This story combines canon from Next Avengers: Heroes of Tomorrow with MCU heading into Age of Ultron. You don't necessarily have to watch Next Avengers before reading this nor will it spoil much. I basically retold the first 12 minutes of the movie but it will completely take a different turn from there. However if you haven't seen or read Next Avengers, there is some brief info at the end of this chapter to help you out if you're confused. Enjoy!

MUSIC FOR THIS CHAPTER
Time's Up - John Ottman
Hope - John Ottman
I Found Them - John Ottman
He Lost Everything - John Ottman
Resistance - Muse

"Tony! Tell us the story again!"

The knight smiled ever so slightly at the young boy, momentarily bringing solace to the lines that from years of pain and guilt, forever marked his face.

"Start at the very beginning," James spoke softly, eyes gazing intently at his guardian.

"Alright...Many years ago, the earth saw an age of heroes: great men and women, gods and monsters. They were noble warriors; soldiers who fought the battles that humanity on its own, never could. They defended us against adversaries beyond anything we could fathom. Evil cults and alien armies: they defeated them all. These extraordinary heroes were known as the Avengers."

xxx

The knight sighed as he watched the children under his care drift off to sleep. He quietly closed the door to Pym's room and walked outside. Vision would be back soon. He looked up to the artificial sky above his head. The stars shone with a glimmer of hope from a time long past. This place felt safe. He had constructed this safe haven like he once did suits of armour. But it might as well have been a tomb. The children would never see the outside world. They would never truly be free.

The earth was under Ultron's rule…and it had been, for almost two decades.

2035 A.D.

Azari flung himself through the green shrubbery. The expanse of jungle was so thick that at his current speed he could not see more than two feet in front of him. The humidity in the air caused beads of sweat to pool at the back of his neck. Adrenaline pumped through his veins. He glanced behind him to catch a glimpse of Pym's tiny figure.

"I almost got you, Azari!" the young boy exclaimed.

Azari smiled and back flipped high in the air. He landed behind Pym and cupped his hands around the miniature boy's body.

"You're it little man!"

xxx

Torunn sat by the fountain, eyes locked to the god's headstone and then to her sword in deep contemplation. It was the only thing that connected her to her father, and to Asgard. She had dreamt of it again.

"...I know thee to be real." She silently prayed to Heimdall in hopes that her father would receive her message.

"You're it Torunn!" Pym lightly tapped her on the back, and grabbed her sword, quickly growing back to his normal size.

After struggling to lift it, Pym backed away in defeat, and Torunn turned around looking angry. She sent the handle of her sword to her palm, "Pym I pray that my father will one day grant me the strength to smite thee once and for all!"

"That's not how tag works, Torunn," Azari landed softly in between the two.

"An immortal Asgardian warrior runs from no one. You, Pym, and James are about to taste my sword's wrath!" Her expression softened and she looked up toward the bungalows with curious eyes, "Where's James?"

xxx

Francis looked out among the ruin and surveyed his surroundings. The grimy undergrounds of Ultra city were dark, and particles of dirt and dust thickened the already stale air, making it difficult to see and breathe.

He had been separated from the other scavengers when an Ultron drone fired at them, creating a cloud of smoke in the chaos. They were on their usual patrol: avoiding drones, seeking sustenance, and keeping a lookout for any human casualties. He ran a hand through his dirty hair and across his forehead. Amongst the sweat and grime, he felt a fresh cut just above his eyebrow. Francis looked around for his weapons and the bag of food he had been carrying. He noticed that his pants and jacket were blackened in the explosion.

He took a step forward after finally coming out of his stupor. Something hard and round met the underside of his worn out sneakers. He lifted his foot and noticed a human skull half embedded within the dirt, one that had most likely been there for a few years.

These kinds of things no longer fazed him. He was a vigilante in a post-apocalyptic hell scape. He spotted his bow a few feet ahead of him and moved to pick it up. He realized that the bag of food was lost, and decided that later he would sacrifice his rations for the evening to apologize.

As he began walking back in the direction of the scavenger's camp, he heard another commotion. Fearing it to be more drones, he pulled out his bow and an explosive arrow from his quiver. A red-skinned figure dressed in green and yellow descended in front of him. Francis kept his hands steady and his face straight but inside he was panicking. He had never seen a robot like this as of yet.

"Do not fret," the robot spoke, "I am not going to hurt you. I am an Avenger."

Francis gasped at the familiarity of the term.

"Young man, who are you?"

Sensing that the robot was not a threat, he began to lower his bow, "Francis. Francis Barton."

xxx

James Rogers awoke to a sharp electric shock on his right foot. He screamed, jolting awake and sending Azari flying backwards and out the door.

"I'm going back to bed."

Azari pulled himself from the mud, "What's your problem, James! You've been sleeping all day, missing training, and putting off your chores!"

James back flipped off of the porch of the bungalow and landed in front of Azari, "What's the point? Nothing's ever gonna happen in this place. Look around you. We're stuck in here, and we're always going to be stuck in here."

"The point is not to be such a jerk!" Torunn shouted.

"Oh that's right," James responded smugly, "There's no point for us because our parents are dead. Your dad just abandoned you so there's still hope."

Torunn yelled in anger and immediately turned to pull her sword on James. He turned on his shield to block her swing.

"That's enough." Tony was standing just a few feet away in the sand. The children quickly put down their weapons. "James, Torunn, go to your bungalows and cool off." They obeyed their guardian's words. As James reluctantly climbed the steps to his porch Tony addressed him again.

"James, wait," he sighed, "I know you feel trapped here with just the five of us but don't take it out on your brothers and sister. If you want to be mad at someone, be mad at me."

"I'll apologize later."

Tony ignored his comment, "Your father was never good at doing nothing either. As soon as any threat arose, he had to act right away. I looked up to him a lot. A lot of people did. You know you can always come talk to me James."

"It's not the same," James looked down with solemn eyes, "You're not my dad."

Tony sighed once more.

In that moment, the alarm began to blare loudly throughout the dome.

They all looked up and gasped. Tony screamed out, "Get to the bungalows until I give the all clear!"

Once safely inside, Pym's bottom lip quivered in fear, "What if- What if it's U-Ultron?"

A loud crash could be heard from outside the bungalows. The children rushed back out to survey the scene.

A human-looking figure donning a green suit and yellow cape with red skin laid on the ground.

"The drones in Ultra city have been upgraded. One was able to damage my immaterial form as I left."

"It's a...robot?" asked Azari rhetorically.

Tony quickly walked over to the robot lying in the sand. He wore a look of panic and worry, which made the children feel uneasy, "Vision! We're you followed?"

"No sir. But did I set off the alarms? Perhaps my electronic access codes were damaged?"

"Alright, come on let's get you to the workshop," Tony lifted Vision up off the ground and placed one of his arms around his own shoulder to support his weight.

"Tony?" a bewildered James spoke with concern.

"I promise I'll explain everything as soon as I take care of my friend here," Tony replied, "For now, please stay put."

Tony helped Vision over toward the fountain. Once he was within arm's reach of the knight's headstone, he held his palm up to the relief carving of his Iron Man mask. The circular slab of stone in the centre of the fountain slid away, revealing a staircase that lead to Tony's secret headquarters. It was down here that he kept all of his secrets hidden from the children, for their own protection. He couldn't bring himself to tell them that he too was a member of the Avengers. He couldn't tell them that the only reason he was still alive was because he had fathered the very robot that had killed their parents.

Tony set Vision down on a worktable and proceeded to open him up, "How did they find you?"

"I was accessing the mainframe. All of Europe has now been subjugated by the machine forces since my last report. Drones are gathering along the Pacific Rim and Eastern Europe. The invasion of Asia will soon commence."

"In twenty years he's conquered half the planet," Tony's paused and his breathing hitched.

Vision spoke up again, "Also...sir, Clint Barton's son is alive."

He gasped, "He's...I thought...When I couldn't get to him all those years ago I had assumed Ultron would have killed him. Being Clint's son ties him to the Avengers, which puts him higher on Ultron's kill list," Tony gulped, "He's in Ultra city?"

"Yes, he lives underground among a pack of human survivors. I scanned his DNA myself, sir. It was he."

Tony swallowed hard, suddenly feeling sick to his stomach, "Vision I think it's time."

"Project: Regenerate, sir?"

Tony nodded, "It's time to tell the kids everything. I can't keep lying to them anymore, Vision. I can't. I can't live another day like this."

"I agree, sir. We have kept them hidden away here all this time but what was the plan? Train them to one day finish what their parents started? They can never be ready. They have lived the whole of their lives inside of a bio-dome. I calculate Operation: Regenerate is our best option to ensuring Ultron's demise."

Tony plopped himself down onto a stool and pinched the skin between his eyebrows, "I was never going to send them out there. I thought I could. But I can't. These...kids...are my family. I already destroyed the first one, and I'm still doing a pretty shitty job. I couldn't even save all five of the kids. I left one of them out there to fend for him self. He's sixteen," he forced an oncoming sob into a laughing cry as tears began to pool in his eyes, "Pep always said fatherhood would do well to straighten me out...just...another thing she deserved that I couldn't give her." He paused at his own mention of his deceased fiancée's name.

"You know Janet was the last one I spoke to...that day. I was connected to her comm. And when circumstance became apparent I had asked her what I was supposed to do next. She didn't say what I was expecting. She didn't tell me to hide her son away and keep him safe. She said, 'He will finish this. He is the future.'"

"She had faith," Vision noticed how truly devastated Tony was.

"I didn't realize what that meant until now."

Tony stood up abruptly, resolution temporarily replacing the sadness in his eyes, "Vision exactly how long has is been since our last communication with Banner?"

"That was six years and twenty-seven days ago."

"Do we have any way to contact him?"

"No, sir. As I had detailed in a past report, I have scouted Doctor Banner's last known location myself. He did not leave any indication as to where he was going next but we know that he is alive because Ultron cannot kill him. He is most obviously in remote hiding."

"Right. We're gonna have to do this without him."

"Sir, the project has been on the brink of completion for the last two years. We do not necessarily require Doctor Banner's intel to initiate Project: Regenerate..."

"Vision I was hoping for the moral support," Tony quipped, "It's okay. I never expected Bruce or Thor to forgive me."

"If I may...Thor may have made abstained from contact for over fifteen years but he did entrust you to look after Torunn. Twenty years is a mere blink in the life of an Asgardian but twenty years under Ultron's rule most certainly is not. He may still be angry with you for bringing Ultron into this world but despite that, he believed that you were fit to raise his daughter. I recall that he insinuated he wanted her to learn what it means to be human- a humbling and morally enriching experience that she could never hope to gain being on Asgard."

Tony attempted to smile, "He wanted to raise her here with Jane." Just then, he could hear a ruckus coming from the far end of the room.

Shocked, Torunn allowed her sword to fall from her hand, "My father-h-he loves me?"

"Ow! Torunn watch where you put that thing."

Pym gasped as he realized Tony had heard them, and cupped his hands to his mouth. Azari sighed and motioned for the others to follow him out of their hiding spot, "We're sorry, Tony. We disobeyed you."

Tony shook his head, "No, I'm sorry," he swallowed, "How much of that did you guys hear?"

"We know you were the knight," James interrupted, "We saw the robots you built. They-they look just like your stories said they did. D-did you think you could just recreate artificial versions of our parents to make up for making Ultron?!" he held a look of utter betrayal, "What else have you been hiding down here?" Tony had to fight back more tears.

"Ultron was supposed to be a symbol of peace. I created him to establish order, but he got smarter. He turned on us, and eventually decided that the only way to truly save the world was to rid it of its heroes...I want to be honest with you guys...I couldn't bring myself to tell you before but you have a right to know. I'm the reason your parents are dead. Torunn I'm the reason Thor left Midgard, I'm the reason the Hulk has gone into hiding. And I'm the reason that millions of people are dead. Ultron couldn't kill me because I created him. So after your parents were killed I brought you all here to keep you safe. This started out as a secret arctic facility for Stark Industries. I retrofitted it to be a home where I could raise the four of you in peace. But I can't do that much longer. I've been sending Vision outside the dome periodically over the past twenty years. His data tells me that Ultron has dismantled all opposing forces. Everyone out there is now subject to his rule. He has an army of machines at his disposal. It's only a matter of time before he finds us. I'm not sure how much longer I can protect you here. That's the full, sad truth that I tried to spare you from. There is nothing more that we can do to save this world."

Tony allowed his tears to fall and the children's terrified faces made him feel even more empty.

"No," James spoke up with a hard edge to the word, "This can't be the end. We have to fight!"

"James...he defeated your parents- the strongest people I've ever known. He knows all of your strengths and weaknesses. And his ability to corrupt machinery renders my tech useless. He will kill us if he ever finds out we're here. It's a suicide mission."

"Then why did you spend years training us in here? If there's nothing more to do why are we hiding?"

"At first I thought that allowing you four to exercise your powers and abilities would enable you to one day go out there and fight as your parents did. But after a while it became apparent that it was a lost cause. Ultron got stronger. Although I don't think I would have ever been able to willingly send you out there. I wouldn't be able to live with myself if something happened to any of you. I made a promise to your parents."

"What happened to them? How did my parents die?" James asked softly.

Tony sighed, "They were killed taking down an army of drones. That day, your mother wanted to join your father. He had already been wounded but he refused to wait and recover because for each second we spent idling, Ultron would grow stronger. Steve died first. Ultron had grabbed him by the neck and thrown him across a roadway, momentarily incapacitating him. Then he walked over to the shield which lay a few feet away on the ground, and crushed it with his foot," Tony had to pause at the painful memory.

"I thought the soldier's shield was indestructible?" young Pym asked.

"It was Pym. But Ultron had upgraded his armour with vibranium plates. And since the shield was made of the same metal, he was able to break it. He-he picked up one of the metal shards and walked over to Steve's body. Then he drove the shard through his heart," reliving the death of the super soldier had utterly disturbed Tony.

James' eyes were rimmed with tears and he kept looking straight at Tony with anger and despair as he continued to speak.

"Natasha was running over to the scene when she had witnessed what had happened. She screamed your father's name after Ultron had stabbed him. And we were all listening in on the comms so we knew right away what that meant. I had never seen her cry before that day. Clint-the archer had distracted Ultron for a brief moment. Natasha fell to her knees by Steve's body and held him in her arms as his consciousness slipped away. In a rage she got back up and picked up one of the shards, intending to jab it into Ultron's mainframe. Then she-she noticed Clint's mangled corpse a few feet away," Tony ran a hand over his eyes, "I remember her yelling and crying out to Ultron to come and fight her. Your mother was a very strong woman. And she held out for quiet some time. But-uh...eventually...Ultron had managed to jab her in the stomach, and she was pinned to the ground. She bled out before anyone else could get to her. James I'm so sorry. Now you understand why I can't send you kids out there."

"Well we're not kids anymore. That's not your call to make," James still spoke with lingering anger in his tone, "It doesn't matter what happens to us! People have been out there suffering and dying while we've been playing fantasy."

Pym ran up to Tony and hugged him at the waist. The young boy also had tears in his eyes.

"What about the Hulk?" Azari asked, "You mentioned he was still alive."

"Or my father?" Torunn added.

"I lost contact with the Hulk years ago. I already sent Vision out countless times to try to find him but we can only do so much fieldwork out there. The big guy doesn't want to be found. And Thor doesn't exactly answer my calls. After his human lover was killed he couldn't bare to stay on Midgard any longer. He figured there was no chance of winning this fight so he went home to take care of the rest of the nine realms. Torunn he only left you here because I had told him I had a safe place to raise the others. And he didn't want to deprive you of what it felt like to grow and learn among mortal beings."

Torunn glanced downward in solemn contemplation.

After a moment of silence it appeared as if no one had anything else to say, so James piped up, "If you've told us everything we need to know and there really is no hope, then there's no point of staying and playing pretend. I won't die in here. I'm gonna go out fighting." He began to walk towards the exit of the lab. Azari, Pym, and Torunn remained frozen in fear, unsure of what they should do next.

"James, wait," Tony swallowed hard and continued.

The boy stopped and turned back around, slightly softening his troubled features, "You've just said it yourself Tony. There's nothing more we can do."

"I said there's nothing we can do to save this world..." he took a breath, "...Didn't say anything about saving the old one," the sadness displayed on the old man's face was replaced with pure determination. The children each looked to Tony with a glint of hope in their eyes.

"What do you mean," Torunn took a step forward and tilted her head slightly.

The man of iron continued, "Somewhere out there in an alternate universe, exists the future that we should have had- one where Ultron was never allowed to take control...where your parents and countless others are still alive...and we can get it back."

"You don't mean?" Azari's eyes widened.

"Yes...time travel."

Next chapter is coming soon!

James Rogers: Son of Steve Rogers and Natasha Romanoff (approx. 14 years old)
Torunn Thorsdóttir: Daughter of Thor and Sif (approx. 26 years old, but she's basically 14) We're going with the canon where Asgardian children start off aging like mortals and it eventually slows down. I'm doing this to erase Thor's shittiness in Next Avengers. My interpretation is that Thor and Sif would have had a brief fling just before the first Thor film and Sif would have raised Torunn on her own for that year. Then while the Bifrost was destroyed she told Thor about Torunn and they got people to look after her on Asgard while they were out defending the nine realms. After Thor 2 he tells Jane he has a daughter and they would bring her to earth sometime before AOU so she could spend some time with her father. Thor wants her to grow up among humans so he leaves her with Tony Stark after the Avengers lose the fight.
Francis Barton: Son of Clint Barton and Bobbi Morse (approx 16 years old) We're pretending that it's not Ultimates Clint in AOU but that he was already dating Bobbi. Or if you want to stick with Ultimates Clint then you can headcanon him as the son of whoever Clint is supposed to be married to in AOU. Either way he's really only in this chapter for the sake of Next Avengers.
Henry Pym Jr.: Son of Hank Pym and Janet van Dyne (approx. 9 years old) I don't like what they're doing with Janet in Antman so let's pretend that Pym is also the result of a brief fling and Janet isn't dead before Antman, okay?
Azari T'Challa: Son of T'Challa and Ororo Munroe (approx. 15 years old) The Avengers would have met Hank, Janet, and T'Challa sometime after or during AOU. Azari's mother is random for the purpose of this story because Storm wouldn't work in MCU. Also I didn't mention Quicksilver and Scarlet Witch but it is understood that they were there in 2015
Ultra City: What Ultron renamed New York City after he took it over
Iron Avengers: In Next Avengers Tony builds robot versions of the deceased heroes as a secondary defense. In the movie, the kids discover these robots but they are irrelevant to this story