Hank Pym stared at his living room television set with haunted, guilt-filled eyes as live news feeds of the assault on humanity began to come in from across the globe.

Thousands of people were dying again because of him, the man who created Ultron, the worst monster earth had ever known.

He knew if he had anything to feel guilty about it was this, not for striking his ex-wife in a moment of insanity. He would always love Janet, and would feel deeply ashamed for what he’d done to her during his madness, but he’d come to terms with it, and so had she, even if so many of their so-called friends had not. If they wanted to accuse him of a great wrong, sanctimoniously hold something over his head for the rest of his days, Hank wished it would be for Ultron. That he could and would accept, as he did accept his large share of the blame.

Hank had helped to form the Avengers, had taken part in saving the entire planet on more occasions than he could remember, and made scientific breakthroughs in biochemistry and particle physics that would be learned about in college textbooks for centuries to come. But being the man responsible for Ultron’s existence would be what he would really be remembered for. Today in many parts of the world it was what he was almost entirely known for, especially in Europe where he was indirectly to blame for the destruction of an entire nation that had died at the hands of Ultron.

If he could live for a million years Hank knew he could never possibly make up for Slorenia.

Not that he would stop trying.

He would never stop trying.

Washington D.C.

Cap thrusted his shield into the face of an Ultron drone; it's emotionless face shattering upon impact. A swipe of the curved edge busted right through the second drone that came up beside him. As he took measure of their progress, he realized they had made quite a pile of rubbish. But, his eyes began to become wide when he saw a large, thirty foot tall Ultron drone heading toward them.

Triathlon in his hotly incensed state grabbed two drones, and threw them into the large one, only to watch as the smaller drones melded with the large one, making it grow slightly.

"Keep it away from the others!" said Cap, as he swept low, and tripped a drone coming at him. His shield came down right between its eyes, pulping its head.

Speedball bounced off a car, and cried out in excitement. His kinetic field struck the large drone in the face sending it tittering back.

"Air mail!" he said, as he bounded off the ground, several times backwards with a good view of it falling. When it hit the pavement, he pumped his arms. "Am I good, or what?"

When it raised up, his jaw dropped. "Okay, maybe I'm not as good as I thought."

He bounded away, as the drone fired upon him.

Varf Mandra, Transylvania

As the whole industrial world lay under siege, Karl Amadeus Mordo stood safely in his private sanctum and watched the Avengers through his scrying pool, fully aware that should Doom’s gambit fail it would fall on him to move on the heroes next. Though they were known as Earth’s Mightiest Heroes, Mordo was quite confident he could make short work of them all. Truly, without a mystic among their ranks, or at present, a Thunder God, what possible hope could they have against his powerful magicks? He could not see any reason why mere mortal beings such as they would fail to succumb to some of his moderate-level spells, let alone the most fearsome and terrible ones he could cast.

Frowning, Mordo spared a look over at the tear shaped mirror hanging on his wall that displayed an unending blackness within its eldritch frame and wondered not for the first time just why his master was placing such focus on the Avengers? There were others in his mind that the Cabal should have been giving equal attention to, the Sorcerer Supreme for instance; yet time and again it was the Avengers who kept meriting the majority of their concentration and planning. Why? What made them so special?

Wakanda;

“You know why I’m here, so with all due respect, don’t waste my time.”

The words were spoken far too bluntly, conveying a certain lack of respect in their tone that was rarely seen in the great hall of the opulent palace. Some fifty-three men and women who were gathered around the brazen speaker --guardsmen, servants and royal advisors-- all frowned in unison, displeasure clear on their faces.

T'Challa, the king of Wakanda who the world knew famously as the Black Panther, however, did not feel resentment at his former teammate’s attitude, having fully expected it. He stared down from his throne with a mixture of tolerance and sympathy. “Yes, Doctor Pym, with an army of Ultrons overrunning the planet, I believe I can safely assume why you have come.”

“I need Anti-Metal,” said Hank, his voice urgent and dire. “It’s the one thing that can stop Ultron.”

The monarch pursed his lips. “You sound very certain of that, as certain as you are that I would have this Anti-Metal to offer you. As you know, this particular isotope you speak of is not native to Wakanda. The only known source for it is the Savage Land.”

“Damn it, T’Challa!” Hank shouted. “How ignorant do you think I am? I know about your close alliance with Ka-Zar, and how he’s given samples for you and your scientists to study!”

“So word has leaked out, has it?” said T’Challa, thoughtfully. “Ka-Zar signed an agreement with the United Nations that explicitly bans the transfer of any indigenous plants, animals and minerals from his kingdom, though he did agree to gift me with some Anti-Metal before he became a signatory to that treaty; a day before to be exact.”

Hank was losing his patience. “Look, I don’t care how you got it, as long as you do, and you’re willing to give it to me!”

“Calm yourself, Doctor,” T’Challa exhaled. “I am aware of the gravity of the situation, as I am aware of the blame that you assign yourself for it.”

Clad in his pitch black ceremonial costume, but with the mask off, the African monarch rose from his throne and descended the marble steps, his practiced movements both very regal, and very pantherish...

As he stood before Hank, a feather plumed servant stepped forward with a small container the size of a shoebox.

“My King,” the man said, half kneeling as he proffered it.

T’Challa gave a nod and signaled for him to open the container.

Hank turned and stared at the jagged piece of metal revealed within. No bigger than his own hand, he knew if properly wielded it was capable of easily destroying something as large as an Avengers quinjet.

“Take it,” said T’Challa. “I had this piece of Anti-Metal prepared for you upon word of your impending arrival. Of all the varied samples that are currently in my possession, its destructive qualities are the most potent.”

“T’Challa,” Hank started, now looking apologetic. “I--

The Black Panther raised a gloved hand, stopping him. “It is an honor for me to aid you, a man who I have always held in the highest regard.”

Hank was moved by the show of kindness. “Well, I truly appreciate that… but with what’s occurring right now around the world, I don’t think too many people are exactly feeling the same way…”

“I doubt they are,” said T’Challa. “Nor do I envy the heavy cross you have to bear. But know Doctor, that you have a constant friend and ally in me. In fact, I think I would like to accompany you to Latveria.”

Confused, Hank said, “Why would I be going there?”

“SHIELD has pinpointed Latveria as the originating source of Ultron’s technoforming rays,” explained T’Challa, pulling his trademark cowl over his head. “I believe we should pay my fellow monarch there a visit, don’t you?”

“Ultron and Doom working together?” Hank muttered to himself. “It doesn’t make any sense…”

“No, their goals are too incompatible,” agreed T’Challa. “Whilst Doom wishes to rule mankind, Ultron wishes to supplant it, if not exterminate humanity outright."

"You don't mean?" he asked.

"I'm afraid I do, my friend." He walked with Hank outside where a Wakandain jet was prepped, and ready for take off. "Ultron has claimed Latveria in Doom's absence. Where the real Doom is I do not know*."

"Then let's go; if we can stop this madness at its heart," he said; his head lowered. He slipped his Yellow Jacket mask on. "Then maybe I can finally be rid of my demons."

"Agreed."

The two climbed aboard a jet, and set off for Latveria.

Castle Doomstadt, Latveria;

The quinjet landed with a hush, and Iron Man and Jolt disembarked. With a signal from his helmet, the quinjet went into auto-lock preventing anyone but him, or those with an Avengers identicard, from entering. Jolt let her bio-energy cascade between her finger tips and followed Iron Man as they came toward a cliff side.

"Why don't we fly up?" she asked.

"Because Ultron probably already knows we are here," he said and pointed to the energy rods that stood upon the castle walls. "With those energy rods he could easily wipe my armor of its power, and exhaust your energy supply leaving you weak, and docile."

Jolt shrugged, "Well, I don't see how climbing well help us?"

"We're not climbing the cliff face," he said, and pressed in a rock that was uneven with the others. "We're using a short cut."

She followed Iron Man inside of the secret entrance, and the walls became alight when he touched them.

"Did you do that?"

"Yes," he said.

"Okay."

"Just stay near me," he said, and ran a full spectrum analysis. "We don't want to be separated."

"I--" she couldn't finish her sentence as a hole opened beneath her feet, and tendrils came up, snatching her and dragging her down deep before Iron Man could react. He cursed himself for not reacting to the warning his sensors gave him faster.

Your apprentice is quite a bundle of energy Iron Man; if my sensors are accurate she, like Robert Baldwin, is in the Hulk's class. That is, if she ever reaches her full potential.

"Let her go you monster!" his modulated shout rebounded off the walls, which prevented him from getting a pin point location of where Ultron's voice came from. He ran a T.S. sweep to make sure Ultron had not any attempts at infiltrating his systems.

Don't bother Iron Man; I have not entered your systems. I don't need to in order to destroy you.

"You sound mighty confident for some one whose died plenty of times."

I can never truly die; I will always evolve to carry out my prime directive.

Everything became quiet then, and not another word was said. Iron Man used his sensors to try, and pick up Jolt's life signs. In a span of a minute, he managed to fix an exact location.

New York City, New York;

Jen walked the lone streets; her legs were wobbly, there was tension in her head. She could barely think straight. A car swung into her path, and hit her. She flew up, and over; collapsing on the other side. Several people came over to check on her, but what they found was not pleasant. Her eyes had become green, and filled with malice. Her clothes ripped, and she grew to near seven foot height. Her statuesque bod become more muscular than usual, and her hair grew longer, and more wild. She let out a roar, and began a vicious rampage through the city.

Washington D.C.

Cap tossed his shield, the indestructible symbol of liberty smashed into the Ultron Drone's head, and then returned to his hand. Speedball slammed into the drone's kneecap, causing it to fall, and an artillery shell from the arriving army reserve blew the head off the drone as it lie on its back.

"What now Cap?" asked Speedball, as he landed beside him.

"Well, first we need to find Triathlon."

"Where did he go?"

They looked around, and saw no sign of their teammate. Which left them to wonder where exactly was he?