Manhattan, Kansas
Population: 52,000
Ten minutes ago…

David Lawton loved his job. He loved to fly bottom line and was one of those lucky souls who actually found a career to match his passion. Granted, crop dusting was seasonal, but he was licensed to teach as well, and of course there were plenty of damn fools that would hire him out for skydiving runs. Hey, money was money, right?

Regardless, whatever got him into the air. He loved the solitude of the dusting jobs most of all though. Being one with his plane, alone in the sky with his music blasting in the cockpit. There was nothing like it to compare, especially on a beautiful day like today.

He had never seen the sky quite so blue, so clear as to be almost pristine. He could see for miles across the great flats of Kansas, leagues of perfectly sculpted plots of browns and greens stretching to the horizon in almost every direction, broken only by roads cutting through the fields and the Kansas and Blue Rivers converging on the city to the northeast. Even the ‘Little Apple’ seemed picturesque in the distance, its skyline sparkling in the sunlight, buildings shimmering and aglow. He knew if he flew just a little higher that he could see Topeka, a mere fifty miles east along the Kansas River, and the growing industry between. Another twenty years and Manhattan would be a suburb of Topeka, he figured, what with all the developers and retirees moving into the area. The city was booming lately. Still, on a day like today it was damn gorgeous. A regular Kodak moment.

David forwarded the throttle on his single engine Cessna 172S, adjusting his stance on the foot pedals to level out the plane as he swung in low over the sea of wavering green below. He glanced away from the view out the windscreen and checked his gauges even as Pink Floyd shifted into high gear withRun Like Hell. David let out a loud whoop as he eased open the pesticide nozzles, leaving a wide cloud of spray in his wake, swooping just a few feet above the seemingly endless rows of budding corn.

A light flashed indicating that tank two was empty even as he pulled back on the throttle to rise and arch around for another run. He held the plane in check as he swept about, fingers flipping switches to shift the lines to tank three, bobbing his head in time to the music, enjoying the day. He had no idea how other people with regular nine-to-five jobs did it. He glanced back out the window, nothing but blue and the dazzling orb of the sun hanging low to the west—

“What the fuck?”

David blinked as he saw something in the distance, heading dead on his way by the angle from the southwest. I didn’t look like any kind of plane he had ever seen, and the way that it was arching down, it looked almost like a rocket, trailing a long column of black smoke behind. He craned his neck to keep the thing in sight for as long as he could, cursing as he had to adjust his own path to come around again.

When he finally got into a facing position again he saw that the thing was closer. Much closer, and it looked like it was on fire and were things falling off of it. “Jesus H…” It WAS a rocket. He had seen enough shuttle launches to tell and by the look this one was aiming straight for Manhattan!

David Lawton flipped off his music and struggled to get his earphones up off his neck and onto his head. He flipped open the radio transmitter, his gaze never straying from the rocket as he started screaming into his microphone.

“May Day! May Day! MHK! MHK! There’s something—”

David Lawton’s frantically urgent warning was never finished as the beautiful blue sky went suddenly white with a glare that diminished the golden glow of the sun…

RISE OF THE MACHINE

Part III

By Curtis Fernlund and Dino Pollard

Manhattan, Kansas
Population: 51,999
Now…

He was falling.

He must have blacked out for a moment, because he did not remember…

Remember…

“Jesus,” Tony Stark whispered, his eyes growing wide at the flickering internal displays within his helmet. Everything was redline or worse, worse being out; offline. He could hear the varying pitch of alarms wailing in his ears, the low murmur of the computer’s voice frantically shifting through programs and protocol, trying to reboot the main system from the automated that kicked in, in emergency.

Tony’s eyes darted about, his mind racing as he calculated the damage, trying to mentally distribute the fluctuating power throughout the armor to the most necessary functions. Life support had kicked in and sealed the armor as the first erg of radiation had washed over the armor. The helmet and chest plate were secure and intact, but the silhouette display screen showed multiple breaches especially along the legs and arms. Hell, he could feel the heat of the radiation sizzling on his skin, and the rush of air as he fell. Falling…

“Computer! Initialize boot jets!” he shouted, watching as the screens flickered and power shifted. He felt his internal gyros rotating his body, trying to get his feet under him, felt the sputtering lurch as the jets kicked in, but at a meager 37%. He glanced at the altimeter and saw the ground swiftly rising to catch him, one hundred twenty-three yards of open air and dwindling rapidly.

“Cut power to weapons! Open the solar cells 100% and align conversion to absorb external radiation!” Tony watched as the computer complied, but oh so slowly. Jet power was at 58% and rising, but so was the ground at 73 yards. “Boost reserves to the jets! Shut down all non-essential programs!”

He was sweating already as the life support shifted to low and he immediately felt the heat from the explosion as the armor soaked up energy. He hoped that the physical insulation he had built into the suit would compensate against the radiation, but he would deal with that later. If he survived the impact of the fall.

He watched the internal monitors, the few that remained connected to the immediate crisis. Eight-two percent power to the boot jets at twenty-eight yards. Air speed was 48 MPH, slowing gradually. He wasn’t going to make it, and it was going to hurt…

IMPACT!

He was not falling.

He must have blacked out for a moment, because he did not remember…

Remember…

Tony Stark groaned as he tried to focus on the internal displays. The screens had shifted, the computer rerouting power from the boot jets now to activate whatever it could that was not damaged beyond the automated repair system’s ability to handle. A full system restore was in progress, but it would take time, which Stark probably did not have enough of.

He glanced at the onboard medic screen and saw that despite the expected rise in anxiety and blood pressure he was physically uninjured. Nothing was broken at least, though he was quite certain that he would be one huge purple bruise for the better part of a month. The armor had held though, and once again had saved his life. “Bless you, baby,” he whispered a prayer.

For the moment however, with the power rebooting the internals he was paralyzed. It would be a few minutes before he would be able to even see what was still working within the suit and what was fried. The initial EMP had shut him down as expected, and between the subsequent heat and concussion, and then the fall to earth, well he had to hope for the best. He had to get back to Artesia as quickly as possible. The Avengers would need him to defeat Ultron and…

“Carol… Computer! Enhance long range sensors! Five miles!”

Tony Stark licked his lips anxiously waiting for the computer to comply. Short-range proximity scanners showed several small hot spots within a mile radius, and as the range extended another, larger came into view at two miles east. GPS tagged it as Manhattan, Kansas, and it was in flames more probably from the rocket’s debris than the effects of the Neutron Bomb. How many more dead at the hands of Ultron?

Environmental sensors indicated that the external heat and radiation were diminishing though, and that could mean only one thing. “Computer! Depolarize view ports,” he commanded only then realizing that the helmet had shielded his eyes from the glare of the blast. He watched intently as the eye slits brightened from black to a shielding gray, stopping at a level that would not permanently damage his eyes. Even so he started to tear as he squinted up into the dazzling display above.

He could actually see the swirling funnel of heat wavering radiation spiraling skyward. It was like a tornado in reverse, with the tip just over two miles overhead and still ascending. He strained to see, to catch a glimpse but there was just a white-hot glow where all of the energy was converging, a fiery pinprick of light that he knew was his teammate and friend, Carol Danvers.

Ms. Marvel pushed forward towards the heavens. Her body felt like it was on fire from all the radiation she had just absorbed. It was overloading her system. Even with her advanced physiology, it was almost too much to contain. She held it at bay for the moment, but she was well-aware it was only a temporary measure.

The radiation seared the clothes from her body. Her skin had turned bright red and she could already feel it beginning to blister in places. The heat was excruciating. She pushed up higher and faster. Carol’s hope was to reach the upper limits of Earth’s atmosphere to expel the pent-up energy—even if she had to risk asphyxiation to do it.

Too much radiation had already gotten past her ability to absorb it, killing God only knows how many people and likely devastating the crops in the area. She wouldn’t allow any further damage to happen on her watch—she wasn’t about to give Ultron the satisfaction of winning.

The power built up inside her. Carol could almost imagine her skin bubbling up and bursting from the barely-contained power. She pictured herself being the center of a mushroom cloud, her body blowing apart as the radiation ravaged the American midwest.

No, that wouldn’t happen. She wouldn’t let it.

The air grew thin. Carol found herself beginning to gasp for breath. She still needed to get higher, though. The blue sky gradually turned to black and stars came into view. Carol finally gave in and allowed the power to flow from the palms of her hands as she screamed.

She fell back, going through the atmosphere once more. The radiation was gone, but Ms. Marvel could not remain conscious long enough to see the result of her efforts. Instead, her unconscious form plummeted back down to Earth with the force of a meteor.

Artesia, New Mexico
Now…

Ororo Monroe shivered to hear the maniacal, mechanical laughter emanating from the audio speakers scattered throughout the dimly lit hallways of Thunderbolt Base, echoing back and over again endlessly. In the years since Charles Xavier first approached her to join his new X-Men she had battled what she had thought to be truly evil beings that had been bent on destruction, devastation, domination on grand scales.

Dracula… Doom… Magneto… The Brood…

But in all that she had seen, every villain that she had ever engaged there had been a twisted morality, at least from her perspective. Victor Von Doom simply thought himself better than everyone else and should therefore rule. Magneto had a biased goal of racial purity. Even the Brood’s machinations were driven from cultural heritage; to expand and conquer.

Ororo realized now that she had never encountered true evil before. Ultron was a machine, albeit sentient, and apparently with emotion but without moral or soul. He was a Nationalist to the extreme, bent on the eradication of all life that his Machine State might inherit the Earth. He did not care, and in fact encouraged death and destruction on a vast scale. Billions would die by his hand if left unchecked, and the Earth itself would become a desolate wasteland, void of life.

What need had machines of flowers and trees after all?

She shuddered again at the images that flitted through her mind’s eye, tears welling at the death of the Earth Mother and all that she gave. It was incomprehensible-

“Ahh!” she yelped to feel a hand on her arm and turned to see Kurt Wagner beside her, a look of compassion and concern on his dark blue face. Dear, sweet Kurt. She was both glad that he was here, and sorrowful as well, knowing what they had all experienced, and what lay ahead. Evil incarnate.

“Are you all right, Ororo?” he asked and she could hear the love and sympathy in his voice. She knew that he thought that she was panicking and tense from being so far underground, almost buried within the constricting walls of the military installation. Her fears ran deeper than that however. She forced a weak smile, her hand touching his on her arm and squeezing reassuringly.

“No, but I will survive.” Kurt smiled back and they both looked forward at their fellow Avengers creeping boldly through the cold hallways of Thunderbolt Base. It was an Air Force installation by designation, but they had all come to learn that it held a number of nuclear missiles, all of which were now apparently aimed at strategic locations around the world. Storm frowned at the potential for disaster, at the stupidity of those that ruled for even creating the means of total nuclear devastation. She wondered briefly just how many more such bases littered the globe, forever on edge and ready to strike out and destroy. She wondered why mankind was ever ready to fight rather than live in harmony and enjoy the gifts of Gaea, the Earth Mother and Goddess of all life. It made no sense.

She stopped as ahead the Vision halted. He had been leading the group through the corridors, his computer sharp mind tapped into the schematics of the base and guiding them to the main control room where Ultron was housed. In the eerie glow of the emergency lighting his face looked almost ashen as he turned to address them. He looked even more grim than usual.

“I am receiving data,” he said coldly, the pinpoint lights of his eyes flicking slightly. “The bomb has detonated. Iron Man and Ms. Marvel were apparently unsuccessful.”

“Mein Gott,” Nightcrawler said at her side, his voice a choked whisper. Ororo saw Kurt cross himself, his eyes closing in prayer for those that had died, both civilians and the two who had sacrificed all to try and save them.

She looked to the other member that she could see and saw grim determination on the face of Captain America. Josiah X had proven himself in the ranks alongside she and Kurt, all new to the Avengers. She was not certain just whom he had battled in his short career as the replacement for Steve Rogers, but she knew that this would be his ultimate test. Evil incarnate awaited them, a soulless machine that wanted them all dead.

Ororo could barely see the final member of their band. Scott Lang the Astonishing Ant-Man had simply been in the wrong place at the wrong time and had been drafted to join the battle. He had joined without pause however, a true hero in his own right and proud replacement of his predecessor Henry Pym. As he flitted about on the back of a flying ant almost microscopic she could only imagine that he would rather be at home with his daughter, but he had graciously joined the team to help as best he could.

Storm felt a swelling of pride to be here oddly, steps away from death’s door yet in the midst of legends and heroes about to give their all that the world might survive, to live to see another day. She had been here before in the company of friends facing death, but the X-Men had become family over the years. This was different. This was the Avengers…

“The control room is just around the corner and down a short final corridor,” the Vision said breaking her from her reveries. “Ultron knows we are here, certainly. Knows too that you are all weakened from Nuklo’s assault. Ultron has always been arrogant, and he will be merciless. In the past he has been as most villains; overconfident in his abilities to the point of miscalculation. His downfall has usually been the Human factor, the resource of ingenuity in desperation that is common amongst you.

“Physically we are ill-prepared to assault him directly. With my mass hardened to diamond-like density I am best suited for a hand-to-hand confrontation, my weight near equivalent to 90 tons and my strength comparatively proportional. I shall engage directly, hopefully distracting while Storm, Nightcrawler and Captain America provide support. Do not hold back. Ultron, like myself, is a machine. Though he may speak and act as though living, he is a construct, and should be dealt with accordingly.

“Scott Lang. It will be your job to infiltrate the computers and shut down the missile’s launching capabilities. I have every faith in your ability to do so, and that is our primary goal. Left unchecked, the world is doomed as Ultron can no doubt launch his assault with a thought. His overbearing arrogance and the desire to see us, the Avengers humbled will be his undoing in the end. Does anyone have anything to add?”

Ororo felt a chill run down her spine as the laugh track restarted echoing maniacally. No one spoke for a time as the Vision looked upon each of them. Captain America finally broke the silence, his voice sounding hollow and cryptic.

“Avengers Assemble.”

The team rounded the corner to find something surprising. The heavily-shielded doors leading to the control room were wide open. An invitation from the insane robot, taunting them to come inside. Captain America took point, his shield held in front of him as he lead the group inside. Storm had to give the man credit—he was no Steve Rogers, but he had a commanding presence all his own.

Inside, Ultron stood in the midst of the base’s computer controls. Behind him was a large monitor taking up the entirety of the back wall. On the monitor was a map of the United States with a massive red circle both where Artesia and Manhattan once were. The laugh track they heard over the intercom continued to play, intended to demoralize the Avengers and leave them on edge. And the mad creation of Hank Pym’s looked at them, his hauntingly emotionless metal face somehow having an appearance of extreme arrogance.

“Welcome, my creation,” Ultron said directly to the Vision. “Welcome my son. And the Avengers, such as you are. A pity the others are not here for the final battle; Thor, the real Captain America, and of course my dear mother and father. And the Scarlet Witch. She will die a lingering, painful death for the past indignities that she has heaped upon me. I will suffer your assault briefly, meat, then go forth and deal with the true threat.”

It led off with the Encephalo Beam, widening to encompass the team. Precautions taken by the team prior to departure allowed for mental defense against the attack. The Vision took the worst of it, attempting to go intangible before it struck, but still falling to the ground with a scream.

Captain America threw his shield, sending it careening about the room and eventually hitting the ceiling and striking Ultron behind the neck. The attack proved completely ineffectual. Nightcrawler moved next, drawing the rapier from behind his back and teleporting in, striking at various spots on Ultron’s adamantium body, trying to locate some weak point.

Ultron meanwhile remained still, allowing the mutant pest’s attacks to continue. It logged and analyzed each location the former X-Man appeared in, calculating the probabilities of his next point of arrival and when he did, he reached out into empty space and almost instantaneously Nightcrawler’s familiar energy signature appeared and the mutant found himself in the robot’s waiting hands. Ultron raised the struggling Avenger and forcefully slammed him against the ground.

Storm gathered her namesake, sweating and fretting so deep in the complex, finally calling lightning against Ultron. The attack staggered him for a moment, though he compensated quickly, shifting slightly against the assault. He stared at the weather witch with cold eyes and in a hollow voice, said: “thank you for contributing more power to my reserves. Allow me to return the favor.”

Ultron unleashed the energy at the trio, with Captain America moving forward to try to absorb the brunt of the attack with his shield. He stood his ground, but the force of the attack started to cause his legs to buckle. Storm aided him by providing additional winds to buffet him against Ultron’s assault.

Meanwhile, Ant-Man slipped inside the computers, working desperately to override the launch protocols. He was initially a thief and knew his way around a security system. Also his work with Stark Enterprises, the Fantastic Four and Oracle Inc. had given him the know-how to shut things down but it will take time.

Captain America strode towards Ultron, now that the energy attack had stopped, using his shield as a blunt instrument. Ultron deflected many of the attacks and laughed as it swatted the Super Soldier away with one strike.

“Rogers would have known what to do. But you haven’t the means to defeat me, you pathetic stand-in. A second-rate Captain America is nothing against the likes of me!”

Storm ran through the weather gauntlet, assaulting Ultron with cold and rain and heat but nothing had any impact. It stood fast against her gale force winds and laughed as she coated his body with ice. Almost as soon as she finished, Ultron broke free of it.

Nightcrawler teleported to the robot’s side with a chair in hand, actually teleporting the chair into Ultron’s body as he reappeared. The chair exploded and Ultron remained unaffected, his internal computers adjusting to fend off the assault. The impact, however, caused Nightcrawler to be blown back and knocked unconscious as he slammed against the wall.

The Vision rose as Captain America charged forward again. Ultron slapped Josiah down contemptuously, laughing at his feeble attack. “Pathetic fleshbag, the only thing you succeed Rogers in is your annoyance.”

The Vision surged forward intangibly, hoping to disrupt some inner workings as he phased into Ultron. There is a flare of energy as the Vision’s arm exploded, the android staggering back with his stump sparking.

“Fool,” Ultron sneered. “I prepare for every contingency. Did you think I would not be prepared for your phasing powers?” Ultron raised his hand and blasted the Vision away.

With her teammates all down, Ororo cut loose, assaulting Ultron with wind and freezing rain, lightning striking over and over hoping to overload his power resources. He staggered under the assault, but his internal computers eventually compensated and he lurched forward against her best. Storm backed away, directing the elements against him, but Ultron ignored her best efforts, continually striding forward and eventually grasping her about the throat.

“Mutant bitch,” it said as it tightened a fist and raised Storm off of the floor. “Bad enough to be human, but you are so beneath me.”

Storm struggled and kicked, directing the lightning into Ultron’s arm but the robot ignored it, its fingers tightening about her throat. “I will end you existence quickly,” it said.

Ultron sprawled forward as something slammed into him from behind. Storm slams against the far wall as Ultron skidded along the floor, kicking up sparks. Ororo saw the Vision striding forward, Captain America’s shield on his arm, the floor cracking in his wake as he increased his body to its maximum density.

“It ends here, ‘father,’” the Vision said, raising the shield high on his whole arm, the other sparking and spitting electrical fire. “I’ve had enough of you!”

Ultron fired off his Encephalo Beam again, but it was too late. The Vision screamed but was caught in the momentum of his attack, driving Cap’s indestructible shield down and backed by 90 tons of mass. Ultron screamed as the shield severed his head and energy raged thoughout the chamber.

Scott Lang emerged from the computers, growing to normal size. He was successful. He saw the Vision slumped over the headless body of Ultron. Both Captain America and Nightcrawler were unconscious and Storm lay against the far wall, slumped over, her white eyes wide.

“Jesus…” he said, then rushed to Storm’s side, trying to help.

Meanwhile…

Iron Man rocketed skyward. His armor spat sparks and he couldn’t feel his left leg because of the radiation burns. He ignored the pain however, his sensors set wide as he scanned for his teammate. His power levels were low, almost non-existent, but he careened upwards as fast as possible, boot jets sputtering and smoke trailing in his wake.

He spotted the naked form of Carol Danvers falling, her long blond hair billowing behind as she spiraled down. Her skin was red and scorched from the energy that she had diverted, taken into herself to save thousands. He soared upwards, easing the power in his jets as he neared the limp form of his friend, matching the rate of her descent and finally cradling her in his arms.

“Rest easy, Carol. I’ve got you…”

Location Undisclosed

“Thousands dead, two cities devastated, including a massive chunk of Kansas and its crops.” The members of Control looked from one to the other and the man who stood at the fore smiled. “Gentlemen, I believe congratulations are in order.”

“What sort of damage are the Avengers looking at personally?”

“According to Hill’s report, the Vision lost an arm and Ms. Marvel was burned out trying to drain the radiation. That’s two members down. The new Captain America was made to feel inferior to Rogers thanks to Ultron’s mocking, perhaps that will have a detrimental psychological effect on him. The mutants were knocked unconscious but not much more damage.”

“And how is this playing out in the media?”

“Ultron’s defeat is being downplayed. The media is spinning this more towards how badly the Avengers fucked things up—playing up the death and destruction as opposed to the millions they saved.”

“No one must get cocky. The Avengers were humbled this time and this may grant us a bit more freedom to maneuver for now. But they will return. And with Strucker now dead at the hands of his son, we’ve lost one of our own as well. We still don’t know if his son will cooperate with us, so Hydra may no longer be available.”

“Strucker’s death is a blow, but not a major one. We still hold all the cards, gentlemen. We’re still in control.”