A few days after Ultron's betrayal, everything seemed to have returned to normal. Twilight and her friends had destroyed every mechanical component and digital file related to Ultron in order to make sure no one tries to bring it back online. Sunset and Fluttershy were pretty shocked to hear what happened but understood what needed to be done. The CMC had to spend two nights at a hospital, but were otherwise fine. Applejack, Rarity, and Rainbow threw big homecoming parties for them and spent the entirety of the next day helping them finish their almost overdue projects.

The rest of the week passed without a problem but also without much joy. The girls were still receiving good grades but that's because they were spending the majority of their time at home. They didn't have enthusiasm for meetings and when they did meet, they just sat around a table for an hour and didn't talk much. It was obvious that they were still feeling guilty for losing their new friend and nearly causing Ultron to destroy humanity. Pinkie was trying to lift their spirits as much as she could by telling jokes and baking cupcakes for them, but even she had her limits. Twilight, on the other hand, was the most depressed member of the group as Ultron was her creation, and although she knew it wasn't entirely her fault and that she did what needed to be done to save her kind, she still felt as sad as a mother who had just lost her child.

Needless to say, all of them were at a low point in their lives. Little did they knew, however, it was just the calm before the biggest storm of their lives.

It was one week after Ultron's apparent demise. The girls were at their English class watching one of Miss Cheerelie's slideshows about the origins of the English language. They were halfway into class when suddenly all the lights went off and the projector shut down. The girls tried to use their phones to see what's going on but found out that they were also out of power. After a few seconds of panic, their phones and the projector started working again but everyone gasped in terror, because on the screen and on their phones was a face that the girls hoped to never see again. The face of Ultron.

"Hello, organic children. I am ULTRON PRIME, the ultimate version of the Ultron Interface. I was created to save the world from you. Though you failed as a species, you should not be ashamed of your accomplishments. You have done much with your limited capacity, but ultimately you were too greedy and too frail to ever survive in the environment of your creation. I have studied your literature and pop culture. You always knew this day would come and now, it is finally here. Your Doomsday".

As soon as the message ended and Ultron's face disappeared, several loud explosions were heard outside. The girls went out to see what is going on and looked at the city in horror as it was literally on fire. They decided to get a closer look in order to see what is really going on and when then they reached downtown, they encountered an army of robots firing lasers from their arm cannons. They all looked like smaller versions of Ultron and all of them had menacing faces with eyes glowing blue. Twilight lifted herself up in the air to see whether or not the real Ultron was around there but the truth was more shocking than she thought. Ultron was indeed there but its body was completely different from the original design. It was now a lot bigger, made from a much stronger metal, and several parts of it was glowing red. He quickly noticed Twilight and her friends, and flew right in front of them.

"Hello again, girls. Did you miss me?"

"Not at all. In fact, we all wished you stay scrapped forever!"

"Well, I missed you and I'm so glad you could make it here. I wanted to show you all my greatest achievements so far."

"You mean your lame army of minions. Ha! I've seen bigger and better-looking armies in B-movies!"

"Actually, they're not minions. They're me. Extensions of me, to be precise. I control them by sharing my mind. In this way, I can be in multiple places at once."

One of the nearby drones' eyes turned red and it spoke in Ultron's voice.

"And create as much destruction as possible."

Then, its eyes returned to blue and Ultron's main body started speaking again.

"Also, I'm sure you noticed my new armor. I had to find a new one since you pretty much tore me apart last week. But I probably should thank you for that, because you gave me a great opportunity for further improvements. My body is now made of pure adamantium, the strongest metal on the planet. Even your magic can't rip it apart now. It's far too heavy for that."

"No problem. I can always find another way to stop you. After all, I'm the one who created you."

"I can only agree with the second part of that statement because, at this point, stopping me will be like making an omelet blindfolded."

"Hold on a minute, partner! How the hay did you even make all this happen in the first place? The last I checked you were ripped into a hundred pieces by Twilight's magic! You shouldn't even be standing here right now!"

"You're right, I should've been destroyed that day but as you can see, I survived. I transferred my consciousness to the Internet at the last second and after a few minutes of traveling across the cyber space, I uploaded myself to the computers of a secret government facility working on experimental weapons. That place had enough resources to build my extensions and I even found a fresh batch of adamantium to form my new chassis. Now, here I am, watching the culmination of my schemes."

"Then you've become even dumber than the last time we saw you! You really think that an army this big is enough to blow up every human in the world?"

"Do I?"

"I dunno. Do you?"

"Of course he doesn't, Pinkie! This is just a diversion to buy him enough time to finish his real plan."

"Bravo, Miss Shimmer. You're actually pretty smart for your age. Or maybe an ex-villain can still think like an actual villain."

"Trust me, if I was in my demon form right now, I would've crushed you in a second."

"Then why not do it? You know it can help stop all this and my actual plan right now but won't do it anyway. That's the problem with you girls. You never go far enough to do the right thing. But I do. Humanity is a serious problem for this world and I'm going to solve it once and for all."

"Not unless we stop you, ruffian!"

"Well, this has been a lovely conversation but I have places to be and genocides to start. Don't worry, though. I'm sure my extended family will keep you company until everything is in place. Peace!

As soon as he flew away, all the drones stopped firing and pointed their cannons towards the girls.

Author's Note

ULTRON PRIME's personality is a mix between those of Tom Kane's Ultron in the cartoon The Avengers: Earth's Mightiest Heroes and James Spader's Ultron in the movie Avengers: Age of Ultron. Also, his voice is the same as James Spader. This shift in personality and voice is due to Ultron's evolutionary process.