Hey everybody, i decided to show something a little different this time, since I'm a fan of the Age of Ultron film coming soon, I thought of doing this. please enjoy and have a good day.

Disclaimer: The rights of RWBY belong to Rooster Teeth, and Avengers, or any of the characters belong to Marvel. I'm just a fan.

The night sky had covered up everything in the air, but not completely as the snow continued to fall down to the earth at incredible speeds, landing softly on the ground and covering up most of the area around it. This was in the district of snow as it has been continuing for about a few weeks, almost heading to a record of a month, this didn't bother the Atlas military one bit. There was a base on the mountain plain, filled to the brim with a lot of armory to serve among the ranks, this was where many of the soldiers started to form up their machinery and artillery and set up some useful plans for the enemy they are up against.

The base had a few airships parked on the docking area, there was even a few Atlesian Paladins inside the main area of the base, some people had begun to experiment on them for better advantages in the near future, and modded some of them with upgrades that were designed for success. The base was guarded by a forth corner of a wall, complete with energy turrets that were placed on top of the podiums to shoot out any aerial hostiles, turrets were also present on the small poles down on the ground for an extra boost.

There was also something "classified" in there that was kept in a vault stored in the main chamber room for good purposes. While they actually didn't need to worry about it, General James Ironwood wanted her to be kept there for a good purpose, and that purpose was to protect her. Inside that vault was the android Penny, she was being kept there for the time being and the only thing she can do was stand still for the moment and come out at the right time.

The vault contained a couch, a regular seat that was in front of a table, a television for her to watch, but she rarely ever does watch the programs it contained, and there was a wallpaper with an Atlas soldier showing the salute signal, and no place was completed without a regular bed. Penny didn't complain about this current situation, she thought that she would be okay adjusting to this room despite the terrible quality and the bad arrangement. For now, the android was lying on the bed, where she could think about her recent events she had in Vale, even think about her best friend Ruby.

While Penny was being monitored carefully, this kept Ironwood in a safe mood. The command center was where he was at, where most of the soldiers could check on the security feeds and inspect on the local area, also to check on any of the panels on the board. Ironwood walked over to it where two members were working on some of the systems.

"How's everything?" He asked one of them.

"Everything seems to be functioning normally sir," The left manager said, "The systems are in place and all of our stations seem to be working."

"That's just what I like to hear." This was good enough for the general himself, Atlas was working hard to achieve their goal of protecting the good people since the Vale invasion. Ironwood was hoping to accomplish the safety of the world for everyone, this world needed to be saved from any kind of evil from the White Fang to the Grim, this will be accomplished for the greater good.

As the two managers were about to continue working, something began to beep out loud, the sound of the beep was rare and this caused one of them to look at the radar. The radar showed their exact location, but there was a small dot at the top edge of the circle, alerted by the line that circled around it like a clock. The light green dot had began to come in a little closer but not at a fast pace as of the moment.

"Uh, sir?" The manager replied, "We got something showing up in our radar." The general walked over to them again and saw the radar's signal tracking something, it was trying to get a little closer to them, but it was not going to reach them at this speed.

James backed away and put up a speaker microphone, "Echo 26, do you have a visual on an unknown object approaching us?"

"Yes sir." A sniper was on the podium and could see through his sniper scope an unknown object approaching the base, but it was not close to them in any perspective.

The object was in fact a robot instead of a regular kind of Grim or anything like that. The Robot was in it's form of a metal-like armor and it was now halting it's course and floating in mid air by it's thrusters, the unknown machine took a look at the military base before it, watching some of the enhanced equipment. The red eyes of the robot took a long look at the base before it had made it's decision on it.

He turned his body around and gave out a signal that involved him moving his hand forward out at the background behind him, he was expecting more of his kind to come.

"Should I shoot it down?" The sniper replied with the trigger finger ready in case the call was made.

"Hold on soldier, it doesn't appear to be much of a hostile." Ironwood kept a careful eye on the radar, and then switched over the call, "Attention all units, be on your guard. We may need to be prepared for hostile activity," The turrets had made itself turn over to the area in front of the base and armed itself to fire in case of any hostile activity from this unknown robot thing, there was even a target lock on it for extra measures.

The general noticed that the radar was acting up again, there was another dot slowly moving right past the other dot, and then there appeared another one. They quickly realized that the robot was calling in back up, and the kind that doesn't hesitate to destroy things. "Fire!" The sniper obeyed the order and fired out a bullet right at the incoming ally, it hit it's head and it fell down into the abyss which was like a hundred feet fall from here.

The other floating robot didn't care for it's ally and then right behind it, there began to appear a few more others that shared it's appearance. Ironwood walked away from the panels.

"Sound the alarm! This base is about to get attacked!" He headed to somewhere and kept a pistol close to him just in case, the managers pulled a switched and this caused the alarm to raise through the entire base. Meanwhile, Penny's train of thought was halted when she heard the alarm from the outside of the vault, she turned her head towards the corner of the room and got out of her bed.

"What was that?" She asked herself, looking around when the red lights of the alarm began to show around the place, bringing out a few questions for the Synthetic Being.

The outside of the base was already being guarded, so many of the forces that were on the ground were already prepared for such things like this. Some of the Paladins down there had been activated and they turned their heads over to the open area of the base and fired out their guns at the incoming fleet of robots, the blast of energy had taken down two at once, but more of them were about to be unleashed as they started flying out of the darkness and headed over to the base to infiltrate it.

The turrets had began to fire at the robots as well, and although they were getting the upper hand, the enemy was multiplying fast from the shadows and began to fly out at them from the dark snowy environment. The soldiers and the machinery were now getting ambushed as the robots that got the head start had went through the line of defense and attacked the Atlas soldiers head on. they charged at them and ended up bringing them down on the snowy ground, some of them had even began to try and attack the Paladins to gain a better strike.

The paladin knocked out about three approaching robots before more flew right at it and grabbed the side of it, clinging on it as it tried to move them off, the robots were able to climb right over to the cockpit of the machine and grab the opening hatch to pry it open. The Atlas soldier pulled out a pistol quickly and fired out at one of the robots that tried to get him, the robots had a different color, blue instead of red.

The bullets were hitting it head on and deactivated the enemy, but the other one avenged it's ally by grabbing the soldier and throwing him out on the ground and attack him head on. The Atlas soldiers now had to rely on the best weapon possible, "Call out the Knights!"

The Atlesian Knights had emerged from the ground and armed with the rifles of Atlas and the enhanced mobility, they were perfect for fending off against the unknown threat. They began to run at the field and fired their guns at the air to dismantle the flying robots, they were so far able to get some of them while the others had begun to attack some of the main defenses to have a better chance of winning.

The robot with the red eyes had floated over the battlefield and watched the Knights attack the allies it sent. "You can't win by creating something like this," He said to no one in particular, "For you might not see what can happen if it's controlled." The robot headed for the Knight, but didn't get to close, and instead it's mind was transfered. The robot's eye color was changed to blue and it averted it's course and head back on the battlefield, The Knight was suddenly hacked from the inside and it turned against it's allies by firing the gun at the other Knights, most of them had caught notice of this, and they fired at him, but he had the upper hand easily.

The hacked knight ran to one of the knights and fell on the ground with it, the mind was moved towards another standing Knight and it was able to hack the systems and cause it to fire at the other allies. Being able to control freely with it's durability, it started running to the inside of the base and stand over a panel which activated the doors of the base, and then let some of the allies of his origin head in there and attack.

The Atlesian Knight had moved on and headed over to the upper area of the base and went to the control center, realizing that no one was around, they probably evacuated beforehand. The knight caught it's eye on the security systems and noticed that there was a girl inside what was known as the Vault, she was nervous about this infiltration caused by the enemy. The hacked Knight had an idea with this girl so it began to move over to that location and see what it could do with her.

The vault was trying to be opened by two Atlas soldiers who were putting up the code on the vault, the knight approached from behind and grabbed the first one and slammed his face on the metal surface, and threw the other one over at the distance. This was lucky for him as the vault had already been opened up, so it pulled the vault door and approached the girl.

Penny noticed the knight coming to her, "What is going on?" She asked, but although it was expected from the knights that they didn't had a voice modifier, but this one suddenly did.

"We are trying to do what we were made to do." The knight walked closer to her, and she backed away, not believing that she heard this thing talk. "Are you Penny Polendina?"

"Y-yes sir!" The girl looked around and the knight was coming towards her, "What do you want?"

"You were created for peace, weren't you?" the knight's voice was a little haunting for her, "You want to save this world?"

"Yes. What do you want from me?" The android was feeling nervous as this Knight came a little too close for her and grab the head of the girl, she flinched a little and pushed it off of her. The dead knight fell down on the ground and this made Penny a little calm, before suddenly realizing that the unknown robot's voice had already reached to her head.

She felt her head glitch out a little and she fell to her knees, feeling herself in a different form, she was being hacked. She had a tight grip on her as the unknown robot had begun to attack her mind, to that enemy, it was a new kind of form that would be useful on the campaign of peace. "AAAHHH!"

"There's no need to worry Penny, I'm going to help you." The voice had said to her, Penny could feel her body being taken over by this unknown force of evil that wanted her. "I will have you ready, this is your time to save everyone!"

"Stop doing this to me!" The android was freaking out to whatever this thing was, she was being hacked and there wasn't a good way to prevent this from happening. "Who are you!? Why are you doing this!?"

"I am a program created by Tony Stark, I am a program created to save the world, I am Ultron." Penny could feel herself shutting down, and feeling some of her parts being rebooted for a sole purpose.

"NO! DON'T DO THIS! NO!" Penny cried out for help, but she stopped yelling, and opened her eyes. She stood up and took one good look at herself before she understood what to do. She gripped her hands and walked over to the side where her backpack was, so she grabbed it and put it on as she headed out of the vault.

The android had moved over to where some of the fighting took place on the inside of the base, there was the side where Sentinels were being attacked by the Atlesian Paladins and the Knights, and even some soldiers. Penny jumped right into the fight by jumping up and then landing right between the Knights and Paladins. The backpack had unleased about a few swords controlled by wire, allowing her to be able to use it freely.

She let the swords spun around and brought down one of them on the robots trying to attack her, only the bullets were able to pierce the skin. She brought up the trio of swords and sent them at three knights, hitting the chest and pushing them towards the wall, she received the swords again by pulling them towards her. She took no notice of the Paladin as it fired at her back and she was sent a few feet away from her last position, despite taking that damage, she was not destroyed.

She got on her feet and threw out two swords against the machine, the two offensive weapons hit the arm and with incredible force, she pulled them towards her and the left arm was detached from the Paladin. This caused her to jump and land on top of it, she opening up the cockpit and pulled the pilot out of it. She then noticed that there was another Paladin trying to hit her so she threw four swords at it and then she tugged on the wires and she was pulled towards the machine.

Penny was able to land in front of it, and use one of the swords to stab the front of the machine, before she can cause more damage however, the paladin was shot in the face by another one, the destroyed machine fell on the floor, but Penny was still standing, she turned around and was immediately met by more bullets at they tried to hit her, She let herself use the swords together and they began to rotate in a circle formation as she let the swords change into a gun and charge up a little.

The bullets were weighing her down, but the charged attack she would launch had already finished charging and she brought a large laser that attacked the soldiers and the Paladins, destroying everything in it's path within the next few seconds. Thanks to that, much of the Atlas military base was crippled within that moment, but she was not out of this yet as she knew there was more Paladins and soldiers behind her. She quickly charged at them and jumped when they started attacking her.

"Come on Sir!" One of the two soldiers was helping Ironwood get out of the base by running for the airship. The general looked back at the base to see that there was a lot of flames being scorched from the top, some of the unknown sentinels had already taken down most of their best men and systems, but there was even more to come as the back of the base had suddenly blown up thanks to some unknown cause and this made the three men get pushed on the ground by an incredible force.

Ironwood scrambled over to his feet, but then was stunned when he saw the escort vehicle getting pulled over by a few swords and was pulled by the side as the airship fell down on the base and exploded within the next second, the wings were left and they were being sent out of the base area and the parts of it flew out at the open area, the explosion had died down and it all left a base that was now in flames.

To make things even worse, Ironwood realized that there was a Sentinel that had landed behind him was watching him, Right next to him was more Sentinels and they immediately surrounded him in a full circle. One of the Sentinels in front of him looked behind to see who was coming, so it moved away and there appeared a person coming out of the flames.

Ironwood pulled out his pistol and fired at it, the bullet must've hit the face because that person felt it, but it didn't stop moving. Two sentinels grabbed both of his arms and left him to watch the ominous figure approach him.

"It's just like you said." the voice of the figure was a cross between a girl and a different eerie voice altogether, "One day, it will be my job...It will be my time to save the world...It will be my time to help the people...It'll be my time...to create peace." The figure was getting closer to him, and James Ironwood was left speechless.

"Your kind of power can't do what it can do, I can be the only one who will be help this world from destroying itself...No longer can I just let this all go into your hands. I'm the only one who can do this for the good of the world. The only path humanity wanted to take was peace, and that will be the day when I get to save this world. Today is that day."

Right in front of Ironwood stood an android, now filled with the mind of both herself and an Artificial Intelligent mind from an unknown creation, The legs of the girl was peeled off to reveal metal parts that enabled her to walk, only the shoes were untouched, but the snow was there to cover it a little, The dress was still on her but some of it was torn apart and shown in cuts, the backpack she carried was no longer present. Her right arm was mostly damaged as the entire hand was broken and detached from her body, the left arm was still intact but it was a bit broken, it wasn't malfunctioning well enough for her to still use it.

But those scars and detached robot parts were nothing compared to her face, The once normal human looking face was slightly torn into a major cut. The face of the android now had a crack on the left green eye, it's light was blinking over and over. The cracks were also present on the other side of the face, including the right side, and the right side had an even more haunting look. The right eye that was always shown was now gone, and the crack was large enough for anyone to see another eye in there, but instead of a regular robot looking eye, it was an eye with a red color that had brighten up most of her systems.

"I will help the people." Penny chuckled, but the Ultron voice was also present in her vocals, both of them were now speaking. "I will bring peace."

"I will save the world..."