Disclaimer: I don't own Naruto or Ultimate Spider-Man

A/N: The Poll will now stay up at least until we finish s3 of the show as I would like the top to be at least 25-30 votes ahead ad the top 3 are around 3-5 from each other.

And to those that celebrate it, I hope you have a safe and Happy Thanksgiving.

Beta: Chaos-PSD.

Chapter LVI: Avengers Disassembled.

Last Time.

Ultron chuckles at that. "I suppose we are."

"Humans are odd. They think order and chaos are somehow opposites, and try to control what won't be. But there is grace in their failings. I think you missed that." Vision explained to Ultron.

"They're doomed."

"Yes. But a thing isn't beautiful because it lasts. It's a privilege to be among them."

Ultron scoffed at that. "You're unbearably naive."

"Well, I was born yesterday." Vision replied just before Ultron leaps to attack him.

Vision just shoots a yellow beam out of his head and destroys Ultron.

(Flashback End.)

Naruto uncrossed his arms as he remembered Vision deciding to travel the world to figure himself out before turning to walk away.


Avengers Tower.

A storm cloud formed above the building as lightning cracked.

"By the power of Asgard, bring fire to these dogs!" Thor yelled holding Mjölnir up before aiming at a grill filled with hot dogs and cooking them.

"The technique's a little dangerous, Thor. Can't argue with these results." Hawkeye spoke with a lei on before taking a regular arrow and stuck a hot dog to pick up and eat before throwing Thor a lei.

"Ah, an award."

"Out of my way, Thor. I've been dying for a little snack." Hulk said walking up also with a lei on and ate all the hot dogs as shinobi without his masks walked out with a cooler and opened it to reveal more packs of hot dogs as well as hamburger meat in butcher paper.

"There's nothing sadder than a hungry man whose hot dog just got hulked," Naruto said as a large mechanical arm dropped a cooler of drinks before Tony walked out.

"Luckily for you all, I'm a visionary. Saving the world from imminent cosmic destruction deserves a little RR. Think of this as a Thanos retirement party." Tony said taking a can and threw the other one as well before Falcon landed. "Falcon, you up for some target practice?"

"Of course. Prepare to be amazed."

"T.A.R.B.I.E. set 'em up."

A circular robot floated up and had holograms of their villains come up that the others shot at. "I used to target shoots at Coney Island all the time. Still have the high score." Falcon said before Widow shot several holograms over her shoulder.

"Is that so? Let me guess, you had to look where you were aiming."

"Remind me not to take you to Coney Island," Falcon said before Cap walked out and up to Tony. "Cap? What's wrong with him?"

"Now that looks like a hungry super-soldier to me. Double cheeseburger?" Tony asked as he fixed a glass.

"No time for that."

"Single then?"

"I need to see you in the data crux, now."

Naruto watched them leave before walking inside and overheard Cap scolding Tony for not looking for Ultron only for Tony to reveal he has a system looking for Ultron's signal via Arsenal's body 24/7.

"Remember, Ultron took over my dad's greatest creation, and I'm taking that personally. But some RR keeps the team's morale up." Tony finished as he stood from the desk that showed nothing on Ultron doing anything.

"So, did I smell hot dogs up there?"

"Finally, Cap joins the party. I told you I had all this covered."

Suddenly the building shook, having Naruto put his mask on, run to the deck, and saw a large spider robot attacking the building. "Delightful. Dinner and a show." Thor said as he flew up while Cap got on a hoverbike.

"An Ultron attack? So much for your detector."

"It's not him." Iron Man said as Widow looked down.

"Quick, vicious, concise. This has all the signs of an Ultron attack."

"I wouldn't bet against Tony's tech," Hawkeye said as Naruto looked over.

"Besides, Ultron would have at least put his face on it. Everything he used to attack us outside of Vision was a copy of him."

"I thought Ultron was locked in Arsenal's body," Falcon stated as he threw a flechette.

"He's an artificial intelligence that works like a computer virus. He can take over all kinds of tech." Cap replied before throwing his shield, having it bounce off the robot.

"If there's even a chance this is Ultron, shouldn't we treat it like it is? You know, just in case?" Falcon asked Iron Man who was hovering.

"For fun, let's pretend it is. Activating Ultron protocols."

Metal came over the windows of the building before Iron Man spoke up. "All tower data access is shut down."

"What about your suit?"

"Of course. I'm now in a completely isolated local system."

"And the rest of us?" Falcon asked as Hulk fell onto the robot.

"Ultron can infiltrate anything tech. So make sure you don't get into a game of 'Tag, you're it.'"

"Don't have to remind me not to play games," Cap said as Naruto dropped down with a Rasengan (Spiraling Sphere) and hit the robot back to the ground.

"If it's a game, this thing's trying for the high score," Naruto spoke up as the robot started moving again.

"In Asgard, the penalties for going where you are not invited are harsh!" Thor hit the robot with Mjölnir as Hawkeye shot at it.

"That's right, buddy. Find your own barbecue."

The robot shot a missile and hit the pad causing Widow and Hawkeye to fall. "That didn't go as planned!"

"Here's a tip, don't taunt the robot," Widow yelled as they slid down before Naruto jumped over, grabbed their hands, and slid down while using chakra to stick to the building before letting them go when it was safe.

Hulk grabbed one of its legs as it tried to hit Hawkeye. "This does not make up for stealing all the hot dogs."

"This thing's gotta have a weakness somewhere," Cap asked as Falcon scanned it.

"The shielding's vulnerable in the middle of the legs."

"Let's cut this thing off at the knees!" Naruto yelled as he ran at the legs with a screeching Rasengan (Spiraling Sphere), hit it, and had it expand to destroy the robot.

"If this had been an Ultron attack, my app would have picked it up a mile away." Iron Man stated as he landed.

"Ultron's more than just a computer virus. He's smart. Could he figure out a way to fool your detector?" Falcon asked as the others came up.

"Of course not. I created it. Whose side are you on?"

"There are sides?"

"Falcon's got a point. Anything you can throw at Ultron, he can throw right back." Cap spoke up having Iron Man look over.

"You guys act as if I've never met Ultron before. My app compensates for his smarts. Remember, he's not the only high-tech villain out there who wants to take down the Avengers. Let's find out who sent this party crasher."

Later they looked at the hard drive as J.A.R.V.I.S. scanned it. "Ultron scans negative, sir, but I do detect some kind of signature software."

"Falcon, take a look. See if you can work up a profile on our guest." Iron Man ordered as Falcon started to look into the drive.

"Gotcha. I think I know a few tricks I can try."

"Okay. I'll trust your Ultron detector works, but once we detect him, can we stop him?" Cap asked as Tony walked to the computer.

"I wouldn't be a very good Tony Stark if I hadn't thought of that. This piece of malware's the Ultron destroyer. Give you one guess what it does."

"And he's just going to invite you into his system to install it?" Widow asked hands on her hip.

"That's the beauty of having backdoor access to Arsenal. The second Ultron shows, I upload this, and the Ultron intelligence goes bye-bye."

"Will Arsenal survive?" Naruto asked as he looked up.


"Are you sure you'll be able to pull the trigger?" Widow asked Tony who had walked back to them. "Maybe someone else should hang onto the Ultron destroyer."

"Nay. Arsenal is Stark's father's legacy. If someone must destroy the machine, it should be Stark. It is a matter of family honor." Thor spoke up after Widow.

"I'll do what I have to do," Tony said with a sigh before Falcon looked up.

"You sure, Tony?

"Enough. He's an Avenger. If you say you can handle it, I believe you." Cap said as Tony nodded.

"Thanks, Cap."

"Tony, you were right. The circuitry on this thing is specific to one manufacturer." Falcon spoke as Widow waked over and moved screens around.

"Hammer Industries. And this model is only manufactured at one facility."

"Well, you can't teach an old Justin Hammer new tricks, and I'm not waiting for an invitation."

Hammer Industries.

"Quiet? I was hoping for something loud."

Hulk said as they looked at the abandoned facility.

"How long's it been since Hammer used this facility?" Cap asked as Widow looked around.

"Government intelligence says the place is still active."

"Looks like your intelligence isn't so intelligent. Guess Hammer shut everything down and ran." Hawkeye said arms crossed just before a large red robot and silver dropped down.

And followed by a group of black human-sized ones. "Don't ever question my intelligence."

"Point taken."

The Avengers fought the robots with Naruto using his energy knife to slice the heads off any that got near him.

"My kind of welcome party," Hulk yelled out, throwing two of them.

"Hammer's never been this aggressive. He's changed his tactics. Focus your attacks on the big guy. Looks like he's controlling the rest of them." Cap ordered before Falcon scanned the large one.

"And there's somebody inside of it."

"Could Hammer be trying out his own version of your Iron Man suit?"

Figures. Hammer wouldn't risk the time and money to develop his own design if he could steal someone else's… Usually mine." Iron Man scoffed as he flew around.

"Break these dreadnaughts apart. If they're in pieces, Hammer can't control them!"

"Smash! I'm way ahead of ya." Hulk yelled as he hit two more away.

Iron Man then hit the head of the large suit off revealing Justin as he fell on his back. "It's over, Hammer."

"Stark, help! Get me out of this thing!"

"What?" Iron Man asked in disbelief before being punched. "I can't believe I fell for that."

"It's not me, believe me! My robots just started acting on their own. This experimental battle armor formed around me, and I'm trapped in here. I can't control anything!" Justin yelled out as he got up.

"Yeah? What about the giant robot that attacked Avengers tower?" Naruto yelled out throwing the knife at a robot.

"That's where it went?"

"Why should we trust you?" Cap asked before Widow spoke up after hacking a robot for security footage.

"Uh, guys. He might be telling the truth."

"Imagine that. Hammer not lying." Iron Man said before Falcon looked over.

"Hammer's got this whole place on a closed network. If we blast the source, it'll fry computers. Dreadnaughts, the big guy, everything."

"No, no, no, no! I asked you to help, not destroy my entire company!"

"This isn't a corporate negotiation." Iron Man said before looking over. "Thor, impress us with your grilling skills."

"Everyone loves a cookout."

Thor shocked the robots and the suit before Iron Man pulled Justin out. "I'm ruined! You'll answer to my board… I'll own Stark Industries after this!"

"I've never heard anyone say 'Thank you' quite like that, and before anyone asks again, no, this wasn't Ultron. All tech has a signature if you know how to trace it. This one, for example, leads right to..."

"A.I.M. It's not in S.H.I.E.L.D. files." Widow spoke up looking at a screen over her stinger. "Must be a secret base."

"Advanced Idea Mechanics, the evil tech-head organization not connected to Ultron? Pack your shorts."

"All I have are shorts."


"Jarvis, just in case, run another Ultron scan, and upload the Ultron destroyer malware onto this projectile on the off-chance we have to get up close and personal." Iron Man said as he sat in front of a computer.

"Yes, sir."

"Dad, trust me. If there's any way to save Arsenal, I will."

"Sorry to interrupt."

Iron Man looked over to see Cap walking into the room.

"You're not interrupting anything."

"Widow's triangulate the exact location of A.I.M.'s island, moments away. You know, I knew your dad well. I trusted him with my life."

"I wish I'd gotten to know him as you did." Iron Man said looking at the image of his dad that was beside him.

"My point is, the apple didn't fall far from the tree."

Night, Island.

"Why do evil scientists always live on beautiful, tropical islands? Why don't we live on a beautiful, tropical island?"

Hawkeye asked as they looked around the island as Naruto had his night vision on.

"Tropical islands don't have pizza, remember? We've been over this." Iron Man spoke up as he scanned around them.

"The main base has a blindside. There's no entrance, so it's not guarded, but scans indicate a weak spot in the exterior wall." Widow explained as Hawkeye reached for an arrow.

"So we blast our way in."

"No, smash!" Hulk said, punching his palm.

"We can't be reckless," Cap said, looking around. "A.I.M. will have defenses at the ready."

"And despite Tony's confidence, I still think Ultron could be behind this," Widow spoke up before Thor smiled.

"Tony Stark would never be outsmarted by a mere robot. Hulk, on the other hand..."

"At the very least, Tony would be bragging that he's outsmarting him," Naruto said, looking around. "If he says it's not Ultron then either Ultron got a hold of future tech that's extremely advanced, or it's not him."

"A.I.M. have the advantage of an entrenched position. We're better off splitting up and targeting all sides at once." Cap spoke up as they walked deeper into the forest.

"Why play it safe? Sorry, Cap, I think I'm on Iron Man's side." Hawkeye spoke up

"Again, there are sides?" Falcon asked before they heard Ultron.

"There are always sides."

They looked around before turrets popped out of the ground. "Ultron."

"And humans are on the losing side. The Avengers' organic data is to be purged."

"You said your scanners didn't detect him! Tony? Tony?" Cap asked before the turrets started firing.

"So much for your Ultron detector, Tony," Widow spoke as Iron Man stayed silent.

"Told you Ultron could find a way to trick his system."

"Now's not really the time for 'I told you so's.'" Hawkeye said shooting arrows as Thor took a step forward.

"Matters not! We will slay the robot!"

"Avengers, assemble!" They started fighting before Hulk threw Hawkeye up on a hill.

"You're welcome."

"I was gonna say thanks."

"You knew Ultron was here, didn't you?" Cap asked Iron Man who looked over.

"Look, I had a suspicion, but it was only a faint reading. He's outsmarting my detector."

"If you know where he is, then upload the Ultron destroyer," Cap ordered as Ion Man shook his head.

"I can't. He's avoiding my scans. I need to make physical contact with his body. Back me up."

"Get to the base, I'll cover you," Cap said as Iron Man then flew to a building near them.

"I can fix this, Dad."

"I can't get a lock on Ultron's signal, sir, but it appears to be somewhere in this installation," J.A.R.V.I.S. said as Iron Man landed in front of the building.

"Don't worry, Jarvis, he'll come to me." The door opened, having Iron Man hover in. "Ultron, not like you to play hide and seek."

"It took over three minutes longer for the Avengers to trace the signal here than was anticipated in my simulations. I have clearly been overestimating your capabilities." Iron Man went to the back and saw Ultron with wires hooked to him.

"Arsenal, if you're in there..."

"Arsenal is no more, only Ultron. The technology of Hammer and A.I.M. is mine. Now, prepare to be deleted."

"I think I'd prefer to stay undeleted today, thanks."

"Your preferences have no bearing on my plans," Ultron said as three large snake-like robots came down from above.

"Looks like you made some new friends. I hope they're just as charming as you are. Jarvis, how's that Ultron destroyer coming?" Iron Man asked as he dodged the robots.

"97% complete, sir."

"Why struggle, Stark? You delete obsolete data every day. Surely you see the value in your own destruction." Ultron spoke, having Iron Man look over.

"Come down and fight me yourself. I'll show you who's obsolete." Iron Man taunted before J.A.R.V.I.S. spoke up.

"Projectile loaded, sir."

"All right, time for this thing to live up to its name." Iron Man flew over, dodged two of the snakes before grabbing the third, and spun around before throwing it.

He was then hit by one of the others to the floor."Armor defenses are down 50 percent."

"Why do you always have to be so glass half empty?" Iron Man asked his A.I. before the others broke in as Hulk roared.

"Never start a fight without me!"

"Tony, you get Ultron. We'll take care of the snakes." Naruto yelled as he ran at one snake and jumped at it, forming a Rasengan. (Spiraling Sphere.)

"It's time to get up close and personal." Iron Man flew at Ultron who flew at him to start fighting.

"This Arsenal android I took over was loaded with flaws, which I corrected. Your father was severely incompetent, as his son." Ultron said before having wires attack Iron Man.

"If you think my dad's design is so bad, you're welcome to get out of Arsenal any time." Iron Man landed at a catwalk and fired at Ultron before the robot punched him away. "Ahhh!"

"Did it hurt when your father repeatedly let you down, Stark? In my world, there will be no more feelings, no more hurt."

"Great, then you won't feel this!" Iron Man shot a triangle flash drive at Ultron who leaned back

"Let's see how long your pathetic human flesh lasts without this armor." Ultron started ripping the armor off Iron Man before speaking again. Your father would be so disappointed in you." Ultron said as he wrapped Iron Man in wires. "Your deletion marks the beginning of the age of Ultron."

"Not today."

Ultron was hit with a shield before turning his head to see the Avengers. "You fight one of us, you fight us all."

"Very well. Loyalty to a lost cause appears admirable to you humans. In reality, it is inefficient." Ultron spoke before flying to easily fight them off before Naruto spoke.

"I'll choose loyalty over efficiency any day."

"And that is why…" Ultron was then hit over the head by Hulk

"I'm with Cap!"

Ultron got up and started fighting again. "Eight human viruses, ready to be eradicated." He said as the others got hits on him causing his body to start sparking.

"Something about humanity you'll never understand, Ultron," Capo said, having Ultron look at him.

"Enlighten me."

Tony, out of the wires, put the flash drive on Ultron's neck shocking him. "Friends, they always have your back!" He fell as Tony knelt, hit a button on the drive, and brought up a screen. "What are you doing, Tony? You destroyed Ultron, right?"

"Not exactly."

"How "not exactly" are we talking here?" Falcon asked as Tony was typing.

"I didn't use the Ultron destroyer to its full potential, only about 95 percent. Which should knock out Ultron long enough to save Arsenal."

"Tony, you assured us you would take down Ultron when you found him," Cap said as Tony continued.

"No. I assured you I would do what was necessary. I can fix this."

"We know Arsenal is important to you, but we're talking about the safety of the world here."

"I need you to trust me. I can stop Ultron and save Arsenal." Tony replied as the screen disappeared.

"Just fry him now before he reboots," Widow spoke up before Hawkeye looked over.

"Widow, how many times does Tony have to save the planet before you trust him? He's got this."

"He deserves a chance," Naruto spoke up behind his girlfriend. "I also trust we'll stop Ultron if it doesn't work out."

"I need 11 more seconds," Tony said before hearing Arsenal.

"Hello, Tony."


"Goodbye, Tony," Ultron said and shot a laser at him. "Pathetic human emotions have rendered you ineffective, Stark. Ultron lives." He hit a button and dropped down a hidden door on the floor before they heard a computerized voice.

"Self-destruct system activated. Countdown, 15... 14…"

"There's no time to track him. Avengers, pull back!"

"Way ahead of you, Cap." Widow said as she typed. "Avenjet is on its way."

Later, New York, Avenger Tower.

"Scan for Ultron."

Tony said to J.A.R.V.I.S. as he sat at a computer.

"No Ultron signatures detected anywhere, sir."

"Just... keep trying. Ultron's off the grid, but I can figure out a way to predict his next move. I invented one Ultron destroyer. I can invent another." Tony said as Captain America walked in.

"Tony, you can't continue to work like this."

"What, brilliantly? It's the only way I know how to work."

"You suspected Ultron was on A.I.M. Island, but you didn't tell us," Cap said, hands on his hips.

"I couldn't lose to Arsenal again."

"You put your personal needs ahead of the safety of everyone on the planet and not for the first time."

"Some risks are worth taking," Tony said looking up at the War Hero.

"Not this time. Ultron's out there right now, planning humankind's destruction because you left your team in the dark. That's not how the Avengers operate, and that's not how your father operated."

"I'm the one who decides how the Avengers operate. My team, my rules." Tony said before Cap sighed.

"I can't be on a team where I don't trust the leadership."

"What are you saying?"

Cap then dropped his Avengers card on the table. "I quit the Avengers."

A Week Later; Night, Roxxon.

The Super-Adaptoid broke into the Roxxon building before being hit by two laser blasts.

"You're stealing Roxxon stuff? Really? Everyone knows Stark Tech is so much better." Iron Man said before everyone sans Captain America ran inside.

"Is it just me, or is the Adaptoid way creepier now that M.O.D.O.K. isn't controlling it?" Hawkeye asked, shooting an arrow at the robot.

"Yeah. Big baby heads tend to take the 'deadly' out of deadly android, Hawkeye."

"Not today, machine. Nor any day." Thor yelled dropping down as Hulk grabbed the robot and punched it into a pillar. "Time for a real strategy, Hulk. Your punches have no effect." He shot lighting that the robot absorbed before its hand turned into a copy of Mjölnir.

"What'd you say about my punches?"

Falcon flew over and blocked the robot's lightning before Shinobi hit it with a Rasengan (Spiraling Sphere.) "You're welcome."

Falcon threw several flechettes that went through a hole the robot created. "Okay. That's new."

"Adapt to this, robot!" Thor yelled as the Adaptoid threw Hulk into Naruto throwing them down the hall.

Naruto got up and caught Widow who was thrown before seeing the robot change to have Falcon's wings, two bows, on one hand, Mjölnir on the other, and an arc reactor on its chest.

"He can transform to counter all of our powers."

"You started the party without me?"

Naruto turned to see Spider-Man swing in and punch the robot. "Never fear, party people. Your friendly neighborhood Spider-Man brought the punch!"

"What? Cap left, so… Spider-Man." Iron Man said as the others minus Naruto looked at him. "He's Naruto's teammate."

"I usually support your crazy ideas, Tony. But Spider-Man? Really?" Hawkeye asked as Spider-Man landed.

"What's so crazy about that?"

"So, Iron Man, on what planet is web-head here a good replacement for Captain America?"

"He's actually as strong if not stronger than him," Naruto stated, having the others look at him. "He can lift almost 10 tons but holds back and actually pretends to get hurt in fights so as not to kill his enemy."

"Did he just say I replaced Cap? Did Cap quit? Where is he?" Spider-Man asked as Iron Man looked over

"Probably out hunting Ultron."

"Whoa, whoa, whoa, whoa. Hold the phone. Ultron's back? Ah, nobody tells me anything." Spider-Man said as Naruto sighed.

"I'm telling you now."

"Besides, Cap's gonna have a tough time on that hunt since Ultron's right here." Iron man said as the Adaptoid's head turned into Ultron's.

"You have tracked me for the last time, Stark."

"Really wish we had Cap's shield right about now."

Suddenly, Captain America dropped down in a new uniform and hit Ultron back. His new outfit is all light blue with a white star on the chest with white stripes on the side. He also has a new shield that's light blue with the circle around the star being dark blue.

"Cap? You're back?"

"Not back, Falcon. S.H.I.E.L.D. 's here to protect Roxxon's government assets." Cap said to Falcon before Spider-Man pointed.

"No, Cap! Your other back!"

Cap was then hit by Ultron sending him back to the others. "Ultron in Adaptoid's body? Did you know about this, Iron Man?"

"'Course I did."

"'Course you did? You led us in blind?" Widow asked, looking over at Iron Man who looked over his shoulder.

"Roxxon's RD was the only logical step toward Ultron's tech domination. He's here for the army."

"So, what you're saying is, you didn't brief your team before a mission? Yeesh. Isn't that, like, leadership 101?" Spider-Man asked before Naruto dropped beside him.

"This is like when /harry was taken over, Ultron took the body of a gift Tony's father made him.

"Anyone with long-range capabilities, use them," Cap said as he landed beside the group having those with long-range attacks/weapons to attack Ultron.

Widow was then hit back with a shock charge before Iron Man spoke. "Hulk, Thor, wipe the floor with him."

"I'd prefer to destroy the floor with him."

"Hulk doesn't clean."

Ultron grabbed the hammer and Hulk's fists. "Your attempts at humor in the face of your inevitable demise are so predictably human." Ultron taunted before shocking them both.

"Captain America to Jump Team. Do not engage. I repeat. Do not engage." Cap said into his comms as Iron Man landed and shot missiles.

"I knew you'd come crawling back to us sooner or later."

"Take this seriously… Or else you'll miss what's right in front of you. Get it together, Stark."

"Is it just me, or is Cap angrier now that he's not on the Avengers?" Iron Man asked as he was hit back before Widow spoke.

"Not as angry as I'll be if you leave us in the dark again. We're a unit. Act like it."

"Oh, so you're on his side?"

"Just on the right side."

"Anyone else have an opinion on how to lead the team?" Iron Man asked, hovering up by Spider-Man before flying off. "Time for the ultimate irregularity, kid. The secret weapon."

"Secret weapon? Can I use it? Please, please, please, please, please, please…" Spider-Man asked before being thrown by Hulk

"The secret weapon is you. He's adapted to the Avengers, but he doesn't know your powers."

Spider-Man then started webbing the robot up. "Hey, what's ugly and metal and webbed all over?" Hulk then punched Ultron away at that.

"Hate riddles!"

"Good work, soldier."

"Cap likes me!"

"Quick, while Ultron's occupied, time to take out the tech he wants to download himself into," Naruto said running over. "Thor?"

"Never let it be said that Odinson does not know how to make an entrance," Thor said as he hit a door revealing a large tank.

"Industrial chemicals? Ultron needs robots, not an overgrown chemistry set."

"Maybe he's applying to a college with a good chemistry program, huh? Program? Get it?" Hawkeye joked before Naruto sighed.

"Isn't one Spider-Man enough?"


"Jarvis, scan for robotics."

"Scanning, sir. No signs of robotic engineering in this building, however, mechanized automatons are in the vicinity and incoming." The A.I said as the others joined up with them.

"Incoming robots? Ultron set us up. Everybody, brace for it!"

Hulk was then thrown into the group that before Naruto got up to see Ultron flying in and spoke in Cap's voice as his lights turned green. "Captain America to Jump Ship. Target is down. Come for cleanup." He then turned to the Avengers before speaking in his regular voice. "I've hijacked your communications up-link, Captain." He said before S.H.I.E.L.D. agents dropped down and started shooting him. "Thank you. This was exactly the help I was looking for."

"Oh, no. Are those what I think they are?

"L. ?! Steve really?" Naruto asked, looking over at the war hero. "You had robots, something Ultron can TAKE OVER to look for him. That was fucking stupid."

"Whoop he said a bad word Cap," Spider-Man spoke up as Ultron took over the L.

"Thank you Avengers for giving me the army I need."

The Avengers then started to fight the robots, having Naruto and Falcon slice several as Hulk crushed others. "Now that it's painfully obvious Ultron's attack on Roxxon was a ruse to get SHIELD L. , you have something else up your sleeve, Cap?"

"Got to admit, Iron Man. I kind of sort of regret answering the phone when you called." Spider-Man spoke as he was back to back with Cap and Iron Man.

"Kid, you were the only natural choice to fill Cap's boots, because Adaptoid can't mimic your spider-sense or the chemical compounds in your webbing."

"This facility has served its purpose for me. It will now become your tomb. "Ultron said as he fired at the tanks, causing the building to collapse.

A moment later, Hulk and Thor stood out of the wreckage. "Where's everybody?"

"Any time now, guys!"

They looked to see Spider-Man and Cap holding a ceiling over the others before Hulk and Thor helped them out. "Thanks for leading the charge and making the save, Spider-Man."

"Uh, why isn't he attacking?" Falcon asked as Ultron hovered above them.

"Well, maybe he's trying to make a wish on that star." Spider-Man joked before Naruto spoke.

"It's not a star. Hawkeye, EMP arrow, now."

"With pleasure."

"That thing's the Tri-Carrier," Cap spoke before Naruto spoke up through his comms to Fury.

"Fury, stay there, Ultron's here!"

Hawkeye then shot his arrow hitting Ultron, making him small. "A small victory, however, small victories do not win wars. Prepping Arsenal upload data transfer.

"Arsenal? Where? Where is he?"

"Quit Adaptoid root program? Confirmed." Ultron said before Falcon spoke up.

"He's transferring out of Adaptoid to his Prime Body in Arsenal."


"Sir, the Tower is..."

"Avengers, to the Tower. You can sit this one out, Cap. This is our problem." Iron Man said as he hovered when getting the info on the tower being attacked.

"Ultron's a world problem."

"What are you gonna do? Bring in the Tri-Carrier that he can take over?" Naruto asked, crossing his arms. "Seriously Steve that was stupid especially with you going on about how dangerous Ultron is."

Avengers Tower.

See? Results."

Iron Man said as they walked in to see Ultron in a laser cage after explaining he lured Ultron to it for his suits.

"You risked your entire Hall of Armors without even telling us? Are you insane?" Widow asked before Naruto raised a hand.

"Did you forget, Steve here having L. and the Tri-Carrier nearby, that thing can target every person in the country and kill them?"

"Stark set a most impressive trap. I fail to see the problem as well." Thor asked before the building shook.

"Jarvis, tell me that was just an earthquake."

"Is it ever, sir? It's Ultron attempting to access."

"Impossible. We have him right here…" Iron Man tailed off as the Ultron turned off showing an L.M.D. He sent an L.M.D."

"Steve, I'm blaming you!" Naruto yelled before Iron Man flew up before they heard his voice over the comms.

"Jarvis override Control to Tower Defense Armor and go offline."

"Affirmative, sir. Good night." The A.I said as the other armor's lights turned red.

"Any chance menacing red lights are a good thing?" Spider-Man asked before Naruto pulled a scroll and looked at Falcon and Iron Man.


Naruto unsealed a bunch of EMP grenades before the two flew out of the building just as they went off shutting down the suits. "Falcon, you know the systems better than anyone," Cap asked over the comms before Falcon flew back in. "What's our next move?"

"Shield me. I'm gonna attempt to override Ultron's backdoor access. It's risky, but..."

"No. Enough with the risks. There has to be a more viable way."

"Like using L. ?" Naruto asked, having Cap look over. "Yeah, I'm not letting that go."

"The Avenjet too?" Iron Man was shot back into the room before hearing Ultron getting access to his satellites.

"He's gonna drop my satellites out of orbit, right on top of the world's biggest cities."

"How do we stop it?"

"I always have one more trick up my sleeve… The Last Protocol."

"More secrets?" Cap asked looking over as Widow looked at him

"You surprised at this point?"

"Trust me on this one, guys. "Iron Man flew into a hole on the floor before the building started blowing up.

Later, the group looked at each other in the wreckage of the living room. "No sign of Ultron. Told you I could stop him."

"You fried everything in the tower? Jarvis? All of it?" Falcon asked Iron Man

"Everything in the entire Stark Network, except the armor I currently have on. It was the only way to make sure Ultron was purged completely."

"Wow. You've destroyed everything you've spent your life working for."

"Not everything. Still have my team."

"This is exactly why I left," Cap said, turning around. "This is the result of your risks, Tony, and I for one can't be part of it."

"Buildings can be replaced, same for his armor and tech," Naruto said as he leaned against the couch. "I don't care if things get destroyed as long as it'll save the people by doing it," Naruto said before Spider-Man dropped down.

"Okay! Enough! Are you kidding me with all of this? You're the Avengers. You lead like Hulk at a high school prom wearing two left shoes." He said to Iron Man before looking at Captain America. "And you! You can't just leave your team. You're Captain America! You're the man that taught me that a team's sum is greater than its parts. Although Naruto was right in bringing robots to take out Ultron. Aw, forget it. Sorry, Tony, Naruto. Good luck leading Earth's Mightiest Dysfunction."

He then swung out before Cap looked over. "Spidey's right. I can't just leave my team. Not in the hands of Tony Stark. Who's coming with me?:

"I can't stand by a commander who can't stand by his troops. I'm with Cap." Widow said as Naruto sighed.

"I'm not, I refuse to work with Fury who sees me as a pawn, not a person. Tony may keep stuff secret but he doesn't jeopardize my life. Like they did yours on our first mission together."

"Don't you lead-"

"Yes, I train my team, but I work with Fury, not for him." Naruto interrupted his girlfriend before Hawkeye spoke.

"You wanna play by the book, Widow? Fine. But Tony and I write our own books."

"Stark Tech is the greatest system I've ever had the pleasure to work with. But you lost it all because you couldn't see past your pride. I'm out, Tony." Falcon said, walking up to Captain America.

"Shall we?" Thor asked Hulk who before bumping into Hulk as he walked to Tony while Hulk to Cap. "Warfare follows no rules, and nor does Stark."

"Falcon has the cookies."

"So, I'll… I'll see you around then."

Later, the Avengers stood at the window not noticing Ultron watching high in the air. "Phase One complete. Avengers disassembled."

To Be Continued.

A/N: Thanks for reading and let me know of any mistakes.

The Poll will now stay up at least until we finish s3 of the show as I would like the top to be at least 25-30 votes ahead and the top 3 are around 3-5 from each other at the moment.

And to those that celebrate it, I hope you have a safe and Happy Thanksgiving.

Next to be updated will be Shinobi as I'll go back to updating in publishing order.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.