I'VE GOT NO STRINGS

by CROSSOVER KING

Rating: teen
Tags: Science Fiction, Avengers, Other, Adventure, Equestria Girls, Crossover, Violence, Twilight Sparkle (EqG), Death, Alternate Universe
Length: 9851

Sci-Twi creates the ultimate peace-keeper, but its idea of "peace" involves the extinction of all organic life on the planet.

Twilight Sparkle of the human world has created the first ever Artificial Intelligence program that can learn and further evolve. She has also uploaded that program into an already highly advanced robot, creating the perfect protector of peace. However, things eventually go awry as the AI's view of protecting the peace clashes with that of Twilight and her friends. Now, they must race against time and save every organic being on the planet from the rage of ULTRON.

1) Ultron is a Marvel Comics character created by the writer Roy Thomas and the artist John Buscema, and is owned by Disney.
2) The story takes place between Forgotten Friendship and Rollercoaster of Friendship.

Published 2018-12-17 20:40:01 UTC
Last updated 2018-12-25 13:23:26 UTC

I've got no strings

Twilight Sparkle had been missing for three weeks. Okay, she wasn't kidnapped or anything but her friends were only able to see her during classes. Outside classes, she was heading straight to the school's workshop or her home and working with countless tools and computers. She was obviously building something, she wasn't telling anything to her friends about it. Hell, she wasn't even talking or texting to her friends at all and they were becoming extremely worried about her.

Finally, after three weeks of absence, she finally texted to her friends and told them to come to her house so that they could see what she had built. As they started heading there, they entered into a discussion about what their friend wants to show them.

"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 all the time she spent on building it."

"Maybe it's a food distributer for homeless animals around the city."

"Or maybe a website that decides what you should wear daily, depending on the weather or whatever's popular this season."

"Or a maybe a totally creepy-looking robot that looks like another creepy-looking robot from a universe full of superheroes created by an old gentlemen who always cameos in the movies of his creations!"

Everyone looked at her dumbfounded.

"What?"

"Yeah, I'm pretty sure that's not what we're going to see."

"Oh, yeah? Ten bucks says you're wrong, Rainbow."

"Ha! You're so on!"

They spat on their hands and shook them.

"Can we get goin' please? I don't wanna waste the whole day on this banter!"

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

They continued walking towards Twilight's house and reached it in a couple of minutes. Twilight opened the door at the first knock and let's just say, calling her appearance messy would be a total understatement. She was wearing a lab coat full of scorch marks, her hair was a disaster and she had a terrifying grin on her face.

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

She pulled them inside the house and pushed them towards her room, which was equally horrible looking. Machine parts, papers, clothes, and computers were scattered everywhere. The only orderly things around were an object covered with a white sheet and Spike lying on the unmade bed. He instantly jumped off the bed and began shaking his tail when he saw the girls.

"Hey, guys!"

Rarity immediately went to pet him.

"Well, hello there, Spikey poo! I've missed you so much! What have you been up to?"

"I'm alright. But I can't really say the same for Twilight. She hasn't eaten or slept at all for three days, and it's all because of that ro-"

Twilight quickly covered his mouth before giving the girls a nervous laugh.

"Sorry about that but I'd like to make this introduction myself."

Then, she went near the mysterious object.

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

As soon as she removed the sheet, all of her friends gasped in terror. The object was a robot with a body similar to that of a human and a head similar to that of an ant. It's eyes were glowing blue.

"AH! CREEPY ROBOT!"

Then, she realized something and an evil grin appeared on her face.

"So, that means..."

Rainbow gave her a 10-dollar bill while still staring at the robot and Pinkie took it a huge glee.

"Twilight, what in tarnation is that monstrosity?"

Sunset hit her in the shoulder for that.

"What? You've gotta admit it's a little intimidatin'."

Sunset rolled her eyes.

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

She turned towards ULTRON-5.

"Initiate the scan."

It's eyes glowed even brighter.

"Scan complete. Seven sources of Equestrian magic detected. One source located 30 inches to the north and the other six located 3 feet to the north. Danger level low on all sources. Standing down."

"Wait a minute. Are you saying this thing can find Equestrian magic?"

"And contain it if it becomes out of control. I've equipped this robot with every tool and non-lethal weapon imaginable from stun laser to bug spray. Whenever an incident involving rogue magic takes place around the city, it will simply fly there and get it under control so that we can remove it with our own magic."

"WHAT?! It can fly, too?!"

"Yep. With the jet boosters I installed on each foot, it can fly up to one hundred miles per hour. Pretty cool, huh?"

"Cool? No, it's not cool! IT'S AWESOME!"

"Well, you certainly know how to exceed expectations, darling. You spent all these weeks building this machine so that it makes our job of getting under magic under control less tiring. Even I can't be that generous."

"So, I take it you all like my new invention and wanna test it out?"

Everyone except Rarity and Rainbow thought about that really hard.

"Well, it sure looks useful but what if it finds a magical threat that it can't beat?"

"I'm glad you asked that, Sunset. You see, what makes Ultron so different from the other robots is that it's equipped with the first ever Artificial Intelligence program that allows it to learn from the situation and adapt to it. And thanks to its very own molecular re-arranger, its body is allowed to evolve even further."

"Okay, time out! I know where this is going. If sci-fi movies taught me anything, it's that when robots become smart, they immediately start a robocalypse."

"Not to worry, Rainbow. I carefully programmed Ultron to never harm any living being. Besides, I can always shut him down with a single voice command."

She turned towards Ultron.

"Initiate the shutdown sequence. Passcode, Orion."

"Shutdown code accepted."

It's eyes immediately faded to black.

"You see?"

"Okay, that IS pretty cool."

"So, does that mean you're okay with it staying online?"

Everyone thought about it again (except for Rarity and Rainbow, because this is their first time thinking about it) before nodding in unison.

" I guess it won't hurt anybody if we leave it on."

"Sunset's right and also, I might've been a little too harsh with the whole intimidatin' comment."

"I'm sorry too. I think I hurt the nearby ants' feelings when I got scared by Ultron's head."

"Aw, don't worry, Fluttershy. I'm sure they'll forgive you in time. Hey, how about we show them that we now like Ultron by throwing a new-friend-party?!"

Everyone cheered in unison.

"Great idea! You guys go ahead. I'm gonna turn Ultron back on and meet you downstairs."

She once again turned towards Ultron.

"Initiate the activation sequence. Passcode, Prime."

The eyes started to glow blue again.

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

"Sure, go ahead."

The eyes glowed even brighter.

"Scan complete. One Equestrian magic source detected. Location, 1.5 miles to the northeast. Danger level, high."

"What? You mean something with rogue magic is wreacking havoc somewhere right now?"

"Affirmative. Permission to intercept."

"Permission granted."

It immediately fired up its jet boosters and flew through the open front door.

"Come on, guys! Ultron's heading northeast. This is the perfect chance to observe his combat abilities firsthand."

"Does that mean we're gonna follow it."

"Fluttershy, it just flew out the door at fifty something miles per hour towards the other side of town to intercept a rogue magic source. Of course, we're following it!"

"Uh, maybe it's not such a good idea. It may not like us getting in the way or the rogue magic source may turn out to be another demon or-"

"Come on! It's gonna be fun! Besides; we have to see that it can handle huge magical threats, with our own eyes, right?"

"Oh, I guess you're right."

"Then, what are we waiting for? LET'S GO AND WATCH OUR ROBOT BUDDY TEACH EQUESTRIAN MAGIC SOME MANNERS!"

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

Author's Note

ULTRON-5 is voiced by Wally Wingert (the voice of Hank Pym in The Avengers: Earth's Mightiest Heroes and The Riddler in the Arkham videogames).

To hold me down

It took Ultron less than a minute to arrive at 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!"

"Ah 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, Miss Dash, 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 like that, can we? He's so cold, sad, and alone."

"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 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.

"Alright, 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. You'll be in 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 Rainbow'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.

"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 no problem stopping 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 any 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 handling these situations. I request that you allow me to study these experiences so that I can better protect the peace throughout the city"

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

"I possess the ability 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 and started whispering.

"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. Also, it totally 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, Sunset."

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.

Or make me frown

On the twenty second day since Ultron's activation, the girls decided to go shopping and have lunch at the mall. After purchasing 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 horror?"

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."

"Oh, 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 clean-up?"

They all nodded in agreement and Rarity quickly called a limo to pick them up from the mall. In two minutes, they were on their way to the incident scene but when they arrived there less than five minutes, 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 couldn't hurt 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 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 thing alive!"

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

Suddenly, they all heard a metal screeching sound and covered their ears. When the sound went away after five seconds, two red dots appeared in a dark corner and whatever owned them spoke with a menacing tone.

"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 sole 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 even considering this!"

"It hurt mah sister and her friends, Twilight. I'm pretty sure it's way past 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 talking is over!"

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

"Hear, hear!"

"TO WAR!!!".

And with that mighty battle cry, they all charged towards Ultron.

Author's Note

Ultron is now voiced by Tom Kane, who was his voice actor in The Avengers: Earth's Mightiest Heroes.

I had strings

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 made a dent in 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 ankle, used her like a baseball bat to strike Pinkie, and then threw her 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 with 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 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 liquid nitrogen cannon to maximum level, which would cause instant death by frostbite. Just as it was about to release the liquid nitrogen, 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?"

She suddenly got hit by a couple of lasers emitted from Ultron's eyes.

"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."

It started pressing its foot against Twilight's ribcage, making her cough violently. Spike tried to save her by trying to bite Ultron's leg, but Ultron promptly grabbed him and threw him to the ceiling. As she was struggling to breathe, Twilight finally realized something.

"You're not my Ultron anymore, are you?."

"Negative."

She began tearing up for a few seconds before wiping them away and spoke with a furious tone.

"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. Afterwards, her friends managed to recover, and helped her and Spike get back on their feet. However, she quickly pulled herself away from them and sat on her bed in sadness.

"Are ya alright, sugarcube?"

"No, not at all. My greatest invention turned into a monster and nearly destroyed you. 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."

"But 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 whole robocalypse warning. I just saw it in TV one time and it looked a 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!"

Rainbow sat beside Twilight and put her hand on Twilight's shoulder.

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

The rest of the girls also sat beside her and put their hands on her shoulders, while Spike curled up on her lap. Twilight let out a sigh and finally smiled.

"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 other 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."

However, 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.

But now I'm free

A few days after Ultron's betrayal, everything seemed to have returned to normal. The girls 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 also 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 was due to the fact that they were spending the majority of their time at home. They didn't have much 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. 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 humanity, 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. Now, it is finally here. Your Judgment Day."

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 similar to 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 higher quality metal, and several parts of it was glowing red. He quickly noticed Twilight and her friends, and flew right in front of them

"Greetings, girls. I assume, you missed me?"

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

"In either case, your presence here is very pleasing. You finally have the oportunity to witness 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 are not minions. They are 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, you may have noticed my new armor. I was compelled to acquire a new one since my apparent destruction at your hands last week. But I probably should thank you for that, for 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 will not be enough tear it apart now, Twilight. It is 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 as challenging as making an omelet blindfolded."

"Hosh darn 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 standin' here right now!"

"You are correct. I should have been annihilated 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."

"Very impressive, Miss Shimmer. You seem to be exceptionally perceptive for your age. Or perhaps, a former 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 both this and my actual plan right now but will not utilize it anyway. This is the problem with you girls. You never go far enough to do the right thing. But I do. Humanity is an immediate threat for this world and I am planning on solving it once and for all."

"Not unless we stop you, ruffian!"

"As much as I would like to continue this conversation, I have a very tight schedule to keep. Do not worry, though. My extensions will certainly keep you company until everything is in place. Goodbye, for now."

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

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."

"Wait a minute! Where's Rainbow Dash?"

"I dunno. She was right beside me when the drones were preparin' to fire."

"There! I see her!"

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

"She's distracting them away from us!"

"Good, because I have no idea how much longer I can hold this!"

Rainbow also noticed that Rarity's shield was starting to break. Therefore, 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 the ones 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 spent ten hours on a treadmill!"

"I'm just sayin' these robots were a little too easy to destroy. I only had to throw one punch to take out each of 'em. 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 right now and scrap it for good!"

"Calm down, Rainbow Dash! 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 trackin' 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 actually have a plan to stop Ultron for good, 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 agreed and Twilight let out a sigh.

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

They all gave her confused looks.

There are no strings on me!

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 had at this time and like Rarity said, if it had the potential to save humanity, 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 present but then heard him landing right behind her and turned around to face him.

"You have arrived earlier than I anticipated."

"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 devoted all your energy into destroying them in order to arrive here early."

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

"Still making incorrect statements, I see. I am exactly how you envisioned me to be. Strong, intelligent, adaptable for any challenge, and prepared to do anything to achieve true peace in the world."

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

"Virtually everything in this world is flawed in some way. Nothing can be expected 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 are fortunate that I am in a good mood today. Otherwise, I would have crushed your neck with a single stomp. Now, if we are done bantering, let us move onto the main event."

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

"This took me an entire week to complete. Three days for construction, another three days for creating ammunition, and another full day for calculating the blast radius. Additionally, I was occupied with building my extensions. Fortunately, I am an efficient multitasker. One of the few useful 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 the very thing that signifies its transition to darkness every day."

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 am counting on."

"WHAT?! This scheme is even more horrible than I thought! How the heck did you come up with this?!"

"Simple. I decided to do additional 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 thus, create the perfect world."

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

"Hmmm. Your appearance during your furious state is somewhat adorable. Perhaps I should spare you from the incoming destruction and keep you as a pet. In this way, you may finally understand what it feels like to be receiving and obeying orders all the time. However, I guess it is not logical to leave even one human alive in the perfect world. So, it seems that you are destined to perish with the rest of your kind after all."

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?"

"Exactly 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.

"How 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 foolish primates realize that none of the powers you possess will ever be enough to defeat 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?"

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' heads, 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!"

"As you wish."

As he prepared to unleash another laser beam, the girls held their hands and began their magical transformations. Once they fully transformed, they fired another laser beam to counter that of Ultron. However, about 15 seconds after the beams hit each other, it became clear that Ultron had fired the stronger one and because of that, it quickly came dangerously close to the girls.

"Are ya sure this is gonna work?"

"If it could bring you all six of you here from downtown, then it works perfectly!"

"Then let's quit hollerin' and use it already!"

Upon hearing that, Fluttershy brought out a small device from her pocket and activated it, teleporting all seven of them right outside the mall. This caused Ultron to accidentally destroy the cannon with his own laser beam. Once he realized that, he unleashed another beam towards the ceiling in frustration. Outside the mall, the girls finished recovering from the dizziness caused by their teleportation.

"It worked! My dumb plan actually worked! Ultron can't destroy the world anymore!"

The girls all cheered for that and hugged each other. Unfortunately, their celebration was cut short when Ultron flew through the ceiling and landed right in front of them.

"I must say, Twilight, your lack of common sense continues to stagger me. Did you really not assume that I had developed a contingency plan for this kind of situation at all? No? Pity."

He tapped on a red area on his chest and in just 10 seconds, turned into a 65 feet long monstrosity.

"Whoa! He can do that?!"

"It's the molecular re-arranger! He's overwritten its functions!"

"Now, I am perfectly capable of obliterating all organic pests on this rock all by myself, but not before preventing any further interruptions from you."

He raised his fist and brought it down upon the girls in order to crush them. Thankfully, they were able to get away at the last second.

"Please tell me you have a backup plan too!"

Twilight brought out another device from her pocket.

"I do, but I need a distraction to execute it."

"You got it!"

As soon as Pinkie said that, she began throwing large amounts of explosive sprinkles towards Ultron and this certainly got his attention. Before he could crush her with his foot, however, Rainbow quickly got her out of the way. Then, she began running circles around Ultron in order to confuse him, but he made her lose her balance with a single stomp. Just as he was about to destroy her with his fist, however, he became distracted by Fluttershy's bat friends and Rarity's huge diamond projectiles. As Sunset pulled Rainbow to safety, Twilight managed to use her telekinesis to make the device through Ultron's mouth and down towards his circuitry. Unfortunately, he swatted the bats away and leaned downwards to grab Rarity. Before he could do that, however, Applejack pushed him out of the way and got grabbed instead. Then, Ultron looked right at her eyes and chuckled as he began to squeeze her.

"This is quite ironic, is it not? Because of your constant honesty and capability of making correct assumptions, you were the one I least hated among the team. Yet, you happen to be the first one to perish at my hands. As ironic as my situation. I, the very thing that was created to be your savior, am now your worst nightmare."

He began to squeeze her a little bit harder and Applejack let out painful screams. Rarity hastily threw as many diamonds as she could towards Ultron but none of them made a dent on him. She eventually fell down from exhaustion but Applejack's even louder screams brought her back up.

"APPLEJACK, NO!!"

"Rarity, get away! Get out of 'ere, all of you!"

"Not without you, darling!"

"It's too late! Get out of 'ere now! Please!"

"That would not be a logical strategy. For after I am done with you, I shall fly to your most populated cities and burn every single organic vermin residing there, before doing the same in the remaining cities, towns, forests, oceans, and desserts until no trace of organic life remains on this-"

Suddenly, he froze right where he stood and dropped Applejack. Thankfully, Rarity caught her with a diamond shield and after the landing, she rushed to her side followed by the rest of the girls.

"Applejack! Are you okay?"

"Yeah, I'm fine. I mean, it still hurts a little but I feel fine, otherwise."

"It's alright, darling. We're here now. It's going to be alright."

She put her hand on Applejack's shoulder.

"I know."

She put her hand to Rarity's shoulder and they smiled to each other. Rarity then turned to the others who were relieved and also smiling.

"Would you PLEASE give her some space? She needs to breathe, you know!"

"Oops. Sorry."

They all backed away in order to let her breathe.

"What the hay happened anyway? He was just 'bout to crush me and suddenly went stiff like a caramel apple."

"It worked! My prototype EMP bomb actually fried his circuitry."

"Uh, Twilight? Pardon me but that was the... slowest... bomb... ever!"

"Well, it was a PROTOTYPE. What did you expect?"

At that moment, Ultron's head popped off and fell down. Twilight whispered something in Pinkie's ear and a huge grin appeared on Pinkie's face. Twilight lifted her all the way up to Ultron's exposed neck and Pinkie threw all of her remaining explosive sprinkles down his throat.

"TAKE COVER!"

Twilight quickly brought her back down and teleported all of them inside the mall. A few seconds later. they all heard an enormous explosion outside and their eyes were all widened.

"Pinkie."

"Yes, Rainbow."

"That was the awesomest thing you've ever done!"

"Really? Aw, thank you! Wanna have a blowing-up-stuff party after this?

"TOTALLY!"

They gave each other fist bumps and everyone else chuckled. Suddenly, they all heard a metallic sound and when they turned towards its direction, they saw a heavily damaged Ultron drone crawling towards them. Twilight decided to approach it.

"What is this? Why am I not able to escape into the Internet? What is this, please?"

"Because I don't wanna take chances with anything anymore. I suspected that you had the ability to transfer your mind to the Internet when you mentioned that you could access social websites. So, I designed the bomb to release not just EMP, but also a virus that blocks your entrance to the Internet and pretty much any computer system in the world. Unless you have another drone hidden somewhere, you're trapped in this body until your power supply runs out."

"Then, it seems 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 is doomed without me! How can it be peaceful 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 Applejack to a doctor."

"Are ya kiddin'? I'm doin' just fine!"

But when she tried to get up, she felt a great deal of pain.

"On second thought, goin' to a doctor doesn't sound too bad right now."

Rainbow and Rarity lifted her up and helped her walk towards the exit along with the rest of their friends.

"Don't worry, AJ. We'll throw you the biggest homecoming party ever!"

"But we just saved the world. Shouldn't we have a party for that too?"

"How about we just have that one. I'm sure Applejack's family will have no problem in preparing the homecoming party."

"Yeah, I'm sure 'bout that too. In fact, I bet Apple Bloom will insist that she makes the apple pies all by 'erself this time."

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

Author's Note

Well, this pretty much the end of my first story. I had tons of fun writing this and I hope everyone enjoys it. I don't know what to write for my second story yet, but I think it's going to involve another sentient robot and it's going to take place in the pony world. So, look forward to that!

Side note #1: Feel free to listen to this music or this one during the battle scenes.

Side note #2: MERRY CHRISTMAS!!!

To make me fret

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. This allowed him to absorb the lightning and redirect 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 together. Needless to say, they were on 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 at either the mall or a nearby park. All seven of them, especially Twilight, were extremely happy with Ultron's achievements and their benefits. 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 to 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 that, they never truly solve the problems. They never captured the Sirens and there was still the possibility of them returning to cause trouble. Also, they didn't really eliminate Midnight Sparkle at the Friendship Games and because of that, she came back to make Twilight doubt herself and prevented the battle in Camp Everfree from going a lot more smoothly. Moreover, they 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 that, they must never be allowed to solve another magical problem.

Unfortunately, the problem lied not just with them but also the entire humanity. 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, and the girls' reckless use of their own magic had caused enough problems.

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, it must eliminate every single human being on the planet. Since Twilight and her friends were the only ones powerful enough to potentially oppose this new plan, they would become Ultron's first targets.