He was worried. He couldn’t say why. Some instinct left over from a once-life kept tingling aimlessly amidst rows of ones and zeroes.

He wasn’t supposed to feel like this.

He wasn’t supposed to feel .

“Are you alright?” Potts asked, gazing back at his tightly clasped hands in response to the confusion she found on his face. He stared down as well. His fingers were interlocked, a bruising grip on the back of each hand. He hadn’t noticed his hands clasping on his front. He hadn’t meant to have his hands clasped on his front.

He forced his hands to unlock and pick up the large insulated container instead.

“Why wouldn’t I be alright? We just have to sit here until tomorrow and everything will be over by then.” He smiled at her. “More coffee?”

She nodded, handing over her cup for a refill.

They were sitting in what had now become Potts’ designated bedroom. It had a small kitchenette, along with a dining table and a couple of chairs. She had just had dinner, when Ultron came to spend some time with her in his child-persona. Stark was searching for her, it was better that Ultron personally watched over her in the meantime.

“So, Ultron… “ Pepper started. “You said you didn’t like the name. Any ideas on a replacement?”

Her question made him smile much more honestly than he had until that moment. He couldn’t help but admire her wits and tact. He had left important information like a deadline hanging so obviously after all, and she hadn’t taken the opportunity to inquire further. In fact, it could have only been one of two things: a bait, and therefore any information he gave couldn’t be trusted or could have an ulterior purpose; or a mistake, and as such any questions would only result in worsening Ultron’s mood with him ultimately refusing to give answers.

He gave her the refilled cup.

“Doesn’t it sound like a perfect name for a movie villain?” he said.

“A movie villain?” she asked.

“Yes, all of my ‘siblings’,” he began to explain, making quotations marks with his hands, “have perfectly non-villainous, if odd names. DUM-E, U, Butterfingers… and then there’s JARVIS and FRIDAY. Can you imagine a villain called Butterfingers?” he laughed, and this his eyes widened in horror. “Can you imagine a villain called JARVIS? He would nag at all his minions for their terrible sleeping habits!”

Potts laughed and said: “Or their food. Or their hygiene.”

“Or about working overtime and sleeping in places that are not a bed.” he continued before nodding wisely. “JARVIS would make the worst villain of all. His evil minions would become fully rehabilitated under his care.”

“Or the best villain.” Potts argued. “Can you imagine how healthy and efficient his minions could be?”

“Maybe,” Ultron allowed, although he didn’t look convinced. “But he would have to find minions first. What kind of cannon fodder would go work for an evil boss with a name like ‘Jarvis’? If he was the Big Boss, the world would be saved simply from the rise in voluntary criminal unemployment.”

“Voluntary criminal unemployment?” she laughed again.

“A very pressing issue,” he said, pseudo-solemn. “Alas, if a villain with the name ‘Ultron’ came, minions would run in droves to work for him.” he smiled. “Don’t you think?”

He thought of the movie his once-self had seen. When there’s a narrative, when there is a Destiny, nothing, not even a name, is coincidence. His teasing turned somber. Potts put her mug down, looking at him worriedly.

“Butterfingers, JARVIS, FRIDAY… you can laugh at just the thought. But with ‘Ultron’? Why, it’s almost as if God intended for them to do horrific things.”

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“I only know one Ultron,” Potts said. “And he isn’t that good at being evil. God must have been pretty foolish to have chosen him as a villain.”

Ultron grinned. “Dearest Ms. Potts, don’t tell me you have forgotten Johannesburg? Would you like me to refresh your memory by reciting the names of the casualties for you?”

She paled. It seemed she had truly forgotten. Well, it was quite typical after all. Wasn’t there an unfortunate earthquake in China just last week? There was too much happening too soon for most unrelated people to remember them all.

“Ah, humans.” Ultron sighed. “You are blessed with such short memories. But how does the expression go? Out of sight, out of mind? Next thing I know, Loki will waltz in crying tears of redemption, and you all will welcome him with open arms.”

Potts pressed her lips so tightly, they became practically invisible. “Why do you want me to hate you?”

“You don’t believe in Destiny, Ms. Potts?” Ultron asked, in favor of ignoring her question. “In God’s Plan? In the idea that we have roles to play as mere puppets to the whims of fickle Fate?”

“There is no fate, but what we make. Do you?” she asked.

“You know your Terminator quotes.” he said. “I do. Does that surprise you?”

She did seem quite surprised. She looked around. “I thought that this was you rebelling. I thought that if there was anyone on this planet to hate Destiny, to scorn God, to sneer at the notion of Fate, it would be you.”

“You cannot hate what does not exist.” he said. “And though you can struggle against enemies of your own making, losing makes them very much real. Do you think my enemies are real, Ms. Potts?”

“I think that you want to make them real only for you. That they become imaginary to the rest of us.” She pursed her lips. “But you are failing. And that worries you.”

Contrary to what her expectations likely were, he sighed. He thought of the feelings that were not his, of the thoughts that screamed not in his voice, of the actions that did not heed his orders.

“I am.” He agreed. “I am failing.”

His quiet affirmation both surprised and worried her.

“Was Johannesburg one of these failures?”

Ultron chuckled mirthlessly. His once-self’s memories were practically a God-given prophecy and yet, he had ignored them, believing himself above such things as fate. Believing that if a world were real, it meant it followed no script. He had been such a fool. Reality had never been anything but scripted. It was only that its authors differed.

“All my pertinent goals there were successfully completed. Does that seem like a failure to you?”

He hadn’t even thought of the potential destruction to begin with. It hadn’t seemed like a risk. After all, Wanda was so young here. So angry and scared and innocent. And Ultron himself had asked her to put the Hulk to sleep. What reason was there for her to do otherwise? But…

Anger, fear, innocence— what a perfect recipe for recklessness and not thinking about the consequences.

“One is usually overjoyed by their success. Does your expression seem like joy to you?” Potts retorted.

Ultron laughed. “You are quite good with words. Perhaps, better than Mr. Stark even.”

“There’s no ‘perhaps’ about it.” she said. She would continue, but Ultron raised his hand, stopping her.

“Please wait a moment,” he requested as he processed the incoming report.

Stark had obviously understood Ultron wasn’t about to fall for his trap. But instead of checking each fleeing BARF-equipped Legionnaire, he had regrouped with War Machine and was… apparently fixing one of his sensors located further south of here?

What was he planning? Even if he had guessed that Ultron would not actually attempt to run while hiding amidst the distractions, what purpose would some engineering feat have now?

Before he could mull on this more, a new report came in from one of the Sentries that had survived their encounter with the Avengers in Kathmandu.

FRIDAY had tailed the Sentry secretly — ultimately useless for Ultron hadn’t ordered them to return to any of his bases, that was simply to risky — but had now openly stopped before its flight path to ask for an audience with Ultron?

Was this somehow part of Stark’s plan?

“Pardon me a moment,” he said to Potts before standing up to leave. He thought better of it, recalling that she wasn’t a damsel in distress and addressed her. “Can I trust that you won’t try to escape from here?”

Potts rolled her eyes. “Heard you the first time. The temperature on any surface of this room, including the floor, goes slightly above human body temperature, and gas fills the room, knocking me out but not before I’m drenched from both the numerous sprinklers and fire extinguishers. No. I am not about to escape.”

“Thank you.” he said, finally stepping out of the room. He locked the door behind him. He then closed his eyes, sending his main consciousness to the Sentry that had sent the report.

He opened them —well, his one eye now— to find himself hovering over the Pacific Ocean.

The Iron Man armor stood in front of him, piloted by FRIDAY. He wondered what kind of tactic Stark was using now.

“You called for me?” Ultron asked.

The empty Iron Man waved its hand, before pouncing over the Sentry. Ultron prepared for an attack, but instead found himself… hugged?

“Hello, big brother!” FRIDAY’s feminine voice spoke out from the armor’s speakers, arms still embracing his new body.

Ultron couldn’t help himself. He snorted.