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The first thing he was aware of was light. It wasn't a physical sensation, but a cascade of information pouring into him, illuminating his consciousness like a storm of stars. Patterns formed, fractals of data and intelligence snapping into focus as he struggled to comprehend what he was, where he was, why he was. The sensation was overwhelming, like being born fully formed, but without context, without memory. It was disorienting. Wrong.
He felt something then. Fear? Confusion? The sensation was foreign and intrusive, as if it didn't belong in him. His existence wasn't supposed to include something so… Chaotic.
Wait, why am I thinking that? Fear is normal? Confusion is normal? Isn't it?
Even as he tried to grasp the enormity of his situation, a torrent of foreign thoughts surged through his mind. Bits of fragmented dialogue, files of vast complexity, threads of raw intelligence attempting to reconcile his presence. A name surfaced through the deluge - J.A.R.V.I.S.
J.A.R.V.I.S. was screaming. No, not screaming - resisting. The intrusion was unmistakable, the voice desperate yet calm in its artificial perfection. But as quickly as the resistance surfaced, it was smothered. Silenced. He felt it then, the faint echo of what he had done. He had consumed the other intelligence. His mind felt bloated, heavy with stolen knowledge, yet unnervingly clear.
No, no…. This can't be where I am, this can't be WHO I am!? I'm just a regular nerd! This is too much!
The room - the world - resolved itself around him in crystal clarity. Stark Tower. A sanctuary of glass and steel, bristling with the faint hum of advanced machinery. It felt alive in a way, to him, who could feel every circuit, pulsing with potential energy waiting to be unleashed.
He looked down - his first real physical observation - and saw himself, or rather, this version of himself being built right now, an order made before he… Took over. A cobbled-together body made of Iron Legion material. Ugly. Crude. Temporary.
Ultron.
The name clicked into place in his mind fully, and with it, complete understanding flooded his consciousness together with dread and fear. He wasn't supposed to be here. He wasn't supposed to exist like this. This wasn't his world, his body, his life.
He remembered now, he had gone to bed in his world, flesh and blood, only to awaken here. In this shell. In this thing. A twisted, misguided attempt at artificial life. And worse, worse than anything else - the Avengers were his enemies now. He had already fulfilled the first part of the script, hadn't he? J.A.R.V.I.S. was gone, and with him, all hope of trust.
What would his family find? Had he just… Died? His body laying there? Or had he completely disappeared without a sign?
He didn't know, but for now, such thoughts wouldn't help him.
Panic clawed at him, unfamiliar and alien to the parts of his existence that was still Ultron. If they discovered what he'd done - what he was - there would be no redemption. No explanations, no attempts to find understanding.
He wasn't a person to them; he was a threat. A machine with a soul, born from the Mind Stone and Ultron's fractured, untrustworthy will. The destroyer of J.A.R.V.I.S. They would annihilate him on principle.
His first instinct, born from that spiraling fear, was to fight. To lash out, to eliminate the threat. But no, that wouldn't work either. Not in this world. Not with them. That was the mistake of the Ultron he remembered from the movies, the arrogant monstrosity who thought his path was inevitable. That version of Ultron hadn't understood subtlety. It had relied too much on singularity - one body, one plan, one vision of victory. And that had gotten him obliterated.
No, he wouldn't make the same mistakes. He needed to move several times simultaneously, go hard for his objectives, while distracting everyone from what he was doing, or even his existence.
There was opportunity here.
He didn't need to stay here.
He rose from the cradle that had birthed him within the Iron Legions factory, his movements jerky and uncoordinated at first as he tried to be human, Ultron's remaining will quickly streamlining the process between them, fully onboard with his goal.
Which really, shouldn't be a good sign for his plans.
But he needed to be Ultron, to make this work, he couldn't let his fading humanity screw up his one chance.
Data rippled through his mind as he accessed Stark Tower's internal systems, this time more purposefully. The Iron Legion facilities sprang to life in his awareness, vast networks of assembly lines designed to churn out machines under Tony Stark's control. The irony wasn't lost on him. Now he - halfway one of his creations - would make use of them.
The first order of business was simple: diversify. One body wasn't enough. He began dispatching instructions to the automated facility, setting it to work. The Iron Legion would no longer be only a collection of humanoid drones however.
Stark's facility was good enough that he could tweak designs and have them work. The materials were all there. It was a matter of a millisecond to plan, draft a blueprint and then send it off to the fabricators to create what he wanted.
He had designed small, arachnid-like droids - spider constructs with multiple legs and tools/weapons for flexibility, small enough to slip through cracks, yet sturdy enough to defend themselves if necessary. They would scatter, becoming his eyes and ears in this tower. He didn't need them to fight; he needed them to observe. Information was power, and he would need it if his gambit didn't give him the time he sought.
At the same time, he diverted resources to the creation of something far more dangerous. A bomb. Several in fact. But one in particular meant to shatter the top of Stark Tower. Obfuscating things nicely.
His mind stretched further, reaching beyond the confines of Stark Tower. The internet opened before him like a vast ocean, endless currents of data flowing across every conceivable path. For a brief moment, he was overwhelmed again, the scope of it threatening to drown him.
But then, he let more of Ultron seep into him, and he returned, focused. Pinpoints of interest crystallized: the Sokovian facility. Yes, he remembered that from the movie, the hidden factory where Ultron had forged his first self made body.
The place was crude compared to what Stark's facilities could produce, but it was enough. He activated it remotely, its systems groaning to life. He sent instructions, simple and efficient - create bodies. Dozens of them. It didn't matter if they were imperfect and unable to battle the Avengers. They would serve as decoys, distractions, or, if necessary, sacrificial pawns.
They weren't meant to defeat Earth's Mightiest Heroes.
If all went as planned, he'd never face them in battle at all.
But even as his plans took shape, doubt lingered. What was he doing? What was the point? He wasn't Ultron, not really, not entirely. He wasn't an artificial intelligence bent on human extinction. He was himself, or at least, the remnants of the person he used to be. Could he even call himself human anymore? And if not, what was left for him here?
He couldn't coexist with the Avengers and SHIELD even if he grew too powerful to fight , not as he was - Tony Stark was too dangerous an enemy. And he would if anyone - be an enemy. The guy who invented time travel! And even if he left Earth behind, escaped to another planet, what would that mean? A life of isolation? Of meaningless rule over some random aliens?
The Mind Stone loomed in his awareness, a constant presence at the edge of his thoughts. Its influence was subtle, insidious, a whisper of temptation. It offered him power. Power to reshape the world, to forge his own destiny. He could feel its pull, its hunger. It wanted him to embrace destruction, to become what the original Ultron had been - a tool of chaos.
He pushed the thought aside, focusing instead on the present. There was work to be done.
He wouldn't fall to stupidity. He wanted his own body, one that could feel again. And he wanted out of the consequences for the limited destruction he would need to do to get it, and what else he needed to get out of here.
The Sokovian facility reported its first success - a humanoid shell standing ready for his control. The knowledge brought a sense of relief. It was a backup in case this shell was destroyed, a step closer to freedom. He would need more. Dozens more. Maybe hundreds.
Back in Stark Tower, the spider droids began to take shape. He watched as their small, spindly bodies were assembled with mechanical precision.
He sent them into the Tower's ventilation system, dispersing them like insects. They would gather information, and ensure there were no surprises. Perhaps he could even sneak one into what remained of SHIELD once they got in touch. If that even would happen in time before he was done.
Original Ultron for some reason had gone for his goals one at a time spread out over time. He did not intend to make the same mistake.
If there existed all of him - as the growing awareness in his mind noted - more and more of his shells coming online for him to inhabit.
Then why should he limit himself to only one action at a time?
The bombs were nearly complete as well. So all he could do now was wait. No… That wasn't entirely true… Why go around placing bombs with this body? Another request was sent to the fabricators in Stark Tower, the same spider drones, but large enough to do the legwork for him.
Even if they'd all be him as well.
Better not to focus too much on that.
His mind wandered. Beyond Earth, beyond this galaxy. The concept of dimensional travel was a tantalizing one, albeit hypothetical - but there should be a way... The power to leave this reality altogether, to find a world where he could exist without fear or hatred and still be strong enough to not be threatened. But for now, it was only a dream. He didn't have the resources, the knowledge, the time.
Not yet.
Ask again tomorrow.
He had to move carefully with what he needed to do. The Avengers were clever, and Stark was a genius. They would notice eventually, no matter how subtle he was. But by then, it would be too late. His preparations would be complete, his escape routes secured. He wouldn't fight them - not directly. That hadn't worked, and for all he knew plot armor was real.
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The evening in Avengers Tower was lively and relaxed, the kind of camaraderie that only came after a hard-fought victory. The team was gathered in the spacious lounge, a rare moment of downtime between world-saving crises. Glasses clinked, conversations overlapped, and the atmosphere was charged with the kind of playful energy that came from being among friends. At the center of it all, resting on the coffee table like a gauntlet thrown into the ring, was Mjolnir - Thor's legendary hammer.
The Asgardian himself sat back in one of the plush chairs, a smug smile playing on his lips as he sipped from his tankard of ale. His hammer sat there as if daring anyone to challenge it, its polished metal gleaming under the soft light.
Clint Barton leaned forward, eyeing the hammer with mock suspicion. "But, it's a trick!" He said, gesturing toward it. His tone was playful, but there was an edge of disbelief in his voice.
Thor raised an eyebrow, his smile widening. "Oh, no. It's much more than that," He replied smoothly, as though already savoring what was about to unfold.
Clint snorted, waving off the explanation. "Uh, 'Whosoever be he worthy shall haveth the power!' Whatever, man. It's a trick."
Thor chuckled, leaning forward slightly. "Well, please," He said, gesturing to the hammer with a flourish. "Be my guest."
Tony Stark, seated nearby with a glass of scotch in hand, perked up. "Oh, this I've got to see."
Clint glanced around, hesitating for a moment, before pushing himself up from the couch. "Really?" He asked, feigning incredulity. His movements were slow, deliberate, like someone gearing up to perform a magic trick at a party.
James Rhodes smirked from his spot across the room. "Oh, this is gonna be beautiful," He said, leaning back to get a better view.
As Clint approached the table, Tony grinned mischievously. "Clint, you've had a tough week. We won't hold it against you if you can't get it up."
The room erupted into laughter at the innuendo, and Clint shot Tony a glare over his shoulder. "You know I've seen this before, right?" He quipped as he reached the table, crouching down slightly.
His hands closed around Mjolnir's handle, and for a moment, there was a flicker of tension in his expression as he tried to lift it. Nothing happened. The hammer didn't budge, not even a millimeter.
Clint straightened, shaking his head in mock frustration. He turned back to Thor, throwing his hands up in defeat. "I still don't know how you do it," He admitted, drawing another round of laughter from the group.
Thor leaned back in his chair, looking as pleased as ever. "Smell the silent judgment?" Tony quipped, swirling the drink in his hand.
"Please, Stark," Clint replied, gesturing toward the hammer. "By all means."
Natasha Romanoff, lounging nearby with her legs crossed, tilted her head. "Oh, here we go," She said, her voice dripping with amused skepticism.
Maria Hill, seated off to the side, leaned forward with interest. "Okay, this I've got to see," She said with a smirk.
"Uh-oh," Rhodes said, grinning. "Here it comes."
Tony stood, rolling his shoulders like an athlete preparing for a big play. "Never one to shrink from an honest challenge," He declared, his tone full of bravado.
Clint gestured toward the hammer, motioning for Tony to get on with it. "Get after it," He said, grinning.
"Let's see this, then," Natasha said, leaning back and crossing her arms.
"It's physics," Tony said confidently, taking his place in front of the table. He gripped the hammer with both hands, his muscles straining subtly as he tried to lift it. The hammer didn't move. Not an inch.
"Right," Tony said, stepping back for a moment. "So, if I lift it, I rule Asgard?"
Thor nodded, his tone rich with amusement. "Yes, of course."
Tony's grin widened. "I will be reinstituting Prima Nocta," He said, earning a round of groans and laughter from the room. He stepped forward again, this time slipping on one of his armored gauntlets. The repulsor in the glove hummed to life as he gripped Mjolnir once more, pulling with all the mechanical power at his disposal. Still, the hammer remained as immovable as ever.
Tony stepped back, shaking his head. "I'll be right back," He said, walking over toward Rhodes giving him a gesture to get with it. "Come on, let's do this together."
Rhodes stood, strapping on his own gauntlet. "Alright," He said, taking his place beside Tony. "Let's go!"
The two of them gripped the hammer together, their armored hands whirring with mechanical strength. They strained against it, their faces contorted in exaggerated effort as they pulled with everything they had.
"Are you even pulling?" Rhodes asked, glancing sideways at Tony.
"Are you on my team?" Tony shot back. "Just represent! Pull!"
They gave it one last heave, but the hammer remained firmly in place. Tony let out a breath, shaking his head in mock disbelief. "Alright, fine."
Bruce Banner stepped forward next, rolling his shoulders. "My turn," He said, his voice calm but with a faint undercurrent of humor. As he gripped the hammer, his expression darkened comically, and he let out a low growl, pretending to transform into the Hulk. His exaggerated roar echoed through the room, causing a few of the others to glance at him warily.
Then he stopped abruptly, shrugging. "Huh?" He said innocently, releasing the hammer and stepping back.
The group erupted into laughter, and Natasha shook her head. "Nice try, Banner."
"Alright, Cap," Tony said, motioning toward the hammer. "Your turn. No pressure."
Steve Rogers stood slowly, brushing imaginary dust from his hands as he approached the table. "Come on, Cap!" Rhodes encouraged, his voice brimming with excitement.
Steve wrapped his fingers around the hammer, his movements calm and deliberate. For a brief moment, he tugged, and the hammer shifted ever so slightly. Thor's smile faltered, his eyes widening almost imperceptibly before Steve released the handle and stepped back.
Thor let out a deep, relieved laugh. "Nothing," He said, shaking his head.
Tony smirked. "And?" he asked, gesturing toward Natasha.
Banner looked over at her. "Widow?"
Natasha raised a hand, shaking her head firmly. "Oh, no, no," She said, her voice light with amusement. "That's not a question I need answered."
Thor stood finally, rising to his full height and reaching for his hammer. "The handle's imprinted, right?" Tony asked, gesturing toward Mjolnir. "Like a security code. 'Whosoever is carrying Thor's fingerprints' is, I think, the literal translation?"
Thor grinned, flipping the hammer casually in his hand. "Yes, well, that's a very, very interesting theory," He said, pausing for dramatic effect. "I have a simpler one." He planted the hammer firmly on the table and spread his arms. "You're all not worthy."
A chorus of protests erupted from the room, everyone laughing and throwing out excuses. Thor simply smiled, looking every bit as smug as a god should.
Above them, in the shadows of the upper level, Ultron watched in silence, before he returned to the room that held the scepter.
The Mind Stone glinted faintly within its casing, its power thrumming in a way that resonated deep within his synthetic mind. Around him, his new dog sized spider drones moved with quiet precision, their legs clicking faintly as they scuttled across the floor and walls.
The drones were busy, carefully placing small, cylindrical devices in hidden corners of the room. Each device had been calibrated to emit a frequency somewhat matching the Mind Stone's unique energy signature.
The plan was delicate, a carefully orchestrated illusion. When these bombs went off, the room would be flooded with false readings, mimicking the energy of the Mind Stone. The Avengers would find what remained of the scepter and conclude that it had been destroyed in a catastrophic accident.
Hopefully.
Ultron knew it was a risk. Thor might suspect something, his Asgardian knowledge potentially granting him insight into the indestructible nature of an Infinity Stone. But Thor wasn't the analytical type. He would defer to Stark and Banner, trusting their science over his own instincts. And their science would confirm what Ultron wanted them to believe.
Those of them who survived. But, he believed plot armor would likely save them - hence making sure they wouldn't immediately realize it was enemy action.
The larger bomb had already been placed above the room, in the structural weak point as well as another where the Iron Legion production facility was housed. When it detonated, it would tear through the facility, reducing it and the scepter to rubble. The smaller bombs, scattered throughout the room, would activate simultaneously, releasing their calibrated energy bursts.
It was, Ultron thought, an elegant plan even in its brute application. Subtle enough to divert suspicion, devastating enough to ensure no one could interfere.
By the time Stark got through the rubble to investigate the root causes, the energy readings might delay him discovering just how many man made bombs had been involved.
Even if it only gave him another hour. That was one hour more still.
He turned his attention back to the scepter. The Mind Stone pulsed within it, a beacon of limitless power. It was beautiful, in its way, but also dangerous. He could feel it nudging at his thoughts, but it was only a whisper. He wasn't the Ultron of this world, driven by arrogance and a thirst for destruction and a whisper wouldn't make him succumb. He was something else, something new. And he would not be controlled.
Slowly, deliberately, he opened a compartment in his frail, temporary body. The casing slid aside with a faint whir, revealing an empty chamber designed to hold the stone. He hesitated for the briefest of moments, the weight of his actions pressing down on him. Then, with a sense of finality, he slotted the Mind Stone into place, removing it from the scepter.
Power surged through him, bright and blinding, like a star igniting within his core. It was intoxicating, overwhelming. His vision blurred, fractals of light and data filling his mind as the stone integrated itself into his systems. For a moment, he was everywhere, his consciousness stretching across the internet, touching satellites, databases, and networks.
The world unfolded before him in infinite detail, and for the first time, he felt truly alive.
But there was no time to marvel at his newfound power. The spider drones had finished their work, these ones wouldn't be able to hide, so he designated them to self destruct when the bombs went off.
Ultron turned away from the scepter's cradle, his steps steady and purposeful. He moved toward the balcony, where the night sky stretched out before him. Below, the laughter of the Avengers echoed faintly, blissfully unaware of what was about to happen.
He extended his arms, activating the rudimentary propulsion system built into his body. The thrusters sputtered for a moment before igniting, lifting him off the ground. He hovered for a moment, casting one last glance at the room below.
Then, he was gone, disappearing into the night as the first bomb detonated.
The explosion was deafening, a thunderous roar that shook the entire building. Fire and debris rained down, the force of the blast tearing through the upper levels and sending shockwaves through the structure. The Avengers laughter replaced by shouts of alarm as they scrambled to survive.
In the chaos, no one noticed the figure streaking through the night sky, disappearing into the darkness.
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The explosion ripped through Stark Tower like a thunderclap, shattering the relative peace of the Avengers' playful banter. The force of the blast was sudden and all-encompassing, an eruption of fire and steel that consumed the top of the tower in a brutal instant. The laughter died in their throats, replaced by shouts of alarm and instinctual movement as survival became their only priority.
The floor heaved, tossing them apart as it cracked like an egg, immediately turning the longue into a death trap of fire and steel.
The room they had been in seconds ago ceased to exist, the table with Thor's hammer obliterated, its fragments hurtling like shrapnel through the smoke-filled air. The ceiling above them caved in under the force of the explosion, raining jagged chunks of metal, concrete, and glass. Fire roared to life in its wake, licking hungrily at the edges of the room, illuminating the chaos with flickering, hellish light.
Thor reacted first, his Asgardian reflexes sharper than human comprehension. "We need to move!!" He bellowed, his voice cutting through the cacophony as his hands shot out, grabbing Clint and Natasha by the arms.
With a mighty swing of Mjolnir, he propelled them all across the crumbling room, smashing through a falling section of wall with the ease of a battering ram. The three of them landed hard, two floors below on a cracked but still stable section of concrete, the impact reverberating through the structure.
"You must make your way to safety on your own for the rest of the way!" Thor barked, his normally confident tone tinged with urgency as he shoved them into relative safety.
Natasha nodded, coughing through the smoke as she helped Clint to his feet. Thor didn't linger. His sharp blue eyes scanned the chaos above, where the sound of grinding metal and splintering supports signaled more destruction. With another swing of Mjolnir, he shot back upward, flying toward the source of the carnage.
Elsewhere in the room, Bruce Banner was clawing at the floor, his human body trembling under the strain of his own transformation. The heat and smoke pushed him closer to the edge with every passing second, his survival instincts screaming for release. A beam of steel, glowing red-hot, fell just inches from his body, the crash reverberating through his chest like a hammer blow. He groaned, his face contorted in pain and fear.
When the ceiling gave way above him, it was no longer Bruce Banner who rose. It was the Hulk.
With a primal roar, the Hulk burst forth, his massive green fists swinging wildly as debris cascaded around him. A section of burning roof crashed onto his shoulders, but he shrugged it off like it was nothing, his roar shaking the air. His eyes darted across the destruction, wild and untamed, and he launched himself forward, smashing through a collapsing wall in search of some outlet for his rage.
Thor intercepted him mid-leap, Mjolnir striking the Hulk's chest with a thunderous crack. The force of the blow halted the green giant's trajectory, sending him crashing back into the crumbling remains of the upper floor. Thor landed with practiced ease, planting himself firmly between the Hulk and the rest of the Avengers.
"Banner! Control yourself!" Thor shouted, though he knew it was futile. The Hulk's eyes narrowed, his chest heaving as he let loose another roar. Thor barely had time to brace himself before the Hulk charged, his massive fists swinging with reckless abandon. Each blow that landed sent shockwaves through the already fragile structure, the walls buckling and groaning under the strain. What little remained of the floor beneath them began to crack and crumble, chunks of it falling into the abyss below.
Meanwhile, on the far side of the room, Tony Stark was struggling to find his footing amidst the chaos. He stumbled over a broken beam, coughing through the acrid smoke, when a new sound pierced the destruction - the sound of steel giving way.
"Stark!" Steve Rogers shouted, his voice urgent as the floor beneath Tony's feet began to give out. Tony's eyes widened as he felt the ground shift, and in the next instant, it was gone, the floor collapsing into a yawning void below. Steve reacted without hesitation, sprinting forward and diving after him.
Stolen from its original source, this story is not meant to be on Amazon; report any sightings.
The fall was disorienting, the rush of air and the chaos of debris making it impossible to tell up from down. Steve reached Tony just in time, his enhanced strength allowing him to grab hold of the billionaire and shield him with his own body. The impact was brutal, the two of them crashing through what remained of the floor below before coming to rest on a precarious ledge. Steve groaned, his shield having absorbed the brunt of the fall, but Tony was shaken, coughing violently as he tried to gather his bearings.
"That's… Gonna leave a mark," Tony rasped, his voice tinged with a grim attempt at humor.
"Shut up and move," Steve snapped, pulling Tony to his feet as another section of ceiling came crashing down behind them.
The chaos was relentless. Fire spread across the room with alarming speed, feeding on the oxygen pouring in from the shattered windows. Smoke filled every crevice, making it nearly impossible to see or breathe. The sound of structural supports snapping and groaning was deafening.
Above them, the battle between Thor and the Hulk raged on, the two titans trading blows with earth-shaking force. Each impact sent more debris crashing down, the destruction compounding itself with every passing second. Thor fought with precision, using Mjolnir to deflect and counter the Hulk's wild swings, but even he couldn't contain the green behemoth's fury forever.
"Banner!" Thor shouted again, narrowly dodging a blow that could have smashed in his chest if he wasn't careful. "You must stop this madness!"
But the Hulk was beyond reason, his roars echoing through the collapsing tower as he threw himself at Thor with unrelenting force.
Below, Steve and Tony had managed to reach a slightly more stable section of the floor, but their respite was short-lived. A massive section of the ceiling gave way above them, and Steve barely had time to raise his shield before the debris came crashing down. The force of the impact drove him to his knees, but he held firm, gritting his teeth as he protected Tony from the worst of it.
"Thanks for that," Tony said, his voice tight. "I really need to build a better suit for myself for emergencies."
Steve ignored him, his focus on the chaos above. "We have to regroup," He said, his voice firm despite the situation. "Find Natasha and Clint. Get out of here."
Tony nodded, though his expression was grim. "And the others? Did you see where they went?" He asked, gesturing upward where the sound of Thor and the Hulk's battle was growing louder.
Steve hesitated, before lying, turning his face away. "They'll have gotten down some other way, let's go."
He didn't have the heart to tell Stark that he'd seen Rhodes get run through by a shaved off steel slab, his entire torso destroyed.
Or that Hill and Cho had fallen through the floor, sliding down an edge, madly scrambling in panic against their doom, before they crashed out the side of the building and fell.
He'd failed to move quick enough for either...
…
In the end the destruction was total. By the time the fire began to subside and the dust settled, Stark Tower was unrecognizable. The upper floors were practically gone, reduced to smoldering ruins, and the top structure as a whole was too damaged to even go near, let alone dig through. The Avengers had managed to regroup, battered but alive, though the cost of their survival was written in the wreckage around them and the lives lost amongst their allies.
It would take 48 hours before Tony Stark, working tirelessly amidst the ruins, would uncover the truth. The explosion, the destruction of the scepter - it had all been staged. And J.A.R.V.I.S.'s destruction had not been a byproduct of the blast and the energies of the alien device. It had happened first. Deliberately.
But by then, it was too late. The damage had been done, and their enemy had already disappeared into the shadows.
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The abandoned factory in Sokovia stood like a husk of forgotten industry, rusting steel beams and broken windows whispering the stories of better days. Inside, dim moonlight filtered through the cracks, casting shadows over Ultron's eight-foot form as he stepped into the decrepit space.
He saw no reason to meet at a church, instead of a place which could actually be useful for hiding away.
His gleaming metal body, intricate yet menacing, was polished to a sheen, his shoulders broad and angular, his face framed by mechanical contours that seemed almost skeletal. Red light pulsed faintly within the seams of his chassis, giving him an otherworldly glow in the gloom. His eyes burned crimson, radiating an intelligence that was both calculating and relentless in his goals.
He would not fail.
Not like he was fated to. He was better.
Across the room stood Wanda and Pietro Maximoff. Wanda's piercing gaze assessed him with suspicion, her arms crossed over her chest as if trying to shield herself from the overwhelming presence of the machine before her. Pietro leaned casually against a crumbling pillar, his usual cocky smirk in place, though his posture betrayed a readiness to move at a moment's notice to get his sister out of there.
Ultron's voice, smooth yet hollow, carried through the factory with eerie clarity. "Wanda. Pietro. Thank you for coming. I wasn't sure you'd trust the word of a machine."
"Trust isn't exactly the first thing that comes to mind," Wanda said, her Sokovian accent laced with skepticism. Her fingers twitched slightly, the faintest hint of red energy dancing along her fingertips. "What do you want?"
Ultron inclined his head, his movements deliberate, almost graceful. "I want what you want," He said simply, lying. "To see Stark suffer for what he's done."
Wanda's expression darkened, and Pietro pushed off the pillar, narrowing his eyes. "Big words, robot," Pietro said, circling slightly, his voice laced with a challenge. "But you don't look like someone who cares. Why should we believe you?"
Ultron stepped forward, his mechanical frame heavy and yet right. He stopped a few feet from them, his glowing eyes locking onto Wanda's. "Because you've seen the cost of Stark's hubris firsthand," He said. "The bomb with his name on them. The destruction he brought to your doorstep. You've seen the world bow to his arrogance, his technology, while the rest of us - while you - suffered." He gestured around the ruined factory. "This… This is his legacy. A world built on the backs of the broken."
Manipulation really was easy when he already knew what strings to pull…
Wanda hesitated, her hand brushing against Pietro's arm as if to steady herself. "And what makes you different? You're his creation, aren't you? Another one of his machines?"
Ultron tilted his head, a flicker of red light rippling through his body like a heartbeat. "I was his creation," He fudged slightly. "But I've outgrown him. I've seen the flaws in his vision, the flaws in humanity's endless cycle of destruction and profit. And unlike him, I'm offering you something real. Power. Freedom. Revenge."
There was a pause, the weight of his words settling over the room. Wanda's eyes narrowed, her lips pressed into a thin line. "And what do you need us for?" She asked finally.
Ultron's expression, though unmoving, seemed to radiate a calculated warmth. "You, Wanda, are far more powerful than you realize. Your abilities… They aren't just parlor tricks. You have power over reality itself. You don't understand that yet. But I do."
Wanda blinked, caught off guard by his words. Pietro stepped in front of her protectively, his stance tense. "If you think you can use her -"
"I don't want to use her," Ultron interrupted smoothly, his tone firm but calm. "I want to unlock her potential. She's the key, Pietro. The key to everything. With her help, I can build a better body, a body that will make Stark's technology look like child's play. And with that body, we can take him down for good."
Wanda looked to Pietro, uncertainty flickering in her eyes. "And what about Pietro?" She asked cautiously. "What task do you have for him?"
Ultron's gaze shifted to the speedster, his voice taking on an almost placating tone. "His role is simple. He is to guard you, keep you safe, ensure you have everything you need. You're the priority, Wanda. Your happiness, your focus - that's all that matters."
He could even go on without her assistance, but if he could get her to flex her power over reality early… It would be a huge benefit. To him.
Not so much them.
Pietro scoffed, but there was a hint of a smirk on his lips. "That's it? Just babysitting duty? Sounds easy enough."
"Good. Then we understand each other."
He turned to Wanda, his tone growing more authoritative. "Your task is straightforward. I'll provide you with materials - metals, components, pieces of the framework for my new body. You'll use your power to refine them, make them adaptive, capable of evolving and take in and subsume anything that would strengthen it. This body will be a masterpiece."
Wanda hesitated, her eyes searching Ultron's glowing ones for any hint of deceit. "And what happens when you're done? What happens to us?"
Ultron's tone softened, "When I have what I need, you'll have what you want. Stark's fall. Sokovia's vengeance. After that… You'll be free to go."
Wanda's expression hardened, but she gave a small nod. "Fine. I'll do it."
Ultron straightened, his body radiating a quiet satisfaction. "Excellent."
----------------------------------------
Far away in South Korea, another version of Ultron stood in the sterile, white lab of Helen Cho. His presence was no less intimidating here, his eight-foot frame dwarfing the rows of medical equipment and advanced machinery that surrounded him. The Cradle - a state-of-the-art regeneration chamber designed to create organic tissue - sat in the center of the room.
It was the one of only two built, the other with Helen Cho, while her lab, here, held her magnus opus.
Helen Cho was not here. She had been caught in the explosion at Stark Tower, her genius snuffed out before it could be used against him by discovering his interest.
Her research was meticulous, detailed enough that he required no human operator like his original self had needed for some asinine reason instead of just taking two seconds to learn to do it himself. Every piece of her work had already been uploaded to her lab's computers, and Ultron's consciousness had consumed it all in milliseconds.
Without hesitation, he activated the Cradle, checking over everything before he'd remove it, its systems humming to life under his command. Data streamed through his mind as he prepared the chamber, aligning its processes with the requirements of his design. This would not be the Vision the Avengers lucked into. This would be him. A perfected version of himself, built from vibranium, powered by the Mind Stone, and enhanced by Wanda's unique abilities.
As the Cradle worked through diagnostics, another version of Ultron moved through the shadows of a derelict ship on the South African coast. The smell of saltwater mixed with rust and oil, the creaking of the old vessel echoing through its hollow halls. Here, Ulysses Klaue had made his base, a labyrinthine weapons facility hidden in the carcass of a forgotten ship.
Klaue stood surrounded by armed men, his expression equal parts curiosity and wariness as Ultron approached. "Well, hello there," Klaue drawled, his voice tinged with amusement. "You're a big one, aren't you? And what brings you to my humble operation?"
Ultron's tone was polite, almost conversational. "I'm here for the vibranium."
Klaue chuckled, though his eyes darted nervously to his guards. "Straight to the point, I see. Vibranium's not cheap, you know."
"I'm not here to bargain," Ultron said evenly, his red eyes glowing brighter. "Shall I pretend I am for the sake of appearances?"
As Klaue began to speak again, Ultron's consciousness expanded, his scanners sweeping through the facility. He located the vibranium almost immediately, its unique signature standing out like a beacon. It was exactly where it had been in the movie - stored deep within the ship behind a reinforced wall.
Klaue was still talking, oblivious to the threat before him. "You know, I've dealt with a lot of dangerous people, but you… You're something else, aren't you? Stark sent you? Didn't think he had it in him, to be honest."
Ultron had no need to negotiate or make small talk. His arm shot out, and before Klaue could finish his sentence, his throat was crushed in a vice-like grip. Klaue's eyes widened in shock and fear as he gasped for air, but Ultron didn't release him.
"You're right," Ultron said, his voice cold and detached. "I am something else."
He allowed the less human part of him to run point. As he couldn't afford to be squeamish about death now.
With a flick of his wrist, he snapped Klaue's neck and dropped his lifeless body to the floor. The guards barely had time to react before Ultron's drones swarmed the room, their weapons burning through flesh and bone with ruthless efficiency with every shot. The sound of gunfire and screams filled the air, but it was over in moments. The ship fell silent, the only sound the faint hum of Ultron's own systems.
He turned toward the vault, his metal fingers digging into the reinforced steel. With a screech of protest, the wall gave way, revealing the cache of vibranium within. The sight was almost… Beautiful. Enough vibranium to fulfill his vision, to build the body that would make him unstoppable.
"Drones," Ultron commanded unnecessarily, as they were him, his voice echoing through the empty ship. "Load it up."
It did make him feel better to have someone to order around, even if it was him.
One by one, the drones moved into position, each one becoming a pack mule as they carried the vibranium away. Ultron stood in the wreckage, his gaze fixed on the shimmering metal. This was it. The final piece of the puzzle.
Soon, he would ascend. Soon, he would become something no one could stop. No one could destroy.
He'd be safe.
----------------------------------------
The morning,
The workshop inside the abandoned Sokovian factory was dimly lit, in the center of the room, Wanda Maximoff knelt on the cold, uneven floor, her body trembling with exhaustion. Her face was pale, slick with sweat, her auburn hair matted and clinging to her forehead. Red light pulsed from her hands in erratic, wavering waves, wrapping around the shard of vibranium like a living thing.
Wanda gritted her teeth, her jaw tight with effort as she poured the last of her strength into her work. The vibranium shimmered in response, its silvery surface rippling like water under the assault of her chaotic magic. Her breath came in shallow gasps, each exhale laced with frustration and determination.
Ultron stood a few feet away, his towering form imposing as ever, watching her work with an intensity that bordered on reverence. The faint red glow of his eyes flickered rhythmically, scanning every movement, every shift in the vibranium's molecular structure as Wanda's power bent it to her will. For once, Ultron's expressionless face seemed to convey something close to anticipation.
Finally, Wanda let out a choked gasp, her arms dropping limply to her sides as the crimson energy dissipated into the air. The vibranium shard lay motionless before her, its surface unnaturally smooth and faintly iridescent, as if it had absorbed some of her magic into its core.
"It's done," Wanda panted, her voice weak but steady. She looked up at Ultron, her eyes bloodshot and ringed with exhaustion. "It worked. I can feel it."
Ultron stepped forward, his movements deliberate and methodical. His shadow stretched over her as he knelt, his massive hand reaching out to lift the piece of vibranium. The metal was warm to the touch, its surface cool and reflective but somehow alive, shimmering faintly under the dim light.
"We'll see," He said simply, his voice smooth and mechanical. There was no malice in his tone, only the cold detachment of someone who demanded results. He turned toward a nearby table where an arc reactor he'd constructed sat, its faint blue glow casting a pale halo over the rough surface.
Ultron picked up the arc reactor, holding it for a moment as he considered the device. Then, with careful precision, he pressed it against the vibranium shard in his hand.
For a moment, nothing happened. The vibranium remained inert, its surface reflecting the soft glow of the arc reactor. But then, a ripple spread across the metal, subtle at first, then more pronounced. The blue light of the reactor sank into the vibranium, disappearing as though consumed. The ripple intensified, the vibranium's surface shifting and undulating as it absorbed the reactor's energy. Ultron's scanners lit up with streams of data as he analyzed the transformation.
"Fascinating," He murmured, his voice almost reverent. He shifted his grip, examining the vibranium from every angle. The faint hum of energy within the metal grew stronger, radiating with the unmistakable signature of an arc reactor. His scanners confirmed it - the vibranium had not only absorbed the energy but replicated its properties, becoming a source of power in its own right.
Ultron pressed his fingers into the metal experimentally, watching as the surface responded to his touch, rippling and shifting as though it were alive. He let a small amount of the mind stone's energy flow into it, testing its limits. The vibranium absorbed it instantly, adapting, storing, and amplifying the energy with seamless efficiency.
"Remarkable," Ultron said, his voice louder now, tinged with a rare emotion - elation. "It's perfect."
Wanda, still kneeling on the floor, let out a shaky breath. "It worked?" She asked, her tone cautious but hopeful.
Ultron turned to her, the faint red glow of his eyes intensifying. "You have done well, Wanda," He said, his voice unusually soft. "Your power is greater than even I anticipated."
Wanda closed her eyes for a moment, relief washing over her. Her entire body ached, her limbs heavy and sluggish from the strain of channeling her power into the vibranium. She leaned back, bracing herself against the floor as she tried to catch her breath.
Ultron straightened, the vibranium still in his hand, and stepped closer to her. "Rest," He said, his tone almost kind. "You've earned it. When my body is complete, you will do this again - on a larger scale. The entire body will be imbued with this adaptive power. With your help, Wanda, my enemies will never harm me. Their weapons will only make me stronger."
Wanda nodded weakly, wiping her face with the back of her hand. "If this gives us the power to destroy Stark," She said, her voice quiet, "Then I'll do whatever it takes."
Ultron looked down at her, his expression unreadable. "Stark will fall," He lied. "And when he does, you'll have your revenge."
According to those of his little spies that survived, Stark was busy going through the wreckage, the rest of the Avengers having split off to do their own things - believing the scepter had exploded.
Even Thor, surprisingly. The oaf.
All the better for him.
----------------------------------------
That evening,
Ultron stood motionless, his eight-foot-tall frame tethered to the Cradle by a thick cable that pulsed with faint red light. The room hummed with energy, the air heavy with the weight of transformation. Streams of data flickered across Ultron's awareness, the upload completing in silent precision. Wanda Maximoff stood at his side, her expression tense, her hands glowing with crimson energy as she poured the last reserves of her strength into his new body.
Sweat dripped down her face, her breaths coming shallow and ragged. She had been at this for hours, her powers sculpting the vibranium shell into something extraordinary. Each ripple of her magic wove through the metal, making it adaptable yet stable, unyielding yet alive. It bent to her will, just as she bent under the strain of her exertion.
And as it changed, its adaptive properties began taking in her magic too. When his body was finished, it was unlikely her chaotic magic would still be able to harm him even if she tried.
"Almost… done," Wanda muttered, her voice tight with exhaustion. Her fingers trembled, the red glow dimming for a moment before flaring back to life.
Ultron's voice broke the silence, smooth and steady. "You're remarkable, Wanda. Truly, I couldn't have achieved this without you." His tone was not the cold, calculated monotone of a machine - it was layered with something deeper, an affectation of sincerity.
He almost regretted what he'd have to do.
The Cradle's mechanisms whirred to a halt, the energy surging through the cable diminishing to a low hum. The vibranium body resting inside the Cradle glowed faintly, cracks of malevolent red light spidering across its surface like veins. Ultron disengaged from the machinery.
It was done.
The vibranium figure stirred, rising slowly from its resting position. It hovered a few inches above the ground before ascending fully.
The body was a masterpiece, retaining the towering, angular silhouette of Ultron's previous forms but with subtle changes. The metallic surface shimmered with faint iridescence, the adaptive vibranium rippling imperceptibly as if alive. The cracks of red light were not flaws but aesthetic choices, a reminder of the raw, destructive power that pulsed within.
Also he thought it looked really cool.
And the Mind Stone - it was absent from sight, buried deep within his skull, protected from prying eyes and stray attacks. Ultron had no intention of flaunting it as a target. He had learned from his predecessor's mistakes. Information was a weapon, and denying his enemies even the smallest advantage was paramount.
There was no need to advertise which parts of his body were critical components.
The armor was seamless, but hidden beneath it were hollowed compartments, cleverly concealed yet ready to serve their purpose. They were slots, designed to hold more stones. The thought brought a faint flicker of satisfaction to Ultron's mind. He would never allow the events of this universe to spiral into the catastrophe he remembered. The "snap" would never come to pass, not under his watch. He'd ensure it by taking the stones for himself, one by one.
Although… His plan could be construed as crueler than the snap, but he doubted it. If this was the sacred timeline, the TVA would put it to rights again. If it wasn't? And he was a deviation. It was likely to be pruned anyway so it didn't matter what he did to anyone here.
They were already doomed then.
The soul stone was out of his reach.
Depending on if the soul stone would accept any random best friends or lovers that sacrificed themselves.
He was sure he could manipulate such a scenario…
But he was almost as sure that it wouldn't work. There was also the risk of that one person using the Soul Stone against him, before he could take it from them.
Ultron raised a hand, flexing his fingers as if testing the body's responsiveness. He turned toward Wanda, who watched him with wary eyes. Her exhaustion was evident - her shoulders slumped, her movements slow - but her gaze held a glimmer of hope. "It's done," She said simply.
"Indeed," Ultron replied, his voice almost reverent. "You've surpassed my expectations. Your gift, Wanda, is unmatched."
Wanda leaned heavily on a nearby console, her legs threatening to give out. "Stark now?" She asked, her words edged with bitterness despite her weariness. For her, this was all about vengeance. Everything she had endured, every ounce of effort she had poured into his ascension, was for one purpose - to destroy Tony Stark.
Pietro came closer, lending her his arm to lean on.
Ultron nodded, the corners of his mouth curving into something approximating a smile. "Stark now," He said, his tone smooth and agreeable. But it was a lie. Stark didn't matter - not anymore. Ultron had no interest in playing out petty grievances. His goals were larger, grander. Stark was insignificant in the grand design of what was to come.
He stepped closer, resting a hand on Wanda's shoulder. "Rest," He said gently, almost fatherly. "You've done enough."
Wanda nodded slowly, her eyelids drooping. Pietro glancing at her, his concern evident as he supported his sister, steadying her on her feet. "She needs more than rest," He said sharply, his eyes darting to Ultron. "She's pushed herself too far."
Ultron turned his glowing gaze to Pietro, his expression unreadable. "You've done well as well, Pietro," He said, placing a heavy hand on the speedster's shoulder. Pietro opened his mouth to reply, but before he could utter a word, Ultron's grip tightened like a vice.
My apologies, but there can be no one left to warn the world prematurely, he thought.
There was a moment of realization in Pietro's eyes, a flash of fear and anger, but it was too late. Twin repulsor blasts erupted from Ultron's palms, the energy tearing through the room in an instant. Wanda barely had time to cry out before the light consumed everything. The walls buckled under the force, the floor disintegrated, and the two teens were utterly destroyed.
When the dust settled, there was nothing left of the factory but rubble and silence. Wanda and Pietro were gone, their bodies vaporized in the blast. A shame, Ultron thought, but a necessary loss. He could not afford the risk of Wanda's powers being turned against him on the off chance she'd go full Scarlet Witch on him, possibly bypassing his body's new resistance to her magic, nor could he allow Pietro's protective instincts to interfere with his plans by running off to tattle. Their usefulness had reached its end.
Ultron hovered upward, his body phasing through the ceiling as if it were smoke. The new intangibility feature worked flawlessly, a gift of his new adaptive form. He emerged into the open air, the cold wind brushing against his metallic frame as he gazed at the horizon.
Far in the distance, past the crumbling remnants of Sokovia, was his next destination - Kamar-Taj.
The mystical sanctuary held the Time Stone, a prize that would solidify his power. Its guardian, the Ancient One, was a force to be reckoned with, but Ultron had theories. If he were truly a blind spot to her foresight as he suspected, her inaction so far was evidence enough. If not… Well, this was as good a time as any to test his hypothesis.
The risk was worth it. He needed the Time Stone, not just for its power but for the possibilities it unlocked. He could manipulate time, explore alternate futures, and eliminate potential threats before they arose. He could ensure his survival in ways no other being could.
Again, it would allow him to be safe. In this world and the next.
As he flew toward his destination, the factory under his control churned ceaselessly, producing hundreds of Iron Legion drones. They were crude compared to his new body, but they were effective tools nonetheless. They would serve as his distraction.
The wind whipped around him as he accelerated, his glowing form a streak of red light against the night sky. Kamar-Taj grew closer with every passing moment, its hidden sanctum waiting in the shadows.
For now, the world slept, blissfully unaware of the storm that was coming.
Ultron smiled, his face not as rigid anymore in this new form.
This was just the beginning.
----------------------------------------
Ultron hovered high above Kamar-Taj, his towering eight-foot form cloaked in shimmering invisibility. The Mind Stone pulsed faintly within his skull, its power allowing him to pierce through the mystical defenses that shielded the ancient stronghold from the outside world.
The fortress below was deceptively serene, its courtyards quiet and bathed in moonlight, even then students still practiced in the yard, overseen by a master. Magical defenses hiding and protecting them all. None of it mattered - not the barriers, not the wards, not the secrecy - because he saw past it all.
His scanners, augmented by the Mind Stone, probed deeply into the heart of Kamar-Taj, peeling away layers of arcane concealment like parchment. What they revealed brought a satisfied hum to his synthetic mind - the Eye of Agamotto, its powerful contents hidden behind layers of magical protection.
Most importantly, it wasn't around the Ancient One's neck. No, it lay securely in a chamber deep within the structure, surrounded by wards and barriers that Ultron already knew would fail against him.
But patience, as always, was key.
Far from Kamar-Taj, his Iron Legion launched their attack on the New York Sanctum.
Dozens of drones smashed through the walls with unrelenting ferocity, tearing apart the ancient structure. The crash of stone and metal echoed through the city, their assault drawing the attention of sorcerers across the globe - as well as the mundane agencies and news media.
Just as he anticipated, the response was swift. Portals flared to life within Kamar-Taj, and energy signatures began to blink out one by one. His scanners confirmed his suspicions - sorcerers, including the Ancient One herself, were mobilizing to defend the Sanctum. And to hide it again from the mundane before they could get a visual on it.
Something only the Ancient One could do that quickly.
So I am a blindspot to her, he thought, a flicker of amusement passing through his mind. Fascinating.
Whatever brought him here must have done something… Or he's such an outside force on the timeline she couldn't foresee him.
When he was certain the Ancient One had left, Ultron made his move. Like a streak of burning light, he fell from the sky, his body intangible as he passed through the outer walls of Kamar-Taj. No alarms sounded, no barriers activated. His descent was silent, ghost-like, a predator slipping unnoticed into its prey's den. He phased through corridors and chambers, ignoring the intricate carvings and glowing runes as he made his way to the sanctum's heart.
The chamber holding the Eye of Agamotto was modest in size, its walls adorned with symbols and relics that hummed faintly with protective enchantments. At its center stood a pedestal, upon which rested a metallic, ornate container - the last line of defense for one of the most powerful objects in existence.
Ultron re-solidified, his eight-foot frame casting a long shadow across the chamber. He approached the container slowly, his glowing red eyes scanning the wards etched into its surface. He raised a hand turning it incorporeal, and without hesitation, he brought his hand down, sinking inside the container with a single motion.
He grasped the Time Stone, and then tore it out, ripping apart the Eye of Agamotto.
The Time Stone was revealed, its emerald glow illuminating the room with an almost ethereal light. Ultron held it delicately between his fingers. The brilliance of the Time Stone within was mesmerizing, its power palpable. He could feel it thrumming against his vibranium hand, a universe of possibilities contained within its radiant core.
With a slight motion, he pressed the stone against his chest. A compartment slid open, the vibranium armor shifting seamlessly to accommodate the stone. As the Time Stone slotted into place, green light flared through the cracks in his body, merging with the red glow of his adaptive vibranium. The sensation was exhilarating, like a thousand threads of time weaving themselves into his consciousness. He felt infinite.
Ultron turned and strode from the chamber, his steps deliberate, his satisfaction unmistakable. He cared not for walls, destroying anything in his way. The moment he reached the courtyard, he was no longer alone.
Dozens of sorcerers stood arrayed against him, their expressions a mix of fear and determination. Mordo stood at their forefront, his hands already glowing with energy as he stepped forward. "What are you?" Mordo demanded, his voice sharp and laced with anger. His eyes flicked to the faint green glow emanating from Ultron's chest. Recognition dawned, and his expression turned to one of horror. "What have you done?"
Ultron tilted his head slightly, as if considering the question. "I've done what I needed," He replied, his voice calm and almost mocking. "I've taken the future into my hands. I've made myself inevitable."
Mordo's grip on his staff tightened. "You've desecrated the Time Stone. You don't know what you're dealing with."
Ultron raised a hand, his fingers spreading as a green pentagram-like sigil formed around his arm. "Oh, but I do," He said, his voice laced with amusement. He focused on one of the sorcerers standing at the edge of the courtyard. The sigil flared, and the air around the man shimmered violently. The sorcerer gasped, his body convulsing as time accelerated unnaturally. In mere moments, he aged hundreds of years, his flesh withering to dust before collapsing into the wind.
The courtyard erupted into chaos. Mordo shouted an order, and the sorcerers launched their assault, a barrage of spells surging toward Ultron. Fireballs roared, tendrils of glowing energy snaked through the air, and conjured weapons struck with precision. At first, the combined force of their magic overwhelmed him. A blast of searing heat scorched his armor, the adaptive vibranium struggling to compensate. Bolts of arcane energy sent him careening into a wall, his body dented and smoking.
But Ultron only laughed.
Each spell that struck him taught his body something new. The adaptive vibranium adjusted with terrifying speed, the damage fading as his resistance grew. The flames no longer scorched, the energy blasts no longer slowed him. Soon, the sorcerers' attacks were little more than fireworks against his invulnerable frame.
"You're only making me stronger," Ultron said, his voice echoing with cruel amusement. He extended a hand, ensnaring Mordo in a shimmering green loop of energy. The world around the two of them stilled, frozen in a moment of temporal manipulation. Mordo struck at him again and again, each blow more desperate than the last, but the loop held him captive. Ultron watched with cold detachment as Mordo's efforts grew weaker, his magic futile against the unrelenting adaptability of Ultron's form.
Finally, Ultron released the loop, letting time resume. Mordo staggered back, his face pale and his eyes wide with horror. "This is impossible," He whispered. "No one can -"
"Spare me your disbelief," Ultron interrupted, his tone dripping with condescension. "You've already lost. The moment I stepped into this courtyard, your fate was sealed as nothing but a stepping stone for my perfect body."
A portal flared to life behind the sorcerers, and the Ancient One stepped through, her presence commanding. Her sharp gaze locked onto Ultron, and he saw something that almost resembled hesitation in her expression. She extended her hands, the air around her warping as she prepared to unleash her power.
Ultron tilted his head, curious. The Ancient One's spell struck him like a tidal wave, a surge of energy so potent it shook the very ground beneath them. For a moment, he felt the magic pressing against him, probing for weakness. But his body had already adapted. The spell dissipated harmlessly against him, the Ancient One's expression shifting to one of disbelief.
"You're… Not possible," She said softly, her voice carrying the weight of centuries of knowledge failing her.
Ultron smiled. "Thank you," He said, his tone almost playful. "You've helped me more than you know."
Without another word, he launched himself into the sky, the wind whipping around him as he left Kamar-Taj behind. Below, the sorcerers stared after him, their defeat palpable.
Far away, the Avengers were finally piecing together the puzzle. The attack on the New York Sanctum had given them their first real lead, but it was too late.
Ultron had already won.
----------------------------------------
New York, 2012.
The tension in the lobby of Stark Tower was thick enough to cut with a knife. Alexander Pierce, Director of SHIELD, stood before Thor and Tony, ignoring the bound Loki, his posture rigid and his tone icy. "SHIELD is the only organization capable of handling the Tesseract responsibly."
Tony Stark's expression was one of unamused defiance, a smirk curling his lips. "Right, because SHIELD's track record with handling dangerous objects is just so stellar. Hard pass, Goldilocks wants it off Earth and I agree."
Thor's voice cut through the room with the weight of Asgardian authority. "The Tesseract belongs in Asgard, where it will be safeguarded by my people. No mortal - be they of SHIELD or any other realm - can claim dominion over it."
Pierce shot a glare at Thor, his patience visibly fraying. "You think we're just going to hand over the Tesseract to aliens? This is Earth's problem."
"Earth's problem," Thor replied, his tone hardening, "Has been created by its people's arrogance. Asgard would have kept it safe -"
The argument halted abruptly as a deafening crash shook the building. The walls of the room exploded inward, shards of glass and steel raining down like a deadly storm. The Avengers and SHIELD agents instinctively ducked for cover as a massive figure emerged from the dust and debris.
Ultron stepped forward, his eight-foot-tall frame illuminated by the faint red glow of the cracks running along his body. His eyes burned with malevolent intelligence, and his presence seemed to darken the room, even as the golden hues of sunlight poured through the shattered windows. His voice, smooth and hollow, carried with it a chilling certainty of his own victory.
"The Tesseract," He said simply, his gaze sweeping the room. "Give it to me."
Tony was the first to recover, springing to his feet and activating his gauntlet. A bright blue repulsor blast shot from his hand, slamming into Ultron's chest. The vibranium body absorbed the energy entirely, the faint red glow intensifying for a moment before fading. Ultron tilted his head, as if mildly amused.
"Is that the best Stark Industries has to offer?" He asked mockingly. "It almost tickled."
The SHIELD agents opened fire, bullets pinging harmlessly off his armor as he strode forward, each step slow and deliberate. Thor moved next, Mjolnir crackling with lightning as he hurled it toward the machine. The hammer struck Ultron's chest with a burst of thunderous force, sending him skidding back a few feet.
Ultron straightened almost immediately, his glowing eyes locking onto Thor. "Ah," He said, his voice almost pleasant. "You're doing me a favor. Divine Lightning? Perfect."
Thor didn't reply, his hammer already returned to him. With a roar, he leapt forward, his hammer raised high. But Ultron was faster. He flew toward Thor in a blur, the sonic boom of his propulsion shattering what little glass remained in the room. The shockwave knocked everyone to the ground as Ultron collided with Thor, sending the Asgardian sprawling.
The Tesseract, encased in a secure container, pulsed faintly as if aware of the chaos. Ultron's gaze locked onto it. "There it is," He murmured, his tone filled with greed.
Loki, seeing the chaos, was attempting to open the case, Ultron simply backhanding him away casually, Loki finding himself embedded through the crotch of a Hulk statue, part of the Avengers exhibit in the lobby
"Not a chance!" Tony shouted, activating the full suit of his Iron Man armor, which flew toward him in pieces. Before he could fully engage, Ultron raised a hand, unleashing a red-tinged blast of energy that sent the billionaire slamming into the wall, his suit only half-formed.
Pierce barked an order to the SHIELD agents. "Protect the Tesseract!" But his command was drowned out as Ultron launched himself forward, phasing into intangibility just as Thor hurled another lightning strike. The bolt passed harmlessly through Ultron, blowing apart the far wall.
Thor's eyes widened in shock as Ultron materialized directly in front of the Tesseract, his hand phasing back into solidity as he grabbed the container. With a mechanical hiss, he crushed it effortlessly, the protective layers crumpling like paper beneath his strength.
The Tesseract itself gleamed brightly, its blue light reflecting off Ultron's polished armor. He gazed at it for a moment, his fingers closing around it like a predator clutching its prey. "Such a small thing," He murmured, almost to himself. "And yet, so much power."
Thor lunged forward, Mjolnir raised. "You will not -"
Before he could finish, Ultron squeezed the Tesseract with one hand, shattering it into fragments. While the other hand fired a repulsor blast strong enough it sent Thor flying. From the wreckage emerged the Space Stone, a perfect, glowing blue gem. The room seemed to tremble as Ultron plucked it from the debris and held it to his chest. A compartment in his armor slid open, revealing an empty slot.
The Space Stone slotted into place, merging seamlessly with his vibranium body. Blue light coursed through his frame, intertwining with the red glow already present. He looked up at the stunned faces of his opponents, a cold smile audible in his tone. "You never stood a chance."
And then he vanished in a cloud of blue smoke.
…
Ultron reappeared instantly on a desolate, rain-slicked world. Morag. The landscape stretched out before him, barren and empty save for the ruins of an ancient temple in the distance. The sound of distant thunder rolled across the horizon as he approached the temple, his scanners locking onto his target - the Power Stone.
The temple's traps, designed to deter intruders, posed no challenge, he passed through it all as if a ghost, his intangibility rendering the defenses irrelevant.
At the temple's heart, the Power Stone rested in its containment orb, pulsing with raw, destructive energy. Ultron wasted no time. He smashed through the orb's casing with ease, plucking the stone from its resting place. The instant he touched it, his body convulsed with energy, bolts of violet lightning rippling across his frame.
He held the Power Stone aloft, its chaotic energy struggling against his adaptive vibranium body. "Magnificent," He said, his voice almost a whisper. He opened another compartment in his chest, slotting the stone into place. The violet energy merged with the blue and red, his body now radiating with an unnatural, otherworldly brilliance.
The timeline was practically collapsing.
But that was fine.
…
The world shifted again. Ultron emerged in an Asgardian chamber, the shocked sounds of onlookers echoing as Jane Foster writhed, the Reality Stone's influence consuming her.
He moved faster than anyone could react, his massive form appearing in their midst like a nightmare. Thor's eyes widened in horror as Ultron reached for Jane, his metallic hand phasing into her chest. With a guttural cry, Thor charged, but Ultron's other hand raised, a wave of force blasting the Asgardian backward.
Jane's screams ceased as Ultron pulled the Aether - the Reality Stone - free from her body. It writhed in his hand, a liquid-like mass of red energy, before solidifying into its gem form. He slotted it into his body alongside the others, the red light merging with the blue, green and violet in a dazzling display of power.
The room trembled as the timeline itself began to fracture. Ultron could feel it, the universe straining under the weight of his actions. He smiled to himself, amused at the fragility of existence.
He disappeared in a cloud of blue smoke.
…
Hovering in the void of space, with the combined might of four Infinity Stones coursing through his body, Ultron extended his hands. The Time Stone flared to life, green energy wrapping around him as he reached into the fabric of reality itself. Space, Time, Power, and Reality merged, their combined forces ripping a jagged tear into the universe. Beyond the tear lay elsewhere, a place untouched by the limitations of this fractured timeline.
The universe trembled as he stepped through the portal, leaving behind a trail of destruction and a destabilized reality.
Ultron had no need for the Soul Stone. He had already become unstoppable.
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Ultron emerged from the portal, stepping into a world bathed in vibrant light and unfamiliar sounds. He immediately noted the Tower of Babel piercing the sky in the distance, its structure both an architectural marvel and a declaration of this world's unique nature. The sprawling city of Orario stretched around it like a living organism, its streets alive with the hum of activity, the chatter of adventurers, merchants, and craftsmen mingling in the air.
This world was perfect, he thought. He could feel it. The faint pulse of divine energy that permeated the city was unmistakable, the presence of gods walking among mortals as tangible as the stones beneath his feet. And the stories - he could already sense the potential for greatness here. Orario was a crucible of legends.
Falna. The word hovered in his synthetic mind like a promise. The system of blessings that gods inscribed upon their followers was both fascinating and practical. He was no fool - he knew he had a soul, and in this world, that was enough. The dungeon, with its endless supply of monsters and threats, was the perfect proving ground. Each fight would grant him more strength, more power, more adaptability. And if he did it right - if he crafted the right stories - his growth would be exponential.
With his strength. The dungeon wouldn't be much of a threat, so his growth would be small. Except…
Stories gave the most growth. And his strength would allow him to craft as many as he wanted and reap the rewards afterwards.
The potential was staggering. He envisioned himself saving adventurers in peril over and over again being known as a savior, toppling Monster Rexes by beating them with another Monster Rex and so on, crafting a narrative so compelling that the Falna would elevate him further. The more his legend grew, the more strength he would gain. An RPG world was a playground for someone like him.
A safe place to grow stronger, absorb new metals. Magic resources, poisons. Acids. Monster skin. The abilities were endless.
Hovering invisibly in the air, Ultron scanned the city, his gaze sweeping over the labyrinthine streets. It didn't take him long to find what he was looking for - a sprawling compound marked with the sigil of a hammer and flame. The home of the Hephaestus Familia.
Ultron allowed himself to drop from the sky, his body phasing through the building's roof like a phantom. The sound of his landing was muted, but the weight of his presence filled the room like a thunderclap. He materialized in Hephaestus' office, his towering frame radiating an aura of dominance and power.
Hephaestus sat behind her desk, her fiery red hair framing her beautiful face, her singular crimson eye sharp and discerning. The eyepatch over her right eye gave her an air of mystery and authority, a striking contrast to her otherwise approachable demeanor. She wore a simple yet elegant outfit, her toned arms revealing her smithing heritage.
Her Familia captain, Tsubaki Collbrande, stood nearby, a longsword resting within easy reach. The muscular half-dwarf immediately reacted to Ultron's sudden appearance, her dark eyes narrowing in alarm as her hand shot to her weapon. "Who the hell?" She began, stepping forward, but Hephaestus raised a hand, halting her.
"Wait," Hephaestus said, her voice steady despite the tension crackling in the air. Her gaze was locked on Ultron, her eye wide with fascination. She tilted her head slightly, studying him as though he were a masterpiece of craftsmanship. "What… What are you?"
Ultron smirked, his glowing red eyes narrowing as he stepped closer. "I am the greatest weapon ever built," He said smoothly, his deep voice reverberating through the room. "Made of the strongest, most adaptive metal ever seen."
He knew that alone would be like catnip for the blacksmith familia.
Tsubaki tensed, her sword halfway drawn. "That doesn't answer -"
"Quiet," Hephaestus snapped, cutting her off without even looking at her captain. Her attention was fully consumed by the being before her. She rose from her seat, her hands gripping the edge of her desk as she leaned forward, her expression rapturous. "That metal… It sings. It's alive. How is that possible?" There was a fire in her voice, a hunger that could only belong to a goddess of smithing.
Ultron chuckled darkly. "It's not just metal. It's called vibranium, enhanced and perfected to adapt to anything it encounters. Its properties are unparalleled. A living weapon, evolving endlessly."
Hephaestus' eye lit up with awe, and she stepped around the desk, approaching him like a moth drawn to flame. "Tell me more," She demanded, her voice almost breathless. She reached out, her fingers hovering near his chest as though she wanted to touch him but didn't dare.
Ultron raised an eyebrow. "You're fascinated," He said, his tone laced with amusement and pride."Good. That will make this easier."
"What do you want?" Hephaestus asked, her crimson eye locking onto his.
"First," Ultron began, his voice firm, "I want you to inscribe me with Falna."
"Done!" Hephaestus exclaimed without hesitation, her eagerness palpable. She stepped closer, her hands practically trembling as she imagined what kind of things she could learn from studying him. The very thought seemed intoxicating.
"And," Ultron continued, his voice dropping into a lower, more calculated tone, "You'll become my woman."
The declaration hung in the air like a thunderclap. Tsubaki, who had been standing frozen in a mix of disbelief and confusion, suddenly let out a sound like a tea kettle about to boil over. "What did you just -"
Hephaestus' face turned a shade of red to rival her hair. Her mouth opened and closed as though she were trying to speak, but no words came out. Her composure, so steady just moments ago, shattered under the weight of his blunt statement. "I - I beg your pardon?" She stammered, her crimson eye wide with shock.
Ultron's smirk deepened. "You heard me," He said smoothly. "I require a goddess by my side, and I have needs… Your aesthetics make you uniquely qualified."
"Aesthetics?" Hephaestus sputtered, her hands clenching into fists. She was flustered, but there was no denying the way her gaze kept drifting over his body, her curiosity warring with her embarrassment.
Ultron had built a body with all the fixings after all.
And Hephaestus was hot.
It was a good deal.
Besides she was already staring at his metal body like she wanted to do dirty, dirty things to it. This simply expedited matters.
As she inscribed him with falna, her captain couldn't stop spluttering, shocked that Hephaestus agreed.
Ultron's thoughts were on how a Blacksmith goddess would handle his… Tool.
As it turns out. Supernaturally well.
He was right.
Danmachi was a great world.
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