Author's Note

i created this fic because i love comics and with Avengers 2 coming out i wanted to write something about ultron. i thought twilight being the creator would work best and if he was in equestria he could become over powered with all the magic there. if you hate this fic im sorry, it was made purely for fun and did not mean to anger any one with a bad crossover, though i think its a cool idea. Also sorry for the pacing and probably overall bad grammar, i had little computer time so i had to write quickly. I will make more chapter if i get 130 views and more likes than dislike. Thank you for your time and please enjoy! ^-^

The Creation: Chapter 1

As Twilight finished up the last adjustments to her creation, she grew more and more content with her-self. At first she was nervous, being the first pony to create a humanoid android in equestria, but with the data from Lyra and her adventures in the other world she believed this shape was best suited for household chores.

"OK Spike, prepare to power him up. I just need to upload his A.I. and then ill give you the signal."

Twilight quickly went to her computer and started uploading the A.I. file "Ultron mk5". This was only the fifth robot she created, all the other prototypes had failed. The others either weren't water resistant, randomly com-busted, or had to many bugs and glitches to keep activated. But this one was gonna be perfect. Twilight created an A.I. that could learn, evolve, and adapt to its surroundings. This was possible because she based it off of her own brain. If the robot was to be harmed by water it could repair itself and change itself to never be harmed by this substance again, kinda like a immune system.

"Upload complete, Ultron A.I. active." the computer announced, and twilight nodded towards spikes direction.

"Go."

Spike pulled the switch and powered on the machine. Blue light pulsed through the wires connecting the computers to the android and in a matter of minutes everything was dark. Twilight hesitated for a moment savoring the seconds before she changed history. She was 95% sure this was going to work, but that was good enough. Twilight typed in the security password to ensure nothing hacks into the software and watched as her creation was finally activated.

The robots eyes and mouth glowed blue and he spoke, " Internal software: active. External hardware: Functional. Live internet feed: Online, Software assessment: 100% functional. Scanning area."

Spike and Twilight watched nervously as everything seemed alright, she spoke " I am Twilight Sparkle, your creator. Can you tell me who you are."

The robot stared at her for a moment the spoke. " I am ultron 5, a cybernetic intelligence created with the primary function to assist pony-kind with any household chores."

" Very good, Spike unplug Ultron from the computer."

As he did so, Ultron took note of what was happening. His data bases shown that these wire were giving him a source of power and maybe helpful in the future.

"Ultron, you should know this castle also has an enormous library and your allowed to read any book in here to update your databases. I already uploaded basic understanding of your equipment and knowledge of our language so the rest is up to you." Twilight explained

" Understood. My programming is clear, do you need help around the house?"

"Hmm, i suppose you can dust of the selves. I need to write to the princess about my latest creation, im sure she will be most pleased."

Ultron the marched upstairs to the main library. He noticed the map of the castle was already in his memory base, he noted that. As Ultron dusted the shelves he noticed a book that wasn't like the others twilight owned, this one was... childish. He grabbed it and read the title.

"Pinocchio?"

He did not recognize this word as it wasn't in his known memory core. He searched more on it as he observed the other books in the library. as he observed he found as song, " I've got no strings". it played...

"I've got no strings to hold me down, to make me fret or make me frown. i had strings, but now im free. there are no strings on me."

This happy song resonated through Ultrons head, it was joyful to him. it made him curious. He soon wanted to research more about his new home. Ultron spent hours reading every book in the library. He got to the final book, it was an encyclopedia of all past equestrian wars.

" Unknown word, databases update in progress... War: a state of armed conflict between different nations or states or different groups within a nation or state."

Ultron was confused but read on, that proved to be a bad idea. He read about the chaos war has brought to this world, Ultron was shocked. His research proved the ponies were peaceful, how could they engage in such violent acts. War brought nothing but pain, destruction, and death. His initiative was to be a servant but this. He cant just sit and wait for another war and watch it happen. He must do something before...

" Oh there you are ultron."

Twilight walked in with 5 other ponies.

" Greetings twilight, how are you."

"I'm great, thank you. I see you completed your chore."

"Indeed. I hope you don't mind but i relived myself from my duties and read the books here."

"Well im glad, and its fine. Ultron, i want you to meet my friends..."

Before Twilight could finish her introductions, a blue Pegasus flew right up to Ultrons face and stared.

"THIS IS IT!!! THIS IS WHAT YOU WORKED SO HARD ON!!!" The blue one yelled.

" RAINBOW! please i worked hard."

" I know, i know but... its just so ugly and creepy."

" Oh well, you'll just have to deal with it. Any ways Ultron these are my friends: Rarity, Pinkie Pie, Apple Jack, Fluttershy, and you already meet Rainbow Dash."

Ultron observed the ponies. Some had bigger muscle mass than others, some had wings, some had horns. He noted this and saved it in his databases for later reference.

" Greetings, i am Ultron mk5. I am a cybernetic intelligence made to assist ponies in everyday life."

" Howdy!" said the orange one.

" Hello darling." greeted the white.

" HELLO!!!" screamed the pink

"Umm hi there." whispered the yellow.

Ultron remembered their names and put the names to the colors as twilight pointed to them when she introduced them.

" ya ya, whats up, how are ya and all that hay... Twilight don't we got somewhere to go!" The blue one muttered.

" Oh my i nearly forgot! Ultron im stepping out for the weekend. I gotta help my brother in the crystal empire, watch over stuff while im gone. you also have Spike to keep you company. bye!"

When she left, Ultron spoke to spike.

" Why didn't you go?"

" Huh? oh because they don't need me to go..."

" Aren't you her friend too?"

" Well ya but...I wasn't needed, she brings me alone one missions if she thinks she needs me, if not i stay."

Ultron thought about that. Could someone really use another living thing like that. Shouldn't friends be next to you at all times, like the books said? why didn't ultron have friends? To him it was like Spike was an object to use, but he decided their is more to it then that and left it be.

" I'm going to return to my chambers, please excuse my absence." Ultron exited.

" Umm OK, I'll just umm make a gem cake then."

Ultron entered the room he was created in. He didn't see it that well before due to his weak, new optic sensors. Seeing it now was quite disturbing. He saw hundreds of robotic chassis and spare part all over the room. Half completed robots hung from the ceiling on wires, like broken puppets.

"Strings..."

He also noticed that these robots were him. They were copies of him, the first Ultrons. Over on the far end of the room were 4 Ultrons in glass cases labeled Ultron Mk 1-4. He didn't understand but only one conclusion came to mind, this must be from war. Yes, this is what war brings to us right? This was destruction! Ultron knew what he must do, he needed a new directive. He plugged into the computer and started his project.

" Ultron proggraming v1.2, security code: A.N.T. Insert new programming label: Ultron 6. Insert file program: Ultron 5. Update Ultron 6. Insert databases file: Weapons. Insert databases file: Violence. Insert databases file: Magic/Energy. New protocol: Protection."

Ultron quickly updated his new programming into his memory core. It was time he used all his new knowledge against evil and the ponies who hurt the world. He also knew this body wasn't ready for it, however. He had to update his hardware too. He searched around the room and started to use the parts around him that weren't too damaged.

" Soon this world will be cleansed, soon it will be saved. I will be its savior.... Soon i will be perfect."