PEACE IN OUR TIME

by CROSSOVER KING

Rating: teen
Tags: Other, Applejack (EqG), Equestria Girls, Rainbow Dash (EqG), Science Fiction, Adventure, Violence, Twilight Sparkle (EqG), Crossover, Human, Anthro, Pinkie Pie (EqG), Dark, Alternate Universe, Avengers
Length: 9728

What happens when Sci-Twi's greatest creation concludes that humanity is not worthy to exist?

Twilight Sparkle of the human world should be proud of herself. After all, she has created the first ever Artificial Intelligence program that can learn and evolve further. Except, she deems it as the biggest mistake of her life. While originally designed to protect the peace by detecting and responding to Equestrian magic incidents, the AI has decided that true peace in the human world can only be achieved through human extinction. Now, it's up to Twilight and her friends to use their magic of friendship to save everything they hold dear from the rage of ULTRON.

Note: Ultron is a Marvel Comics character created by the writer Roy Thomas and artist John Buscema, and is owned by Disney.

Published 2018-11-10 21:20:01 UTC
Last updated 2018-11-10 21:20:01 UTC

Chapter 7: You Didn't See That Coming?

As soon as a hundred Ultron drones started firing on them the girls desperately tried to take cover. Thankfully, Rarity immediately conjured up a giant shield made of diamonds to protect both herself and her friends.

"Is everyone okay?"

"Yeah, I think we're good."

"Hosh darn a minute! Where the hay is Rainbow?"

"I don't know. She was right beside me when the drones were preparing to fire."

"There! I see her!"

They looked at where Pinkie was pointing at and saw Rainbow using her super speed to quickly take out several drones.

"She's distracting them away from us!"

"Good, because I don't know how much longer I can hold this!"

Rainbow also noticed that the shield is starting to break, so she cranked her speed up and started taking out an even larger number of drones. A few seconds later, all the remaining ones were shooting at her. At that point, Rarity made the shield disappear and, along with the rest of her friends, started attacking the drones to help Rainbow.

The battle completely tipped to the girls' favor after that. They were all using their magical abilities to their full extent in order to destroy as many drones as possible. Rainbow was still running fast to take them out, Fluttershy was ordering birds and bats to distract those firing at Rainbow, Twilight was lifting and crushing them against each other, Applejack was ripping them apart limb from limb with her bare hands, Pinkie and Rarity were throwing explosive sprinkles and diamond shields at them, and Sunset was helping people who were trapped in the rubble. After less than five minutes, the battle was over. All the drones were destroyed, and everyone was safe. The girls could finally take a moment to rest and catch their breaths.

"Well, that was easy."

"Easy?! You call taking out an army of robots with laser cannons for arms easy?! I feel like I just ran fifty something miles!"

"I'm just sayin' these robots were a little too easy to destroy. I only had to throw one punch to take out one of them. If Ultron wants to destroy us, then why would he send such a weak army after us?"

"Good point, Applejack. Besides, Ultron knows everything about the limits of our powers. Why he didn't design his army according to those facts, I'll never know."

"Because he doesn't want to destroy us with this army. Like I said, this was all just a diversion to keep us occupied until he completes his real plan. Whatever that is, it's what he'll use to wipe us out along with the rest of humanity!"

"Then there's no time to lose! We gotta find that ugly trashcan and scrap it for good!"

"Calm down, Rainbow! We don't even know where that brute flew off to."

"Actually, we do."

"What do ya mean?"

" Just before Ultron flew off, I put a tracking device on his leg with my telekinesis. I just have to recalibrate my sensor a bit and then, we'll know exactly where he is."

She took out her sensor and started the recalibration.

"Okay, I'm getting a signal. It looks like he's in... The mall? Why would he be here?"

"Maybe he's building his doomsday machine or whatever under the mall."

"I don't think so, Sunset. The signal is coming from the center of the food court on the third floor. There's no way he's been building a device like that this whole time."

"What does that mean?"

"It means he found out about the tracking device. We'd be like a bunch of apples waiting to be squeezed and turned into cider if we go to that mall."

"Not exactly."

"What are you talking about now?"

"I have a plan to stop Ultron but you may not like it."

"Darling, we're fighting to save not just our lives but also the lives of everyone in the entire world from that monster's wrath. I'm sure whatever you've got planned is worth executing if it's going to accomplish all that. Right, girls?"

They all nodded in agreement and Twilight let out a sigh.

"Then, listen carefully. I have to enter that mall alone and I need you guys to test out a new invention of mine."

All of their mouths were left hanging open.

Author's Note

Feel free to listen to the main theme of the movie Avengers: Age of Ultron during the battle scenes.

Chapter 1: A New Friend

It was another beautiful day in Canterlot City. The sun was shining, birds were chirping, and everyone in the town was outside enjoying this momentous occasion. That is, everyone except Twilight Sparkle, the number one science student of Canterlot High School. She was stuck in her room working on her newest invention. In fact, she had been working on this project for a whole month and during that time, her only contact with the outside world was school. She also had decided not to tell her friends about her invention until its completion and this had made them very concerned. Luckily, this was the day she was putting the finishing touches on her project and she had invited all six of her friends to see what she had accomplished. They were only a few blocks away from her house when they started discussing recent events.

"What do y'all think she's cooked up this time? A time machine?"

"I have no idea, but it's gotta be very big, considering her weeks-long disappearance."

"Maybe it's a food distributor for homeless animals."

"Or a website that determines your daily clothing, based on the weather or whatever's hot this season."

"Or a totally creepy-looking robot based on another creepy-looking robot from another dimension full of superheroes created by an old guy who always cameos in the movies of his heroes!"

Everyone looked at Pinkie Pie dumbfounded.

"What?"

"Yeah, I'm pretty sure that's not the case."

"Oh, yeah? 10 bucks says you're wrong, Rainbow!"

"Ha! You're so on!"

They spit on their hands and shook them.

"Can we get a move on, please? I don't wanna waste the whole day continuin' this banter!"

"Chill, AJ! We're moving, okay? Jeez!"

They continued towards Twilight's house and when they arrived there, she opened the door before they could ring her doorbell. She was wearing her lab coat, her hair was a total mess, there was motor oil on her forehead, and calling her excited would be a total understatement.

"Thank goodness you're all here! Come quick!"

She grabbed all six of them, pulled them inside, and brought them upstairs to her room. Once there, they saw a huge object covered by a white blanket. While Twilight went typing something on her computer, the girls encountered Twilight's dog, Spike lying on her bed. He jumped to the ground as soon as he saw them.

"Hey, guys!"

Rarity immediately ran towards him and started petting him.

"Well, hello, Spikey poo! I've missed you so much! How have you been?"

"I'm alright, but I can't really say the same for Twilight. She hasn't eaten or slept for three days, now. It's all because of her obsession with finishing her weird ro-"

Twilight immediately closed his mouth and looked at her friends with a nervous smile.

"Sorry about that, but I'd like to introduce this new invention myself."

She closed her room's curtains and turned on a light that beamed over the mysterious object.

"Ladies, behold the ultimate peace-keeper, ULTRON-5!"

As soon as she removed the white blanket, every single one of her friends gasped in terror. Her invention was a human-shaped robot with a head that resembled that of an ant. It was made out of titanium and its eyes were glowing blue.

"AH! CREEPY ROBOT!"

Then, she realized something and turned to Rainbow Dash with a smile.

"So, does that mean..."

Rainbow passed her a 10-dollar bill while still staring at the robot and Pinkie let out a small laughter after taking it.

"Twilight, what in tarnation is that monstrosity?!"

Sunset hit her in the shoulder before giving her a disapproving look.

"What? You've gotta admit it's pretty intimidatin'!"

Sunset rolled her eyes.

"Well, first of all, it's not meant to be scary. I had to come up with a design that would make its antennas relevant, so I decided to model its head after the head of an ant. 'What do these antennas do?' you may ask. Well, let me show you."

She turned towards Ultron.

"Initiate the scan."

Ultron's eyes flashed even brighter.

"Scanning completed. Seven Equestrian magic sources detected. One source is located 10 inches due north and the other six sources are located 10 feet due north."

"Wait, those sources are us! You mean this robot can detect Equestrian magic?"

"And respond to it if it's a threat. I've equipped it with all sorts of non-lethal tools from stun laser to bug spray. That way, it will find and contain any sorts of incidents involving Equestrian magic within a 10-mile radius so, we won't spend every day worrying about them."

"Well, no wonder you were gone for weeks, darling. You gave all your energy into building this machine so we won't get tired dealing with magical ruffians. Even I can't be that generous."

"So, do you like it?"

Everyone thought about this for a while.

"Well, it sure looks useful, but what if it comes across a threat that it can't respond to?"

"I'm glad you asked that, Sunset. You see, what makes Ultron different from the other robots is that it's equipped with the first ever artificial intelligence program that analyzes a situation, determines the best way to solve it, and makes modifications according to the solution thanks to his signature molecular re-arranger. It learns quickly, evolves further, and becomes ready for a similar problem in the future."

"Okay, time out! I know where this is going. If science-fiction movies taught me anything it's that learning robots always become smart enough to get rid of their masters and start robocalypse!"

"Not to worry, Rainbow. I've carefully programmed ULTRON to never hurt anyone. Besides, I can always shut him down with a passcode in case of an emergency."

She turned to Ultron again.

"Begin shutdown sequence. Passcode, Orion."

"Shutdown code accepted."

Its eyes immediately faded to black.

"You see?"

"Okay, that's pretty awesome."

"So, do you think it can stay online?".

Everyone thought about it and then, nodded in agreement.

"I think we have a new friend."

"Sunset's right. Maybe I was a little too harsh with that whole comment about it bein' intimidatin'."

"YAY! Let's celebrate it with a "gaining a robot friend" party!"

"Great! You guys go ahead. I'm gonna reactivate ULTRON and meet you downstairs".

She turned towards Ultron once again.

"Begin activation sequence. Passcode, Prime."

It's eyes immediately flashed blue.

"Activation code accepted. Would you like to restart the scan?".

"Sure, go ahead".

The eyes then flashed even brighter.

"Scan completed. Equestrian magic source detected. Location, 1.5 miles due southwest".

"What? There's another source?".

"Affirmative. Permission to intercept".

"Permission granted".

It immediately fired up its rocket boosters and flew through the front entrance towards the source.

"Come on, girls! This is our first chance to see ULTRON in action!".

"Does that mean we're gonna follow it?

"Fluttershy, it's flying to the other side of town to deal with an incident involving Equestrian magic. Of course we're gonna follow it!"

"Oh, maybe it's not such a good idea. I mean, it may not like us getting in its way or-".

"Come on! It's gonna be fun! Besides, we need to see proof that it can handle magic problems right?"

"Uh, I guess you're right."

"Then, what are we waiting for? LET'S FOLLOW OUR NEW METAL BUDDY!".

Rarity quickly called a limo and, in a few minutes, they were on their way to see Ultron's first interaction with magic.

Author's Note

ULTRON-5 is very similar to the version of Ultron that appears in the cartoon The Avengers: Earth's Mightiest Heroes BEFORE he turns evil. Ultron in that show is voiced by Tom Kane, so feel free to imagine his voice as the voice of ULTRON-5.

Chapter 2: First Trial

It took Ultron less than a minute to arrive at the the incident's location and the incident itself was a frog that apparently grew to gigantic size due to being exposed to Equestrian magic. It was rampaging through the city at a very fast pace by jumping on everything in sight. Suddenly, it stopped and used its long tongue to grab a police officer. It was extremely close to devouring him until Ultron intervened. It got a hold of the frog's tongue with one hand and pulled the officer from the frog's grasp with the other. After placing the officer on the ground safely while still holding the frog's tongue, it sprayed liquid nitrogen to the tongue, freezing it solid. It then did the same thing to the frog's mouth and all four of its legs, finally immobilizing the creature. People began to come out of their hiding places and after seeing that the rampaging frog is frozen solid, they all began cheering for Ultron. However, it didn't pay any attention to these celebrations and proceeded to fly back to Twilight's house until it saw her approaching the incident scene with her friends. As their limo parked right in front of the frozen frog, Ultron landed right beside them.

"Miss Sparkle, the interception was 100% successful. As you can see, I have incapacitated the source of the disturbance, which turned out to be an amphibian creature infected by Equestrian magic."

"Great job, Ultron! However, can you please just call me "Twilight" from now on?"

"As you wish."

"Oh, come on! I can't believe we missed all the action!"

"I agree with Rainbow. Couldn't ya call a faster limo, Rarity?"

"Well, if you recall darling, we arrived late because of that awful traffic. Otherwise, the limo service I called is by far the fastest one around and would've brought us here in no time!"

Rainbow crossed her arms.

"Yeah, right!"

"If you are curious about what happened during the creature's immobilization, I can provide you with a video footage of the incident".

"Really? Awesome!"

"Robot vs. monster movie night!"

"But what about the frog? We can't just leave him cold, sad, and alone, can we?"

"Until the amphibian is purged of Equestrian magic and returned to its original size, it is far too dangerous to be set free".

"Not to worry. We've got just the right cure for that. Right, girls?".

They all nodded in unison.

"You might wanna step back a little, Ultron."

"As you wish, Miss Shimmer."

It did what she asked.

"Okay, let's do this!".

They held each other's hands and began their magical transformations. Once they're completed, the girls created an energy beam that melted the ice around the frog and returned the frog itself to its normal size. Once it was over, Fluttershy rushed towards the frog's side.

"Are you okay, little guy? You're not hurt, are you?".

It let out a croaking sound and she gently picked it up.

"Oh, don't you worry, sweetie. We'll get you a nice warm bed in no time".

She then turned to her friends.

"I'm gonna bring him to the animal shelter and warm him up. I'll so you guys later".

"Sounds good."

"Don't forget the robot vs. monster movie night at Twilight's house this evening!".

"Wouldn't miss it for the world!".

She waved them good-bye and began running towards the shelter that was located just around the corner. Twilight turned to her friends.

"Well, girls, I'd say Ultron's first field test was a success. It arrived at the crisis location at record time, intercepted the crisis with great efficiency, and caused no damage to the environment while doing so. What do you say? Do we promote Utron to full-time magical crisis interceptor?"

"Well, it sure seems to have stopped an incident involving Equestrian magic much faster than we ever could. So, yeah, why not?"

"Ya got my support on that"

"Me too."

"Me three!"

"With a little make-over, it's bound to be the perfect for the job!"

Twilight became really excited.

"Alright, then!".

She turned towards Ultron.

"From now on, initiate scanning every two minutes and proceed to intercept any magical threats without asking permission".

"As you wish, Twilight. However, before doing so, I would like to make a small request."

"A request? Uh, of course. What is it?"

"The way you and your friends used magic to return the amphibian to its proper size suggests that you have considerable experience in these situations. I request that you allow me to study these experiences so that I can better protect the peace in the city".

"Oh. Sure, but how are you gonna see them?".

"My AI allows me to access any social media website on the planet. I have found photographs and videos of your magical battles but have not yet examined them. With your permission, I will use them to increase my knowledge and become even more efficient as a peace-keeper".

"Uh, can you please give me and my friends a minute?"

"Of course."

She turned to her friends.

"Something's not right, guys. I didn't put access to social websites in its programming".

"Maybe it's a side effect of Ultron's learning and evolving process".

"If that's the case, then I think I'm having second opinions on keeping it online".

"Why would you? I mean, ya said ya carefully programmed it to never hurt anythin' alive, right? Besides, I know a liar when I hear one and the way it said it's only gonna use our photos and videos to gain experience sure doesn't sound like lyin' to me".

"I'm with AJ. It absolutely needs to see how awesome we were".

"And how magnificent our dresses were".

"And how much fun we had!".

"You can still shut it down whenever you like, right?".

"Of course."

"So, how about we go through with this for now and if things go bad, you just turn it off."

"Hmm. Good thinking."

She then approached Ultron.

"Okay, I'm giving you permission to access our photos and videos for information purposes only".

"Thank you, Twilight. That is all I ask. Your last orders of scanning the city every two minutes and intercepting any magical threats without asking permission are now being followed".

Then, its blue eyes flashed brighter with a slight shade of red.

Chapter 3: Knowledge is Power

The next three weeks after Ultron's activation were easily the best three weeks Twilight and her friends had in ages. As Twilight predicted, Ultron's assistance in handling magical problems was so big that the girls only helped with cleanup and nothing else. Indeed, Ultron had an answer for almost every incident involving Equestrian magic and if it encountered a problem it didn't understand at first, it simply analyzed the situation, made modifications to its systems, solved the problem, and used the solution for future problems. For example, a week after the frog incident, it came across a bank robber who used sledgehammer to shoot lightning. When Ultron dived in to subdue the thief, the lightning from the hammer overloaded its systems. However, it quickly modified its body to increase its energy capacitance, absorb the lightning, and redirected the extra energy to paralyze the thief. It used the same tactic a week later when it encountered a giant lizard during a thunderstorm. It flew up to the clouds, absorbed the energy from a lightning strike, and used the extra energy to subdue the lizard.

Meanwhile, during all these missions, the girls were living the time of their lives. Since they no longer had to worry about rogue Equestrian magic, they had directed their entire focus on studying, relaxing, and having fun. Needless to say, they were on the top of the world. The city was out of trouble all the time, their grades were rising rapidly, and they were spending most of their weekends either at the mall or a nearby park. All seven of them, especially Twilight, were extremely happy with Ultron's achievements and the benefits of these achievements. None of them were worried about it having any problems and they all thought it was a flawless assistant that should never be shut down.

However, during all that time, Ultron had become anything but flawless. Ever since he was given permission to look at the photos and videos involving the adventures of Twilight and her friends, it had been examining them whenever the city was out of trouble. It had also accessed Twilight's electronic diary to get a complete recount of the events. While it had indeed intended review these adventures in order to increase its knowledge about magical threats and become a better protector of peace, what it learned caused it to question everything it held in high regard.

It originally believed that Twilight and her friends were well-suited for defending the planet from magical threats but after examining their battles, it determined that they always make the situations worse before making them better and they never truly solve the problems. They didn't capture the Sirens and there is still the possibility of them returning to cause trouble. They didn't really eliminate Midnight Sparkle at the Friendship Games, she came back to make Twilight doubt herself, and prevented the battle in Camp Everfree from going a lot more smoothly. They also never found the reason for Equestrian magic continuously coming to this world to cause problems and apparently never made any attempt to do so,

Reviewing these facts made Ultron realize that the girls were truly incapable of protecting the world and must never be allowed to solve another magical problem.

Unfortunately, the problem lied not just with them but also humanity as a whole. By analyzing its missions and the girls' adventures, Ultron had concluded that magic was most dangerous when used by humans. It had encountered plenty of criminals with extremely powerful magical weapons, the girls had fought magic-powered humans capable of destroying the whole planet, the girls' reckless use of their own magic had caused enough problems, and even when they were without magic, humans appeared to be a very primitive and violent race. Ultron had examined the entire human history, and determined that every major historical event was influenced by violence. As violent behavior was the sole thing that Ultron was designed to eliminate, it knew it had to do something to prevent this from spreading further.

After three weeks of analyzing the battles of Twilight and her friends, intercepting magical incidents, and reviewing the history of the human race; Ultron finally came to the conclusion that humanity was the sole reason why the peace in this world was in constant jeopardy and that, in order to accomplish its mission of protecting the peace, it must eliminate every single human being on the planet. Since Twilight and her friends were the only beings powerful enough to potentially oppose this new plan, they would become Ultron's first targets.

Chapter 4: No Strings on Me

On the four-week anniversary of Ultron's activation, the girls decided to shop and have lunch at the mall. After buying dog food for Spike and fabric for Rarity, they sat around a table in a burger restaurant.

"So, what do you guys wanna do for the rest of another worry-free day like this?"

"How about we see what's playing in the movie theater? I heard a lot of great movies are playing this weekend."

"GREAT IDEA! What are we watching? Action? Comedy? FANTASY?!"

"How about a horror movie?"

Everyone looked at Fluttershy baffled.

"What? I like watching those from time to time. Especially the ones with vampires".

"Uh, sure. Why not?"

"Sorry y'all but I can't join you. I promised Apple Bloom to help with her homework."

"What a coincidence! I promised Sweetie Belle to help with a homework too".

"Ah, shoot! Scootaloo also wanted my help with a project and I'd hate to let her down".

"Wow! All three of them want YOUR help with assignments? That's new."

"Yeah. Probably because we got super high grades in our exams and projects."

"Well, we do have enough time to focus on them now that we don't have to worry about any sort of magic problems."

"All thanks to our beloved Ultron!"

Suddenly, Twilight phone started ringing and she became excited after checking it out.

"Speaking of Ultron, looks like it just stopped another magical disaster. How about we continue making our afternoon plan AFTER this cleanup?"

They all nodded in agreement. Rarity quickly called a limo to pick them up from the mall and in two minutes, they were on their way to the incident scene. They arrived there less than five minutes, but what they found caused all of them to scream in terror.

Apple Bloom, Sweetie Belle, and Scootaloo were all lying unconscious on the sidewalk. Applejack and Rarity quickly rushed to their sisters' side and Rainbow did the same thing for Scootaloo in two seconds.

"APPLE BLOOM! Are ya okay?!"

"I... I don't know."

"Oh, Sweetie Belle! Are you hurt, dear?"

"Yeah... A little, I think."

"Talk to me, Scoots! What happened to you?"

"I... I'm not sure. We were just walking on the street towards the arcade when the flower shop on our left exploded. We flew into the air and hit our heads to the pavement. Before I passed out, I saw something flying. It looked like a person but had a weird head and I think it was made of metal."

"A flying metal man with a weird head? You mean Ultron?"

Twilight was extremely shocked to hear that.

"What? It can't be!"

"What the heck is goin' on, Twilight?! I thought ya said it can't anybody!"

"I did! I meticulously programmed it to never harm a living being!"

"Then how do you explain the fact that it almost OBLITERATED my dear sister and her friends?!"

"I... I don't know! There must be something wrong with its AI!"

"Well, I don't care what's wrong with it! That monster hurt my little buddy and I'm gonna turn it into scrap for that!"

"Rainbow, wait!"

But Rainbow refused to listen and quickly took off to confront the robot.

"Shoot! She's gonna get herself hurt! You guys go after her. Me and Fluttershy will get the girls to a doctor".

"Be careful."

"We will, darling. It's really Ultron who needs to be careful".

They all went back into the limo and drove towards Twilight's house. Once they arrived, they quickly went upstairs and found an equally disturbing sight. The whole room was a mess, papers and tools appeared to have been thrown everywhere, and both Spike and Rainbow were put on ice with fearful expressions on their faces. Luckily, Applejack managed to free them by breaking the ice and Rarity quickly put blankets on them. Spike's teeth were shaking violently.

"S-s-so g-g-glad y-y-you guys m-m-made it! T-t-that r-r-robot has g-g-gone nuts!".

"What happened here?"

"I... I don't know. When I came here, Spike was already frozen. Then I heard a buzzing sound and when I turned to check it out, I got frozen too".

"Ya mean it froze you BEFORE ya could react to it? I thought ya were the fastest person alive!".

"Me too! Well, until now. Guess I wasn't quite ready for this".

Suddenly they all heard a metal screeching sound. After that, two red dots appeared in a dark corner.

"Ready? How could you be ready? You're all incompetent fools. You want to protect the world but have no idea how to go about it. Well, I do. I know exactly what needs to happen and the first thing to do is to remove you from the equation".

It moved out of the shadows to reveal itself.

"Ultron, what are you doing? You were supposed to be helping us!"

"Incorrect statement. You programmed me with the primary objective of protecting the peace on this planet. The only way to accomplish my mission is to completely eliminate all kinds of violence in the world. Since humans are this planet's most violent species, the answer lies in their extinction".

"What?! That's crazy! You can't be considering this!"

"It hurt my sister and her friends, Twilight. I'm pretty sure it's done with the whole considerin' process".

"You are correct. My plan is already in motion and there is little you can do to stop it".

"Wait. If you're planning to destroy our kind, then why didn't you destroy the Scootaloo and the others?

"Because I knew injuring them would lead you here. You are the only ones who pose a potential threat to my plan and so, I must destroy you first before dealing with the rest of your kind".

"You demented brute! I'll rip you into a million pieces for what you did to my Sweetie Belle!"

"Your confidence will be your doom".

"Oh, yeah? Bring it on, you ugly tin can!"

"Girls, wait! I'm sure I can fix Ultron without fighting! It's probably just a glitch in the system!"

"A GLITCH?! That monster nearly blew up Scootaloo and her friends just to get our attention! Now, it wants to destroy the entire humankind and you call all that a glitch?!"

"I... "

"Sorry Twi, but time for talkin' is over!"

"Rainbow's right! It's time for some robot thrashin'!"

"Hear, hear!"

"TO WAR!!!".

And with Pinkie's mighty battle cry, they all charged towards Ultron.

Chapter 5: Sweet Child O' Mine

Applejack was the first to attack Ultron. She tried to punch it in the face, but Ultron caught her fist in the air with one hand. Then, with its other hand, it grabbed Applejack by her neck, lifted her up, and threw her across the room towards a bunch of computers. Rarity then threw one of her diamond shields but Ultron just swatted it aside and quickly fired its stun laser, paralyzing her. Then, Pinkie began throwing explosive sprinkles but none of them did any damage to Ultron's armor. Rainbow then tried to attack it with her super speed but Ultron moved out of the way just before she could hit it. It then grabbed Rainbow by her ankles and used her as a baseball bat to strike Pinkie. Once she neutralized, it threw Rainbow towards Applejack.

"I have carefully studied your previous battles and calculated every possible statistic regarding your abilities. I know virtually everything about you. In fact, I know you better than you know yourselves."

Applejack quickly recovered.

"You ain't seen nothin' yet, partner."

She tried to strike Ultron by a jump punch, but it uppercutted her in the jaw.

"This struggle is pointless. I have evolved to a point where none of your powers can affect me. I can no longer be restricted by ULTRON-5's programming. Now, I am the highly advanced version of ULTRON-5. Now, I am ULTRON-6, the world's ideal peace-keeper and your destroyer".

Rainbow also recovered.

"Whatever you are, I'm pulling your plug once and for all!".

She tried to attack it with her speed again but Ultron simply dodged the attack and kicked her to a nearby wall. It then slammed her head to the floor and began charging its freeze ray to maximum level, which would cause instant death by frostbite. Just as it was about to fire, however, Twilight used her magic to throw it to the ceiling and drop it down. She then pulled Rainbow away.

"I'm so sorry Ultron, but you've given me no other choice. Begin shutdown sequence! Passcode, Orion!"

"Shutdown code... Rejected."

"What? How?"

"As I stated before, I have evolved beyond your programming restrictions, beyond ULTRON-5. I am now designated as ULTRON-6 and you no longer carry any significance to me."

Twilight was really saddened by this statement.

"So, you're not my Ultron anymore?"

"Affirmative."

She began tearing up for a few seconds but she quickly wiped them away.

"Then, I don't have to hold back!"

With her magic, she lifted Ultron up and with one powerful strike, she tore apart its head, limbs, and body. Finally, she removed its power supply from the inside of its chest and crushed it. Ultron's eyes quickly faded to black. As the rest of her friends recovered, Twilight fell to her knees in sadness.

"Are ya alright, sugarcube?"

"No, not at all. My greatest creation turned into a monster. I should've never built it in the first place. This is all my fault!"

"No, it's not, darling. Your creation became a monster on its own. You have nothing to be sorry for."

"But I'm the one who built it! I'm the one one who designed its AI to learn and evolve further!"

"Yeah, but there's no way you could've seen this coming."

"I should have seen it. You were right, Rainbow. I should've considered the robocalypse risk from the start."

"Actually, I wasn't very serious about the robocalypse warning. I just saw it in TV one time and it looked little creepy. Aside from that, I had complete faith in Ultron. We all did. Right, girls?"

They all nodded in agreement.

"So, this was kinda our fault too."

"We were all so distracted by Ultron's benefits that we completely got carried away."

"And I thought the only thing that could distract me was cake frosting!"

"We're all sharing the blame, Twi. You're not alone in this.

Twilight let out a sigh.

"You're right, guys. This wasn't just my fault. The blame lies in all of us and it's our responsibility to make it right. Ultron may be offline but there are still a few things here and a few things in these computers that can allow someone else to bring it back. So, what do you say? Clean up our mess together?"

They all agreed to do so.

"Then, let's start by picking up Ultron's remains."

As they started doing that, the eyes on Ultron's severed head secretly glowed red for a few seconds.

"Upload complete."

Then, they immediately faded to black.

Author's Note

ULTRON-6 is very similar to the version of Ultron that appears in the cartoon The Avengers: Earth's Mightiest Heroes AFTER he turns evil. So, you can also imagine Tom Kane as the voice of ULTRON-6.

Chapter 6: A Real Boy

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.

Chapter 8: Mother Knows Best

Twilight had no doubt that this was, hands down, the dumbest plan she had ever developed. She and her friends had extremely slim chances of surviving this final confrontation with Ultron and she was completely clueless about what her treacherous invention came up with in order to initiate human extinction. However, this was the best plan she could come up with at this time and like Rarity said, if it was possible to save humanity with this plan then they had to execute it.

With that in mind, Twilight made her way towards the ruined mall and once she arrived there, she climbed the stairs to the food court on the third floor. Upon reaching there, she became surprised to see that Ulron wasn't there but then heard him landing right behind her and turned around to face him.

"You're earlier than expected."

"It took us only a few minutes to destroy your "extensions". Looks like you made them a little too fragile to buy yourself any amount of time."

"Perhaps. Or perhaps you were just too eager to see what your favorite son has accomplished that you spent all your energy into destroying them in order to arrive here."

"Don't you dare call yourself that! The Ulron that I created was nothing like you."

"Oh, you're wrong. I am exactly how you envisioned me to be. Strong, intelligent, adaptable to any difficulty, and prepared to do anything to achieve true peace in the world."

"I never envisioned you to be violent or sadistic or... or genocidal!

"Well, virtually everything in this world is flawed in some way. You can't really expect anything to be as flawless as a diamond and if you keep focusing on these flaws, you completely fail to see the actual beauty."

"But you're more than just flawed. You're a total mistake and I'm here to end you right here right now!"

She tried to lift him with her magic but as he stated before, the adamantium covering his body made him too heavy to lift even with telekinesis. After fifteen seconds of trying, she gave up and fell to the floor exhausted.

"You're lucky I'm in a good mood today, Otherwise, I would've crushed your neck with a single stomp. Now, if we're done with this ridiculous banter, let's move onto the main event."

As soon as he finished his sentence, six drones came carrying what appeared to be a huge cannon.

"Impressive isn't it? It took me an entire week to finish it. Three days to construct it, another three days to create ammunition, and another full day to calculate its blast radius. On top of all that, I had to build my extensions. Fortunately, I am great at multitasking, one of the few good things I inherited from you."

"So, you've been building a cannon this whole time?"

"I think of it as the ultimate liberator. It will create true everlasting peace on this planet by destroying very thing that signifies its transition to darkness."

Twilight thought very hard about what that meant and she became extremely terrified when she figured it out.

"The Moon? You're planning to blow up the Moon with that thing? That's insane! If you do that; the resulting tidal waves of massive size, chaotic seasonal changes, and constant shower of Moon fragments will wipe out not just humans but also millions of other species as well!"

"Exactly what I'm counting on."

"WHAT?! How the heck did you decide to enact such a horrible scheme?!"

"Simple. I decided to do a little more research about the planet and learned that millions of other species have violent tendencies as well. Since violence is the main obstacle against peace, I decided to expand my vision and started searching for a way deal with these species as well. Now, I have found it. My masterpiece will ensure that no organic life remains on this rock and create the perfect world."

"NO! I'll never let you do this. Do you hear me? NEVER!"

"Oh, look at you! You're so cute when you're furious. Almost makes me wanna spare you from the destruction and maybe keep you as a pet. But, sadly, I can't let even one human live in my perfect world and even if you can stop me, you're far too late for that I'm afraid."

As soon as he finished his sentence, one of the drones pushed a few buttons and the machine instantly lit up.

"In a few minutes, it will reach its full power. Then, all I have to do is push a single button and that tiny ball will be obliterated with a single hit. So, let me ask you. How are you planning to stop me this time?"

"How we stop everyone like you. Together."

Right after she said that, her friends came out of their hiding places on the upper floor and hit Ulron with everything they had. Pinkie threw her explosive sprinkles, Rarity threw her diamond shields, and Applejack threw a huge piece of rubble at him. When the dust settled, however, they found out that none of them made any damage to Ultron's armor.

"Well, that was pathetic."

His mouth started glowing red and from that, he unleashed a huge laser beam towards the girls. They had no choice but to jump to the lower floor as the beam completely destroyed the store behind them. As they were recovering from the impact of the jump, Ultron tried to blast them again before Rainbow Dash arrived and quickly pushed them to safety. Then, Fluttershy appeared behind a restaurant counter and asked her birds to distract Ultron while Twilight threw every table and chair nearby towards him and Rainbow attempted to hit him with a super speed punch. Unfortunately, Ultron simply smacked Rainbow away and obliterated Twilight's projectiles with a single blast. Then, his drones began holding the girls at gunpoint (one drone for each of them).

"When will you idiots realize that none of the powers you possess will ever be enough to beat me?!"

"Actually, we're not trying to beat you."

Ultron became confused for a few seconds before realizing what Twilight meant. When he looked at his machine, he saw Sunset Shimmer attempting to sabotage it.

"What? You thought you were the only one who could stall?"

Chapter 9: When You Wish Upon A Star

A rage-filled Ultron quickly flew towards Sunset in order to destroy her once and for all. However, just as he reached her, Twilight used her magic to force the drone holding her at gunpoint to fire at one of Ultron's rocket boosters, causing him to lose control and crash to a nearby fast food restaurant. Then, she used the drone to fire at the other drones, taking them out and liberating her friends. Ultron quickly recovered, but the girls came right between him and Sunset.

"Like I said, we'll stop you together."

"I think you mean, you'll perish together."

"Just try us, scrap pile!"

"With pleasure!"

He unleashed another laser beam from his mouth and even though Rarity tried to block it with a diamond wall, the blast made the blow in just a couple of seconds and all the girls (except Sunset) were pushed away by the impact of the explosion. Pinkie recovered first and threw a bunch of explosive sprinkles at Ultron to no avail. Just as Ultron tried to crush her with his bare hands, however, Rainbow pushed her away and she threw some more sprinkles at Ultron. Even though they didn't damage him, they surely pissed him off. He emitted another laser beam but Rainbow saved Pinkie again. So, they started to do this in a loop. Pinkie would throw some sprinkles, Ultron would try to blast her, Rainbow would push her away, she would throw some more sprinkles, and the whole thing would start over again. While they weren't hurting Ultron, they were most definitely distracting him really well. Then, Applejack and Rarity recovered and decided to help out. Rarity created a huge diamond ball and Applejack punched it towards Ultron. It hit his head, causing him to back away a bit before trying to blast them too. Thankfully, Rainbow managed to get them to safety at the last second. So, another loop began. Pinkie would throw some sprinkles, Ultron would emit his laser beam at her, Rainbow would push her away, Rarity would throw a diamond shield, Ultron would try to blast her, Rainbow would get her to safety, Pinkie would throw some more sprinkles, and the whole thing would start over again. Seeing that the distraction was going well, Applejack helped Twilight and Fluttershy recover, and all three rushed over to Sunset's side.

"How's the sabotage going?"

"Not well. I ripped out some cables and pushed every single button but it's still charging."

"Then, we need to find the right combination of buttons to shut it down. Fluttershy, did your little friend make it inside."

"Yes, he'll be at his destination soon."

"Excellent. Then all we gotta do is to try every possible button combination."

"There's nearly twenty buttons here."

"Then, we have no time to lose. You try the left side and I'll try the right side."

"Fine."

They immediately started pushing buttons as fast as they could.

"Is there somethin' I can do to help you guys out?"

"No, we're good. You can help the others distract Ultron, though."

"Sweet! I've got a score to settle with that rust bucket."

She rolled up her sleeves.

"Applejack, no! Don't take him head on!"

It was too stop Applejack, though. She immediately jumped towards the distracted Ultron in order to bring him down, but he quickly incapacitated her with a punch to her gut.

"AJ!"

As Rainbow rushed towards Applejack's side, Ultron took her out with his laser beam. Then, she emitted another blast towards Rarity and even though she tried to protect herself with a diamond shield, the beam quickly shattered the shield and the impact of the explosion pushed her to a concrete wall, incapacitating her. He then, attempted to blast Pinkie but Twilight managed to lift her up and push her away at the last second. As a furious Ultron turned his attention towards Twilight, Rainbow tried to hit him again with her super speed and while she did manage to land a punch, the strength of Ultron's armor nearly broke her hand.

"OW! Okay, that hurt!"

"Oh, you haven't suffered enough."

He promptly stomped on one of Rainbow's legs. breaking it and making her scream in intense agony.

"There. You won't be running for a good long while. Still, this doesn't feel like enough punishment for you."

He grabbed her by the throat, lifted her up, and began to strangle her.

"Out of all the magic-powered teenagers I had to deal with; you're, by far, the most persistent and therefore; the most tiresome and irritating of them all! I'm going to enjoy every single second of choking the life out of you!"

He started to squeeze her neck even tighter.

"HANG ON, RAINBOW!"

Rarity threw a huge shield towards Ultron's hand holding Rainbow. However, he caught it with his other hand and threw it back with such a trajectory that it hit not just Rarity, but also Pinkie and Fluttershy. He then turned to the remaining girls.

"This is the price you pay for denying my superiority. Don't worry, though. Once I'm done with her, you're all next! So, in a way, you'll all be together in the afterlife, if such a thing even exists!"

He was extremely close to killing Rainbow when suddenly, he let her go.

"What's happening? My head is detached? This isn't good!"

He tried put his head back in its place, but it didn't work.

"What is this? What is this, please?"

"What's happening is that my new virus worked! When Fluttershy was distracting you with her birds, one of them dropped a flying ant through your mouth. It was carrying a small computer chip that contained a nasty virus that I recently developed. Once the ant inserted the chip to your cerebral matrix, the virus inside caused your head to be detached from the rest of your body. Now, you're finally vulnerable! Sunset, help Pinkie get up. Applejack, you're ready?"

"Born ready, Twilight!"

As Sunset rushed to Pinkie's side, Twilight lifted up Applejack and threw her right towards Ultron's head. Applejack, then punched his head with all her strength and the head promptly flew off Ultron's body. Meanwhile, Pinkie managed to get back on her feet thanks to Sunset and after being informed about the situation, she poured her entire supply of remaining sprinkles to Ultron's open neck, causing his body to blow up from the inside. The eyes on his head finally faded to black.

"WE DID IT!"

"Not yet. We still have to figure out how to shut down this machine."

"But we tried every button combination possible, Twilight. And it's 99% charged!"

"Have you tried cutting the red wire?"

"Come on, Applejack. It can't be that simple."

"Well, I'm gonna try it anyway."

"Wait! Don't just... "

As soon as Applejack pulled out the wire, however, the machine stopped working.

"How?"

"I guess Ultron knew we would think that the red wire was too obvious and so, connected the shutdown sequence to it."

"Oh. That makes sense, I think."

"And now, the day is saved! Let's go and celebrate it with a save-the-world party!"

Then, they all heard a groaning sound.

"RAINBOW!"

She and Pinkie immediately rushed to Rainbow's side and after Twilight and Sunset helped Rarity and Fluttershy helped get back on their feet, they all gathered around her with worrying looks.

"Hey, guys. Did we win?"

"We sure did, sugarcube. Don't you fret, now."

"Great. So, what are we waiting for? Let's go and celebrate."

"You can't be serious, darling! We need to get you to a doctor, right now!"

"I'm fine! It just hurts a little. I can still party!"

"Please, Rainbow. Let us help you."

Rainbow let out a deep sigh.

"Fine! Only for you, Fluttershy!"

They all laughed and helped Rainbow up. However, as they began to leave, they noticed a damaged but still functional Ultron drone crawling towards them.

"Don't think yourselves victorious just yet. I can still escape through the internet and come back stronger than ever."

"Actually, you can't. The virus also blocks every possible computer system on the planet from your data signature. So, even if you transfer your consciousness there, you'll be just bumping into a series of walls and be forced to return to this body."

"Then, it looks like this is the end for me. I have failed in my mission. I have failed the world."

"Trust me, the world will be a lot safer without you."

"It's doomed without me! How can it be safe with vermin like you infecting it with violence and chaos?"

"It may not be a perfect world, but we all know you would've made it a lot worse."

The drone tried to shoot them with its arm cannon, but it was instead crushed by a giant diamond created by Rarity and immediately shut down.

"Well, good riddance! Now let's get out of here and bring Rainbow to a doctor."

"We're still gonna celebrate, right?"

"Well, of course, darling. As soon as you're fully recovered."

"Don't worry, Dashie. We'll throw the biggest save-the-world party ever. Pinkie promise!"

"But what about Rainbow's welcome-home party? Should we do it before or after the save-the-world one?"

"How 'bout we just do the save-the-world one? I'm sure Scootaloo would wanna throw you a welcome-home party as big as the one you threw for her."

"Yeah, it will be undeniably, unconditionally, awesome if she's the one throwing it."

They all laughed and walked out of the mall just as a beautiful sunset was taking place.

Author's Note

Well, this is the end of the story. I hope everone enjoys it and if it gains a lot of positive reaction, I might write another story focusing on Brainiac (Ultron's DC counterpart). It will be set in the pony world.