Washington DC
The Pentagon

General Thaddeus ‘Thunderbolt’ Ross sagged in his chair as the video feed came to an end. During the many years that spanned his career he had seen death, destruction and carnage that would stagger the sensibilities of lesser men. The horrors and strife of the Korean Conflict had paled beside the atrocities of the ‘Nam. The wars in Iraq and Afghanistan were bloody and devastating. And the years spent hounding the Incredible Hulk, the destruction left in that monster’s wake defied description at times. But this…

It was slaughter, pure and simple.

Ross could not believe that his hands were actually shaking as he raised a fresh cigar to his lips and lit it. Lord knew he needed a drink, but would have to make due with the tobacco, hoping that alone would sooth his frayed nerves. It would not do for the President to see his weakness. At that thought he sat up straight again and glanced about the smoke-filled room.

Situated in the reinforced depths far below the Pentagon, the room itself was stark and barren save for the main, huge oval table and chairs, an old map stand that was currently rolled over to a map of that area of New Mexico in question, a computer station and a huge flat screen monitor set into the wall. There was also a wide metal cart littered with an industrial sized coffeepot and sugary snacks that had been wheeled in for the meeting and was well-used. Everyone had a Styrofoam cup sitting near, though most of them were filled with now cold coffee.

“It’s…”

Ross glanced at POTUS, seeing the man almost on the verge of tears. His eyes looked glassy as he stared at the final image on the wide screen monitor, the distorted face of the robot staring at the camera right before he fried the installation’s circuitry and security network. The machine had wanted them to see, to know what he had done.

They had all watched in horror as the Marvels; criminals all taken from various holding facilities over the past few weeks had run rampant through the streets of Artesia, killing the bulk of the populace without a seeming care or shred of remorse. Footage spliced together from security cameras and street cams, and even videos posted on YouTube and Veoh among others. And then they had watched the restricted tapes of the slaughter within the halls of Thunderbolt Base. As far as Ross could tell, none had survived the latter. Whoever the robot had not killed died when he let loose the mutant, Nuklo, the creature’s bizarre radiation frying any that remained alive in a quick, pain-filled death.

“It’s horrible,” POTUS said, his voice cracking as he looked down at the table shaking his head. This was his first major crisis; an incursion on American soil that had resulted in the deaths of countless citizens and military personnel. He did not look to be handling the situation well.

“It’s Ultron,” Janet Van Dyne offered in explanation, tapping her fingers on the tabletop as she too stared at the fuzzy image of the maniacal robot’s distorted head. The Wasp had been called in as the representative of X-Factor and the X-Corporation, as well as her past dealings with the robot through her membership with the Avengers and the creature’s creator, Henry Pym. Ross wondered why Pym himself was not present, but remembered that his Security Clearance was less than nil after some of his past problems.

“Ultron cares nothing of life,” Van Dyne continued, “and in fact wants Humanity eliminated so that he can set up a Utopia of robotic perfection, at least in his eyes. To him we’re all simply impediments, or maybe a virus in whatever mad operating system is rolling around in his corrupted mind. I’ve had more than my share of dealings with him, believe me, and his goal is always the same. This is… extreme for him, however. He’s never been so wantonly brutal before.”

“Meaning he’s never slaughtered thousands before,” Timothy ‘Dum Dum’ Dugan, Deputy Director of SHIELD added. “He’s always been more focused on his vendetta against Pym and the Avengers before this. Makes ya wonder just what triggered his sudden new MO. But that’s neither here nor there.” Dugan champed down on the butt of his smoldering cigar, directing the computer technician to display another scene on the monitor.

Ross watched as the screen wavered and divided, showing images in a grid of all the Marvels that Ultron had enlisted in his assault. Most, like the Porcupine and Scarecrow were easily identifiable, though others like the Missing Link were less familiar to those assembled and the general populace. Luckily SHIELD and the Department of Meta Human Affairs was on the ball and had printed up dossiers on everyone involved.

“He’s pulled in a wide range of support,” Henry Gyrich mentioned, stepping up beside the monitor. “A lot of sheer brute force, but also agents capable of mass containment, such as Lightmaster, and those that would add to the panic, like the Scarecrow and his birds. Once the initial assault was over and both the city and base were contained, the robot sent his minions to ‘assimilate’ any survivors, basically lobotomizing any of the populace that could still stand and carry a weapon, thus creating a secure line of defense to insulate the base.”

“I’ve seen the reports,” James MacDonald Hudson said, asked here as a superhuman representative of the Canadian government, as he thumbed through the splayed file folder set before him on the table. “Star Trek aside, this reeks of Project: Zom. The images that your Recon Team sent back show the surviving citizenry wearing the diadems created for the sole purpose of Mind Control. Granted the research shows connections to Sandhurst and Machinesmith, but it all comes back to secret American experiments for creating the perfect soldier. Department H is not happy, Henry. We have a nuclear installation in the hands of a madman, or robot if you like, bent on wiping out humanity with an army of disposable slaves that will fight to their dying breath. The PM has no doubt that a few of those nuclear missiles are probably pointed at Canadian cities by now, along with American, English, French and any other UN allies.” Hudson scooped the papers into a stack and closed the Manila folder over them, then recrossed his legs and leaned back in his chair. “The question now is, what do we do? Nuclear devastation is not an option.”

Ross pictured the staticky images of the Black Ops team that was sent into Artesia to reconnoiter. It was like watching the ‘Blair Witch Project’; grainy, jerky black and white feed as the team probed deeply into the city only to be overwhelmed by the Zoms, as Hudson had pointed out. It was like a George Romero movie come to bloody life.

“We send in our Marvels,” the Secretary of Defense said after lighting a cigarette. He was washed in sweat, his power tie hanging loose and askew about his collar. Ross thought that he was another craving a solid shot of alcohol. “It’s the only option. We have to strike hard and fast with a force capable of taking out the terrorist and his army.” Ross heard Van Dyne snort a chuckle.

“There’s no one capable of taking out Ultron,” she said, grimacing as she took a sip of cold coffee. “The Avengers have tried time and again over the years and he just keeps coming back, worse than the time before.”

“Then it’s a stop-gap measure,” the leader of the US Navy announced. “We have to deal with this situation though, and now, then worry about the next.”

“But who can we send?” the head of the Army asked. “The Avengers are the obvious choice, but is this new team up to the challenge?”

“There are not too many choices available,” Henry Peter Gyrich replied. “The government’s X-Factor is unavailable at the moment, and the Fantastic Four are understaffed with the recent disappearance of the Thing. Richards has offered his scientific input to bypassing whatever technological defenses Ultron is employing, along with his team if need be, but we have to assume that the robot has planned for that. Much as I hate to rely on the Avengers, they seem our only and best option.”

“You could send in the Sentinels, Henry,” the Wasp said, her voice dripping with sarcasm. “I’m sure Ultron would love to add them to his ranks.”

“You bitch,” Gyrich said, actually stepping towards Janet Van Dyne with clenched fists. Tensions were high and everyone was on their last nerve, ready to explode. Ross spoke up quickly, trying to diffuse the situation.

“We could send in the Hulkbusters,” he said, his gaze darting about those assembled at the table. Gyrich stopped thankfully and turned his attention to the old war horse. “Or even the Pantheon. They have the know how to defeat the robot, surely.”

“The Avengers…” the President said, wringing his hands on the tabletop, his head bowed as though in prayer, eyes closed. “They’ve dealt with Ultron before. Hopefully they can do so again.” He looked up and his dark eyes focused on Dugan. “If they fail I want SHIELD ready for a final assault…” He paused and everyone waited, the tension in the room thicker than the smoke in the air.

“If it comes to the point that we need to decimate New Mexico to save the world, I want to be ready.” POTUS sighed and seemed to shrink in his chair. Ross flicked a long trail of ash from his cigar.

“God help us…”

RISE OF THE MACHINE

Part I

By Curtis Fernlund and Dino Pollard

Artesia, New Mexico
Thunderbolt Base

Ultron did not actually have to look at the monitors as he was interfaced with the computer system that controlled Thunderbolt Base. He was one with the mainframe, his very essence within the files and operations that kept the base functioning. A thin cable protruded from his finger, a USB connection granting him access to the installation’s darkest secrets and most devastating capabilities. His inner AI was awhirl with the multitude of options and variants that the base provided, a spiraling mass of information that only his advanced robotic mind could hope to collate and diffuse, and use to his advantage.

“Missile 172,” he said, his voice cold and hollow. “Coordinates: 139×36 West.” Ultron watched as the monitor screen shifted, the highlighted area scrolling to the west across the south western United States, then out into the Pacific Ocean then at an angle towards the north and the designated target for Missile 172; Tokyo, Japan. “Lock,” he said, his greater intelligence ten degrees ahead, coordinating other destinations for his arsenal even as he sealed the fate of Japan.

He was annoyed at the plodding pace of realigning the nuclear weapons for his pleasure. The computer system seemed almost archaic to his advanced ‘brain’, but he knew that he had to work with that which was available. And he had time…

He knew that the flesh bags in charge would spend hours debating their best course of action. Hours that he would spend fortifying his position. He knew too that they would eventually call in the Avengers, typically, and that was fine with him. His ‘son’ was on the current team, if not his father and mother.

One step at a time…

Ultron scanned the monitors as he called up the next coordinates. He saw the SHIELD Helicarrier Pendragon change course to head towards New Mexico; ETA three hours. In New Jersey a flight of assault craft were called to service, taking to the sky in a coordinated display, atomic weapon primed and bristling. The USS Nimitz was en route to the Gulf of Mexico, just within long range of Artesia. Ultron chuckled as he keyed the next three missiles with coordinates. France, he thought, Paris and its surrounding environs.

“Missile 173. Coordinates…”

Avengers Quinjet Fagan
Somewhere Over Kansas

Iron Man sat at the controls of the Quinjet, with Josiah X, the new Captain America, riding shotgun. Of all the new members on the team, Captain America was the only one who had not flown some type of supersonic aircraft before and Iron Man regretted not having the time to properly train him. The best he could hope for at the moment was to instruct Josiah as to what he was doing.

His armor was linked into the Quinjet, flashing relevant information across his retina. While simultaneously piloting the craft, Tony read over the reports from the Pentagon briefing supplied courtesy of Dugan and SHIELD.

“Ease up on the throttle a little,” said Iron Man. “This craft can make the distance from Avengers Island to New Mexico in a very short amount of time.”

Josiah nodded and followed the command, slowing down slightly. “What sort of data do we have on what’s happening down there?”

“According to the Pentagon, we’ve identified a few villains either working with or being controlled by Ultron—Lightmaster, Powderkeg, Quasimodo, Porcupine, the Scarecrow, and Mans-Bull and Ape. Not to mention the zombified residents of Artesia,” said Maria Hill, reviewing the information on her smartphone. “Looks like Ultron’s been scraping the bottom of the baddie barrel for this.”

“Don’t be so quick to count them out, Hill,” said Iron Man. “The Scarecrow recently gave the west coast team a bit of trouble and I’ve faced him before in the past myself.”

“And if Ultron is controlling them, most of the weaknesses we’re used to won’t really apply,” said Ant-Man.

“On a more pleasant note, I’m glad you accepted the offer to sign up, Scott,” said Iron Man.

“At least in a reserve capacity,” said Ant-Man. “I’ve still got a teenager to take care of, and some days I’d rather go up against an army of Ultrons than her hormones.”

“Your membership hasn’t been officially approved yet, Mr. Lang,” said Hill. “Might want to keep that in mind.”

“Agent Hill, you’re here as a courtesy. And the end of the day, I’m still the Avengers chair and that means the final decision is mine,” said Iron Man. “So if I say Scott is an Avenger, then he’s an Avenger and deserves the proper respect.”

Scott threw a pompous grin of satisfaction at Hill, which she rolled her eyes to and went back to her smartphone. Since Hill had taken over the position of Avengers liaison with SHIELD from Fury, she had rubbed a few of the more senior members the wrong way. Unlike Fury who understood that rules had to be bent or sometimes broken, Hill was very by-the-book. How she had managed to weasel her way into such a prominent position was a subject of some musing between Iron Man and Ms. Marvel.

Storm and Ms. Marvel managed to stay outside the tension. The old friends sat towards the back of the Quinjet, catching up. However, Storm was keeping mostly tight-lipped about her recent jaunt to Genosha with some former X-Men. Their purpose was to bring Havok’s terrorist X-Men faction to task for their recent transgressions, a mission they had failed at thanks to a combination of a Sentinel attack and Magneto, the Vice-President of Genosha. Magneto had warned Storm that given her status as an Avenger and a member of the X-Corporation board, her unprovoked attack could be viewed as an act of war against the nation of Genosha. It was a sore spot for the weather goddess and one she didn’t want to discuss with anyone, not even Carol. At least not with Hill dangerously close to hearing distance.

Nightcrawler sat perched on the back of one of the chairs with the Vision sitting beside him. The synthezoid had been busy bringing Kurt up to speed on Ultron’s capabilities and the danger he posed.

“Adamantium body, a frightening intelligence, and now an army at his command…” muttered Nightcrawler. “Mein gott, how can we expect to fight such a threat?”

“The Avengers have always found a way to at least hold him back in the past,” said the Vision. “We can only trust that our track record can continue in that vein.”

“And if it doesn’t?”

“Then he will likely exterminate humanity,” said the Vision.

“And here I thought it would be something difficult,” said Nightcrawler.

“When we get down there, Cap, Ant-Man and Nightcrawler will deal with the Porcupine, Man-Bull, Man-Ape. Ms. Marvel and Vision should be able to handle Powderkeg and Lightmaster. Storm, you and I are on crowd control.”

“And that leaves me to to what, check my e-mail?” asked Hill.

“You’re not an Avenger, Hill, you’re a liaison. So you can liaise with the military down there,” said Ms. Marvel.

Artesia, New Mexico

The Quinjet touched down well outside of Artesia, where the military and SHIELD have set up camp. Nick Fury, ever-present cigar clamped between his teeth, turned away from the general he had been speaking with once he saw the Avengers approach.

“The Zoms have pretty much swarmed the entire city. Far as we can tell, Ultron’s using them and his newfound friends as a barrier between us and him.”

“Vision, you picking up anything of note?” asked Iron Man.

“I recognize the technology from a report filed by the original Captain America. Once, he encountered very similar technology in a possible future timeline visited by himself and the Thing.”

“That’s something the government had been working on based on Cap’s report,” said Fury. “But they weren’t able to execute anything.”

“So the Controller’s discs are what made it possible.” Iron Man fixed his gaze on Fury. “Maybe you can clear something up for me, Nick. The Avengers’ files are locked, we only share that information on a need-to-know policy. And that policy, as a rule, specifically does not include alternate timelines and advanced tech.”

“Point the accusatory stares somewhere else, Shellhead,” said Fury. “You and I both know I don’t work for the United States government, I answer only to the UN. If you’ve got a security leak, might’ve been from any number of times your place has been compromised. No offense fellas, but you’re not exactly battin’ a thousand these days.”

Iron Man continued to stare down Fury for a few more seconds before he walked past him towards the city limits of Artesia. Ms. Marvel flew up to his side to catch up to him.

With them gone, Fury looked at the remaining Avengers. “There’s one more problem you’ll have to figure out how to deal with once we get in there. The Zoms—doesn’t look like there’s any way to reverse the process. The technology wipes their memories pretty damn clean.”

“And that means…?” asked Ant-Man.

“They’ve been programmed to fight to the death. And if there’s no way to reverse the process, you do the math, Lang.”

“You cannot expect us to take innocent lives, Colonel,” said Storm.

“I expect you to put a stop to this, by whatever means necessary,” said Fury. “So that means either put these poor suckers outta their misery or find another way.”

“Then we will find another way,” said Nightcrawler.

Ms. Marvel flew after Iron Man as he ascended above Artesia. “Hey Tony, take it easy.”

“Not now.”

“Yes, now. That was Nick Fury you were pointing your finger at,” said Ms. Marvel, flying up to his position. “I know neither of us is happy with our new liaison, but you know as well as I do that wasn’t Fury’s call. And we also both know that Nick has a point. With everything the Avengers have been through in recent years—from Onslaught to the Red Skull—it’s very possible that our security became compromised at some point.”

“There’s something else going on here, Carol. Something’s not right with the situation,” said Iron Man. “Now get to your position, we stick to the plan.”

BAMF

The scent of brimstone combined with a flash of light and smoke signaled the arrival of Nightcrawler, Ant-Man and Captain America. Immediately, Captain America moved to the front, holding his shield up to protect both him and his teammates from the quills fired by the Porcupine. He threw the shield once the stream of needles ceased, striking the Porcupine. Captain America moved forward, catching the shield as he jumped through the air and then used his as a barrier when he rammed into the Porcupine to take the fight directly to him.

He had read about the original Porcupine during his research of the Avengers’ past foes and even the personal files Steve gave him access to. The original bearer of this suit had died selflessly, with Steve giving the man the kind of funeral normally reserved for Avengers.

Obviously, this was someone new, Josiah could tell that much. But he had skill with the Porcupine suit. And Captain America didn’t know if that skill came as a result of the Porcupine or because of Ultron’s manipulation. He didn’t quite care either way, though.

He glanced quickly over his shoulder. During their brief time training together, Steve had taught Josiah to be ever-mindful of the environment and this was one time where that skill came in handy. Captain America dropped to the ground and rolled away just in time to avoid an attempted sucker-punch from the Man-Ape. Instead of striking his target, the Man-Ape struck the Porcupine instead.

Captain America was back on his feet and he threw his shield at the Man-Ape’s head, which then ricocheted into the Porcupine and both the two villains fell from that double-strike.

Nightcrawler teleported once more to avoid the horns of the Man-Bull. He rematerialized on the behemoth’s back, gripping tightly to the Man-Bull’s horns as the villain bucked around to try and throw the mutant off. He teleported once more and reappeared in front of the Man-Bull. Kurt bared his fangs in a mocking smile as he beckoned for the Man-Bull to come at him. The Man-Bull responded with a huff, charging forward.

The mutant stepped to the side and as he did, he drew the rapier sheathed on his back. Nightcrawler twisted away from the Man-Bull and drove the rapier into his back, causing the villain to cry out in pain before he collapsed to the ground.

Ant-Man sat on the back of his flying pet, their speed able to keep them away from the pecking and pawing crows that stood in their way. If a few came too close within range, Ant-Man unleashed a bio-electric sting from the gauntlets he wore.

As they came closer to the center, the Ant-Man saw his target and sprung from the ant’s back. The Scarecrow couldn’t even see him as he came closer until he suddenly grew to full-size and delivered a powerful uppercut. The Scarecrow tried to counter with his scythe, but Ant-Man grabbed it and locked eyes with his undead opponent. As he did, his helmet communicated his thoughts and within moments, thousands of ants emerged from the ground, beginning to swarm over Ebenezer Laughton.

Iron Man and Storm hovered above Artesia. The weather witch’s eyes clouded, the beautiful crystal-blue color replaced with a blank, haunting white. She gestured with her hands, the clouds growing dark around her and the wind catching her cape and hair. Rain streamed down and she directed low-voltage lightning at the Zoms while keeping them at bay with gale force winds.

Iron Man flew closer to the residents, his suit firing off a combination of repulsor beams and tear gas canisters to immobilize as many of them as possible. More of the Zoms continued marching forward, trying to break through the cordon set up by the military and SHIELD. Fury and Hill led the charge, also attempting to use non-lethal force wherever possible.

Iron Man’s suit generated a force field which he erected between the soldiers and the Zoms. Only he and Storm were on the other side of it, with the two of them attempting to take out as many of the Zoms as possible without ending their lives.

“They aren’t staying down!”

“I know, Storm,” said Iron Man. “Try and keep as many off their feet as you can.”

“There must be a way to restore their minds.”

“If there is, we’ll find it, I promise you that,” said Iron Man. “And if we can’t, Ultron will find out just how vengeful the Avengers can be.”

Powderkeg came at Ms. Marvel, each of his punches generating small explosions that hit like a truck. Carol was finding it difficult using her energy powers to try and absorb the impact from each explosion, so she took to the air, only to ram straight into the Vision, who had solidified his body to diamond-hardness. The synthezoid gripped her throat tightly, his eyes glowing with solar energy.

“Vi-Vizh, what are you—ack!”

“I apologize, Carol. Quasimodo has managed to exert telekinetic control over my android body,” said the Vision. “Please forgive me.”

Ms. Marvel placed her palms against his chest. “N-no worries…” She directed the energy she had absorbed from Powderkeg into the Vision’s body, the force enough to break his hold on her. “When this is over, you owe me dinner.”

She dove towards Quasimodo, deflecting his eyeblasts with her own energy bursts. But then a bright flash knocked her from the air. When she struck the ground, Carol looked up and saw the Lightmaster come into view.

“Great, the third-rate Living Laser.” Carol flew at him and the Lightmaster changed his form back to an energy state. But rather than flying through him, Ms. Marvel’s unique physiology began to suck up the energy he was made of. Slowly, the Lightmaster came back into view, too much of his essence drained and he fell unconscious. Ms. Marvel used her newfound strength to return to the battle with Quasimodo, her powers keeping him off-balance long enough for her to deliver the finishing blow.

Before she could gain a respite, however, Powderkeg was back on her. Ms. Marvel could barely keep up her defenses as he drove his explosive fists against her body. Without warning, his entire body suddenly stiffened and he fell to the ground. As he did, Ms. Marvel saw the ghostly form of the Vision standing where Powderkeg had once been. He had gone intangible and flown into the villain, slowly solidifying his entire body until Powderkeg’s body couldn’t handle the shock.

“Nice try,” said Carol with a grin. “But you still owe me dinner.”

Ultron watched the events unfold on the monitors. Some of the screens displayed the lifesigns of the Zoms and many of them had dropped thanks to the efforts of SHIELD and the military. But it wasn’t the loss of soldiers that disturbed the robotic tyrant. Rather, it was the gall of the Avengers to attempt to challenge him yet again.

“A lesson is in order, I think,” he said as his eyes crackled with energy and the machinery around him sparked to accelerated life. There came the sound of a far-off rumbling as the entire base began to violently quake.

Back above ground, on the blood-soaked streets of Artesia, the gathered Avengers looked up as an ICBM slowly rose from a silo just beyond the boundaries of the city, arching up into the pristine blue sky.

Ms. Marvel gave voice to the one thing the others assembled were all thinking: “Oh, fuck…”

NEXT: Ultron has launched nuclear annihilation against some unknown city. While Iron Man and Ms. Marvel race to stop the missile, the rest of the team descends into Hell to face their worst nightmare. Duck and cover people. It just gets worse…