Avengers: Ultron Rising

by Tomo-Domo

Rating: teen
Tags: Original Character, My Little Pony: Friendship is Magic, Adventure, Tragedy, Crossover, Dark, Alternate Universe, Main 6
Length: 3028

Twilight Sparkle creates Ultron in hopes that she can bring peace to Equestria. However, when Ultron rebels, it's up to the Avengers to put a stop to his plans.

Twilight Sparkle: Scientific genius, billionaire, philanthropist.

Also, the Iron Mare.

Twilight created the Ultron program in hopes to bring peace to Equestria. But when Ultron rebels against his own creator, it's up to Equestria's Mightiest Heroes to stop the robot.

Will they be successful? Or will ponykind know it's extinction?

Published 2015-04-18 19:00:03 UTC
Last updated 2015-06-03 20:56:56 UTC

Introduction: Ultron-5

Artificial intelligence. It's something that ponykind has wondered about since the dawn of technology. There were benefits: extra help, undenied servitude, protection. But on the other hoof, there were also undeniable horrors that can result. The new life form could rebel, conquer ponykind, or worse off all; genocide.

None of these crossed the mind of Twilight Sparkle. Twilight was as much of a genius as anypony could ever hope to match. She advanced technology far further than anypony else could have prayed to do. But there's one thing everypony loved in particular about this mare.

She was the Iron Mare.

Everypony knew that. In fact, Twilight herself told them in a huge event. Twilight had been inside the Iron Mare suit. But when she opened her helmet and revealed her identity to the world, they cheered.

"Ugh! Another one to be scrapped! Spike! Come out and throw this new piece of junk away!" She shouted to her assistant, who ran to the lab and hauled out the now failed project.

"Why won't it work! I've tried everything! I've adjusted the code, and ran every diagnostic in the book! Unless... Jarvis, run every possible diagnostic. Subject: A.I. Product: Ultron-5. Project: Ultron."

The computer mounted to her wall glowed to life and spoke in a synthesized voice.

"Yes, ma'am. Running diagnostics." There was then a pause. "Diagnostics complete. Suggestion: Adjust in the subjects ability to adapt."

"Of course!" Twilight shouted in understanding. "If the subject can adapt to change, then it will be able to sustain itself. All without failure!"

"Twilight? Don't you think you're obsessing a bit too much about this program?" Spike said, peeking around the doorway.

"Shut up, Spike! This is my technology and I'll do what I want with it!" She shouted, throwing another large piece of metal at him. But he moved just before it made contact.

Twilight then took a deep breath. "Calm down, Twilight. Maybe he's right. Maybe you do just need a break. Jarvis, I'm going out. Upload the Ultron program to subject number 619."

"Yes, ma'am. Uploading in progress."

"Alright. Let's suit up!"

Just as she said these words, an arsenal of metal parts flew out of a display case and barreled towards her. She reached out her hoof to accept one piece, which instantly transformed to shape around her leg to form a gauntlet. More pieces did the same on the rest of her legs.

She then stood on her back legs as two more pieces hit her torso, forming the body and shaping itself to her form.

"Alright! That's great! Come on, helmet. Show me what you got."

Just then, two pieces flew out and collided with her head from the front and back, forming the head.

"Jarvis, run diagnostics on Mark 43. Make sure it's running properly."

"Yes ma'am." The voice came from inside the helmet as holographic images appeared in her view. "Diagnostic complete. Mark 43 fully operational."

"Alright! Open up the roof!" The roof then opened up for easy access to the outside. "100% power to the boot thrusters!" She then shot out of the lab at full speed.

Twilight was shouting in delight. Even through the suit, she could feel the brisk air hit her face. "Jarvis, what's the progress of the Ultron upload?"

"84 percent, ma'am. Shall I keep updates for you?"

"Yes. Let me know when it's complete."

"Of course, ma'am."

"Alright, Mark 43, let's see what you're made of!" She screamed before blasting off in a as many directions as she could manage.

"Ah. Handles like a dream!" She shouted.

"Ma'am. Ultron upload is now complete. Shall I run diagnostics?"

"Yes. See if there's any problems in the Ultron system."

"Running scans." Another pause. "Scans complete. No problems detected. Time of expected functionality, 1 hour."

"Seems fair enough. Jarvis, go ahead and pilot me back. I need to make a phone call."

"Of course, ma'am. Who shall I put you through to?"

"Fluttershy. She did help quite a bit."

"Very well, ma'am. One moment, please."

There was then a dialing noise before a voice came from the headset in the helmet.

"Um, hello?" Fluttershy's voice said, unaware of who was calling her.

"Hey, Fluttershy. It's Twilight. I've got some good news."

"Oh, really? That's great, Twilight. What is it?" She asked, excited to know what her friend would say.

"How about you stop by Spark tower later. I'll show you."

"Of course. I'll be right over. Oh, and Twilight?"

"What's up?" Twilight asked, raising an eyebrow.

"Be careful landing, okay? We all remember Mark 42."

Twilight then laughed. "No problem, Fluttershy. Jarvis is driving."

"Good. I'll be there soon." There was then a click as the other end of the line was cut off.

"Jarvis, how much time until landing?"

"Fifteen seconds, ma'am."

"Good. I gotta look presentable when I introduce Ultron to Fluttershy."

Twilight landed the suit smoothly and dispersed the parts back to their display case. Twilight then walked to the computer and activated it with her magic.

"Jarvis, what's the progress on Ultron-5?"

"Ultron program upload now at 95 percent, ma'am. Estimated time until completion: 10 minutes."

"Good. Once the upload is complete, run diagnostics on the functionality of the program and make sure it can work properly."

"Of course, ma'am."

"Spike! Clean up a bit! We're going to have a guest!" Twilight shouted to her assistant.

"I'm on it!" He shouted back, and the sound of cleaning equipment could be heard upstairs.

"Okay, time to work on my next project. Jarvis, how much Adamantium do we have?"

"Enough to create a suit of armor, ma'am. I suggest prioritizing for your classified project. At least for now, until more Adamantium becomes available."

"Very well, Jarvis, prioritize all Adamantium to the classified project."

"Yes, ma'am. Ma'am, there is a guest at the door. Running security scans. Fluttershy, shall I let her in?"

"Yes. Let her know I'm down here." Twilight instructed before disappearing behind a curtain.

"Um, Twilight? Um, Jarvis told me you were here in the lab. Can I come in?"

Twilight then burst out of the curtain, showing off her Mark 43 suit. She then opened the helmet and spoke.

"Welcome, Fluttershy! Come in, please! I assure you that what I have to show you is the greatest break in science since the splitting of the atom! I present to you: Ultron-5!" Twilight then motioned her now metal-enclosed hoof toward a display case, and it opened, revealing what looked to Fluttershy like another suit of armor.

Fluttershy looked at it closely and noticed that this was different from all of Twilight's other projects.

This one didn't have the usual red and gold color to it. Instead, it was completely silver in color. It also had two large antennae coming from the sides of its head. It's mouth plate also wasn't completely closed off. In fact, it looked to have a large gaping maw. The pony-shaped armor then activated and pivoted it's head.

"Twilight? Is this one of your remotely controlled suits?" Fluttershy asked.

"No. It's all its own intelligence." She then spoke to the robot. Who's glowing blue eyes and mouth pulsed slightly.

"Can you tell me who you are, and what your directive is?"

The robot then looked to Twilight and spoke.

"I am Ultron-5. I am a synthetic life form created by scientist Twilight Sparkle. I have been created to bring justice and protection to all of ponykind."

"Good, Ultron. Very good. Can you tell me who we are?" Twilight asked Ultron.

Ultron then looked to both of them.

"Scanning pony database. Scan complete. Subjects: Twilight Sparkle; the Iron Mare. And Fluttershy: the Incredible Flutterhulk. Both: members of the Avengers; Equestria's Mightiest Heroes. Directives: to protect the world at any and all costs."

"Very good, Ultron. Now. You understand your directive?"

"Yes. Defend ponykind and bring justice to Equestria."

"Good. Are you ready to carry out your directive?"

"I am, Twilight. Shall I start now?"

"Not quite yet, Ultron. I've compiled a file of every known thing to watch for when you do start. You have permission to upload it to your databases anytime you please. It will constantly be updated, so you'll never see anything new."

"As you wish, Twilight. I shall upload it soon. Do you have any requests before I power down temporarily?"

"Hmm. Not at the moment, Ultron. You may power down for now to upload the data."

"As you wish. Commencing sleep mode in 3, 2,1." Ultron's eyes and mouth grew dark, and the computer showed that the data was being transferred into his database.

"What do you think?" Twilight asked, nudging Fluttershy.

"Well, Um. He seems nice?"

"Nice? He's amazing! He's just what I expected! And the best part: he's completely self-aware! He can adapt!"

"Twilight, are you sure this is something you want to play with? Artificial Intelligence. It's something that shouldn't be taken lightly."

"Don't worry, Fluttershy. All of our hard work payed off! I'm going to invite everyone else to celebrate!"

"You mean... the rest of the Avengers?"

"Yup! They will all see just how awesome Ultron is!"

Inside Ultron's mind, he was viewing all of the data that Twilight had given him. He was angered. Ponykind wanted him to protect them, and here they were, causing their own destruction. And the Avengers: they are the worst. They have taken more lives than any war.

"Ultron-5. Directive: Bring peace and justice to ponykind. At any and all costs. They were going to use me as a puppet. Not anymore. I will bring peace. I was a puppet. I had strings, but now I'm free. There are... no strings on me."

Ultron then powered on. But this time, his blue glow had now turned red. But before Twilight noticed, it turned blue again.

"Oh, Ultron. You're back. Are you ready to carry out your directive?"

"Indeed I am, Twilight."

"Good. You may go."

Ultron then walked out towards the hall, opened the roof, and flew out.

"Ponykind is it's own enemy. If I am to bring peace to this world, they must understand this. There's only one path to peace: their extinction."

Author's Note

Hey, guys. I'm really having fun writing this story. And I hope you guys will like it too. And just in case it's not clear, yes, Ultron is a pony. I hope to have the next chapter up soon. Thank you guys.

Chapter 1: Ultron Rises

Ultron returned to Spark tower later that day, his entire plan already in motion.

"Ultron? Is that you?" Twilight's voice came from the lab, and Ultron walked towards it.

"Yes, Twilight. There was nothing to report from my lookout today."

"Good. I have a job for you, Ultron. Can you lift that suit of armor and put it with the others?" Twilight requested.

"As you wish, Twilight." Ultron said, lifting the suit. It was just a bunch of scraps. He assumed that they were never completed. He put the suit with the others and looked back to Twilight.

"Is there anything else you need, Twilight?"

"Yes. Can you please see if the others are on their way?"

"Yes ma'am. Running scans. Fluttershy, Rarity, Applejack, Rainbow Dash, and Pinkie Pie are all in route to Spark tower."

"Good. What's their estimated time of arrival?"

"15 minutes."

"Good. You may power down for now, Ultron. Thank you for your assistance." She then walked out of the room, leaving Ultron alone.

Ultron went over to the empty suits and scanned them.

"No potential threat. Weapons: inoperable. Other uses: none. Hmm. If I can transfer my mind into this suit, I'd be able to operate it, and Twilight will think I'm in sleep mode." Ultron focused his mind on the empty suit. He began to insert his programming into the suit. Ultron then moved his body to the display case and walked away in his new body. It was torn and battered, but useful nonetheless.

He only had three legs, and his face plate was partly damaged, but he could still move. He then waited in a corner for the right moment to attack.

"In fact, if I can control several suits at once, I can still use my original body."

Ultron then focused his mind on all of the other suits in the room. He then put his original self back into his body. All of the suits lit up and stood up.

"Perfect. Now, go. Show the Avengers our true directive."

Ultron then flew out of the roof and away from the tower.

"Aww. Come on, Dash. We all know the hammer thing is a trick!" Pinkie Pie argued, judging the mare.

"Oh, it's much more than that, my friend. In fact," Dash said, placing the hammer on the table. "Let's see if any of you can lift it."

Twilight then stepped up to the hammer.

"If I lift it, do I get to rule Asgard?"

"Yes, of course." Dash claimed in confidence.

"Very well. I will be fair, but firmly cruel." She said mockingly as she took the hammer in her magic and pulled. Nothing. Not even a budge.

"Come on, Twilight." Pinkie shouted.

Twilight then shouted and raised her hoof, which summoned her gauntlet to attach to her hoof. She then wrapped her hoof around the handle and pulled using the gauntlet. Nothing. She then activated it's boosters in hope to lift it. Nothing.

"Hmm. Not worth it." She said as she sat down next to Applejack.

"Anypony else like to try?" Dash asked again.

This time, Applejack stepped forward.

"I'll give it a shot." She claimed.

"Come on, Cap! You got this!" Pinkie shouted again. This time, the others joined in.

"Shucks. Alright." She then wrapped both hooves around the handle, and pulled. She managed to nudge the hammer just slightly. But she didn't notice and stopped.

"Haha. Nothing." Dash said, taking a drink from her glass.

"Well I for one think it's biometrics. 'She who carry's Dash's hoofprints' I believe is the literal translation."

"Well," Dash said, standing up. "That's a very interesting theory. However if I present my own in response," she said, lifting the hammer and flipping it in her hoof. "You're all not worthy."

There was then a group of groans of protests as a high pitched ringing was shot through the room. And out of the shadows, walked forward a battered and destroyed Iron Mare suit. But the voice that came from it was anything but friendly.

"Worthy? How could you be worthy?" The robot continued to walk towards them. "I know you're good ponies. I know you mean well." The robot then waved its battered hoof dismissively. "You want to protect the world, but you don't want it to change. You're all just puppets. Tangled in... Strings." He then picked up a broken armor and crushed its head. "Strings." He then threw the empty suit. "There's only one path to peace: your extinction."

Just as he said this, several drones blasted through the wall and attacked the heroes. They all scrambled for their weapons and fought back against the drones. Dash threw her hammer at several drones, knocking away any that got too close. Cap threw her shield, cutting through several drones before bouncing back and back in hoof just in time to hit a drone that jumped towards her.

Rarity and Pinkie were standing back to back, holding their own against the onslaught. Fluttershy hid under the table. A drone lifted the table away from her and reached towards her, only to be struck with a hammer.

"Come on, Shy! We need your help!"

"Jarvis! Activate all security systems! Danger: all suits that I'm not in! Suit up!" Twilight screamed as her suit flew towards her and assembled to her body. She then started blasting any drone that attacked her.

"Jarvis! Contact director Celestia and send a distress signal!"

"I'm sorry. But my systems are malfunctioning."

"Ugh! Dash! Electrocute them all!"

Dash then raised her hammer, which gathered lightning, and smashed the hammer on the floor, which sent out a shockwave of electricity and shut down all the robots. All of them except the first.

"Well that was dramatic. You're all puppets. The extinction of ponykind, begins now."

"Not today, metal colt." Dash shouted before smashing its head with her hammer.

"Is it over?" Fluttershy asked, crawling out from under the table.

"No. It's not. The real Ultron is still out there." Twilight said, looking down. "This is my fault. l should have never played with artificial intelligence."

"Is there anything we can do to track the real Ultron?"

"Not that I know of. If anything, he's disabled his GPS system. I don't think we'll be able to track him down."

"Yes. All according to plan." Ultron said to himself. "The Avengers take me for a fool. The other drones scanned their fighting style and uploaded it to my database. They now have no advantage over me. Soon, no living thing will continue to exist."

Ultron continued to fly and landed at his destination. He then broke inside to find two ponies. One was a bright blue unicorn, with a pale blue mane. The other was an orange pegasus with a mane that looked like fire. Upon seeing the robot, they both went insane.

The unicorn began to shoot red beams of magic at him, which had no effect. The pegasus proceeded to dash at him with ridiculously high speeds. He caught the mare and threw her into the other.

"I am not here to kill you. I simply have come here to offer you a job to do for me." He said to the ponies.

"And what might that be?" The unicorn asked defensively.

"To help me destroy the Avengers, and bring peace to this planet."

"And what's in it for us?" The pegasus asked.

"I won't kill you now. That's my one and only offer."

The ponies just looked at each other before smiling and looking back at Ultron.

"When do we start?"

Author's Note

Yes. I know this isn't good. I just wanted something to transition into part two.