The others could see the strain on Rachel's face.

She had thrown a telekinetic shield soon after the building was assaulted by a jade hued Captain Marvel. The Maestros and Ultrons had begun hammering away and the pressure nearly made her skull split.

Peter activated a Marvel Knight "yellow tape" field around the group so they wouldn't be spied on, also flicking on an SOS alert and praying the signal wasn't blocked.

Hank Pym dropped the energy shield around himself and Valeria. He pulled out a small box that had been shielded from scanners and enlarged it between the heroes. Pym, McCoy, and Hulk began pulling out equipment.

Peter was about to address Rachel but his brother beat him to it.

"As soon as you can", Kaine demanded of the redhead, "grab the girl and get her out of here."

Rachel cracked open an eye to focus on the Scarlet Spider. Her teeth were gritted and she tried to argue.

"No. You need to get her out of here. You're one of the most powerful people here. As many hits as that energy field has taken, I'm sure you can punch a hole through."

She weakly shook her head until Kaine gently but firmly held her still to look her in the eye.

"She shouldn't be here. YOU have to get her HOME. THAT is the most important thing right now."

She looked like she was trying to set him ablaze with her glare but finally gave in.

The Scarlet Spider turned to the others when Peter shoved something into his hands. Peter guessed the blank stare was of surprise.

"We're like the nerd scouts", Peter told him. "We're always scientifically prepared."

"A healthy dose of paranoia and foresight will do that to you", Pym commented while suiting up.

"And a few late night contingency meetings", McCoy added.

"You guys PLANNED for this?" Spider-Woman fiddled with a device that was handed to her.

"Not for this in particular", Peter informed. "But, you know." His suit fitted into place.

"We're flexible."

}8{

The army of gamma mutates and androids were temporarily blinded by a flash from the yellow bubble. Visual compensators dimmed immediately, but were a fraction too slow to avoid the dazzling onslaught.

Rachel rocketed out through the roof holding Valeria. The Banner tech shield covered them both and allowed Rachel to focus completely on getting them the heck out of Dodge. Outside viewers would later claim a bird of fire erupted from the egg-like field and flew to the Baxter Building.

In the chaos of her departure, the others made their move. They split up, Peter and Scarlet Spider chasing Stark while the villains chased their respective enemies. Spider-Woman followed Beast closely.

Three Maestros took a deep slash from the Hulk, armed with a sword and glowing shield. The three fell back to heal, but the wounds remained open and gamma irradiated blood dripped to the floor. Other Maestros tried to hammer blows on the younger upstart, but the shield blocked the hits and left them feeling slightly winded. Hulk roared and proceeded to fight with overwhelming strength and finesse.

-Flashback-

Peter and the Hanks watched Hulk fight off some gamma mutates the Leader had allegedly pointed at him. They were pretty confident that Hulk could take them, but he was receiving his own mountain shattering hits in the process.

"There has to be a better way to do this", Pym said mostly to himself.

"What? You want to get big and wrangle them up like toddlers?" Peter took a sip from his coffee. Pym's jet, parked well out of the way of the fight, had a decent coffee maker.

"He would be a braver man than you or I", McCoy remarked from his seat on top of the jet.

"No", Pym snorted. He had quickly gotten used to the jokes and quips from the two. "I mean, there has to be a better way for Hulk to defend himself other than trading hits with monsters."

"I think our angry compatriot rather enjoys himself." The blue man's point was enhanced by the battle cry of the Hulk.

"Until he doesn't", Pym tried to elaborate. "Until there's another Abomination, or Red-Hulk, or some other gamma spawned baddy who has a chip on his shoulder comes gunning for him. WITH the strength to back it up."

A meaty thud was heard by the group and a trench dug by a flying body was dug near their site. A second later the Hulk landed next to his victim and dropped the other two he carried by their legs. Hulk walked to the group, inwardly somewhat pleased that they did not flee from him, and grabbed a round cooler full of ice water nearby and guzzled it down.

"Let's ask him", Peter dropped from his perch on the side of the jet without spilling a drop and approached the green behemoth. "Yo, Hulkster!"

Hulk twisted the lid back on the cooler and addressed the Spider with a grunt.

"Say you got a date and you don't want to show up all dirty", Peter began much to the Hanks' horror, "you wanted to take these guys down without getting scruffy. How would you do it?"

The rage threatened to build in him, but the small voice of Bruce Banner reminded him that that was Peter's way. He joked and quipped and wasn't purposely trying to annoy him.

Hulk took a breath to chase away the anger and gave it some serious thought. His massive hand tingled and he flexed it, remembering better times on a faraway planet.

Peter took the silence as the Hulk ignoring him. Well, he got to quip at him and didn't need to run for his life. That was always a win in his book.

He was halfway turned around when the Hulk gave his answer.

"Sword."

"Eh?" Peter spun around again and the other two paid closer attention.

"Sword", Hulk repeated, not used to saying things twice. "Hulk used sword before. Hulk was good with sword. Sword have reach Hulk's fist does not."

Pym and McCoy turned to each other and discussed the revelation.

Peter cracked a grin at the big guy. "Alright buddy", he nudged the Hulk's arm with his fist in a show of comradery and walked over to the others.

Hulk's perpetual scowl lessened slightly and small chuckle shook his frame.

After reverting back to Bruce, the four discussed ideas about arming the Hulk.

Plans for a carbonadium sword that could emit negative gamma rays was drawn up along with a powerful gamma siphon that could power an energy shield.

Bruce could hear the Hulk's chuckle in the back of his head several times. That turned to a howling laugh when Bruce thought Abomination wouldn't know what hit him next time.

-End Flashback-

Using his gladiator training from Sakar, Hulk weaved in between the Maestros and slashed with his "Hulkbuster Sword". His "Hulkbuster Shield" flared a deep jade from the gamma energy it sucked from the Maestros' attacks. Those cut were left cradling open wounds and stumps that could not regenerate from the effects of the carbonadium and the negative gamma rays weakening their flesh.

Hulk roared again and he and Bruce vowed to end the Maestro, no matter how many there were.

}8{

Pym had suited up and joined the fray, but could not attack with reckless abandon like the Hulk.

Several time duplicates of his "son" were assaulting him and possibly would have done serious harm had he not prepared for a similar scenario.

One-on-one with Ultron was inevitable. One-on-legion? Well, Peter said it best.

They were flexible.

Pym shrunk instantly as a group of Ultrons dove for him. They already thought and planned for his every move a hundred steps before he made them. They were corralling him, maneuvering him to their liking. His only advantage was his new capabilities he developed away from prying eyes. And hopefully a secret weapon to stop him.

-Flashback-

Hank was INSPIRED.

He could barely remember a time when he felt this motivated, this full of energy.

Bouncing ideas between himself and Tony or Reed had long since lost its luster. They were too rigid and seemed to hold themselves highest in the scientific community.

But this group of brilliant outcasts?

Occasional coffee with Bruce and McCoy was great. Adding a wildcard like Peter to the mix, just made everything more volatile and exciting.

And once their informal little gatherings became more like an unofficial Avengers "think-tank", the ideas really started to fly.

Peter especially seemed to crank out off the wall theories and provide a completely unexpected point of view.

Forget that Spider-Sense, his real power was being underestimated.

And his stories of Totems and a war with vampiric dimension hoppers who fed on Totemic energy was highly enthralling.

It made him think of his own "totems".

He had gone by many titles over the years. Ant-Man, Giant-Man, Yellow Jacket, Goliath, Wasp, Scientist Supreme, and others. They each fit him for a time. But as he changed, the alter-ego changed with him.

He wouldn't delude himself. He knew he had problems. He made mistakes. And forging new identity after new identity now seemed like escapism. It was Yellow Jacket's fault, not Ant-Man's. Goliath had the accident, not Giant-Man.

The superhero ruined his life. Not the scientist.

Ok, now he was depressed.

Being a superhero was one of the most exciting and rewarding events of his life. It also accounted for some of the worst. If only he had stayed a scientist instead…

But science produced Ultron. His famed Pym Particles produced negative mental effects under certain circumstances. Maybe he would have been better off being more "average".

Hank stopped pacing in his lab and sat down.

What-ifs and could-haves wouldn't help him now.

"Hank?" The call startled him.

He looked to a nearby monitor and saw the digital image of Jocasta, Bride of Ultron. Well, hopefully ex-wife of Ultron if he could stop feeling so sorry for himself and get to work.

"I'm ok Jocasta", he waved away her concerned tone. "Just lost in thought."

Her form, digitally uploaded to a closed mainframe and hooked to a large monitor, frowned slightly. "A little more than that it looks like."

She came to him to hopefully rid herself of the connection Ultron made with her, in a "ceremony" officiated by Hank himself. Another tally on his long list of mistakes.

"You'll find a way Hank, I believe in you."

The simple declaration humbled him. He wasn't Cap, Tony, or Thor. People just didn't BELIEVE in him. Left to his own devices, he was usually a screw-up.

But, he looked to the monitor. Looked at Jocasta's digital countenance displaying concern. He looked to his workbench where he was inspired to create.

Didn't Peter recently go through this? Not to mention Bruce and McCoy at various points in their careers.

Pym was NOT alone. THEY weren't alone.

Hank picked up his modified cell phone and sent a few messages. An hour later Bruce, McCoy, and Peter were shrunk down into his secret lab bearing takeout and ideas.

-End Flashback-

Pym wove circles around the gaggle of murderous androids. His new suit, more tactical than any previous, sported a red and black color scheme on his own "Wasp" design.

An electronic "nudge" made him break a hard left to avoid a skyscraper sized metal leg from crashing down on him. They had spent a few nights reverse-engineering Iron-Man's version of Spider-Sense and Hank implemented the design in his new Ant-Man suit.

At his mental urging, a swarm of metallic insects rose from the forgotten armory box and descended on the Ultrons. The various faux ants and wasps tore tiny holes in the exteriors of the Ultrons to wreak havoc on the inner circuitry. Once discovering what was happening the androids emitted an improvised electric field to shut down and repel the swarm.

From his post on a jutting piece of ceiling, Ant-Man scanned and observed. He'd only get one shot at this, and it had to be perfect. He had to find the Ultron of "now" and not one of the time duplicates.

Listening to his advisor, Ant-Man dove back into the fray. At the last second his little wings halted his fall and he slipped into a hole that had been opened in an Ultron.

He moved toward the core, noting that Valeria adapted a design of the original Human Torch, Jim Hammond. It was remarkable that the child could build a body such as this while hiding it from Reed Richards. It was a little shoddy in some places, but that had to have been from sneaking pieces and equipment around.

He checked his mental map as well as receiving directions from his assistant. The structure was still fairly similar to the Vision's early design that he felt he knew his way around given the repair work he did on the android Avenger before.

The sporadic movement of Ultron was dangerous and tended to hamper him slightly, but he managed to find the center of this Ultron's being.

Valeria seemed to have built what was basically a large flash drive, about the size of a human heart, which could digitally receive and contain her "friend".

The voice in his ear gave the ok and he quickly began to work. Equipment was enlarged from his pouches and secured to the floor. The jarring movement had ceased a few moments previously so Ultron had to have realized he was there by now.

On cue a modified hologram appeared beside Ant-Man, depicting Ultron in his classic form.

"What do you hope to accomplish father?"

Ant-Man kept working, moving this and that and hooking various cables to Ultron's "heart".

"Destroy this body", Ultron spoke in that robotic, detached voice of his. "You know my programming can and will find another vessel. You would simply be delaying the inevitable."

The scientist began turning his devices on and continued to ignore the hologram.

"Even if you could", the menace questioned, "Would you delete me? Would you rid the world of me your greatest creation?"

Ant-Man pulled his goggles back and looked the hologram in the "eye".

"Some part of me will always consider you my son, despite the atrocities you committed", Hank admitted, thumbing a detonator in his palm. "Just like any father, I feel you ARE my greatest creation. And my greatest responsibility."

"You've been a bad boy Ultron", Hank announced to the stoic A.I. "Consider this a time out."

As the detonator was pushed, all Ultron knew was chaos and disorder. This new weapon of Pym's was actually purging this body of his "self". Feeling himself emptying, he ran the calculations of what his father's endgame would be. Ultron would always exist. He was information. Deleting his programming from this body would be like downloading from the internet onto a data stick and then wiping it, expecting the data to be removed from the web as well. Hank Pym was far from a stupid man, but Ultron could not predict what purpose this action would serve.

"Ready Jocasta?" Hank asked his invisible passenger. A light shined from one of Hank's machines and a hologram avatar of the bride of Ultron appeared.

"Ready", she informed him, sounding as if in a trance. "This vessel is emptied. Core programming locked on. Commence universal zip file."

Ultron examined his surroundings. He had essentially traded places with his errant wife. Jocasta inhabited the Richards child's creation while he existed in some kind of containment unit. The emitter on the device flared to life and Ultron took the place Jocasta had just vacated.

"What is the purpose of this?" Ultron questioned, pushing to the limit what his programming could decipher of his new environment.

"Exactly what it sounds like", Pym approached the avatar. "Universal. Zip. File. This will take your essence from throughout this universe and compress it all into a single file."

The unit that held Ultron slowly began crystalizing from the bottom.

"Hank McCoy got the idea from some M'Kran Crystal item. And working with him and the others gave me the push to try this crazy idea."

Ultron could feel it. Every iteration of himself that was out in the world, crashing into himself. Doubling and redoubling, every version folding into him like a katana blade being forged. Repeated data being cast off as "impurities" and new information stored in the terabytes and terabytes of his new crystalline cage.

"The crystal has immense storing properties, despite being Earth made. And our cobbled together "reverse hot-spot" will pull every bit of "Ultron" into it."

"What then father?" Ultron did not feel emotions, he casted those away years ago. But some long dormant string of code deep within his programming runs for a moment, and Ultron remembers what it was like to be afraid.

"Then, Ultron", standing strong and proud Hank Pym looks into the holographic receptors of his "son" and personal demon, "if ever you are freed from this crystal matrix I hope you'll be upgraded as something, SOMEONE better. Maybe a creator instead of a destroyer."

Father and son watch each other for what may be the final time before the digital conscience of one of the Earth's greatest villains is trapped in a light blue, crystalline orb.

Taking only a brief, solemn moment of silence, Hank Pym stored away his equipment taking extra care to shrink and place the crystal in a secure pouch and then made his way back outside the body.

Enlarging himself he can see the army of time duplicates fading one by one until the original was left standing before him. The red glow of Ultron was gone, replaced by a soft blue.

"We did it", a feminine voice stated.

Jocasta took a moment to test the range of motion in her new body.

In a moment rivaled only by discovering Pym Particles, first becoming an Avenger, and his previous marriages, Hank felt WORTH something.

"We did", he replied with a renewed self-confidence.

"Congratulations and jubilant kudos all around!" McCoy exclaimed, jumping through a hole in the ceiling. The monochrome attired Spider-Woman followed with an unconscious grey-furred doppelganger wrapped in web and dropped on the floor.

"Beat the fake?" Hulk approached the group, covered in scratches and jade blood. Even scarier was his victorious grin.

"Decisively", McCoy beamed. "Rather anti-climactic really. Barely enough time for a pithy one-liner."

The lady arachnid hoisted her sci-fi rifle to her shoulder. "Dark Beast cornered Hank with his dupes and began preaching his philosophy. I was posted in a dark corner on the roof and took a random shot. Just happened to hit the original. Whatever zapped him hit him like the Blob fell on him. Once that happened, all the duplicates faded away."

McCoy made a show of dusting off his hands. "And that was that gentlemen. Can I assume you, my compatriots, have made equally short work of your own individual foes?"

Hank looked to Jocasta, unsure how to answer. Hulk picked something off of the blade of his sword.

Spider-Woman ignored them looking for the two still missing.

"Where's Peter and Kaine?"

}8{

Two lithe figures jumped between laser blasts and electrified floors and walls. Arno had fled down the hall and turned on some defenses as soon as the fight started, but the Parkers were on his tail.