"Hey, would you mind making a stop over here?"

Noh-Varr was about to turn the steering wheel when Kate grabbed his elbow.

She asked, "What for, Loki? You can't expect us to stop in the middle of the Midwest for no reason. What's the catch?"

Loki gave her his trademark "look how innocent I am" smile. He said, "Broxton, Oklahoma is home to the tree of life, and Asgard itself. It's my old home."

"Did they kick you out?" interjected America.

"Oh yes, repeatedly. But not recently." Loki reassured her. "I just need to pick up a few magical items and we'll be on our way. It'll just make the journey easier."

"That's pretty vague, Chico. Mind filling us in on the specifics?"

"Kind of," replied Loki. "Look at me, would I ever mislead you?"

"Is that a serious question?" America raised her eyebrow.

"Fine, I don't care! Don't stop. It's not like my powers are crippled and Kaplan has as much control over his as a hound has over its own bladder! Just keep flying! We'll be fine."

"Pull over," said Teddy. "Whatever he's planning, it can't be worse than him complaining."

Loki beamed. He considered his grating personality one of his greatest assets.

The ship turned and sped towards Broxton. Loki's smile faded. "Something's not right."

Billy asked, "Is it a magic thing? I'm not getting anything."

Shaking his head, Loki answered, "No, it's an Asgardian thing. Some manner of magic is clouding the World Tree."

He closed his eyes and concentrated. "No, I was wrong. It's not magic. It's something else. Something... Familiar."

He ran up to the dashboard and furiously started pressing buttons. He looked at the scanners unsure of what most of them meant. But he was able to ascertain one thing.

"Asgard's gone."

"What, it's been destroyed, how is that possible?" asked Billy.

"It's still there, technically speaking, but some nefarious force has separated it from us. Someone doesn't want Asgardians coming to Earth."

"What does that mean for you?" asked Kate.

"It means someone will probably try to kill us soon."

A bright blue light engulfed the entire town below them. In its wake, a massive construct made of metal appeared, surrounding the entire town. It had sharp, spiked edges and an endless sea of moving parts. Gleaming metal spires moved in the direction of the approaching ship.

"What the hell is that?" asked Kate.

"I don't know, but it can't be good," replied America. "I think it's interested in us."

She pointed to the metal spires, which were now glowing with red energy.

"Those look like energy cannons," said Loki nonchalantly.

There was a full second of silence before Noh shouted "Evasive maneuvers!"

He violently turned the steering wheel and the ship spun. Everyone grabbed for something to hold onto except Loki. The godling was thrown around the cockpit, bouncing into the walls.

The ship escaped the initial onslaught mostly unscathed. After several seconds of continuous fire the guns went silent.

A single golden figure rose above the massive array of metal.

Everyone peered at the screen to get a better look.

"Hang on, we're being hailed." Noh-Varr pressed a switch and a message played over the ship's speakers. A cold, monotone voice addressed the Young Avengers.

"Submit or perish."

The ship sped closer to the golden entity, giving the team a better look.

"It's Ultron." said Noh-Varr without a hint of emotion. All of the young heroes tried to hide the intial wave of fear that name brought, except Loki.

"Damn it to Hel. That infernal contraption is behind this, isn't he? Just great. He has no sense of humor and is unreasonably hard to kill. Lovely."

The boy sneered and tapped his foot in disapproval. "I assume this ship has some kind of weaponry?"

Noh-Varr began pushing buttons. "Yes, Kree ships are now designed with Ultron in mind after he and the Phalanx tried to take over the galaxy."

He slammed a button and bright green energy shot at Ultron. The blasts tore through his metal body, sending his molten remains crashing to the ground. The Kree warrior allowed himself a sigh of relief.

Then another gold robot arose. Followed by another. Then six more. Over the speakers, eight identical voices chanted, "Submit or perish."

Scarlet beams of light projected from the robot's eyes grazed the ship. It bobbed to and fro, avoiding the brunt of the blasts. Noh-Varr returned fire, but the robots had adapted. The green energy crackled harmlessly around their armored bodies.

More and more robots rose up and started firing. It became too much for the Kree to focus on and the ship was struck again and again. The Damage was to critical and the ship went crashing down.

Teddy grabbed Billy. He held him tight and said, "Don't worry, I've got you."

Smiling, Billy said, "As adorable as that is, it isn't exactly necessary."

A blue glow emanated from the teen witch and embraced each hero. In a second, they were all in the woods below.

"See? Teleportation is more useful than super strength. Told you so!"

"Yeah, but super strength is more fun," shot back Teddy.

"And it's sexier," said Billy as he pulled Teddy in close.

"Hate to break this up," shouted Loki, "but duck for cover!"

The flaming remains of the Kree ship came crashing to the ground.

"We should go," said Loki. "The wreckage should make a good shelter. We'll need it. We can hide from Ultron for a little while, but I'm not sure we can destroy him."

The Ultron drones made note of their encounter. The data was transmitted wirelessly throughout the entire network. Every unit became aware of it, and the information was sorted by processors more powerful than any human could imagine. The robotic intelligence prioritized this finding on a list of all known superpowered humanoids. The intelligence cared little for them, and postulated the most efficient method to eliminate them. They were not viewed as significant obstacles, simply more flesh to be eradicated.

Except for one.

Ultron had been forming a plan for some time now, and had been missing the key it needed to make the strategy work. The final element needed to complete this plan was the human named William Kaplan.