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They were losing terribly.

Aerial support was down to nothing. Sam was down for the count, Rhodey’s suit had been utterly destroyed, and Vision was the only one in the air still fighting off Ultron’s drones. Natasha and Clint were trying hard to keep everyone on the Helicarrier safe while Wanda and Rhodey were trying to untie Tony. Steve and Thor were fighting Ultron on top of the carrier, but from the sound of Steve’s voice, things were not going as well as expected.

Tony was so stupid. They knew Ultron was back, and they knew he was out for blood, specifically Tony’s blood. So Fury had told them to lay low, go into hiding, wait it out. But of course Tony thought nothing of it when, two days after receiving that message, he got another message from Fury telling him to meet him on the Helicarrier. Even though Fury was the one who told them to lay low and not use their powers, as soon as Fury said he needed Tony’s help he jumped at the chance.

He was tired of sitting around doing nothing while that psychotic monster he created was out there destroying the world, his world. The world he fought so hard to protect and keep safe. The world he created Ultron to protect. But look where that had gotten him.  He had been restless, waiting for a chance to jump back into the fray and do whatever he could to take down Ultron again, this time for good.

So when Fury told him he’d gotten a lead and he needed Tony there to track it, Tony had jumped for the chance to do something. It was driving him mad, sitting around Barton’s farm and waiting. He got the coordinates to the Hellicarrier and flew off in his suit, but when he got there, well, he should’ve known something was fishy.

Even with the fall of SHIELD, the Hellicarrier was always covered in people, running around from quinjet to quinjet, making sure they were ready to take off or fight at a moments notice. But it was empty. There was no one around and no one walking across the runways. That should’ve been the first warning. But he continued, thinking that maybe since Fury had wanted them to lay low he would want the people on the Carrier to lay low too, for their own protection.

Walking down the hall’s should’ve been his second warning, should’ve sent red lights flashing in his brain. There was no one. The halls were all empty, and no matter how many times he tried to get in touch with comms in the place, no one would answer. Fury wouldn’t answer. But instead of turning around and heading back to warn the other Avengers that something was wrong, he kept going, egotistically thinking that whatever had happened, well, he could probably handle it on his own.

That had been mistake number three. And three strikes and you’re out, right?

He had walked into the main control room of the Carrier when his ears were filled with a high pitched whirring sound. He doubled over, scratching and grasping at his helmet, trying to get it off in time. He felt the electricity flow through the suit and felt it shudder and freeze before falling harmlessly from his body.

He barely had time to reorient himself before he felt the cold metal hand around his neck, and suddenly he was staring into the red dot eyes of a mega-sized Ultron.

“I’ve been waiting for you, Stark,” he said with a smirk.


“Hey, has anyone seen Tony?” Laura asked, as she came into the living room where the Avengers were playing with the kids. Something is up with the washing machine again, I was hoping he could look at it?”

“He might be outside,” Wanda called from where she was playing with Nathanial. “He said he was going out to clear his head. I’m sure he’ll be back before dinner.”

And that was that.


Until later, when dinner had been had and desert was being devoured and no one had seen hide nor hair of Tony.

“Clint, honey, will you go look for him? I’m just thinking he might’ve wandered to far and gotten lost,” Laura said as she cleaned up the table after everyone.

“Yeah, sure,” Clint said, kissing his daughter before standing. “I doubt he got lost though. Probably avoiding everyone. You know how he get’s about Ultron.”

“Still, she’s right,” Steve said with a frown, helping with the dishes. “If we’re supposed to laying low and staying out of sight Tony shouldn’t wander far.“

“Alright, I’m going, jeez,” Clint scowled, standing and walking out the door.

“I hope he’s alright,” Laura said with a frown, staring after her husband.

“I’m sure he’s fine, Laura,” Natasha said, standing as well. “It takes a lot to lose Tony Stark. Trust me, I’ve tried.”

“Mom,” Cooper called, walking into the kitchen from where he was watching cartoons in the living room. “Miss Hill is on the TV! She says she needs to talk to Dad and the team! It’s an emergency!”

The Avengers took a minute to look at each other and process what Cooper had just said before everyone jumped up from the table and ran into the other room.

“Agent Hill,” Steve called, completely in Captain America mode. “What’s the situation.”

“I can’t get a hold of Fury,” she said, trying to cool her features to keep the panic off her face. “I can’t get a hold of anyone on the Carrier. It’s dead up there.”

“Did Tony come back already? I thought you guys wanted me to - Hill, what’s up?” Clint stopped as he walked back into the house and saw the looks on everyone’s faces. “What’s going on?”

“Hill can’t get through to Fury or the Carrier,” Sam filled in. “She thinks something’s happened.”

“Why were you looking for Tony?” Hill asked, looking around the room and noticing the missing genius.

“He disappeared around three today, we haven’t heard from him since,” Steve explained.

“You don’t think those two things are related, do you?” Rhodey called from the back of the room, obviously worried about his best friend.

“I don’t know,” Maria said, her voice taking on a slight quiver and eyes widening. “Who do we know recently that has the power to cut communication with the Hellicarrier and would want to get Tony alone?”

Everyone stopped to look at Maria, each of them realizing just how big of a problem they might be in. When Tony hadn’t shown up for dinner, this was the last thing they had thought. Though they were here hiding from Ultron to begin with, so maybe they should’ve been more open.

“Right,” Steve said, standing as Maria gave the Hellicarrier’s last known coordinates to Vision so he could lead everyone. “Everyone suit up and be on the lawn ready to go in five minutes.” He looked around the room at all the grim and determined faces staring back at him, waiting for orders.

“Avengers. Assemble.”


And now they were here.

Ultron must’ve known they’d be coming at some point, and had drones stationed all around the Carrier in a sort of barrier. Sam, Rhodey, Vision, and Thor had taken off to fight them while Clint tried to find a safe way past them to land the Aven-Jet. When they did finally land it was just in time to see one of the drones use the same EMP Ultron had used on Tony earlier on Sam and Rhodey. Rhodey, being protected by the War Machine armor, crash landed on to the Hellicarrier’s runway, and felt as the suit fell to pieces around him. Sam, not being so lucky as to be covered in head to toe armor, was unconscious from electric shock before Thor had caught him and set him down beside Rhodey on the runway. He checked to make sure he was still alive before heading back into the fray.

Clint and Natasha got off the jet and ran into the carrier, their job to find any survivors and try to keep them safe. Steve got out and was going in with Wanda to try and find Tony while Thor and Vision made quick work of the few drones left.

Thought apparently Ultron hadn’t expected them to make such quick work of his drones, because before they knew it, more drones and Ultron himself were pouring out of the door leading to the main command center.

“I had hoped,” Ultron said with faked disappointment, “that you wouldn’t find me so quick. Oh well. Plans change.”

After a bit of rearranging and moving Sam’s body back on to the jet to try and keep him away from the fight, Steve and Thor were fighting Ultron while Vision handled the drones, Clint and Natasha went to rescue any hostage Hellicarrier personnel, and Rhodey and Wanda were going in to look for Tony.

They made quick work of finding him, and Wanda took out the drones protecting him pretty easily. There Tony was, tied up to a chair and looking like he had taken a few good punches to the face from a large metal hand.

“What the hell are you doing here?!” Rhodey exclaimed, running over to untie his friend. He stepped back when Wanda put a hand on his shoulder, moving him so she could use her powers to cut Tony free.

“He tricked me,” Tony said, bringing his arms around to rub his wrists once he was free. “He mimicked Fury’s vocal patterns and made me think he was him. Told me he got a lead on Ultron and he needed my help tracking him.”

“And you didn’t think to tell us or let us know something was fishy?!” The worry in Rhodey’s voice was quickly being replaced with anger as he looked at Tony will a disbelieving look.

“Obviously he wasn’t thinking,” Wanda said, helping Tony up. “But now is not the time. As strong as they are, I don’t think Steve and Thor can hold Ultron off by themselves for long.”

“They’re fighting Ultron alone?!” Tony shouted. “What about Sam and Vision?”

“Sam was taken out not long after we got here. EMP, knocked out my suit-”

“Yeah, mine too,” Tony said, looking around. “It should still be in here somewhere.“

“Well, it took Sam out completely,” Rhodey said as he watched Tony find his suit and try to reboot it. “Vision is handling Ultron’s drones and Hawk and Widow are dealing with any hostages and trying to find Fury.”

“Yes,” Wanda said suddenly, raising a finger to her ear. “Yes, Captain, we found him.”

“Good,” Tony heard once he put in the comm Rhodey had pulled out of his pocket for him. “Tell him to… to get up here. We’re gonna - argggh! - we’re gonna need you two up here fighting. Does he have his suit?”

“Yeah, Cap, I got it,” Tony said with a slight smile, “just trying to start him up.”

“Good. Hurry up… it’s getting crazy out her-”

STEVEN, LOOK OUT!” They all heard Thor scream before a cry of pain was heard through their comms.

“Steve,” Tony breathed before taking off, leaving Wanda, Rhodey, and Iron Man behind.

“Tony. TONY! WHAT ABOUT YOUR SUIT?!” Rhodey screamed after him.

“IT’LL CATCH UP TO ME WHEN IT’S DONE REBOOTING!” He called back. He didn’t stop until he hit the deck. He needed to get to Steve.

He burst through the door to the outside and was not happy about what greeted him. Thor was there, trapped under some satellite that had fallen from the somewhere on the carrier, struggling to climb out from under it. And there was Steve, standing by the edge of the carrier, suit torn and bloody, shield raised in a final defense as Ultron stood in front of him.

STEVE!” Tony screamed without thinking.

Ultron and Steve both looked back at Tony, obviously not expecting him to be there. Unfortunately Ultron recovered quicker, smirking back at Tony before turning back to Steve. Tony watched in slow motion as Ultron threw a beam at Steve’s shield from his mouth, hitting the shield dead center and shattering it, sending a now unconscious Steve over the edge of the Hellicarrier.

Tony didn’t even think about what he was doing. He didn’t stop to think about the fact that he didn’t have his suit, or that Ultron was standing right there. He didn’t think about anything except I have to save Steve.

He ran straight past Ultron and Ultron didn’t stop him. He ran and ran until he reached the edge Steve had fallen from, and dived off the side.

He flattened his body so he would fall faster, and tried not to throw up from the feeling he was getting from falling and watching Steve fall. I have to save Steve.

Once he finally reached Steve, he wrapped his arms around him tight and closed his eyes, willing his suit to be done booting up before he and Steve became a splatter on the ground. Come on, come on F.R.I.D.A.Y…

And then he felt it. The boot’s closed around his legs first, allowing him to try to flip his body and stabilize himself. He felt the knee piece and could feel the chest plat trying to attach itself to his body. One arm holding steve at a time he allowed his gauntlets to attach to his arms before he righted himself and flew back up to the Hellicarrier, what little was left of his suit turning to follow him back up. He looked down and watched as Steve’s helmet and what little remained of his shield continued to fall to the earth.

Looking at Steve he could now see the shallow rise and fall of his chest, indicating that he was still alive. But as his eyes traveled to the huge gaping wound on his left side from the part of Ultron’s blast his shield didn’t stop, he wasn’t sure how much longer Steve would make it. He was losing a lot of blood really fast.

When they finally reached the Hellicarrier Tony noticed that Ultron and his drones were gone, obviously happy with the damage and destruction they had caused today. Vision, Wanda, and Rhodey were helping Thor climb out from under the satellite while Natasha and Clint helped a very bruised and broken Fury out the door to the main deck.

Rhodey had looked up at the sound of repulsers, glad that his friend had made it away from Ultron alive, but his face quickly showed horror when he saw the state of Steve still hanging limply from Tony’s arms.

“Tony,” he breathed, running forward. “Wha-

“Help me,” Tony pleaded raising his faceplate, gaining the horrified attention of everyone else. “Please. We need to get him to a hospital or something.”

He looked over at Fury who shook his head. “Everyone else is dead,” he said. “You won’t get any help here. You’re going to have to go to a hospital.”

He looked over at Clint who was helping to keep Fury standing. “Go. Take the jet. Everyone else should be fine for now.”

Clint frowned. “But sir-”

GO,” Fury shouted, pushing Clint away. Clint nodded and ran to the Aven-Jet as Vision ran over to help Fury stay standing.

Tony nodded to Clint as they ran into the jet, stepping carefully over Sam’s unconscious body before laying Steve down next to him.

“Right,” Clint said from the pilots seat, already ready to lift the jet into the air. “Nearest hospital. ETA eight minutes.“

“You have five,” Tony snapped, grabbing a blanket and applying pressure to Steve’s wound to try and control the bleeding.

“Got it,” Clint said, and Tony realized they were already in the air.

Applying more pressure to the wound, Tony looked up to Steve’s face and couldn’t help but feel guilty. If I had just listened to my gut and turned back around…

This was his fault, all his fault. And he was going to fix it. Everything would be okay. Steve would be okay. He had to save Steve.

I have to save Steve.