if to shield her.

"Guys, this is what Ultron wants. He wants us to fight, he does not want us to work together or to be a team. Why do you think he made Wanda put all those visions in your heads, no offence." Peter said as he turned to wanda.

"None taken." she says while looking deep into his eyes almost in a trance. Wanda shakes her head and comes back from no man's land.

"When I was with Ultron, he said that he had something that you all didn't have." Wanda said.

"What did he say?" Tony asked.

"Harmony, teamwork." She answered.

"If we don't work together Ultron will defeat us and fighting isn't going to help us." Peter said looking at everyone in the room.

When he looks at Wanda, she looks at him with a mesmerized look as she got a weird feeling in her stomach by how Peter looked and spoke. In her mind, she saw a man who was an amazing person and cared for others from the stories he told her back on the quinjet. But she also saw a man with a soft spot but also strong not only physically but mentally. He did not want to see his friends fight and he gave a hell of a speech. but Wanda shakes those feelings away not knowing what they were.

"Also, shouldn't you let Mr stark tell you what he is going to do."

"You're right Peter, I'm sorry, I shouldn't have assumed the worst and I should have trusted Stark and that he knew what he was doing." Steve said.

"I Should apologize as well." Wanda said. "I always thought of stark as a ruthless killer that only cared about himself, but I was wrong. As you said Peter don't judge people until you get to know them or something like that." wanda said.

"Damn kid I think you are the wisest person I've ever known." Tony says.

"Thanks, now what are you trying to do with the cradle Mr stark?" Peter asks.

"Well, me and banner I'm trying to link Jarvis's framework into the body because we think it can defeat Ultron, but it doesn't have enough power." As if right on que Thor came into the room and used his hammer and summand lightning onto the cradle. And after a few moments the cradle burst open and the body which was in there was now alive, everyone looked shocked. when the body looked at Thor and lunged at him, but the god of Thunder threw him through the lab window and almost through the stark tower window, but the body was able to catch itself and it looked at its reflection through the window. The body fly's away from the window and lands next to Thor.

"I'm sorry, that was...odd. the body said to everyone. Thank you." It said to the god of thunder as it formed a cape.

"Thor, you helped create this?" Steve asked.

"I've had a vision. A whirlpool that sucks in all hope of life and at its center is that." Thor points to the gem inside Vision's head.

"What the gem. What's so important about it beside it looking cool?" Peter asked.

"That young parker is the Mind Stone. It's one of the six Infinity Stones, the greatest power in the universe, unparalleled in its destructive capabilities." Thor said.

"Then why would you bring it to life if it has destructive capabilities?" Steve asked.

"Because Stark is right. The Avengers cannot defeat Ultron." Thor said.

"Not alone." Vision said.

"Why does vision sound like Jarvis?" peter asked.

"We... reconfigured JARVIS' matrix to create something new." Tony said.

"I think I've had my fill of new." Steve said.

"You think I'm a child of Ultron?"

"You're not?" Steve questioned.

"I'm not Ultron. I'm not JARVIS. I am... I am."

"I looked in your head and saw annihilation." Wanda said.

"Wanda, maybe whatever you saw was Ultron's mind not Vision's. Because he was trying to link his consciousness with the body so some of his thoughts got transported which you were able to see." Peter hypothesized.

"Their powers, the horrors in our heads, Ultron himself, they all came from the Mind Stone, and they're nothing compared to what it can unleash. But with it on our side..." Thor says but is then cut off by Cap.

"is it?... are you… on our side." Cap Questioned

"I don't think it's that simple." Vision states.

"How come?" peter asked.

"I am on the side of life. Ultron isn't, he will end it all."

"What's he waiting for?" Tony asked.

"You." Vision said referring to tony.

Where?" Bruce asked.

"Sokovia. He's got Nat there too." Clint said.

"If we're wrong about you, if you're the monster that Ultron made you to be..." Bruce says but he gets cut off by vision.

"What will you do?" Vision questioned as he looks around at all of them. "I don't want to kill Ultron. He's unique, and he's in pain. But that pain will roll over the earth, so he must be destroyed. Every form he's built, every trace of his presence on the net, we have to act now. And not one of us can do it without the others. Maybe I am a monster. I don't think I'd know if I were one. I'm not what you are, and not what you intended. So there may be no way to make you trust me. But we need to go." Vision says as he holds up Thor's hammer as everyone stares in shock. When Thor takes it, Vision walks off.

"Umm yeah I think we can trust him." Peter said.

"Three minutes. Get what you need." Steve says to the others.

"Kid come with me."

Tony brings him to a computer with a bunch of chips with names.

Tony puts the chip that's says Friday into a chip drive that is connected to the computer which transfers over to the suit and the avenger's compound.

"Good evening boss." Friday the new Irish ai says.

"Pete Friday is only programed to me so you get to pick your suit ai." Tony says as he lays out 20 different chips with names on them.

"Ok." peter says as he goes through all the names, and he points to the chip that says Karen.

Tony connects the cable into peter's suit and after a little bit tony tells to put on his mask and Karen should talk immediately which he does. When he puts the mask on Karen greets him.

"Hello peter." Karen greeted him in a Brooklyn accent.

"Wow thanks. Mr stark."

"No problem kid."

"I should go to the lab make some more web fluids."

"Good idea." Tony says as peter gets up and walks away.

While peter is walking the lab in the stark tower, he spots wanda all by herself. Peter takes off his mask and approaches her.

"Hey pretty, what'cha thinkin about." Peter said as he sat down on the bench next to her.

"Peter, do you always try to flatter me?"

"Sorry its just you're the most beautiful girl I've seen, and I can't stop saying that man what is wrong with me." peter said as he put his hands on his face to cover his blushing.

Wanda then gives peter a peak on the cheek and peter looked at her in shock. "You're so cute when you're nice." Wanda laughed as she got up and walked way.

Peter is still shocked at what just happened when clint comes in and sees peter with his mouth open.

"Kid you ok it looks like you have just seen a ghost."

"Uh-huh." Peter says as he nods his head with his mouth still open.

"Ok." Clint says as he walks away. peter shakes his head and is able to think again.

"Oh I think I'm in love." He says as he gets up and heads to the lab.

Once he is done, he waits in the quinjet for the others.

At the entrance of the quinjet Steve Bruce and Tony talk about the upcoming battle.

"No way we all get through this. If even one tin soldier is left standing, we've lost. It's gonna be blood on the floor." Tony said.

"I got no plans tomorrow night." Steve said.

"I get first crack at the big guy. Iron Man's the one he's waiting for."

"That's true, he hates you the most." Vision says as he enters the quinjet and the statement gets a laugh from peter.

The team plus the twins all board the Quinjet and they take off for Sokovia.

"Ultron knows we're coming. Odds are we'll be riding into heavy fire." as Steve is saying this peter looks at wanda and sees she looks nervous; he puts a hand on her knee, she looks down and then back up to see his cute smile and she smiles back and that feeling in her stomach comes back.

"And that's what we signed up for. Steve continues. But the people of Sokovia, they didn't. So our priority is getting them out. All they want is to live their lives in peace, and that's not going to happen today. But we can do our best to protect them. And we can get the job done, and find out what Ultron's been building. We find Romanoff, and we clear the field. Keep the fight between us. Ultron thinks we're monsters and we're what's wrong with the world. This isn't just about beating him. It's about whether he's right."

Pietro speeds into the Sokovian police station.

"We're under attack! Clear the city, now!" no one takes this seriously so Pietro returns with a rifle and starts shooting at the ceiling. "Get off your asses." he says as he hands the rifle to a police officer."

Wanda uses her mind powers to influence the citizens to evacuate. Peter goes from door to door knocking telling people to evacuate the city and he has Pietro there just in case there's a language barrier.

Meanwhile Bruce calls out for Natasha and finds her.

"Bruce I'm over here."

"You alright?" He asked.

"Yeah." she responds.

"The team's in the city, it's about to light up." Bruce stated.

"I don't suppose you found a key lying around somewhere?" She asked.

"Yeah, I did." He says as he holds up an alien rifle and blasts the cell door open.

"So what's our play?" Nat asked.

"I'm here to get you to safety." Bruce said.

"Job's not finished." Nat said.

"We could help with the evacuation, but I can't be in a fight near civilians. And you've done plenty. Our fight is over. Bruce said.

"So we just disappear?" Nat questioned.

Back above ground Cap helps cars get a cross a bridge while peter is caring people with disabilities across.

"Your man's in the church, boss. I think he's waiting for you." Friday says as Tony flies and lands in the Church.

"Come to confess your sins?" Ultron asks.

"I don't know, how much time you got?" Tony says trying to buy the people as much time as possible to get out of the city.

"More than you." Ultron says back when he approaches tony.

"Uhhh. Have you been juicing? A little Vibranium cocktail? You're looking, I don't wanna say, puffy..."

"You're stalling to protect the people."

"Well, that is the mission. Did you forget?" Tony stated.

"I've moved beyond your mission. I'm free." Ultron says as the Vibranium core he's placed beneath the floor erupts. "What, you think you're the only one stalling?"

"There's the rest of the Vibranium. Function: still unclear." Friday said trying to Figure out what Ultron is using the core for.

"This is how you end, Tony. This is peace in my time."

"Mr stark how you holdin up." Peter yelled into the earpiece.

"You might wish you hadn't asked that kid." Tony says as Ultron's army of robots start attacking the city while everyone is still evacuating.

"GO GO!" Steve yelled at the people to run drive whatever to get off the bridge when an Ultron drone shoots at cap which he retaliate by throwing his shield at it.

"Get off the bridge." Wanda says as she uses her powers to make a barrier to protect the people from the Ultron drones shooting at them. "RUN" she says as the Ultron drones continue shooting the barrier and with a powerful blast the knock wanda down.

"WANDA!" peter yells as he swings in and destroys the drones shooting wanda.

Peter than runs over to wanda. "You ok?" he asked. asked.

"I'm fine. LOOK OUT!"

Peter turns to see a drone shoot at him and the blasts hits him square in the face and peter falls back.

"PETER!" Wanda yells as she throws an energy ball at the Drone, destroying it.

PETER PETER! Wanda yelled shaking him to wake up as she took off his mask. "PETER Please wake up." Wanda starting to get misty eyes when peter wakes up with a loud gasp.

"Ow." Peter said holding his face and he notices he is not wearing his mask, and he sees wanda in front of him.

"Wanda?"

"Peter thank God, I thought you were dead." Wanda said as she hugged him.

"It's going to take more than a blast to the face to stop me."

Peter looks at his mask to see it's ripped and damaged.

"I don't think it is wearable." Wanda said.

"It's a lost cause, but I don't need it." Peter says as he pulls an earpiece from inside the mask and puts it in his ear.

"Good because I wanted to see your handsome face anyways."

Peter blushes but sees a drone approaching from behind wanda and he shoots a web destroying it.

"We still got a fight on our hands." Peter says as he reaches a hand out to wanda which she takes, and they both start taking out Ultron drones.

Meanwhile back at the church.

"Ultron."

"My Vision. They really did take everything from me."

"You set the terms, you can change them." Vision said.

"Alright." Ultron says as he grabs Vision, but Vision grabs his head and begins to lock Ultron out of the Internet.

As this is happening the rest of the avengers are fighting drones. Cap uses his shield the break a drone into pieces. Thor uses his hammer to hit the drones and throws his hammer at one destroying it. Pietro sees robots coming up from the ground and he dismantles them with his super speed.

"Friday! What's happening with Vision?" Tony asked.

"Boss, it's working. He's burning Ultron out of the net, he won't escape through there."

"*groan* You shut me out! You think I care?" Ultron says as Vision is knocked unconscious and Ultron throws him away. "you take away my world, I take away yours." Ultron says as he activates the Vibranium core, and the earth around Sokovia starts to crack.

Thor goes into a cave and sees the Vibranium core starts spinning like a helicopter propeller ready to take off. And pieces of the earth land on Thor but he uses his hammer to break out as above ground a part of Sokovia slowly gets lifted into the air.

"Friday? What's happening?" Tony asked.

"Sokovia's going for a ride." The ai said as the once city begins to rise up towards the sky.

"Do you see? The beauty of it, the inevitability. You rise, only to fall. You, Avengers, you are my meteor, my swift and terrible sword and the earth, will crack with the weight of your failure. Purge me from your computers, turn my own flesh against me." Ultron says as peter fires an explosive web at the talking drone destroying it then another drone takes its place and continue talking. "It means nothing. When the dust settles, the only thing living in this world will be metal."

"We gotta move." Bruce says as the earth starts shaking and falling around them.

"You're not going to turn green?" Nat questioned.

"I've got a compelling reason not to lose my cool." Bruce stated.

"I adore you." Nat says as she kisses Banner then pushes him off the edge. "But I need the other guy." Hulk jumps up in front of her with a smile. "Let's finish the job." with Natasha on his back yelling in fright, Hulk gets into the city. "I really hope this makes us even. Now go be a hero." Hulk roars as he goes off and Natasha rushes off in the opposite direction.

"Boss I figured it out. The Vibranium core has got a magnetic field, that's what's keeping the rock together." Friday said.

"If it drops?" Tony asked already knowing what would happen.

"Right now the impact would kill thousands. Once it gets high enough: Global extinction." The Irish ai said. Stark flies towards the city when a building starts to collapse as the ground shakes. "That building's not clear, the tenth floor." Friday says as Stark flies in to find a family still in their apartment hiding in the bathroom.

"Hi. Okay. Um Get in the tub!" Stark points at it. Once the family is in he flies the, out of the collapsing building.

"Boss airborne, heading up to the bridge." Friday says as a Drone flies into Cap knocking him onto a car.

"Cap, you got incoming." Tony warned.

"Incoming already came in." says as he gets up from the car grunting.

"Stark, you worry about bringing the city back down safely. The rest of us have one job: tear these things apart. You get hurt, hurt 'em back…" Steve says as peter and wanda start to more destroy drones. "You get killed, walk it off." Steve says as he walks towards a few Drones and throws his shield at them.

"WANDA!" Peter yelled as the Ultron's forces start to overwhelm them and one tries to calm kamikaze Them, but they jump through a window and shelter in a building.

"How could I let this happen?" Wanda said as she starts to break down.

"Hey, hey, you okay?" Peter says kneeling next to her worried.

"This is all our fault." Wanda says as peter puts his hand under her chin to look at him.

"Wanda look at me. Hey, it's not your fault, it's no one fault alright. They only fault is Ultron's." Wanda looks at him with skeptical eyes. "Listen were are thousands of feet in the air with killer robots all around us. I need you wanda." Wanda looks down and peter makes her look at him again. "Listen wanda if you want to stay her that's fine, I'll tell your brother to come get you. But if you step out the door you're an avenger one of the strongest hell the strongest out of us all." Wanda then looks at peter with starstruck eyes.

Peter then gets up and exits the building and starts to fight the Ultron drones.

Wanda takes a second to let peter's words sink in and when they do she has a look of confidence as she gets up exits the building and starts to dismantle the robot. Peter looks back at wanda and smiles. After they both take out the Ultron drones in the immediate vicinity Peter walks up to her and gives her a hug.

"I knew you could do it." Peter said as he hugged her but then stopped as he realizes what he is doing and apologizes.

"Sorry about that." Peter apologized.

"No its ok. Thank you peter for the talk." Wanda says as she hugs him and peter hugs back.

"You're welcome now come on we still got robots to destroy and I could really uses your help." Peter said.

she nods her head as the feeling in her stomach comes back. The next wave of Ultron bots come and they both prepare.

Back on the bridge Cap hears a girl scream and he sees a car about to tip over the edge. He grabs onto the car rear bumper, but it breaks off and the car falls of the edge of the bridge. Thor who was flying up sees the lady in the car grabs her hand and throws her up to Steve who has his arm hanging of the edge ready to receive the catch. Thor throws her but it ends up a little short and Steve slides down and holds onto a piece a rebar that's hanging from the bridge and catches the woman. "I got you. Just look at me alright." Cap says as he uses one arm to climb back onto the bridge.

"You can't save them all. You'll never—" Ultron gets cut off by Steve throwing his shield at the attacking robot. When he called back his shield the robot falls off the edge of the bridge.

"You'll never what? You didn't finish!" Steve said as Thor lands on the bridge on the top of another car he was saving. "What, were you napping?" Steve asked as they walked away from the bridge.

As Thor and Steve are fighting off the robots Ultron comes and grabs Thor. "Thor! You're bothering me."

peter and wanda are busy taking out the last wave of Ultron drones. When they destroy the last one peter says over comms, "Alright, we're all clear here."

"We are not clear! We are very not clear!" Cap says as he destroys a robot.

"Alright, coming to you." Peter said. Just then Pietro speeds in, picks up Wanda and leaves.

"Try and keep up spider." Pietro said as he ran away.

"Oh, it is on!" Peter said as he starts swinging and jumping across roofs.

Peter wanda and Pietro arrive to help some officers. Peter uses his web net to trap a few Ultron drones and activates it and the web exploded the drones inside.

Wanda is using her power to take down some more drones. Pietro is about to attack when his arm gets grazes by a stray bullet. He looks around to see a young officer with his gun up and Pietro gives him a are you serious face. And he continues his attack.

as Natasha joins them in their battle with the robot's Cap throws her his shield to help out. "Romanoff!"

"Thanks!" She says as uses his shield to destroy a drone.

Back with Stark.

"The anti-gravs are rigged to flip. Touch 'em, they'll go full reverse thrust. The city's not coming down slow." Friday said.

"The spire's Vibranium. If I get Thor to hit it." Tony suggested.

"It'll crack, but that's not enough, the impact would still be devastating." Friday said.

"Maybe if we cap the other end, keep the atomic action doubling back." Tony Brainstormed.

"That could vaporize the city, and everyone on it." Friday answered

"The next wave's gonna hit any minute. What have you got, Stark?" Steve asked, hoping for a solution.

"Well, it's nothing great. Maybe a way to blow up the city. That'll keep it from impacting the surface if you guys can get clear." Tony said.

"I asked for a solution, not an escape plan." Steve said.

"Impact radius is getting bigger every second. We're going to have to make a choice." Tony said giving an ultimatum.

"Cap, these people are going nowhere. If Stark finds a way to blow this rock everyone-."

"No not till everyone is safe." Steve said cutting Nat off.

"Everyone up here versus everyone down there? There's no math there Cap." Peter said on comms.

"I'm not leaving this rock with one civilian on it." Steve said to Nat and peter.

"I didn't say we should leave." Steve turns to look at her. "There's worser ways to go. Where else am I gonna get a view like this?" Nat said.

"Glad you like the view, Romanoff. It's about to get better." Fury says over comms. As the Helicarrier show up; everyone looks to see it flying. "Nice, right? I pulled her out of mothballs with a couple of old friends. She's dusty, but she'll do."

"Fury, you son of a bitch." Steve said with a smile.

"Oooh! You kiss your mother with that mouth?" Fury joked.

"Language captain." peter said as Steve looked at him and peter smiled.

"Altitude is eighteen thousand and climbing." Hill states.

"lifeboats secure to deploy. Disengage in three, two... take 'em out." Specialist Cameron Klein said.

"This is SHIELD?" Pietro asks as they watch the lifeboats fly towards the flying city.

"This is what SHIELD's supposed to be." Steve answered.

"This is not so bad." Pietro says with a smile on his face.

"Let's load 'em up." Steve said.

"Sir, we have multiple bogies converging on our starboard flank." Hill states.

"Show 'em what we got." Fury says with a smirk.

"You're up." hill says as Rhodey shows up in his War Machine suit and blasts one of the robots.

"Yes! Now this is gonna be a good story." He said.

"Yep. If you live to tell it." Stark says as he repulsor blasts at a drone behind him.

"*scoff* You think I can't hold my own?" Rhodey asked.

"We get through this, I'llll hold your own." Tony said.

"You had to make it weird." Rhodey says as he and stark continue to shoot and blast Ultron drones.

as the team helps the people onto the Helicarrier lifeboats. "Alright, let's load 'em up! Alright, here we go. Here we go, let's move. Let's go everyone!" Cap says as Clint Wanda Nat and peter help load the lifeboats.

"Number six boat is topped and locked. Or, uh, or stocked, topped. It... it's, uh, full of people." Klein says.

"Incoming!" one of the robot's crashes in through the Helicarrier window and Hill shoots at it as Fury stabs in with a piece of metal, destroying it.

"You think you're saving anyone? Ultron says as he punches Thor and puts him in a choke hold. "I turn that key and drop this rock a little early and it's still billions dead. Even you can't stop that."

"I am Thor, son of Odin, and as long as there is life in my breast, I am... running out of things to say! Are you ready." Thor says as peter picks up his hammer who tosses it to vision who hits Ultron away.

"It's terribly well balanced." vision says

"Well, if there's too much weight, you lose power on the swing." Thor explained.

"I got it! Create a heat seal. I can...I can supercharge the spire from below." Tony said forming a plan.

"Running numbers." Friday says as Stark fights off the robots from the Helicarrier's lifeboats that shot out one of the engines.

"Heat seal could work with enough power." Friday says coming up with a solution.

"Thor, I got a plan!" Tony grunts holding the lifeboat up and bringing it to the Helicarrier.

"We're out of time. They're coming for the core me parker and vision are already here." Thor said.

"Rhodey, get the rest of the people on board that carrier." "On it." Rhodey replied. "Avengers, time to work for a living." Tony says as he flies to the core in the middle of the church.

the rest of the team joins Thor and Vision and peter. "You good?" Pietro asked his sister.

She nods her head and looks to peter.

"Thank you for taking care of her." Pietro said to peter.

"Pietro I'm not 3 I can take care of myself." Wanda says.

"*chuckle* you're welcome Pietro." Peter said.

Some of Ultron's drones head for the drill but the avengers that are there stop them.

"Romanoff? You and Banner better not be playing "hide the zucchini." Tony said.

"Relax, Shell-head. Not all of us can fly." She says as drives a truck through a bunch of Ultron drone and she joins the rest of the team. "What's the drill?" she asked.

"This is the drill." Tony says pointing at the Vibranium core. "If Ultron gets a hand on the core, we lose." Stark says as hulk arrives and the entire team surrounds the core when Ultron shows up.

"Is that the best you can do!?" Thor yelled.

Ultron summons his thousands of robots to join him.

"You had to ask." Steve said.

"This is the best I can do. This is exactly what I wanted. All of you, against all of me. How could you possibly hope to stop me?"

"Well, like the old man said." Tony says looking at cap. "Together." The hulk roars in preparation as the assault of Ultron robots begin to advance and everyone starts taking down all the drones.

Ultron then goes for vision and slams him into a wall, but vision uses the mind stone as a laser. Thor using his hammer, Tony using his repulsors at full power and peter using his electrified webs to help in damaging the mad robot. When they stop some of Ultron's body has melted off and he finds it hard to stand.

"You know, with the benefit of hindsight." But Ultron gets cut off by the hulk punching him into the sky and he charges at the Ultron drones, but they fly away in retreat.

"Um guys They're trying to leave the city." Peter points to the retreating drones.

"We can't let 'em, not even one. Rhodey!" Tony called.

"I'm on it. Oh, no, I didn't say you could leave." Rhody says as he starts shooting the fleeing drones. "War Machine, comin' at you." Vision then flies in and helps to destroy the robots. "Okay, what?" Rhody says confused at vision's appearance.

Peter heads back to others who are still in the church.

"We gotta move out. Even I can tell the air is getting thin. You guys get to the boats, I'll sweep for stragglers, I'll be right behind you." Steve says. As Nat and clint head for a lifeboat.

"I'll help you look." Peter said.

"Thanks kid but are you sure? I mean it's getting harder and harder to breathe the higher we go up…" Steve asks as peter cuts him off.

"Steve, I'm coming with you no matter what."

"Ok you take one end I'll take the other." Steve said to which peter nodded his head but before he can leave, he asks, "wait what about the core?"

"I'll protect it. It's my job." Wanda said as she looks at peter.

"Wanda are you sure I could stay and help you." Peter suggested.

"It's fine peter." wanda says caressing his cheek. "You go search if there is anyone left, I'll be fine."

"Ok. be careful." Peter says as he walks away to search for any stragglers.

Pietro comes running to where wanda is.

"Get the people on the boats." Wanda said.

"I'm not going to leave you here." Pietro says to his sister.

"I can handle this." she blasts off an approaching robot. "Come back for me when everyone else is off, not before."

"Hmm." Pietro grunts in annoyance.

"You understand." Wanda says sternly to which Pietro turns around.

"You know, I'm twelve minutes older than you, you can't be bossing me around." Pietro says with a smile.

"*chuckle* go." Wanda says and Pietro runs away to help with the evacuation.

"Boss, power levels are way below opt..."

"Re-route everything. We get one shot at this." Tony said.

Barton and Natasha are making their way to the lifeboats in a car.

"I know what I need to do." He says to Nat who looks at him in confusion. "The dining room! If I knock out that east wall, it'll make a nice workspace for Laura, huh? Put up some baffling, she can't hear the kids running around, what do you think?"

"You guys always eat in the kitchen anyway." Nat stated.

"No one eats in a dining room." they reach the lifeboats and they hear the hulk. "We don't have a lot of time." Clint said.

"So get your ass on a boat, I'll be there in a second, just need to get one more person." Natasha says as she runs off to find a hulk.

Natasha finds the Hulk. "Hey, big guy. Sun's getting real low."

"Everything is clear in my area, going to a lifeboat now."

"Good work peter." Steve said.

After a few minutes he gets to a lifeboat, he hears a women calling for her son.

"Costel? We were in the market. Costel?!"

Peter sees a boy hiding in a ditch and jogs over to him.

"Thor, I'm gonna need you back in the church." Tony said.

"Is this the last of them?" Thor asked steve.

"Yeah. Everyone else is on the carrier." Steve answered.

"You know, if this works, we maybe don't walk away." Tony said.

"Maybe not." Thor replies.

Back with Nat and banner. As Natasha tries to calm Hulk down to get him back to being Banner Ultron flies in with the quinjet and starts shooting at them and the hulk roars in Fury.

"I got no strings, so I have fun. I'm not tied up to anyone." Ultron sings.

The bullets knock Thor and Steve back. Peter picks up the boy and as he is taking him back to the lifeboat when he sees the bullets heading toward him. Pietro also sees the bullets head toward peter and makes a split-second decision. Peter turns around to use his body as a shield to protect the boy ready to sacrifice himself when he feels a fast breeze go past him. He thinks that he has died but he opens his eyes to see he is still on the floating city, he looks to see Pietro covered with bullet holes.

"Pie- Pietro?"

"Bet you didn't see that coming." He says as he falls down to the ground.

"PIETRO!" Peter yells.

Meanwhile back at the church at the same time wanda felt the twin connection with Pietro separated and she immediately knew what happened. sensing his death, she screams in despair causing her to fall on her knees and releases a wave of energy that destroys all the robots around her.

"GUYS!" Peter screams at which Steve and Thor run over to Peter.

"Here take the kid." Peter hands the kid to Steve who brings him the lifeboat.

"Parker let me try something." Thor says as he flips Pietro and uses his hammer on his chest like a defibrillator which is able to bring Pietro back to life for just a second.

"Peter?" Pietro gasps.

"Pietro come one we are going to get you some help."

"No peter." Pietro takes a breath. "My time has come."

"No No No you can't die you're all Wanda has left." Peter says with tears coming down his face.

"She has you peter." Pietro says with fading breath. "I've seen the way you look at her." Pietro takes another fading breath. "She is happy and feels safe around you *cough* take care of her and tell my sister that, I love her." with that Pietro takes his last breath and dies but he dies knowing that Wanda will be in safe hands with peter. Peter screams but no sound comes out as with waterfalls coming down his eyes.

Meanwhile the hulk who has Natasha in his hands drops her off onto the Helicarrier and then jumps onto the jet Ultron is on.

"Oh, for God's sake!" Ultron says as the hulk throws him out of the jet into a train.

Peter than lies Pietro on the floor next to a row of seats and he lays on top of them tear's still in his eyes.

"I'm sorry Pietro." Peter sobs in a whisper. "I'm sorry Wanda." he sobs in another whisper.

Wanda finds Ultron in the train and confronts him.

"Wanda. If you stay here, you'll die."

"I just did. Do you know how it felt?" she uses her power to rip Ultron's core out of his body. "It felt like that." she said killing Ultron and getting revenge for her brother.

A drone that is barely alive turns the key in the church as soon as Thor gets there. "NOOO!" he yelled but it's too late the drone turns the key and the city starts falling.

Steve, who was still standing on the city grounds jumps in time onto the lifeboat before its drops.

Stark fires a powerful unibeam to the core underneath the floating city.

"Thor, on my mark." Thor summons lighting in preparation for Tony to give him the word to strike.

Peter who sensed the city about to drop relizes Wanda is still there. He quickly jumps out of the lifeboat and uses his wings and lets his spider senses guide him to Wanda. When he makes it to where Wanda is he grabs her bridal style.

"Peter?"

"HANG ON." Peter says as he plants his feet ready to jump.

"Peter." Wanda said not knowing what was about to happen.

"JUST HOLD ON." To which Wanda does and he puts all of his strength in his legs to jump as high as he can.

"NOW!" Tony yelled to Thor, who struck his hammer on the core destroying it and the city.

Peter who can't glide while holding Wanda deploys his parachute and they both start falling slowly. But peter spider senses go off and he sees a big chunk of debris heading towards them but Wanda uses her power to make a barrier protecting him and her. Wanda is using all her remaining strength to hold the forcefield around them from incoming debris and after all the debris passes them Wanda passes out in peter arms from exhaustion. After a minute she reopens her eyes to see peter looking at her as they still parachute down towards the ground.

They just look into each other's eyes until Tony comes up on the communications.

"Hey guys, you two need a lift." Tony says as he flies next to them.

"Am I glad to see you mr stark."

"Glad to see you two ok." Tony says as he grabs the end of the parachute and takes them to the Helicarrier and Wanda passes out in peter arms again. The last thing she saw before she blacked out was peter sweet smile looking at her.

Meanwhile the Hulk is still on the quinjet when Natasha comes on the mini screen.

"Hey, big guy. We did it, the job's finished. Now I need you to turn this bird around, okay? We can't track you in stealth mode, so help me out. I need you t—" Hulk turns off Natasha's camera, then sits on the ground as the jet flying off to an unknown destination. Nat then starts to tear up as she knows why Bruce did what he did.

Vision flies to the ground and finds the last Ultron bot.

"You're afraid." vision said.

"Of you?"

"Of death. You're the last one."

"You were supposed to be the last. Stark asked for a savior, and settled for a slave."

"I suppose we're both disappointments."

"*chuckle* I suppose we are. Ultron said.

"Humans are odd. They think order and chaos are somehow opposites and try to control what won't be. But there is grace in their failings. I think you missed that."

"They're doomed." Ultron said.

"Yes. But a thing isn't beautiful because it lasts. It's a privilege to be among them."

"You're unbearably naive."

"Well, I was born yesterday." Vision said. As Ultron goes to attack him Vision, he uses the infinity stone to destroy him.

Back at the avengers compound in upstate new York Wanda wakes up.

"Mmmmmmm"

"You're awake." Peter said.

"How long have I been out for?" Wanda asked.

"12 hours." Peter answered.

"Peter? Where am I."

"You're at the avenger's compound in New York. They have already started on your room that is if you want to stay here."

"Well, I've got no other place to go so yes." Wanda says as Peter smiles at her.

"Thank you for saving me." Wanda says as she gets the feeling in her stomach again.

"It's my fault I should have saved someone else." Peter said sadly.

"Peter."

"Wanda, it's my fault you lost your brother. If it wasn't for me freezing up he would still be alive." He said looking at wanda with tears in his eyes. Wanda knowing that was not the entire truth looks into peter's head to see what really happened.

"Peter you were willing to sacrifice yourself to save the kid, but my brother was willing to sacrifice himself to save you and the kid."

"Did you read my mind?" Peter asked which wanda nodded her head guilty.

"Well Thor was able to bring him back to life for a minute and he wanted me to tell you that he loves you."

Wanda starts to tear up and hugs peter to which peter hugs her back.

"I'm sorry Wanda."

"Don't blame yourself for something you did not do." Wanda says while staring into peter's eyes and peter stares at hers. The two start inching closer to each other and kiss. Peter just melted away as and the two kiss for a few seconds when they heard a knock on the door and they stop.

"Hey Pete." Tony calls from the other side.

"Yeah?" Peter says annoyed that Tony interrupted them. Wanda starts giggling at peter expression.

"Thor is about to leave." Tony said.

"Ok I'll be out in a sec." he says while looking at Wanda who is still giggling. he smiles at her and opens the door to see Tony.

"Oh, Wanda your awake."

"Hello Tony." She greeted.

"Did I interrupt something?" Tony asked.

"Yes, you di—"

"No, you weren't." Wanda says cutting peter off and peter looked back at her with a mean face which made Wanda laugh.

"Well Cap wants you to wait in the main area." Tony said to Wanda.

"Ok." Wanda says while getting up and peter still having a frown on his face. when she is next to him, she kisses him on the lips and walks away.

"Good going Romeo." Stark whispers in his ear and walks away.

Peter looks at Wanda walking away. "Man I love her and I think she likes me too." Peter says with a smile and follows tony.

In the hallway Tony Steve Peter and Thor are talking about how Vision can lift Mjolnir, but they can't.

"The rules have changed." Steve said.

"We're dealing with something new." Tony said.

"Well, the Vision's artificial intelligence." Steve said.

"A machine." Tony said.

"So, it doesn't count." Steve said.

"No. It's not like a person lifting the hammer." Tony said.

"Right. Different rules for us." Steve said.

"Nice guy, but artificial." Tony said.

"Thank you." Steve said.

"If he can wield the hammer, he can keep the Mind Stone. It's safe with Vision and these days, safe is in short supply." Thor said.

"But what if you put it in an elevator." Peter said.

"It would still go up." Tony said.

"Elevator's not worthy." Steve said.

"I'm going to miss these little talks of ours." Thor said.

"Well, not if you don't leave." Peter said.

"I have no choice. The Mind Stone is the fourth of the Infinity Stones to show up in the last few years. That's not a coincidence." Thor says as the four exit outside. "Someone has been playing an intricate game and has made pawns of us. But once all these pieces are in position..."

"Triple Yahtzee?" Tony said.

"You think you can find out what's coming?" Peter asked.

"beside this one, there's nothing that can't be explained." Thor said referring to Tony. "Gentleman, until next time." Thor says as he returns to Asgard, and the Bifrost burns a sigil in the grass he was standing on.

"That man has no regard for lawn maintenance." Tony said as the three went back inside.

"So, what do we do now?" Peter asked.

"Well we're not the '27 Yankees." Steve said.

"We've got some good hitters." Tony said.

"They're good. They're not a team." Steve said.

"They're going to need a coach to train them." Peter said.

"Well, let's train them." Steve said as the three enter the main room where Rhodey in his War Machine suit, Vision, Sam in his Falcon suit, and Wanda in a new outfit await them.

"Avenger's… Let's get to work." Steve said.