"Cellular cohesion will take a few hours, but we can initiate the consciousness stream. We're updating your cerebral matrix...now" Helen said, looking at the monitor. They were still in the U-Gin Genetics Lab, the cradle was almost done creating the body for Ultron, and the said bot was sitting with wires plugged into his head.

Wanda and Pietro entered the room; the letter of the two had a confused look on her face.

"I can read him. He is dreaming." She said, touching the cradle lightly.

Helen shook her head. "I wouldn't call it dreams. It's Ultron's base consciousness, information, noise. Soon..."

"How soon?" Ultron interrupted. "I'm not being pushy."

Hele gave a quick sigh and looked at her monitor again. "We're imprinting a physical brain. There are no shortcuts. Even if your magic gem is..."

Wanda stopped paying attention and used her power to get a definitive reading on the being; what she saw shocked her to her core and a horrific realization filled her. Global annihilation. She cried out and faced Ultron.

"How could you?!" She yelled.

"How could I what?" Ultron asked, not knowing what she was talking about.

"You said we would destroy the Avengers, make a better world." She said, her tone accusing.

"It will be better." Ultron stated calmly.

"When everyone is dead." She spat out.

"That is not...! The human race will have every opportunity to improve!" He shouted.

Pietro sneered. "And if they don't?"

Ultron smirked. "Ask Noah."

"You're a madman." Wanda said, horrified as she back up into her brother.

"There were more than a dozen extinction level events before even the dinosaurs for theirs. When the Earth starts to settle, God throws a stone at it, and believe me, he's winding up. We have to evolve. There's no room for the weak." Ultron stated, gesturing wildly.

"And who gets to decide who's weak?" Peitro scoffed. Wanda twitched her fingers, using Pietro's distraction to break the scepter's hold on Helen.

"Life. Life always decides." Ultron said, before pausing. "There's incoming. The Quinjet. We have to move." Helen pressed a few buttons on her tablet, canceling Ultron's upload.

"Yeah, that's not going to be a problem." She said, victoriously. Ultron frowned and shot her; she hit the wall just as Pietro grabbed his sister and took off.

"Ah, wait, guys!" Ultron called after them. He made a frustrated sound, not even bothering to look up as he shot the other technicians in the room. "They'll understand. When they see, they'll understand. I just need a little more...time." He gripped the wires that were plugged into the back of his head and pulled them out.

Steve stood on top of the building that housed the lab, waiting for the opportune moment to get inside.

He pressed the comm link in his ear. "Two minutes. Stay close." He said, breaking into the building. He took the stairs to the lab, keeping silent as he stepped inside the lab; he looked around the destroyed room and found Dr. Cho on the ground, wounded.

"Dr. Cho!" He said, moving over to her quickly. He pressed against the wound, putting pressure on it.

"He's uploading himself into the body." She coughed out, her tone urgent.

"Where?" Steve asked.

Helen shook her head. "The real power is inside the cradle. The gem, its power is uncontainable. You can't just blow it up. You have to get the cradle to Stark." She warned, wincing against the pain.

Steve nodded. "First I have to find it." Loki appeared next to him, taking over in applying pressure. He nodded towards the door.

"Go, I'll take care of her and get her to Banner." He said, already working his magic.

Natasha and Clint traded looked and nodded at each other; they were still in the quinjet, hovering over the freeway, camouflaged.

"We got it, Cap." Clint said, searching below to catch anything suspicious.

"I got a private jet taking off, across town, no manifest. That could be him." Natasha said, reading off of her tablet.

Clint shook his head and pointed to a truck that was speeding down the freeway; it had the U-Gin Genetics logo on the side.

"There. It's the truck from the lab. Right above you, Cap. On the loop by the bridge. It's them. I got three with the cradle, one in the cab. I could take out the driver." Clint said, moving the quinjet into position.

"Negative! If that truck crashes, the gem could level the city. We need to draw out Ultron." Steve instructed, moving to the other side of the bridge he was on. He took a running start, and jumped, landing onto the truck.

Inside, Ultron let out an angry noise. "No, no, no, no, no, no! Leave me alone!" He yelled, blasted the doors open. Steve gripped onto one of the doors tightly, trying to avoid being thrown off or crushed by another car.

"Well, he's definitely unhappy! I'm gonna try and keep him that way." Steve conveyed to the rest of his team.

"You're not a match for him, Cap." Clint commented.

Steve grunted. "Thanks Barton." He tried to get back into the truck, but Ultron let loose another blast; he unplugged himself again and flew out of the truck, facing off with Steve just as he landed back on top of the truck.

"You know what's in the cradle? The power to make real change, and that terrifies you." Ultron said, angrily.

Steve panted. "I wouldn't call it a comfort." He stated, sarcastically, before chucking his shield at the robot. Ultron snarled and caught it, tossing it aside as he shot at Steve again. The man ducked and dodged, trying to avoid being hit, while balancing on moving vehicle.

"We've got a window, Nat. Get ready." Clint said, moving the Quinjet closer to the ground. Natasha straddled her bike and started it; her hand hovering over the release button.

"Four, three, two...one. Give 'em hell." Clint said, opening the rear door. Natasha pressed the release button and reversed backwards, landing onto the street a bit hard, before speeding up to catch up with the truck.

"I'm always picking up after you boys." She said, swerving in and out of traffic.

"They're heading under the overpass, I've got no shot." Clint informed.

"Which way?" She asked, looking around.

"Hard right... Now!" Clint directed. Natasha turned right, leaning with her bike; she spotted Steve's shield and scooped it up as she passed it. The truck was just ahead of her. She gave her bike just a bit more gas, speeding up even more, before tossing Steve his shield- who uses it to knock Ultron off of him.

Natasha cursed as she moved onto the walkway. "Out of the way! Coming through! Sorry, coming through!" She yelled at the pedestrians.

"Come on!" Steve yelled at Ultron, as the robot summoned the Iron Legion.

"Clint, can you draw out the guards?" Natasha asked.

"Let's find out." He said, he began shooting at the sentries trying to attack Steve with Ultron, drawing their attention away from him and towards Clint. Steve used the distraction to tackle Ultron off of the truck; the crashed into a nearby train. The sentries quickly stopped attacking the quinjet to go back to Ultron.

"Heading back towards you. So whatever you're going to do, do it now." Clint commented.

"I'm going in." Natasha stated, finally close enough to the truck. "Cap, can you keep him occupied?"

Steve panted, wiping the blood from his lips. "What do you think I've been doing?" He asked, incredulously.

Natasha smirked, balancing on her bike and as soon as she got closer, she leaped off of her bike, landing in the truck with a heavy thud. She braced herself as she felt it lift off of the ground and looked to see some of the Iron Legion bots carrying the truck off into the sky.

"The package is airborne. I have a clean shot." Clint stated, fingers hovering over the triggers.

Natasha moved around the cradle, carefully unhooking it from the floor of the truck. "Negative. I am still in the truck." She replied.

"What the hell are you..." Clint started.

"Just be ready." She said, unhooking the last of the tethers. "I'm sending the package to you." She climbed on top of the cradle.

"How do you want me to take it?" Clint asked, flying below the truck.

Natasha smirked. "Uuh, you might wish you hadn't said that."

Steve smashed his shield intro Ultron, throwing him across the train. He glanced up as the air shifted and saw Pietro and Wanda standing there next to him, in fighting positions.

Ultron stood up and looked at the twins. "Please don't do this." He pleaded.

Wanda's hands lit up. "What choice do we have?" She shot her hand out, shooting energy at him, but he flew off at the last second.

Clint watched as Ultron flew back towards the truck. "Nat we have to go." He swung the quinjet around, opening the back door again, catching cradle as it crash-landed into the rear; Natasha yelped and struggled as Ultron grabbed her off of the cradle.

"Nat! Cap, you see, Nat?" He yelled behind him, closing the door once again.

"If you have the package, get it to Stark!" Steve yelled through the comm.

"Do you have eyes on Nat?!" Clint asked, again, this time worry settling in deep.

"Go!" Steve ordered. "She'll make it." Clint grit his teeth, but reluctantly veered off, flying back to Tony.

Steve looked at the twins. "There are civilians in our path; get them away quickly." He told Pietro. Turning to Wanda, he asked, "Can you stop this thing?"

She nodded and braced herself, moving her hands out in front of her to control the kinetic energy in the air, slowing the train enough for Pietro to move the civilians out of the way. When the train stopped, Steve and Wanda jumped off quickly; the latter of the two moving over to where Pietro was. He was bent over, panting, and he waved off his sister's concerns.

"I'm fine, I just need to take a minute." He gasped out. Sweat was dripping from his brow and his heart hammered in his chest. Steve glowered at him.

"I'm very tempted not to give you one." He said, angrily.

Wanda looked at him. "The cradle, did you get it?" She asked, a bit desperately.

"Stark with take care of it." Wanda shook her head, her vision flashing in her mind.

"No he won't." She said, firmly.

"You don't know what you're talking about, Stark's not crazy." Steve defended.

"He will do anything to make things right." Wanda said with a tone of finality. Steve frowned, but pressed on his comm-link again.

"Stark, come in. Stark. Anyone on comms?" Steve called out.

"Ultron can't tell the difference between saving the world and destroying it. Where do you think he gets that from?" She questioned, seriously.

"Is there any word on Nat?" Bruce asked, walking into the lab with Clint. The cradle sat in the middle and Tony was already running tests over it.

"Haven't heard. But she's alive, or Ultron would be rubbing it in our faces." Tony commented, reading off the results.

"This is sealed tight." Clint said, clapping a hand on it.

"We're going to need to access the program, break it down from within." Bruce stated.

Tony looked unfazed. "Hm. Any chance Natasha might leave you a message, outside the internet, old school spy stuff?" Tony asked, directing his attention towards Clint.

The archer nodded. "There's some nets I can cast. Yeah, I'll find her." He said, marching out of the room.

Tony watched him leave before turning towards Bruce.

"I can work on tissue degeneration, if you can fry whatever operational system Cho implanted." Bruce stated, looking down at his own results.

Tony closed down his holograms and scratched the back of his neck. "Yeah, about that..." Banner whips his head around to stare at Tony.

"No." He said, tone hard.

"You have to trust me." Tony pleaded.

"Kinda don't." Bruce said, with a sarcastic expression.

Tony pointed outside. "Our ally? The guy protecting the military's nuclear codes? I found him." He brought back his hologram and flung it to expand in front of Bruce. It was Jarvis.

~Hello, Dr. Banner.~ Jarvis greeted.

Tony walked around the cradle to stand in front of him. "Ultron didn't go after Jarvis because he was angry. He attacked him because he was scared of what he can do. So, Jarvis went underground. Okay? Scattered, dumped his memory. But not his protocols. He didn't even know he was in there until I pieced him back together." Tony explained.

"So, you want me to help you put Jarvis in this thing." Bruce stated, gesturing to the cradle.

Tony shook his head. "No, of course not! I want to help you put Jarvis into this thing." He replied. "We're out of my field here. You know bio-organics better than anyone.

"And you just assume that Jarvis' operational matrix can beat Ultron's?" Bruce asked.

Tony huffed, less than amused. "Jarvis has been beating him from the inside without even knowing it. This is the opportunity, we can create Ultron's perfect self, without the homicidal glitches he thinks are his winning personality. We have to."

~I believe it's worth a try~ Jarvis commented.

Bruce shook his head. "No, I'm in a loop! I'm caught in a time loop, this is exactly where it all went wrong the first time. Did you even ask the others about this?"

"Ask the others about what?" Stiles asked, coming into the lab. "By the way, if you are having some sort of Groundhog's Day sort of thing, I think I have a remedy for it."

Bruce pointed to Tony. "He wants to upload Jarvis into the cradle." Stiles paused and turned slowly to Tony.

"Ok-ay." He began. Tony threw up his hands.

"I know, I know! I know what everyone's going to say, but they're already saying it. We're mad scientists. We're monsters, buddy." Tony stated, loudly. He let out a sad chuckle. "You gotta own it. Make a stand." He watched as Bruce shook his head again and looked at Stiles pleadingly. Stiles just patted him on the shoulder and moved to stand with Tony.

"I don't think it's a time loop, Bruce." Stiles said. "I think it's the end of a line."