Steve guided his sister to the room filled with the Avengers suits. Why he was bringing Mary here, she didn't know. She didn't have a suit for combat, all she had was her lab coat and her normal clothing. She never expected in her wildest dreams that Steve and Tony in the past months had worked together to create Mary a suit for combat. It was similar to her uniform back in the second world war. But it was newer, more colorful in the colors of red, blue and silver. A combination of her brother and husband's colors. It was stunning in her eyes, the way it was baggy slightly in the deep blue pants to let her legs breathe, that also had shielded pockets for her equipment; the combat boots similar to the ones she wore in the second world war, they were a deep brown that laces up to her mid calf with a slight heel. Her shirt was built similar to Steve's how it had padding for protection, it was red with silver lining all along the seems. And what caught her eye was the left arm of her shirt. Silver with a red star on the shoulder. Identical to her husband's metal arm that he was given to by Hydra. She also had a gold bracelet and earpiece. Curtesy of her godson. She knew that he had developed things that would work for her in the field, the bracelet turning into a repulser and the earpiece connected to the team and would be able to turn into a eye shield to scan her patients and the surrounding areas of threats.

"You were called the Angel of the Battle Field." Steve says, breaking the silence, "I remember the Commandos naming you that after you had saved nearly half of them from infections from their wounds that would have killed them." He says as he opens up the glass wall keeping them from her new uniform.

Mary smiles softly, still in awe of her uniform, "Maybe that should be my name then? Angel." She mutters quietly as she begins to take her uniform down, holding it up to her chest.

Steve nods slightly, "I think so too. I know Buck would agree. He always saw you as his saving grace." He replies, "Battle Angel perhaps?" He offers a suggestion, smiling softly as he takes the earpiece and bracelet off their holder.

Mary thinks, "I want something short, that way my patients don't have to use a lot of their muscles to say my name if they can't speak." She says, "So what do you think is a good name for me aside from Angel?" She asks, seeing Tony walk up to them, smiling at the siblings.

"How about Doc?" Tony suggests, "Short, straight to the point, and it's something we already call you."

Mary smiles, "I like that, but a lot of people call themselves that. I want it to be unique."

Steve smiles, nodding, glancing at Tony, "Starlight." He says after a while of all three of them thinking as Mary goes to change into her uniform.

"Starlight? Kind of like Like Steph's nickname for me?" Mary questions from behind the panel.

"Yeah, he said he derived it from the latin translation of your name, Star of the sea. Why not Starlight. The light that fills the room, makes everything better, brighter. Lifts our hopes." Steve states, smiling, "That, and you and Buck always would count the stars." He reminds her.

Mary steps out, smiling softly at her brother, "I like it." She states as she braids her hair quickly. She stands in front of her two boys, smoothing out her pants, "Well? What do you think?" She asks.

The two men look at each other with a knowing look, smiling at her, "I think you look stunning in it Mama Ree. You suit it." Tony states, "I also think the world will be lucky to have Starlight on the Avengers." He reassures his godmother.

A smile breaks out onto her face, "You think?" Mary asks curiously as she puts supplies she'll need into her pockets, internally thanking her boys for making them spacious and padded to protect the supplies. "I wont be unnecessary?" She asks.

Steve shakes his head, grabbing her shoulders and making her look at him. Mary looks up and locks her hazel eyes with his own blue ones. They hold nothing but truth when he says, "You are the most necessary, Lizzie."

Mary smiles softly, "Thank you. For everything." She says, looking at both Tony and her brother, "Now let's go save Sokovia, hm?" She states, grabbing a satchel from one of the cabinets, filling it with extra things she may need when she's there.

Mary catches Tony as he goes to another room, her hand on his arm, "I helped with Jarvis, i want to help with the new AI you'll need." She tells him confidently, the feeling she has is unfamiliar, but she remembers how it felt when she had it a long time ago.

Tony looks at her, "You helped make my backups when i was just starting out as the head of the company." He reminisces, smiling softly, "Who should i pick?" He asks as he and Mary walk down to his station.

Mary swipes a chip off the table, handing it to him, "Her." She says, holding out the Friday AI chip, "Because you need more women telling you things in your life." She teases, "If Jarvis wasn't an option, i would've suggested her from the beginning."

Tony sits in the chair, nodding, "I like her too." He agrees as he slips the chip into the system. Mary watches and smiles when Friday appears in the armor.

"Hello, Boss." Friday's voice speaks for the first time, "Hello, Miss Mary." The AI greets the doctor as well.

"Friday, nice to finally hear you." Mary greets back.

"No way we all get through this. If even one tin solider is left standing, we've lost. There's gonna be blood on the floor." Tony tells Bruce, Steve and Mary as they wait for the other people on the team to get their things.

Mary nods, looking down, "Not if i can help it."

Tony nods, "That's why you're with us. To avoid the possibility of casualties."

Steve smirks, "I've got no plan tomorrow night." He quips to his sister and friends.

"I get first crack at the big guy." Tony states, essentially calling dibs on who attacks Ultron first. "Iron Man's the one he's waiting for."

"That's true. He hates you the most." Vision quips out of nowhere as he walks past the four people. Drawing looks from the godson and chuckles from the other two men. He nods at Mary with a small smile, "Everyone is necessary for this to work." He reminds her as they walk towards a corner to speak semi-privately.

Mary nods, "I know that now. It took awhile to see that, but.." She trails off as she looks over at her brother and godson, "They helped me see that even i can be useful again." She states with the confidence she had been lacking for a long time. She looks up at Vision, smiling softly, "I'm not out of commission yet."

"Ultron knows we're coming." Mary hears her brother start to speak, rallying the team has something he's always been good at. She and vision walk on board the quinjet. Mary stands beside her brother, smiling up at him as she puts her earpiece in her ear. "Odds are we'll be riding into heavy fire. And that's what we signed up for." He continues, taking his sisters hand into his own, squeezing it. As the quinjet takes off. He looks at the team, "But the people of Sokovia, they didn't. So our priority is getting them out." The plane lands in Sokovia and the team breaks apart to get the people out of their homes and work places. "All they want to do is lives in peace. But that's not gonna happen today." Steve's speech rings in Mary's ear as she goes with Pietro to get people out of their homes. "But we can do our best to protect them. And we can get the job done. We find out what Ultron's building, we find Romanoff, and clear the field. Keep the fight between us." Steve states, looking up from his sister, glancing at the team, "Ultron thinks we're monsters. That we're what's wrong with the world. This isn't just about beating him. It's about whether he's right." He finishes, glancing at Tony when he's done.

"We protect our own." Tony adds, "And those who can't protect themselves."

Mary is now ushering traffic with her brother while Friday can be heard in her ear. Having a direct link helping her know what her godson is doing helps ease her worry. She glances at Steve, "You think Becca is watching this on the tv?" She asks curiously as she continues to help usher the cars.

Steve waves his hand to help other cars see where to go, he glances back at his sister, smiling softly, "Probably." He says, "Think she's scared for us?"

"Most definitely." Mary answers, "She has no idea i'm on the battle field." She reminds him, looking around her surrounding for Ultron's minion bots.

"Then she's in for a big surprise." Steve states, as Ultron bots fly up from the ground, Steve dives for his sister, his shield protecting her as a bot shoots at them, "You know your mission, Lizzie. Go help these people only you know how to." He states as he moves the shield away, backhanding the bot with his shield.

Mary ducks behind a piece of debris as she catches her breath, looking round for a safe way to go. Bots flying everywhere, she sees a woman holding her head in the distance. The doctor knows what to do and rushes past the cars, over to the woman. She pulls out a cloth to the woman's head, trying to stop the bleeding. "You're going to be okay." She says in attempt to reassure the woman as she helps the woman duck behind debris with her as bots fly in their direction. Mary gasps as the ground begins to shake. She motions for the woman to hold the cloth against her head as she presses her earpiece, "What's going on?" She asks anyone on the team but she doesn't get a reply.

She aides the woman and other people to move out of the way of the ground breaking apart, "Move!" She yells to the people, trying to get them out of the way of the ground. "Run!" She screams, seeing the ground break completely apart from itself. Mary stumbles slightly, but enough to lose her balance. Her hazel eyes widen as she begins to fall backwards into the hole where the ground ripped apart. As she falls, she feels a pair of arms wrap around her body and move her to solid ground.

She steadies herself on the ground, looking behind her to see who saved her, seeing Pietro. The boy she met when the Avengers infiltrated the last Hydra base. "Th-Thank you." She states out of breath.

Pietro nods, smiling softly, "You remind me of my own mother before my sister and i lost her." He states as he helps usher people safer away from the edge, "I don't want to lose anyone else." He tells the doctor.

"I feel the same after losing so many people in my own life." Mary states as she looks around, "Can someone answer me? What the hell is going on?" She asks into her earpiece once more. Glancing at Pietro as she hears her godson.

"Friday." Tony speaks

"Sokovia's going for a ride." The AI mutters in disbelief.

Mary looks around, her eyes landing on Pietro, "This is your home.." She mutters. Not knowing what to do if they can't get the people off the floating rock.

Pietro shakes his head, "It may have been at one point. But it stopped being my home when Wanda and I lost our parents." He says, looking at her, "Should we go find the Captain?"

Mary starts to say something when Ultron's voice cuts her off, "Do you see? The beauty of it? The inevitability of it. You rise, only to fall." He says loudly through his bots so all of Sokovia can hear him, "You, Avengers, you are my meteor. My swift and terrible sword. And the earth will crack with the weight of your failure. Purge me from your computers, turn my own flesh against me. It means nothing. When the dust settles, the only thing living in this world will be metal."

"Mama Ree, you safe?" Mary hears Tony ask over the coms as Pietro lifts her into his arms and speeds off.

"Yep. Totally." She sputters, shielding herself with her arms as Pietro barrels through bots quickly as he makes his way to where Steve is. The speedster sets her down at the bridge, mock saluting her then speeding off.

Steve looks over, rushing towards Mary, "We need a new-" Her brother is cut off by a bot who barrels into him, sending the captain flying into a car.

"Cap, you got incoming." The siblings hear Tony warn him.

Steve grunts as mary jogs over to where he is, forcing himself onto his elbows, "Incoming already came in." He grumbles back to Tony. Mary looks Steve over before pulling him off the car.

"T, you worry about bringing the city back down safely." Mary tells her godson as the two hear screaming as glass shattering in a distance.

"The rest of us have one job, tear these things apart. You get hurt, hurt them back. You get killed, walk it off." Steve adds.

"You know, i don't think adding that last part was necessary, Stevie." Mary states as Steve lifts her onto his back like he used to do back during the War. The older brother runs to the people on the bridge as a piece of the bridge begins to collapse with cars on it. He drops his sister safely and she goes to help people get out of the cars.

As the brother races to get a woman out of a falling car, Mary uses her bracelet and blasts away at the door handle to the car, opening it finally and helping the man out of the car and his children.

Mary watches as Steve catches the falling car by the bumper, but it detaches from the car and the woman in the car begins to fall. Mary's eyes widen as Steve fights off some bots. Mary uses her repulser and shoots away some more as Steve launches him self to the lower part of the bridge, somehow catching the woman from the car that had previously fallen off the bridge. Mary rushes over, her earpiece converting to her eye shades, as Steve pulls the two of them up to the ground. When Steve and the woman are on the ground, Mary begins looking the woman over for any injuries as she speaks to her brother, "How?"

"Thor." Steve simply replies, breathing heavily in the process.

"You can't save them all." Ultron speaks through the bot coming up behind Mary, she and Steve simultaneously dismantle the bot with the shield and repulser. Another bot appears, continuing to speak.

"You'll never-" Steve uses his suit's magnetic pull to bring his shield back that's lodged into the bot that's speaking, Mary blasts the off the shield.

"Never what? You didn't finish!" Steve yells out to the bot as Thor lets down a car with a man inside, he walks beside the siblings as Steve looks up at his friend, "What, were you napping?" He asks the god.

Steve and Thor see multiple bots in one area, they both look at Mary, "Get hidden and help those you can." Steve instructs her as he and Thor begin to fight the bots. Mary's eyes widen as Steve kicks his shield up into the air and Thor hits it like a baseball bat hitting a baseball, sending it soaring through multiple bots at once.

Thor spirals up into the air and dismantles many bots as Mary begins to make her way to people huddling for safety, she looks over just in time to see Ultron fly in and grab Thor by the throat, flying off with the Norse god.

Mary blasts two bots that come up to her as Steve uses his shield and gets the others, "We're all clear over here." She hears Clint speak.

"We are not clear! We are very not clear!" Steve yells out in reply.

"Alright, we're coming to you." Clint replies back.

Time goes on as Mary and Steve usher people into a stable building, "The next wave is gonna hit any minute." Mary says to her brother.

"What do you got, Stark?" Steve asks into his com.

"Huh? Nothing great. Maybe a way to blow up the city. That'll keep it from impacting the surface if you guys can get clear."

"We asked for a solution not an escape plan, T. We're not risking the lives of the people of Sokovia." Mary inputs.

"Impact radius is getting bigger every second, we're gonna have to make a choice." Tony reminds them solemnly, "I'm sorry, Mama Ree." He adds, Mary can hear the sadness in his voice.

"I- I know you are, T." The godmother answers, her eyes scanning the surrounding area.

"Cap, these people are going nowhere." Nat speaks up, walking beside them, causing Mary's heart to swell, knowing that her friend and sister is safe. "If Stark finds a way to blow this rock-"

"Not till everyone's safe." Steve cuts her off.

Natasha looks at her friend with confusion, "Everyone up here versus everyone down there? There's no math here."

"I'm not leaving this rock with one civilian on it." Steve states, taking Mary's hand into his own for assurance.

"We have to save the people here and down there. It can't be one or the other, Nat." Mary says, agreeing with her brother as the three of them look out into the sky.

"I didn't say we should leave." Natasha replies, nodding slightly at her friends, "There's worse ways to go. Where else am i gonna get a view like this?" She states.

"Glad you like the view, Romanoff. It's about to get better." A voice Mary knows extremely well pipes into their coms. Mary feels unbridled happiness when she sees the Helicarrier, tears well in her eyes as she looks it over, her hand goes to cover her mouth as Steve wraps his arm around his sister tightly.

"Nick. Why didn't you tell me about this?" Mary asks as tears slip from her eyes in happiness.

"Why didn't you tell me about you officially joining the team?" Fury quips back at his old friend. Smirking he says, "Nice right? Pulled her out of the mothballs with a couple of old friends. She's dusty, but she'll do."

Steve smiles as he shakes his head, "Fury, you son of a-"

"Steven!"

"Ooh, you kiss your mother with that mouth?" Fury adds, chuckling at Mary's reaction. "So what do i call you now, besides boss." He asks Mary.

"Starlight, i go by Starlight." She answers bashfully. Her eyes graze over, watching Pietro's expression.

"This is SHIELD?" The boy asks.

Mary grins, "This is what i intended SHIELD to be." She answers, "From the beginning."

Pietro smiles at Mary, "This is not so bad." He says with chuckle as the airlifts come to the floating city.

"Let's load them up." Steve says with a heart renewed as he jogs into the building, beginning to get people onto the airlifts.

Mary hears conversing on another end of the coms as she hears Rhodey's voice, "Rhodes!" She gasps, grinning.

"Hey, Mama Ree." The Colonel greets, "Now this is gonna be a good story."

"Yup. If you live to tell it." Mary hears Tony join in.

"You think i can't hold my own?" Rhodey scoffs.

"We get through this, i'll hold your own."

"You had to make it weird." Rhodey groans as he and Tony demolish the bots in the air that are trying to surround the Helicarrier.

"When doesn't he, Rhodey?" Mary quips as she ushers people onto an airlift. She instructs the man on the airlift about more people coming as she rushes off to gather more people.

Time goes on and Mary hears commotion from Fury's line, "Nick?!" She exclaims.

"We're good, Mary. Had a bogie but we took care of it." Nick confirms, easing the worry in the Mother's heart

As Tony flies through the air he speaks through the com, "I got it! Create a heat seal. I could- I could supercharge the spire from below."

"Running numbers!" Friday answers quickly, "A heat seal could work with enough power."

"Thor! I have a plan." Tony states.

"We are out of time. They're coming for the core." Thor replies.

"Rhodey, get the rest of the people on board that carrier." Tony states quickly, then says, "Avengers, time to work for a living."

Steve places Mary onto his back, "To the chapel." She says, and he nods, running off to the chapel to help their teammates defend the core from Ultron and his bots. Mary holds tightly onto Steve as she uses her repulser to shoot some of the bots heading towards her and her brother.

Tony flies ahead of them, chuckling, "You're good with the repulser, Mama Ree." He says, smiling that his invention was able to aide his godmother.

"I've had good aim since World War two, T." Mary states, "You just haven't seen it." She teases with a small smile on her face

"Glad we're all here together then." Tony replies as he blasts away more bots, "Should i just make you your own suit, Mama Ree?" He asks legitimately as he watches her use the repulser on her hand against the bots coming her way.

Mary chuckles as she uses her brother's shield to deflect some of the bots, "You could talk me into that." She quips.

The bots stop coming, giving the team time to catch their breaths. Mary places her hands on her knees, catching her breath. She feels a pat on her back as she looks up, seeing Pietro and Wanda, smiling softly at the twins, "You know, you'd like my daughter. You're just a few years older than her." She says.

Pietro smiles, but Wanda doesn't, "I hurt her, your daughter. I saw what was in her mind. It was horrors i'd never witnessed before." She says quietly, clearly ashamed of it, "I saw what was in your mind as well.."

Mary sighs, leaning against the wall, "I know you did. But that was Ultron's influence. Right?"

"Yes.."

"So then that wasn't you." Mary states, "I've seen mind control first hand with my husband. It doesn't always come from a machine. Controlling someone's mind can also come from words."

Wanda smiles softly, wrapping her arms around Mary, "Thank you." She whispers. Mary returns the gesture whole heartedly.

"Romanoff? You and Banner better not be playing hide the zucchini." Tony quips.

"Relax, shellhead. Not all of us can fly." Natasha quips back, she exits a truck and joins the group, looking at Tony she asks, "What's the drill?" She asks.

Tony gestures to the core, "This is the drill. If Ultron gets a hand on the core, we lose." He says, the mother watching Hulk enter the chapel as he tears apart two bots like they were nothing.

Mary looks up when her brother does, seeing Ultron in the sky. She looks over at Thor when he screams, "Is that the best you could do?!" The god clearly ready for another fight.

Ultron raises his hand without a word and hundreds of bots come crawling, running and flying from anywhere and everywhere, Mary and Steve look at Thor from both sides of the Norse god, clearly pissed with him, "You had to ask." The siblings ask in unison, their tiredness shown in their voices.

"This, is the best i can do." Ultron replies to Thor's question, "This is exactly what i wanted. All of you against all of me. How could you possibly hope to stop me?"

"Well, like my Mother said. Together." Tony says, shocking Mary when her godson doesn't say godmother, but rather his mother. "Mom get some cover." He instructs Mary, jolting her out of her head, nodding as she ducks behind some fallen pieces of the church, using her repulser when she can as her family, the team she helped create, blast away bot after bot.

Hulk roars as Wanda uses her powers to tear them apart, Steve flips in the air and lands shield first on a bot, Pietro speeds himself through multiple bots at once, Natasha using her widow bites from her bracelets stuns them then leaves them for Hulk to smash. Vision uses the Mind Stone to blast at Ultron, Thor and Tony use their lightning and repulsers to enhance the strength against Ultron. Mary notices that Ultron isn't going down as easily with the three of them so she jumps out from behind the debris, rushing to her son's side. Using her own repulser to up the power against Ultron. The four of them watch as his metal body begins to melt. The four lower their strike on the bot, but not lowering their guard. Mary breathes heavily as she looks at Tony, smiling softly.

"You know, with the benefit of hindsight-" Ultron starts but Hulk punches him across the city, he then turns towards the remaining Ultron bots. Growling at them as they run away. He chases after them.

"They're trying to leave the city." Mary says.

"Can't let that happen." Tony says, "Rhodey, it's on you." He tells his best friend.

Mary walks back inside, walking up to her brother, seeing him talking with Clint,
"We gotta get out. Even I can tell that the air is getting thin. You guys get to the boats, i'll sweep for stragglers. Be right behind you."

"What about the core?" Clint asks.

Wanda steps up in front of the core, "I'll protect it. It's my job." She states confidently, nodding at Clint, then smiling softly at Mary.

"Nat, Mary, this way." Clint states, guiding the two women out of the crumbled chapel and into a working car.

Clint drives as Nat sits in the passenger seat and Mary in the backseat, "I know what i need to do. The dining room. If i knock out that east wall, it'd make a nice work space for Laura, huh?" He asks the two women, "Put up some baffling, she can't hear the kids running around. What do you think?"

"You guys always eat in the kitchen anyway." Natasha states.

"No one eats in the dining room." Clint agrees, swerving between abandoned cars and debris.

Mary nods, "Give Laura a space away from the kids would be good. Let her have some time to just be by herself."

"She deserves that." Clint says as he turns off the car. The three hear distant roaring, Clint looks at Nat, "Don't have a lot of time."

Nat nods, looking at the two of them, "So get your asses on a boat." She quips as she climbs out of the car to find Hulk.

Mary and Clint jog to catch up with the carrier. The doctor looks around at the people, seeing some with small cuts and bruises but nothing major which makes her happy. She hears a woman call out for her son. Mary's heart drops instantly, her eyes scanning for the boy named Costel that the mom is calling for, she walks over to the mother, "Where was he?"

"We were in the market. Costel!" The mother calls out for her child. Mary looks around, seeing Clint thinking the same thing as a small head pop up from in between the rubble. Mary takes off before Clint can stop her. Racing towards the boy, Costel, taking the boy into her own arms.

"You're going to be okay, your mom is safe on the carriers." She tells the boy who nods in reply. Mary's eyes widen when she looks up and sees the quinjet firing at where she and Costel is. She looks over at Clint before turning her back to shield the boy as best she can. Tears fall from her eyes as she clutches the boy, waiting for the bullets to hit her.

But they never do.

Mary looks up to see Pietro, his body riddled with bullets, "Pietro!" She screams, lifting Costel out of the pit he was trapped in, she makes sure as she climbs out that the boy makes it to the carrier. Mary races to Pietro, looking at him, "You're so foolish." She grits out, fighting back tears as she assesses his wounds, "How could you."

"I couldn't let you die. Not like my own Mama did." Pietro whispers, his eyes rolling into the back of his head. Mary screams for Clint to help her get Pietro onto the carrier. Steve appears in her line of sight, his blue eyes filled with relief that his sister is okay, but also with dread knowing that Pietro was the one to take the fall.

When they reach the carrier, her mind goes into overdrive, she pulls out a small alcohol bottle, swaps and tweezers from her pockets. Steve steps in front of his sister, guarding her almost as he looks over the last of the city.

"Mary he's-"

"Shut up, Clint!" Mary screams, not listening to anyone as her earpiece converts so she can see each bullet in his body, she slowly but precisely starts to pull the bullets out of his body. "I can save him." She states, her voice barely above a whisper, "Let me save him." she whispers to herself and anyone listening.

Steve's eyes widen as the city begins to fall. He leaps onto the carrier just in time, grunting as he looks up, seeing his sister still working diligently on Pietro. Her hazel eyes never leaving his body.