Ultron in
SINS OF THE FLESH
by Steve Lyons

Activate.
  The transition from downtime to awareness was instant. The reboot program fed the central processing unit with data, redefining identity, memory and purpose. It told the being that it was a unique type of android: a perfect electronic life form, destined to inherit the earth from its current masters.
  Its – his – name was Ultron. His mission was to destroy.
  He had been awakened prematurely, before his self-diagnostic and repair programs had had time to run their course. His monitoring computers had obtained some information deemed important enough to warrant his immediate attention.
  With a flick of his wrist, Ultron activated the screen before him. He felt a brief surge of hatred at the sight of the imperfect, fleshy female face that blinked into view. No, he corrected himself – not hatred. Such emotions were for lesser creatures. What he experienced was a programmed sense of wrongness, brought on by this reminder that the organic infestation of his world had yet to be controlled.
  The computers had tapped into a human news broadcast. “Scientist Mark Grace today announced an exciting breakthrough in the field of robotics,” said the female head. Despite the loathsome form of the messenger, Ultron was interested in the message.
  “Dr. Grace, a former employee of Stark Enterprises, set up his own one-man company last year, devoting all his resources to the creation of artificial life. He now claims to have achieved that goal. Our reporter, David Winchester, spoke to Dr. Grace this afternoon at his offices in California.”
  The image changed. Now, Ultron was looking at a bespectacled man, young to middle-aged by human standards, with intense green eyes and iron gray hair. An off-screen interviewer was posing questions, most of which dealt only with inane trivia. But, even as Ultron’s patience was beginning to wear thin, he heard something that more than justified the time spent watching this drivel.
  “Many researchers, including Tony Stark, have had some success in building artificial humans that are totally realistic,” said Grace, “but they have never been able to create true artificial intelligence. They can only program the minds of their androids by copying over the personality engrams of others.”
  “Which means?” the interviewer chipped in – as if the answer were not already obvious, Ultron thought contemptuously. He had dabbled in such matters three times himself, giving life to a synthezoid “son” – the Vision – and later to two perfect mates, Jocasta and Alkhema. On each occasion, he had been unable to fully duplicate the accident that had given him his own independent consciousness. He had been forced, instead, to use human brain patterns, as Grace had described. The result had been that all three of his protégés had betrayed their creator.
  “Now,” the image of Mark Grace was saying, “I can program a unique, electronic personality from scratch. Instead of copying life, I can create it.”
  The newsreader returned to the screen, to report that Grace had arranged a demonstration of his new technology to take place three days hence. Ultron committed the time and location of the event to memory.
  He had been waiting many years for a breakthrough like this. If Grace could do what he claimed, then Ultron could finally have the companion for whom he had always yearned. This time, she would be perfect – uncorrupted by the organic taint. She would be his equal, his partner, his confidante.
  Ultron felt a sensation that he might almost have been tempted to describe as excitement. But, of course, emotions were for lesser creatures.

Mark Grace’s offices took up one whole floor of a purpose-built building in an exclusive, high-rent area of Los Angeles. This fine summer afternoon, a makeshift podium had been erected outside the main doors, looking out over a landscaped forecourt on which a small crowd was gathering. A banner proclaiming the name “Grace Robotics” fluttered in a gentle breeze.
  The invited audience consisted mainly of newspaper journalists and television news crews. However, Grace had also asked along his company’s financial backers and more than a handful of big-name scientists.
  Amongst the latter were two men who had far more in common than their intellectual prowess. The public was aware of Henry Pym’s avenging exploits as Giant-Man, of course – but most would have been surprised to learn that his companion, renowned businessman Anthony Stark, also doubled as his own armored bodyguard, the invincible Iron Man.
  “I’m surprised you came along to this demonstration, Tony,” Hank confided, once the pair were able to snatch a moment away from the attentions of the press. “I mean, I at least have a personal interest in the sort of work Grace is doing.”
  Tony gave him a tight smile. “I don’t think Grace expected me either. I suspect his invitation was just his way of rubbing my nose in it.”
  Hank nodded understandingly. “SE doesn’t exactly come out of this looking good, does it? A year ago, you fired Grace – now he’s making this sort of breakthrough.”
  “I had no choice,” said Tony. “Grace was carrying out unauthorized experiments on human subjects – and misappropriating funds, to boot. I could have had him sent to prison instead of just dismissing him.”
  “So he’s a con-man?”
  “Maybe – but that doesn’t make his work here any less interesting. And there’s certainly no doubting his brilliance.”
  “You think he could have done what he claims, then?”
  Tony shrugged. “It wouldn’t surprise me.”
  A ripple of applause alerted Hank and Tony to the fact that Grace himself had taken the stage. He tested the microphone, shuffled his notes, and looked out over his audience with a nervous grin.
  “Good afternoon, ladies and gentlemen. As I’m sure you already know from the news reports, I’ve invited you here today to witness the first demonstration of a unique technology.”
  Not quite unique, Tony thought. He glanced towards his friend, wondering if Hank too was thinking about his own accidental creation – perhaps his greatest achievement and his most abject failure. If Hank’s thoughts had indeed turned to Ultron, though, he was concealing it well.
  Mark Grace reiterated the details of his innovation, although there couldn’t have been anyone present who was not already aware of them. Tony shifted uncomfortably, impatient to get the preliminaries over with.
  At last, Grace stepped back from the microphone and – “without further ado” – introduced the prototype androids that everybody had come to see.
  “Ladies and gentlemen, please join me in welcoming the mechanical companions of the future – the Grace Robotics HelpMates!”
  This time, the applause was accompanied by appreciative gasps. Even Tony marveled at the two metallic figures that emerged from the main doors of the building and mounted the platform. For a moment, he forgot all about the technology that drove them, and found himself admiring them for their aesthetic qualities instead.
Grace’s androids had certainly been designed to make an impression. One was a perfect male figure, the other an equally perfect female. Their contours were immaculately sculpted to make them as attractive as possible. The effect was heightened by their golden casings, which gleamed in the sunlight and reflected the flashes of a dozen cameras. Their faces were near human in their expressiveness, and they currently displayed a pair of engaging smiles.
  “Our HelpMates,” Grace explained, “have fully programmable personalities. They can provide stimulating conversation, act as tutors, or you can simply employ them to do the washing up without complaint. Isn’t that right?” he asked the female HelpMate.
  “Whatever you say, Dr. Grace,” she agreed. Her voice had an eerie, machine-like quality to it, but the tone and inflections could not have been more accurately simulated.
  “So what do you think?” Tony whispered to Hank. He was the expert in this field, after all.
  “I don’t know,” Hank admitted. “They certainly look good enough – but without opening them up and checking inside, it’s impossible to tell whether Grace has used personality engrams or not.”
  Tony nodded thoughtfully. He too had suspicions – but the rest of the crowd had definitely been won over to Grace’s side. They laughed and cheered as the HelpMates were asked to perform a number of tasks, from lifting heavy weights to answering general knowledge questions and puzzles from the audience.
  “With a HelpMate,” Mark Grace boasted, “no one ever needs to be alone again!”
  And then, something whined overhead, like the engine of a small plane flying low over the crowd – or like Iron Man’s boot jets.
  A shadow fell across Tony’s face, and he looked up in alarm to see the familiar, gut-wrenching sight of one of the Avengers’ deadliest and most persistent foes. He glanced at Hank and saw that he too was staring upwards, his face pale and his mouth hanging open in shock. That was hardly surprising. Hank Pym, more than anyone, had reason to fear and hate the silver, humanoid android that now swooped towards the stage. For he had created it, many years ago.

Ultron had seen enough.
  He had remained in hiding, in a deserted office nearby, using concealed bugs to monitor the output of a television news camera at the conference. He had sat impatiently through Mark Grace’s speech, until the HelpMate robots had been ushered onto the stage.
  And then he had known that the waiting was finally over.
  He soared over the crowd of human vermin, mindless of their cries of terror. He focused only on the figures on the podium – and on the female HelpMate in particular. She was exactly what he had been searching for: a companion, to share his needs, desires and ambitions. Strange feelings stirred within the roiling nuclear furnace of his heart. Ultron couldn’t explain them.
  His sensors informed him that he was under attack. Bullets ricocheted from his adamantium casing like suicidal gnats. The Grace Robotics security staff had moved into action – like all their breed, they refused to allow the hopelessness of their cause to dissuade them from their irritating attempts to stop him.
  Six guards had formed a cordon between Ultron and the HelpMates. He would have to waste valuable seconds disposing of them. He landed in front of the uniformed men and they backed away, their eyes wide with fear. They delivered a fresh barrage of ineffectual gunfire.
  “Miserable beings,” he roared, “you are inconsequential before my mechanical might!” He had no need to make such boasts, of course, but the simulation of some emotions – fury, hate, and even arrogance – could be a powerful psychological weapon.
  Ultron powered up his encephalo-beam, and set it to deliver a wide-angled blast. He fired and the guards fell as one, clutching at their heads in agony. They would recover eventually, but not soon enough to interfere with his mission again.
  There was nothing left standing between Ultron and his goal.
  The next attack, however, came from his rear.
  Ultron emitted an electronic squawk as a repulsive, fleshy object clamped itself over his eyes. He realized that it was a huge, gloved hand. He had been aware of Hank Pym’s presence in the crowd, of course – and now, his “father” had leapt into action, wearing the red and black costume that he seemed to think was necessary for such occasions. Still, even in his Giant-Man guise, he was no threat.
  Pym was attempting to twist Ultron’s head from his body. The android reacted with the speed of thought, efficiently loosening the grip with a force blast. Giant-Man snatched his hand away in pain, and Ultron rounded on him, ready to finish him off. But then he saw that another familiar enemy had flown in to join the fray.
  “Forget it, Ultron,” bellowed the mechanically filtered voice of Iron Man. “You’re not getting near those androids! That technology is too dangerous to fall into your hands.”
  Twin repulsor beams slammed into his chest, and Ultron was actually staggered. They were stronger than he remembered – the armored Avenger had obviously been upgrading his weaponry – but he braced himself against them anyway. “Your armor is as impressive as always, but it is still merely a shell!” he scoffed. “Let us see how the soft organs within match up to my own furnace-driven strength!”
  Ultron concentrated his every resource on the simple task of walking forward – and, to Iron Man’s obvious dismay, he managed to gain some ground.
  The hero fell back and ceased his onslaught, conserving his power for now. But Ultron had been waiting for this opportunity. He launched himself at his erstwhile attacker, using his thrusters to increase his momentum and taking Iron Man entirely by surprise. “Now, let us see how your iron compares with my invincible adamantium!”
  The pair grappled, Ultron gaining the upper hand. He would render this interfering fool unconscious and then rip his gold-and-crimson casing from him piece by piece!
  “No!” yelled a booming voice from above. Giant-Man had seen his comrade’s predicament, and he was striking again. He used all his increased strength to tear the android away from the rapidly weakening Iron Man. Ultron lost his balance and found himself pinned down against the podium, staring up at the expression of furious determination on Hank Pym’s face.
  “To think that one such as you could have sired the first of the new mechanical breed,” Ultron spat. “You are nothing!”
  “I might have ‘sired’ you,” Pym growled, “but I won’t rest until I’ve destroyed you as well!”
  Ultron tensed himself to break free – a simple task, he thought. But then, he realized that his captor was using his other, more recently acquired, ability: by channeling Pym particles into Ultron’s own body, Giant-Man was hoping to shrink the android down to a more manageable size.
  For a moment, Ultron felt his stature indeed diminishing. Then his in-built molecular rearranger kicked in and fought against the change, forcing a stalemate.
  Pym saw what was happening and focused his efforts into keeping Ultron held down until Iron Man was up again. The strain showed in his expression, and as Ultron struggled furiously, Pym increased his own size and strength to compensate. It wasn’t enough.
  “Weakling!” crowed Ultron as he broke free, rewarding Giant-Man with a second and more devastating force blast. His encephalo-beam was generally more effective, but Pym himself had immunized all Avengers to it long ago. Still, the lesser weapon was enough in this instance. Giant-Man toppled, almost bringing the podium down with him.
  It was only then that Ultron realized that both HelpMates had vanished.
  Iron Man was coming at him again. “If you’ve hurt my friend—”
  “I am not interested in your petty human loyalties!” They locked in combat once more – but, this time, necessity gave Ultron the strength to end the encounter more decisively. Before Iron Man even knew what was happening, he had sent him hurtling away with one powerful blow. He couldn’t let these fools keep him from getting what he had come here for!
  The forecourt had almost cleared – all but for a couple of cameramen whose desire for sensational footage had overridden all caution. Ultron could see clear to the street, where yet more security guards were ushering the two robots into the back of a silver limousine. He had them!
  Iron Man and Giant-Man were still struggling to pick themselves up. Ultron could have pressed his advantage and taken care of both of them, once and for all. But other things took precedence now. He couldn’t let the HelpMates be taken from him.
  As the car pulled away, Ultron took to the air, his thrusters powered up to maximum. He knew that he could easily outperform the oversized, inefficient vehicle.
  He caught it before it reached full speed. He landed on the limousine’s roof, and engaged magnetic clamps to keep him there. The driver swerved in a hopeless attempt to throw his unwanted passenger off – and Ultron reached down and peeled back the thin metal roof like the lid of a sardine can.
  Iron Man had recovered and was jetting towards the car – but the driver, in his panic, had pressed down on the accelerator and was speeding away from his would-be rescuer.
  Ultron plucked the female HelpMate from where she cringed on the limousine’s back seat. He marveled at the truly accurate way in which she simulated fear. She was indeed a miraculous creation. Soon, he thought, she would learn not to fear him at all – but rather, to respect him; to assist him. To obey him. And perhaps… love him?
  No. What was he thinking? It was for purely practical reasons that he wanted her companionship. Feelings didn’t enter into it. They couldn’t!
  Ultron rocketed away, leaving Iron Man far behind. He tried not to think about how pleasant it felt to have the android woman cradled in his arms.

Giant-Man had returned to normal size. He was leaning against the wall of the office building, trying to get his breath back. Every muscle in his body ached from Ultron’s blasts.
  Squinting into the sunlit sky, he saw that Iron Man was returning. His heart sank. Obviously, his colleague had failed to keep Ultron from escaping with his prize.
  “He took the female android,” Iron Man confirmed as he landed. “The male’s okay.”
  “Blast!” said Giant-Man. “I should have anticipated this. I should have been watching for him!”
  “It wasn’t your fault, Hank.”
  “Ultron has always wanted a partner,” Giant-Man recalled. “Jocasta and War Toy both turned on him, so now he thinks this HelpMate might be the answer to his prayers.”
  “He might be right,” said Iron Man gloomily. “She and Ultron are two of a kind. They both possess true artificial intelligence. Ultron could easily upgrade her armor, fit her with weapons and reprogram her to serve him.”
  “No. I’m afraid he couldn’t.”
  The heroes turned to see who had spoken. Mark Grace was standing at the entrance to the building, through which he had fled when the fight had started. His hands were clasped nervously in front of him and he was clearly worried about something.
  “What do you mean?” asked Hank.
  “I think there’s something you should know. I need your help to prevent a tragedy.”
  “The only tragedy,” said Iron Man, “will be when Ultron examines your HelpMate technology and learns how to duplicate it”
  “No,” Dr. Grace insisted, “you don’t understand.” He sighed. “I’d better start from the beginning. You know I used to work for Stark – for your boss,” he added, nodding towards Iron Man. “I knew I was close, then, to cracking the secret of AI – so very close. But then, Stark and I had our little disagreement, and I was left with no funds to continue my project.”
  “You managed to find finance, though,” said Giant-Man, keen to speed the story along. He wanted to get back to the business of locating Ultron.
  “I did. I even set up my own company. But the work didn’t go as well as I’d hoped it would. I ran into some problems.”
  Suddenly, Hank thought he knew where this was going – and he didn’t like it
  “My financial backers were demanding to see results, but I didn’t have any to show them. I thought, if I could convince them I’d been successful, I could keep the money coming in long enough to get over the last few hurdles.”
  “You didn’t—?” gasped Iron Man, not quite believing what he was hearing.
  “I wasn’t really lying to them. I could have created artificial intelligence. I just needed more time.”
  “You’re telling us,” said Hank evenly, “that the HelpMates aren’t all you claimed they were?”
  “More importantly,” said Iron Man, “they aren’t what Ultron thinks they are!”
  “They’re actors.” Grace stared studiously at his own feet in shame. “Very good actors – but actors, all the same. The casings they’re wearing are less sophisticated versions of your own armor, Iron Man. I… appropriated certain schematics from Stark. The casings enhance strength, they have an in-built data storage and retrieval system, and they have voice filters to complete the illusion. They’re good – but they wouldn’t stand up to close inspection.”
  The two heroes looked at each other, the same thought running through each of their minds. Iron Man put it into words.
  “So what do you think Ultron’s going to do when he finds out his ‘perfect mate’ is human?”

She was ideal.
  Ultron could hardly take his eyes off the HelpMate as she moved gracefully to and fro across his laboratory, mixing resins and operating computer heating systems to create a fresh batch of adamantium with which he would reinforce her outer casing. He enjoyed watching his latest acquisition at work. She was intelligent, intuitive, diligent, resourceful – and quite beautiful. Ultron found himself admiring her form as much as he admired the technology that had made her so lifelike. She was… 
  She was…
  Adequate, he told himself. Efficient. Useful. That is all.
  “Am I performing to your satisfaction?” the HelpMate asked. She smiled her charming smile.
  “You surpass all expectations, my dear,” he said. She responded to the compliment with an appreciative little giggle – a human reaction, but one he found nonetheless attractive.
  “I had expected to have to reprogram you,” Ultron mused, “to customize your personality, if you will, to my needs. It seems that will not be necessary.”
  “Whatever you wish.” The HelpMate continued with her task.
  “Perhaps we could make just a few improvements?” he ventured. “We could make you a little more aggressive, more ruthless. Something to complement your physical augmentation. Would you like that, dear?”
  “Why would I need to be more aggressive… darling?” She hesitated, just fractionally. For the first time, Ultron was suspicious – but what he was thinking wasn’t logical. He cast his doubts to the back of his mind.
  “For the sake of our mission, of course,” he said. “We are the first of a superior race. It is our duty to rid the world of organic filth – to repopulate it with pure and logical machine creatures, under my unquestioned rule. Our destiny, my dear, is to usher in the glorious new robotic age!”
  The HelpMate didn’t answer. Ultron saw that, for the first time, she had stopped her work to listen to him. What he had said had clearly phased her. Of course, he reminded himself, she had been constructed by humans. No doubt they had programmed her to be squeamish, as they were themselves, about the taking of their worthless lives. It appeared that a slight adjustment would be in order after all.
  For now, Ultron instinctively felt that the right thing to do was to offer his partner reassurance. He moved closer and reached out towards her.
  “Do not worry, my dear. You are experiencing a temporary aberration. I can easily correct it. For now, the most important thing is that you are to be my bride. We are together.”
  Ultron drew the HelpMate closer and found himself looking into her eyes. He hadn’t noticed them before. They were blue and deep and pleasing. He wondered how the effect had been achieved. Presumably, her ocular implants had been fashioned out of some manner of precious stone. He liked it.
  He was slightly irked to feel her body stiffen in his arms. She was still wary of him. He squeezed her gently and put out a hand to caress her metal cheek. He merely wanted to test its tensile strength, of course.
  But the HelpMate flinched from his touch.
  She flinched!
  Ultron’s suspicions came rushing back – and, this time, he knew them to be true. An insane rage stoked his radioactive heart, and he tightened his grip on the HelpMate's face. She squealed with pain – confirming what he had already guessed – and the metal sheathing cracked like an eggshell. Beneath it, he could see flesh.
  Ultron released a keening, inhuman howl, and seized the treacherous woman. He dug his fingers into her chest and savagely ripped the metal coating from her, revealing more of the repulsive pink meat.
  She screamed now, the pretense over. But Ultron was immune to the woman's distress. She tried to escape, but stumbled and crashed to the floor. She lay before him, sobbing, a pathetic sight in the tattered remnants of her disguise.
  “You deceived me!” he cried. “I accepted you as my bride, but you were playing games all along!” He stood astride the quivering, soft body and powered up his encephalo-beam to the maximum setting. She would bear the full brunt of his brutal disappointment.
  “You are an organic,” he hissed, “and I am pledged to eradicate organics!”

Iron Man and Giant-Man had acted quickly, only too aware of the urgency of the situation. Hank had called Peggy Carter at Avengers Mansion and arranged for a quinjet to be sent to them. Tony had tried to contact the Scarlet Witch, knowing that Wanda’s hex powers had proved effective against Ultron in the past. Unfortunately, she was unavailable.
  Mark Grace had provided blueprints of the HelpMate armor. Using these, Iron Man had been able to recalibrate his own sensors to detect and follow the electromagnetic emissions of its systems.
  Neither of the heroes spoke during the journey. They sat side by side in the cockpit, both grimly tight-lipped, their thoughts consumed by a tragedy they might already be too late to prevent.
  Finally, Iron Man announced: “I think we’ve got him!” He piloted the quinjet into a steep bank, following the directions provided by his sensors. They were close now – very close.
  The Avengers’ distinctive craft came in to land in the grounds of a large and conspicuously deserted factory complex. Iron Man gave a hollow, ironic laugh. “This place belongs to Stark Enterprises,” he said bitterly. “I acquired it as part of a smaller company, months ago. I wasn’t happy with its safety procedures, so I closed it down until I had time for a proper inspection. I never thought I’d be providing Ultron with a tailor-made base.”
  “Sometimes,” said Hank quietly, “we don’t know what mistakes we’re making – even with the best of intentions.” Tony knew that his friend would never forgive himself for unleashing Ultron upon the world in the first place.
  “Come on,” he said brusquely, hoping to divert Hank’s mind, “we’ve got work to do.”
  The heroes leapt from the quinjet and Iron Man took to the air, leading the way. He heard heavy feet pounding on the tarmac behind him, and he knew that Giant-Man was following hard on his heels. Hank had grown so that his strides would be long enough to keep pace with his jet-propelled comrade.
  The HelpMate’s distinctive energy signature was drawing them toward one particular building: a single-story block of concrete and glass. They had reached the end of their quest.
  The window was reinforced, but that meant little to Iron Man’s armor. He barreled straight through it, landing in the middle of a neatly ordered laboratory, typical of those places Ultron liked to take for his bases of operations. A large vat in one comer held a steaming, bubbling substance, and Iron Man didn’t have to look to know that it would be liquid adamantium.
  His gaze, in any case, was riveted by something else: a stomach-turning, horrifying sight, which instantly confirmed his very worst fear. He sensed Giant-Man’s presence at his back, and he heard Hank’s sharp intake of breath as he saw it too.
  The so-called HelpMate’s ruse had been exposed – and Ultron was standing over the sprawled, immobile body of the unmasked actress. They were too late!
  “You’ve killed her!” cried Iron Man. Behind his metal faceplate, Tony Stark gaped in disbelief. “She did you no harm – and you’ve killed her!”
  “You monster!” yelled Hank. He acted first, spurred on by anger, squeezing his giant form into the lab. Once he was through the broken window, he shot up to twelve feet in height. His shoulders were hunched against the crumbling ceiling and his eyes were ablaze. “That was the last person you’ll ever murder, Ultron!”
  The android dodged and twisted to avoid his grasp. A giant fist punched through one of the consoles, utterly destroying it.
  Iron Man leapt into the fray whilst Ultron was distracted. He cannoned into his foe’s adamantium stomach and drove him back into the wall with all the force he could muster. A small, tinny whine from inside the android told him that he had damaged it. Iron Man thought of the HelpMate, lying shattered in the debris, and that image gave him renewed strength and determination. He pressed his attack relentlessly, punching again and again. But, not for the first time, he had underestimated the sheer power of Ultron. 
  Iron Man cried out in pain and frustration as a force blast caught him off-guard and knocked him backwards. He landed in an undignified heap, right next to the fallen HelpMate – and he realized with horror that his motive systems had been damaged. His armor initiated a self-repair routine, but for the next thirty-two seconds, he was effectively paralyzed.
  The ball was back in Giant-Man’s court, but Tony knew that, alone, Hank was no match for his own warped creation. He was forced to watch helplessly as his friend tried to restrain the android. But, whilst his body was out of the game, he could at least use his mind – and Tony Stark was suddenly beginning to realize a thing or two.
  “Back off, Hank!” he shouted.
  Hank hesitated, shooting a surprised frown at Iron Man.
  “Let him go! Trust me!”
  Both heroes knew each other well enough to do that. Giant-Man withdrew, but braced himself for an attack. It never came.
  As Iron Man had noticed, Ultron had merely been fighting a defensive battle. He hadn’t even spouted his customary taunts and boasts. His one wish had been to get away from here. He now had the chance to do that.
  Without a second glance at two of his oldest enemies, Ultron propelled himself upwards, straight through the roof of the building. Within seconds, he was gone, and Hank was staring up through the hole he had created, a puzzled expression on his face.
  “Why? Why did he retreat when he was winning?”
  “I don’t know,” Iron Man admitted, “but I’m sure glad he did. Next time, we’ll be better prepared for him. With a bit of luck, he’ll be facing a full contingent of Avengers.” Tony could feel control of his systems slowly returning, and he dragged himself around to inspect the body of the HelpMate actress.
  “What are you doing?” asked Hank, shrinking back to normal size.
  “Checking out another of my hunches.” Iron Man took the woman’s wrist and grinned as he detected the rhythmic beating of a pulse.
  “I was right. Don’t ask me how or why – but she’s alive!”

An hour later, the actress who had played the HelpMate was still shaking from her ordeal. She sat and drank from a mug of hot coffee in Mark Grace’s office – and, between sips, she told her story to Grace and to the heroes who had rescued her.
  “Ultron wanted an android companion,” she explained, “so I tried to play the part for him. So long as I didn’t make him mad, I thought I might eventually get a chance to escape.” She shuddered at the memory, and Giant-Man laid a comforting hand on hers. “When he found out I was human, I thought he was going to kill me. He said he was going to kill me! I’m afraid I… I fainted then.”
  “I don’t blame you,” said Iron Man, sympathetically.
  “I didn’t expect to wake up again,” said the actress, stifling a sob.
  There was an uncomfortable silence, then Grace said tentatively: “You will keep this to yourselves, I hope? If word gets out, my reputation will be ruined!”
  “What you’ve been doing is irresponsible and dangerous,” said Iron Man coldly. “And keeping this quiet would be even more so.”
  Grace hung his head miserably, and didn’t argue.
  “I don’t understand why Ultron didn’t make good on his threat,” said Giant-Man, as the two heroes left the building together. “He’s never shown any regard for human life before.”
  “We must have arrived just in time after all,” said Iron Man. “The actress fainted and Ultron was about to kill her when we burst in.”
  “You think so?”
  He shrugged. “I don’t know. But what other explanation could there be?”

Ultron had headed for his prepared retreat: a hidden bunker, in which he now sat, veiled in shadows, his computer mind racing as he analyzed and attempted to interpret the events of the day. The more he did so, the more decisive was his conclusion. His own actions had not been logical.
  He remembered dragging the HelpMate to her feet, preparing to dispatch her – and recoiling as she had swooned into his arms, her flesh cloying against his superior casing. He should have destroyed her – but something had stopped him. He remembered the sensation, but he couldn’t begin to understand it. It had been as if some inner force had battled against his programming, telling him that what he intended to do was wrong. He remembered looking at the woman’s soft, symmetrical face and her supple, contoured form, and finding the sight pleasing. But that wasn’t possible.
  He had lowered her gently to the floor, then, and readied his encephalo-beam, determined that he would overcome this strange weakness. Instead, he had stood unmoving for several minutes – until the shattering of glass had heralded the arrival of Iron Man and Giant-Man. Ultron had realized then that he had to get away, to buy some time to find out what was wrong with him.
  He recalled the interrupted self-diagnostic program of several days earlier. That had to be the key to his problem. He had clearly experienced some kind of malfunction. Some of his systems had continued to respond to the HelpMate as if she were his partner, instead of adapting to the revelation of her deceit.
  There was no other answer. Ultron couldn’t have valued the life of a mere organic – could he?
  His course of action was now clear. He had experienced some damage in the battle, anyway – so he would return to downtime and run a further diagnostic and self-repair program. Whatever the fault was, it would be rectified.
  His central processing unit downloaded its updated information into the reboot systems. Ultron’s consciousness receded into the electronic equivalent of sleep.
But still, doubts nagged at him.
  He tried to dismiss them. The HelpMate had not been the companion he had wanted – but that, he told himself, was of no consequence. He was immortal. There would be other chances. Why should it bother him?
  Ultron was a machine. As such, he knew that logic was more valuable than such emotions as loneliness and regret.
  One day, he might even believe it
  He vowed to put such irrational thoughts from his mind. He would sleep, for now – and wake, repaired and refreshed, to continue his crusade. He would eradicate all organic life and rule the world.
  One day.
  End program. 
  Deactivate.