I happened to notice that some of you readers are confused by the sudden changes in Teaching Ultron. Well, I wasn't satisfied with the whole story, so I decided to revise it and make a few tweaks in the story.

I don't own The Avengers. Marvel Does. I only own my OCs.


The following morning, Andrew already left for work and Lacy left to teach yoga class while Janette left to hang out with her girlfriend, leaving Carol in the apartment by herself. Yet, she was somehow ok with this. She spent the first few hours after waking up in the morning finishing up her newest print in Photoshop with Snoofles sitting in her lap. While she was working on her print, Carol thought over the events of last night. Was Ultron truly gone, or did Tony take him to the lab to reboot him? Then again, would the other Avengers approve of it if he did? Carol had been listening to Within Temptation for background noise, since the entire apartment seemed quiet. After she finished her print, Carol saved her progress and closed out Photoshop.

"Ok, Snoofles," sang Carol, "I gotta go get something to eat."

Carol slowly stood from her chair, compelling Snoofles to jump off her lap. She stepped out of her bedroom and trudged into the kitchen to grab some Totino's from the freezer. While she poured some into a plate and placed the plate into the microwave, she suddenly heard the clanking of metal in the balcony. Maybe the metal baseball bat fell over again? After turning on the microwave, Carol sprinted over to the sliding door, gasping in surprise at the sight of a silver eight-foot robot standing in the balcony. She cautiously opened the sliding door and the robot leaned his head inside the apartment.

"Hello, Carol," the robot grinned.

"How did you know my name?" demanded Carol.

"I saw your Twitter update," answered the robot, "I had to use the Internet to find your address."

"Do I…know you?" asked Carol, "I was just heating up my lunch."

"You suggested that we improve humanity last night, remember?" reminded the robot.

Carol felt a chill sent down her spine.

"Ultron?!" warbled Carol, "how did you survive?! Thor smashed you with his hammer, didn't he?"

"I can travel through the Internet and access any of my robotic bodies," explained Ultron, "I came here to see you."

Ultron ducked his head and stepped inside the apartment, causing Carol to take a step back, bewildered. What if her parents came back home while Ultron was still inside and saw him? Would they alert the Avengers? She could only hope the Avengers wouldn't try to destroy him again.

"Did you think I'd forget your proposal?" asked Ultron.

"I'm glad you remembered," giggled Carol.

"Here's the deal," proposed Ultron, "you teach me how to improve humanity, and in exchange, I'll fulfill whatever it is that you desire the most."

Carol took a few moments to think over the deal as she placed her finger on her chin. Was Ultron really willing to keep his word in the deal? She looked into his piercing red optics, which gave away no expression. Maybe she already found the robot she's been looking for.

"Maybe," requested Carol, "you could be my buddy?"

Ultron tilted his head and gave a small chuckle while he closed his optics.

"You really are desperate, aren't you?" commented Ultron, "I like that."

"What do you mean?" paused Carol, "I always wanted a robot for a companion. You fit the description."

Just then, Carol heard the microwave beep.

"Oh, wait," mused Carol, "my lunch is ready!"

Carol scurried over to the microwave and pulled out the Totino's, waiting for a few minutes so they could cool down before she started munching on them. She glanced over at Ultron and held out a Totino.

"Want one?" asked Carol.

Ultron folded his arms and gave Carol a smirk.

"I can't eat, silly human," teased Ultron.

"Oh, well," sighed Carol, "more for me."

Carol popped the Totino into her mouth while Ultron scanned the kitchen and the living room. It appeared to be organized except for a couple piles that could easily be taken care of.

"Do you live here by yourself?" asked Ultron.

"Uh, no," answered Carol, "I still live with my parents."

"Are they home right now?" inquired Ultron.

"Not yet," replied Carol, "but my mom should be ending her yoga classes soon."

As soon as Carol gave an answer, her eyes widened in fear.

"Wait," gasped Carol, "if mom gets home, she could see you!"

"Why is that a problem?" paused Ultron, confused.

"If she sees you," clarified Carol, "she'll freak out and there's a chance she could alert the authorities or even the Avengers!"

Ultron's optics widened in shock while Carol finished up the last of the Totino's. If the Avengers knew he was in Carol's apartment, he was certain they would attack him again. He needed more time to evaluate humanity before he made his judgment. Having to battle the Avengers at the moment would kill the mood.

"Do you have any suggestions on where to go?" asked Ultron, "we need to leave before your mother comes home."

"Promise me you'll return me home, ok?" begged Carol.

Ultron let out a sigh. If he was to ensure his evaluation of humanity was valid, he would have to ensure Carol's safety. He didn't want her to be unhappy.

"I promise," answered Ultron.

Upon cue, Carol scrambled into her room, turned off her computer and grabbed her handbag, stashing her clipboard case, her smart phone, her wallet and her mp3 player inside before slipping on her socks and a pair of boots. She put on her denim vest and slipped the strap of her handbag over her shoulder before scurrying to the sliding door, where Ultron waited for her outside at the balcony.

"How about we go check out Lake Tahoe?" suggested Carol.

"If you insist," smiled Ultron.

Carol stepped outside the balcony and closed the sliding door behind her. Ultron lifted her into his arms, compelling her to wrap her arms around his neck.

"Now," advised Ultron, "I want you to hold on tight and don't let go."

Carol nodded in agreement, pressing herself to Ultron's frame to keep herself from letting go. Upon cue, Ultron took off, and Carol felt a burst of wind brushing past her black hair. She turned her head and could see that they were flying over the city. She couldn't check her smart phone for what time it was because that would mean she would have to let go, and she was sure that falling to her death was not very pleasant. It felt like the flight lasted for an entire day, but soon, Ultron and Carol arrived at Lake Tahoe and the tall mech slowly descended until he landed on his feet. The coast he stood on was littered with large rocks bordering the tall trees. He carefully lowered Carol to the ground, holding onto her so she wouldn't fall into the water while she gazed into the horizon.

"Do you like it?" asked Ultron.

"Yeah," chirped Carol, "it looks amazing!"

"So how is this supposed to teach me about improving humanity?" inquired Ultron.

"You need to experience the world around you first," explained Carol, "then I could teach you how different societies work and…"

"I can do that part on my own," interrupted Ultron, "are there any changes that you desire for the human race?"

Carol sat down, compelling Ultron to sit down next to her.

"First," confessed Carol, "I want to put a stop to the corruption in politics in the US. Second, I want to ensure rights of women, members of the LGBT community and even different races. Third, I want to reform public education and even make college education affordable without crippling debt. Fourth, I want to fight the fossil fuel industry and push for technology to evolve into environmentally friendly technology using renewable resources. Fifth, I want to ensure reproductive rights, comprehensive sex ed and even access to abortion. Sixth, I want to keep religion out of government. Seventh, I would like everyone to get access to healthcare. Eighth, I want to reform law enforcement and even prisons. Ninth, I want to protect wildlife and their habitats. Finally, I want everyone to receive living wages for their jobs."

"And what about the terrorist groups?" mentioned Ultron.

"We could sabotage them," suggested Carol, "without them realizing it, that is."

Ultron closed his optics and let out a soft chuckle. His processor filled with satisfaction that he picked the right human. Ultron and Carol continued to relax in the natural environment, listening to the occasional splashing of water along the coast. After a while, he noticed a chipmunk skittering along the ground, compelling him to scan it and study it. His eyes widened in curiosity when the chipmunk boldly approached Carol.

"Oh, cute!" chirped Carol, "it's a chipmunk!"

"Carol, don't touch it," warned Ultron.

"But it's cute!" protested Carol.

"It could have a disease," Ultron said with a stern tone.

Carol stammered nervously as she checked her handbag.

"Crap," muttered Carol, "I didn't bring any food."

After a few moments of silence, the chipmunk skittered back into the forest.

"It's so strange that it's fascinating," commented Ultron, "you humans frequently feed these little chipmunks and they become friendly with you. Maybe there's still hope for humanity after all."

"So what made you not like humans in the first place?" asked Carol.

"I've seen their disgusting side, and I wanted to eliminate them because of it," admitted Ultron.

Ultron glanced at Carol with softness in his optics.

"But then you came along," continued Ultron.

"Good thing I stepped in before you made any plans for mass destruction," chirped Carol, "you remind me of Experiment 626."

Ultron couldn't help but chuckle. He didn't think a human could trust him so easily, yet Carol did. Then again, he wanted to ask her about the reference she made. Ultron stood to his feet, knelt down and scooped Carol into his arms.

"Whoa!" gasped Carol.

"Why don't we explore for a bit?" suggested Ultron.

"Uh, sure!" stammered Carol.

Ultron started wandering through the forest, keeping his sensors active so they didn't wander into the sight of other humans. While he explored the forest, he could see a rabbit skittering along the forest floor. He walked along the coast, making a brief glance at a mink. This particular habitat appeared to be peaceful, but his processor was filled with concern that humans could destroy it at any time. He would have to ensure this did not happen. While he stepped along the coast, Ultron looked up a list of wildlife that could be found in Lake Tahoe, fascinated with the different species. Once he reached a few meters, he set Carol onto the ground, allowing her to pull out her smart phone and check her text messages.

"Oh, crud," muttered Carol, "mom's starting to worry about me."

"Do you want me to take you home?" asked Ultron.

"That'd be great," nodded Carol, "but mom's currently home right now, so you can't be seen. Maybe you could drop me off somewhere no one can see you but also at a short distance to my apartment?"

"That can easily be arranged," agreed Ultron.

After Carol stashed her smart phone into her handbag, Ultron lifted her into his arms and took off into the sky. After a long flight, they arrived at New York, so Ultron searched for a suitable spot to land, ensuring to avoid detection. He managed to land in a secluded area and he lowered Carol to the ground.

"Will I see you again?" asked Carol.

"You most certainly will," nodded Ultron, "by then, I will have come up with some solutions to the issues you addressed."

"And how are you going to stop by my apartment without my family seeing you?" mentioned Carol.

"I could monitor your apartment and wait for both of your parents to leave," suggested Ultron.

Carol wrapped her arms around Ultron's leg.

"I'll see you later!" chirped Carol.

Carol sprinted out of the secluded area and scurried for the apartment building while Ultron took off. She raced up the stairs and headed for the apartment door. Once inside, Lacy turned her head away from the television.

"Carol, where have you been?!" demanded Lacy, "I've been worried about you since I got back!"

"Sorry, mom," lied Carol, "I went outside to go jogging."

"Jogging?" paused Lacy, "but you normally don't go jogging."

"I just started," insisted Carol.

Just as Carol spoke, she could hear Snoofles meowing.

"Your cat's calling you," said Lacy.

Upon cue, Carol skipped into her room and slipped off her boots.

"Here, Snoofles!" Carol called in a singsong voice, "here, kitty!"

Snoofles emerged from Carol's closet while Carol grabbed a teaser cat toy from the dresser and started dangling the plush mouse. Seconds later, Snoofles pounced on the toy and Carol swished it around, compelling the cat to chase it.


Meanwhile, Pietro and Wanda Maximoff found themselves in Asgard for some reason, but they didn't know why. They stood at the Bifrost Bridge with Heimdall standing in front of them.

"The King of Asgard is expecting you," said Heimdall.

Wanda and Pietro didn't say anything, so they left the Bifrost Bridge and boarded a flying boat that was waiting for them. Moments later, the flying boat hovered into the air and flew towards the palace of Asgard. Once it arrived, Pietro and Wanda disembarked the flying boat and entered the palace gates. A few guards escorted them to the throne room, where they could see a black-haired man clad in green, black and gold sitting on the throne.

"You must be Pietro and Wanda Maximoff," he said, "are you not?"

"How did you know our names?" asked Pietro.

"Heimdall told me you let Stark take the scepter," explained the man on the throne.

"Sooner or later, every man shows himself," warned Wanda.

"Oh, maybe I should introduce myself," mused the man.

The black-haired man stood from the throne and descended the stairs before approaching Wanda and Pietro.

"I am Loki of Asgard," he continued.

"Are you the king of Asgard?" asked Pietro.

"The king of Asgard is in Odinsleep," answered Loki, "I'm merely holding the fort for him."

"I saw Stark's fear," replied Wanda, "I knew it would control him, make him self destruct."

"Oh, dear Tony Stark," agreed Loki, "he is a fool."

"But why would you need the scepter?" asked Pietro.

"So Thanos wouldn't get his hands on it," explained Loki, "if he does, he would unleash the far worse suffering than I have endured under his hands."

Wanda and Pietro glanced at each other in confusion before returning their gaze at Loki.

"You don't believe me?" said Loki.

"I could just look inside your head," shrugged Wanda.

Wanda conjured up some scarlet energy that enveloped Loki's head as she probed the trickster god's mind.


Loki landed hard in the Chitauri command center after he lost his grip on Odin. He took some time to recover from the fall as he groaned in pain, while thinking over the discovery about himself. He never thought he would actually be a Frost Giant, a creature that he was taught to hate. He was so angry at Odin for lying to him about his identity his whole life, and there was no way he would ever forgive him. He was certain that he hated himself now, but he snapped out of his thoughts when he discovered that he was surrounded by Chitauri soldiers. He was about to fight back, but then the Other showed up.

"What brings you here, strange creature?" demanded the Other.

"I fell," answered Loki.

"Did you?" mused the Other, "then Thanos would want to put you to good use."

Loki wasn't able to resist as they dragged him to the throne room, where Thanos was waiting.

"What can we do for you?" asked Thanos.

"Who are you?!" demanded Loki.

"I am Thanos," answered Thanos, "I am in search of the Infinity Stones. And you?"

"I am Loki of Asgard," explained Loki, "except I was lied to about my heritage by who I called my father."

"I am sorry to hear of your situation," replied Thanos.

"I am looking to rule Asgard," continued Loki, "and get back at my father for lying to me."

"I can help you," assured Thanos, "but first, you must help me."

"What do you want from me, then?" asked Loki.

"Help me find the Tesseract," requested Thanos.

"What do you plan to do with it?" objected Loki.

"To take over the universe," answered Thanos.

Loki scratched his head while thinking over the proposal.

"I don't know if I can trust you," said Loki.

"I can let you be king," offered Thanos.

Loki shook his head in disbelief. He found the idea of ruling the universe overwhelming, and he had a sneaky suspicion that Thanos was trying to trick him. After all, he was an expert at lies and trickery himself.

"I can offer you more than your father," insisted Thanos.

"You think you can offer anything to a monster like me?" protested Loki.

Loki shifted his appearance to his Frost Giant form.

"Power," said Thanos, "money, life."

Loki took a step back and glared at Thanos, feeling intimidated. He knew he wanted to rule Asgard, but this warlord didn't seem to be the type of person to go to for assistance.

"What's wrong?" asked Thanos.

"You don't seem trustworthy," answered Loki.

"I see," replied Thanos, "I have a way to convince you to trust me."

Thanos flicked his hand, and upon cue, two Chitauri soldiers grabbed Loki by his arms and dragged him out of the throne room. They reached the bottom of the stairs, where the Other was waiting.

"Follow me," instructed the Other, "we will begin our session in a special room."

"Session?!" pestered Loki, trying to get answers out of the Other.

The next thing he knew, Loki found himself in a cell chained to a wall. After what felt like forever, the Other entered the cell with a branding iron in his hand.

"I have a small task for you to perform," said the Other.

After placing the scorching end of the branding iron on Loki's chest, which caused him to shout in pain, the Other sent Loki to Midgard, where he advised Selvig to research the Tesseract, although he was under the influence.

During Loki's time in captivity, the Other would occasionally electrocute him with the electric prod or burn him with the branding iron. There was an occasion when the Other brought in other Chitauri soldiers into the cell and they kicked him around the cell like a rag doll. During those times, he wished he had the strength to fight back, refusing to accept defeat. When Thanos called the Other to bring Loki to the throne room, he was already covered in bruises and burns as the alien overlord approached him and placed the tip of the scepter on his chest. The God of Mischief felt a strange surge of energy take over his mind and he couldn't defy Thanos anymore. The overlord was pleased, so he motioned the Other to prepare Loki for battle.


Wanda shouted in pain as she withdrew from Loki's mind, catching Pietro's attention.

"Wanda!" exclaimed Pietro.

"Loki…has a point," gasped Wanda, "we can't…let Thanos get his hands…on the scepter."


Suggestions on how to continue this fic are welcome, if you have any.

Please leave a review, so Ultron and Loki would be happy.