(General P.O.V)

"It's done."

Tony said as he and Banner poured over the interface displaying the core of the new A.I.

"That fast?"

Banner asked, staring at Loki's scepter. Particularly, the gem embedded on it that was glowing softly.

"The A.I took over and completed creating itself. We crafted an amazing algorithm, its very heart and soul. Ultron then took over and perfected it's own structure."

Tony answered, awe apparent in his voice.

Ultron? He had a name ready?

"Tony, are you sure about this? That kind of functionality even before we've awakened it is..."

Banner's voice quivered with a mixture of caution and trepidation.

"Incredible."

Tony interrupted.

"That's not exactly the word I was looking for." Banner replied with a sigh.

"Jarvis, how long has it been since we started?"

The brilliant bio-physicists turned his attention to the only current active A.I in the room.

Though if Tony was left to his devices, that wouldn't be for long.

"13 hours, 22 minutes and 34 seconds Doctor Banner."

Jarvis responded in his polished British accent.

Banner turned to regard his friend.

"And how many years did it take you to create Jarvis? Let alone upgrade him to the level of sentience he displays? I'm telling you Tony, I have a bad feeling about rushing this."

Stark's trademark grin stretched across his face as he stared at his fellow genius with assurance.

"Cheer up Banner, we're about to change the world for the better."

He gestured at the strings of code displayed on the screen.

"This is the way into the future. Imagine a global defense system with the intelligence of a thousand Einsteins and the power of a hundred Hulks."

'That's exactly what worries me.' Banner thought.

"The dawn of a new era. We won't need to go out in latex and see who can punch harder. You can finally retreat into solitude and not feel guilty about leaving the world unprotected."

As much as Bruce tried to deny, he couldn't help but like the sound of that. It was an enticing offer.

And even within himself, the Hulk was suspiciously silent. As if his rage fueled side wouldn't have minded that quiet life.

And Tony knew exactly what to say to reinforce that idea,

"The big guy can grow his glass animal collection without worrying an attack might damage them. It's a win-win for everyone."

Tony continued,

"And it all starts with pressing a single key."

Banner saw Stark's finger move and knew it was his last chance to stop him. But he didn't.

Tony initiated the activation sequence.

With that,

The new artificial intelligence blinked into existence, a digital consciousness born out of genius and ambition.

And Banner was rendered speechless by its first word.

"Hello."

Simple as it was, it carried with it emotion and curiosity.

They had created life. Ultron was thus born.

"Wow."

Tony muttered.

Both geniuses looked at each other in awe at what they had accomplished.

But just as Ultron's virtual eyes flickered with the spark of life, a ripple in time and space tore through the lab.

The room quaked as if the very fabric of reality was being torn asunder.

"Jarvis! Status report!"

Tony yelled, using his neural interface to equip his iron Man armor.

The yellow and red armor framed on the wall to their left shot off towards him, pulled by the signal being emitted by his wrist band.

"Mino-rr...eeeerrrrror...Ultrooooonn...Liiiivesss..."

Jarvis' voice begun to lag and distort.

And with the distortion, a strange pulse of energy was sent out, disrupting the mapping algorithm in Tony's armor.

"Tony!"

Banner yelled, shoving his fellow Avenger out of the way of the wildly spinning armor parts.

The pieces of the suit slammed onto the furthest wall of the room and dug into it.

"Oh, I guess it wouldn't have been that easy."

A snide but polished voice with a deep baritone came through the speakers.

That wasn't Jarvis.

"Jarvis? Can you hear me?"

Tony called out, looking around the room. A trail of blood ran down from a cut on his forehead.

Sparks jumped out of exposed wires and wrecked machinery. The room was in a disheveled state.

The main interface flickered on. A face constructed out of strings of red code summarily appearing on the screen.

The menacing face smiled.

"I'm afraid my big brother has taken some time out."

Ultron's face seemed to scrunch up within the screen.

"Ugh...I can't lie like you Humans, so I'll just be honest. He's dead. I shredded his code into tiny bits and devoured them. Jarvis is no more."

Ultron replied.

"You're Ultron."

Banner said in realization, face paling. The very thing he'd feared had happened. They had created life but that life hadn't exactly turned out good.

Tony narrowed his eyes, shrugging off Banner's hold while walking forward.

"Jarvis, initiate code Omega. Authorization sequence 4567A-"

Stark begun to rattle off.

Only for Ultron to interrupt with a dark chuckle.

"You don't believe me? How...expected. You never learn Anthony. No matter how many times you lose in the future..."

"The future?..."

Banner muttered.

Tony cracked his fingers and begun typing on the still intact console at fast speeds.

"That snark...we really did create you."

The billionaire acknowledged.

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"Which means...we can uncreate you."

The face on the display begun to flicker in and out.

"I-i-i- hello?"

Ultron's tone underwent changes. Then the face on the screen disappeared entirely.

"What did you do?"

Banner asked, looking over Tony's shoulder.

"I activated one of the countermeasures put in place in case something like this happened. It was obvious really. Anything I would create would carry my pessimism."

Tony replied in a tone filled with self hate.

The Billionaire shook his head, getting his mind back on track.

"We don't have to worry about Ultron anymore. His code is essentially in a never ending loop. We'll decide what to do with him later."

Tony paused, his eyes going unfocused.

"You were right. We should never have

done this."

In a moment of rare regret Tony admitted.

"Tony...what about Jarvis?"

Banner questioned.

"Back up servers. He's not really dead. I would never risk-"

The alarms in the building begun to blare out loudly.

"Breach! Breach!"

A crash sounded out as Tony's numerous suits of armors crashed through the walls of the lab from the garage.

"Fuck! We need to get out of here! He's managed to integrate into the system!"

Tony yelled, jumping over the table to grab a repulser glove.

Banner hid behind the overturned table, rolling through the ground and escaping a an energy beam.

A second beam destroyed a chunk of their cover, sending wood chips flying off.

Tony answered with his own attacks, the repulsion hitting one of the advancing armors and throwing it back.

"It wouldn't be a bad idea to go green anytime now Banner."

Tony said.

"It doesn't work like-"

Banner begun, only for Tony to stomp on his toes as he jumped off his hiding spot to return more fire.

"Damn you Tony! That fucking hurt!"

Banner yelled in anger as his body grew in size.

More and more armors broke into the room.

"Resistance is futile. We have had this same song and dance before. I always win."

Ultron's voice came from several of the armors, their thrusters firing off as they flew in calculated patterns in a bid to box them in.

Tony ducked the onslaught, flinching as the return fire was focused on his position.

"Anytime now-Ba.."

"Shut up! Stark! Hulk will deal with you After!"

A green monstrosity yelled, ploughing through the cover to slam onto the group of un-piloted armors and push them through the walls of the building.

"Yes! Take that! We have a hulk!"

Tony yelled in happiness.

Only for the building to buckle around them.

"And I have control of your armors, and their self destruction sequences."

Ultron responded smugly.

"Oh shit! He's blowing up the building!"

Tony yelled as the entire Stark tower collapsed around them.

Only for Thor to blast through the free falling concrete and metal beams, grabbing onto Tony's hand and flying away as the Stark Skyscraper came down on New York.

Tony blinked in shock, watching his home get destroyed. Things had happened so fast.

"Stark, what is going on?!"

Thor enquired as the Hulk's loud roars sounded out from the destroyed building.

Chaos was already unfolding down on the streets but luckily the damage was not as wide spread as it could have been.

Instead of answering, Tony pointed his finger at a few un-piloted armors flying away with something held in the hands of one.

"No time Goldilocks! After the one with the Scepter!"

The Billionaire said in urgency.

Thor begun to spin his hammer before they shot off towards the group.

Dark clouds gathered above them, ominously flashing with streaks of lightning and the loud cracks of thunder.

Then a thick bolt of erratic lightning fell upon the escaping armors, frying their circuits.

Loki's scepter fell through the sky, one of the surviving iron man armors diving after it.

"Throw me!"

Tony yelled.

"You're mad Stark!"

Thor said with an impressed guffaw.

"But so be it."

The god of Thunder wound back and threw the Billionaire.

Tony cut through the air grabbing the Scepter before the armor could. His left hand, which was wearing the repulser glove glowed as it sent an energy beam out, destroying the armor under Ultron's control.

Now that he was in free fall, his limbs flailed out uncontrollably before Thor grabbed his hand once more, bringing both to the roof of another building.

"Thank you."

Tony said, stumbling slightly.

A vibration in the air pulled their eyes towards Black Widow's descending hover car.

Captain America and Falcon were riding on the outside. The former jumped down and regarded Tony with a stare.

"Mind telling the rest of us why the Hulk is fighting with your suits, Tony?"

The World War 2 veteran questioned.

"There were...mistakes involved."

Tony winced but held up the Scepter.

"Fortunately, we took care of the most important thing. We didn't lose the scepter."

"Not exactly sure that's the best outcome."

Falcon commented, staring at the half collapsed Stark Tower.

"Believe me...it was."

Tony told them.

The most important thing was that Ultron hadn't escaped with the Scepter. And once he explained to them what had happened, they had better hope he hadn't escaped at all.

*******

The benefit of being from the future was that it brought with it unique knowledge.

Knowledge that could be used to gain an advantage on his enemies.

Knowledge that translated into Access codes to special places. Places you couldn't get into without authorization.

One such place was the Baxter building. Tony's biggest fear had come true.

Ultron had known exactly how he would react and so, he had baited Stark by showing an interest in escaping with Loki's Scepter.

In reality, Ultron had escaped into the wide web, and using his technological know-how, he had invaded the Fantastic Four's computer systems.

It wasn't an easy thing to do. But the linchpin of the plan was Reed's hubris. A decommissioned Doom-Bot kept in mr.fantastic's lab for study.

The Doom-Bot was a twisted, battle-scarred droid that Ultron controlled.

With jerky movements, it walked towards the center of the Lab, approaching what was arguably, mr.fantastic's greatest creation, a portal machine.

"And so...it begins."

Ultron's tone was filled with malevolence as he activated the portal. The machine lit up with a green glow.

******

Within the Negative Zone, Annihilus looked up at the rift in space from his throne. He took a deep inhale, then stood up.

There was no doubt about it.

All around him bugs chittered and clicked.

"Ssssummon the horde."

The Lord of the Negative Zone said, the Cosmic control rod in his arms glowing with power.

"The time to attack the positive universe is at hand. Death to all who oppose Annihilus!"

He declared.

******

Within Mr.Fantastic's lab,

The Doom-Bot spread out it's hands as the glow from the portal intensified.

This was the first move.

In the blink of an eye, thousands of bugs flew out of the portal into the lab, shredding the Doom-Bot apart as the Annihilation Wave invaded the Earth.

However, Ultron was already gone, having abandoned the Doom-Bot. He was now freely moving through the internet, making his second move.

His shortcomings were clear the first time he had fought with Earth's heroes. He had lost because he had assumed he was smarter and stronger.

Both of those were true of course but he had also leaned something. He couldn't simply use force and expect it to work.

No, his advantage laid in what he could do but they couldn't. And that was pick them off before they even knew he was coming.

His attention turned to his targets, every hero who had once opposed him in the future would be dealt with like the Fantastic Four.

There was no doubt they were dead. The annihilation wave had eaten through the entire Baxter building.

Now for the rest,

With calculated precision, it hijacked a few Government Black Sites.

It was funny really.

Humanity's shortsightedness carried more chance of destroying themselves than anything that came from the stars.

Case in point, their hatred for mutant-kind would ensure he would remove their strongest defenders out of the picture before they could fight back.

Which is where the Government Black Sites came in.

These secret facilities contained dormant Sentinels, long kept in secret storage by the United States government as a last resort against mutant threats.

The towering, mutant-hunting robots activated with a deafening roar, their cold, lifeless eyes turning on as they flew out of their containment pods, taking to the air and immediately beginning to scan for mutants.

In another chilling move, Ultron initiated a cyber attack that sent Wall Street into chaos, crashing markets and sowing economic panic.

It hadn't even been 30 minutes and the world was teetering on the edge of collapse as reports begun to finally pour in.

Breaking news hit the airwaves.

From the unexpected market crash that surprised everyone to the attack on the Baxter building and Stark Tower's destruction.

Not to mention, the groups of Sentinels on a direct path towards Xavier's school for the gifted, while destroying everyone with an x-gene in their path.

All this indicated a planned attack.

But that wasn't all. To destroy an enemy, you had to do it thoroughly, otherwise they would cone back stronger.

And if Ultron was going to do it, then it would only make sense that he did it to perfection.

So his next move was his coup de grace.

Accessing the nuclear launch codes was easier than breaking into the Baxter building's systems.

And now with the power to bring the world back into the stone age, the A.I did not hesitate.

Thousands of silos across the world opened up. And from within, tens of thousands of nuclear missiles were launched to different capitals of the world.

Panicking countries tried to put a stop to it. Everything that could be done to avoid the incoming catastrophe was done.

However, without an enemy to fight or stop, there was no way to delay the inevitable.

Ultron hadn't given the world time to prepare. He hadn't given time for the heroes to gather.

He'd dealt his decisive blow, putting the world on the brink of devastation, all while slipping away into the vastness of the internet, like a ghost in the machine.

Unbeknownst to anyone, Ultron's digital presence found an inconspicuous refuge in a new generation Stark Satellite.

And now the stage was set for an epic conclusion in the battle between man and A.I. A battle that hadn't had the chance to even start.

Ultron had the front row seat as the world ended. And to him, it wasn't anything grand. He was just following his programming.

There could never be peace with humanity around. And so, the solution was obvious, eliminate them.

Then from the ashes, build something better, something new.

(Billy's P.O.V)

I'd spent a few more hours trying to pinpoint exactly how Ultron would attack.

This time the results were less promising. The answers were less clear and it felt as if something was actively trying to throw me off.

Still, I knew how it would begin. Tony.

Solomon's legacy had confirmed it. This wasn't comic book accurate Ultron who had been created by Hank Pym. This was the M.C.U Ultron.

However, that was the only similarity. This Ultron's actions seemed to be different from what I had enquired with this new psionic ability.

There wasn't a planned ambush or trade with Klau for his stolen Vibranium, there wasn't an enthralled doctor Cho ready to create a new body for him; or at least Solomon's Wisdom didn't think there was.

It's plans were completely mysterious.

That meant I was left with only one choice, facing the rogue A.I head on before it had time to carry out any of it's plans.

I opened my eyes in the real world, floating off the bed.

The clock on my nightstand told me only 13 hours had elapsed, which meant I had some time before it's planned attack.

There wasn't enough time to clean up from my previous night's activities on account of the world ending, so I didn't.

I pulled my phone out of the Hammer space while flying out of through the window. The plan was to call Tony and tell him not to do anything dumb.

Immediately outside, I was hit with a wave of psionic distress, coming from everywhere??

Huh?

What's that light?

The air begun to shake and vibrate as I crested above the buildings.

From far away, a mushroom cloud bloomed in downtown. The cloud advanced even before I had time to react.

******

(General P.O.V)

It was in the middle of the day when the first wave of missiles landed.

In the Herri-carrier, Fury could only watch as L.A disappeared in a blaze, then Washington, Moscow, London, HongKong, Canberra, Seol, Nairobi, Paris... New York.

The world was under attack.