[Underground]

Zachary taps his suit as the Nanites cover his body to form his suit

Azari leaped from ledge to ledge and climbed up the thick pipes after James.

Hawkeye and a few of the other scavengers as well as Torunn, Thomas, and Pym watched the two males make their way out to the surface.

Pym: "Are you sure you don't want to come? You could shoot arrows at Ultron. It'll be fun! C'mon!"

Hawkeye: "Stay safe, beautiful."

Hawkeye winked at Torunn, causing the blonde-haired girl to blush lightly.

Torunn: "You, too."

She said almost shyly before leaping into the air and flying off after her 'brothers'.

Thomas: [grumbles]

Thomas's eyebrow twitches in jealousy as he jumps up from pipe to pipe.

Pym: "We'll be back for Vision's head," a pixie-Pym told the group, "Take good care of him!"

They all watched until the neon green of Pym's body was nowhere in sight. The scavengers turned to look at Hawkeye.

Hawkeye: "What?" the pale-haired boy asked after a moment. "We have to look after ourselves." He walked off.

Azari, Thomas, and James climbed up a stray wire as Torunn, Zachary, and Pym flew behind them until they reached a small gap.

James carefully made his way out of the crevice and looked out to make sure there was no one and nothing around.

James carefully made his way out of the crevice and looked out to make sure there was no one and nothing around.

James: Top looks clear.

Azari followed him below them. James and Azari and behind them were Zachary, Thomas, Pym, and Torunn. While the boys went on ahead, Torunn hesitated looking both ways of the platform. Not to mention that she was going slower than the rest of the team. Thomas looked back and noticed how slow Torunn was going

Thomas: Torunn, you alright? You're going a little slow.

Torunn: Oh, apologies. I was just looking around

Torunn hovered past Thomas who had a concerned look even under his mask but still followed everyone else.

They all landed on a road of sorts that had a track pattern on it.

James: "The tower. It's heading for the Citadel."

James said, looking at the large structure moving towards them.

James: "C'mon."

They waited until the large metal structure was close enough for them to climb onto. Thomas crawls up the wall, and James climbs up a wire Azari leaps from side to side with Zachary, Torunn, and Pym flying up behind the two.

James: "C'mon," James called quietly, "Hawkeye said the engine's at the top of the tower."

Pym: Race ya!

James: "We're not gonna make it!"

James said as they got closer to the Citadel. Torunn and Zachary sped and Torunn grabbed Azari's wrist in one hand and James' foot in the other. Zachary grabbed Thomas as they flew them up to the top of the tower.

Pym: "Is getting crushed part of the plan?"

Pym asked as they all watched what seemed to be a solid wall get closer and closer.

Pym: "Great! Now what?"

Pym exclaimed as the tower connected to the side of the citadel, trapping them inside.

James: "See what you can do about that door."

James ordered as Azari's tattoos lit up.

Pym flew over to the keypad and began inspecting it. After a few seconds, he called out to the others.

Pym; "Hey! Azari or Tommy can open this."

James: "What?"

James asked as everyone looked baffled.

James: "How do you know?"

Pym: "It's just like the maintenance hatches at home."

Azari: Tommy, it's best that you do it.

Lifting his hand to the keypad, Thomas let loose a tiny trickle of bio-electricity into the lock. After a second, the doors opened to reveal a dark corridor.

Pym: "Hey, Azari. You go first."

The African male carefully leaped into the corridor with a normal-sized Pym strolling after. But a few seconds after Pym went in, the walls began pulling apart and rearranging themselves.

James, Zachary, Thomas, and Torunn could only watch on in apprehension as they watched their 'siblings cross the now-deemed dangerous path.

Azari and Pym ran as quickly as they could to the other side as the floor began giving out.

Azari: "Pym!"

The African male called out as he saw the younger boy fall off the collapsing path, yelping.

Pym: "Just kidding,"

The younger boy grinned as he flew back to Azari. Zachary grabbed James and flew to the other side. Now Torunn and Thomas needed to get to where they were. Thomas stretched his arm out about to shoot a web, but Torunn stopped him.

Torunn: Thomas, we shouldn't be here. W-what if Ultron-?

Thomas: Nothing's going to happen to us Torunn. I promise.

Thomas puts his hand on her hand to help calm her down.

Torunn looked at him still scared but she replaced the look of fear with one with determination and nodded at him. She then tightened her grip on Thomas's hand and floated to the others landing on the ground.

Azari: "Okay. There's no one here. Maybe Ultron assumes no one would be dumb enough to break in."

Pym: "Ha! We showed him! We are dumb enough!"

They heard a sound as Pym stepped on a tile that now glowed red.

Thomas and Zachary: PYM!

Pym: Okay, that was an accident.

Zachary: Might wanna rephrase that!

The red from the tile connected to the platform they stood on, creating another pathway straight ahead to where seven lit-up cases were displayed.

James recognized something, but to confirm it, he strode over to the cases.

Torunn: "James, wait!"

Torunn called after him. As he drew closer and closer to the display, he saw the familiar, but broken armor that belonged to Iron Man, or as they knew him, Tony.

Pym: "What is all this?"

Pym asked, zipping over, Torunn, Thomas, Zachary, and Azari right behind him.

Thomas: It's... our parents' stuff, look at all of this.

The five caught sight of Tony's armor and grief overtook their expressions. James and Zachary felt anger through their veins, Azari bowed his head as he clenched his fists, Pym's face drained of his usual personality, and Torunn...Torunn sobbed lightly in Thomas' arms as he looked on sadly and in shock at the displays.

Zachary: That machine... [Clinches his fist in anger] Is going to pay.

Pym went over to look at Wasp's and Giant-Man's displays while Azari went over to check out the Panther's displays. But James had caught sight of his father's name and found himself looking at his father's mask and beaten, but still a sturdy shield.

Lastly, Thomas and Torunn looked at Spider-Man even suit.

Thomas: Dad...

Thomas looked at his dad's suit. The burnt Spider-Man suit with the hole in the middle, along with his scratched mask and broken web shooters.

He started to feel angry. Ultron not only killed them but hung up their gear as not something he can remember as the start of his reign.

Thomas tightened his fists in reflection of this anger, Torunn noticed this and looked down at him and reached down to wrap her fingers around his fist. He felt this and looked at her and he sighed, untightening his fists.

Unfortunately, as James went up closer to his father's display, he triggered another tile, making the wall panels light up, showing similar display cases; each containing something from a different hero.

Pym: "Oh no, James..."

Azari: "It's like... It's like some kind of trophy room. But that means-"

James: "C'mon. Let's go."

Everyone looked at James and nodded at him. James went ahead to lead with Max and Jet behind him since they could detect danger and would be the best options for the lookout. Pym, Thomas, and Azari followed them. Eventually, they all saw Tony alone.

James activates his holographic Shield and throws it at the machine holding Tony manages to damage it making the machine lose its grip on Tony.

James: Tony!

Zachary: Dad!

James, Zachary, and Azari catch Tony as everyone else runs to him.

James: We gotcha ya, Tony.

Tony notices the new faces, he pants and looks at them. He gains his focus by looking at everyone else

Tony: Please. Please, tell me you didn't just walk into Ultron's trap.

Pym: How do you know it's a trap? Maybe we're just that good.

Tony: "I know because I built Ultron."

Pym: "Oh. Well, that sucks."

Just then, the walls rearranged themselves to reveal the Iron Avengers all on different platforms. Another box opened to show Ultron standing there with an air of superiority.

Thomas: [whispered to the others] I got an idea. Let him monolog.

Thomas then camouflaged himself and quietly got away and then Ultron made his appearance on his stand.

"Do you see Avenger?" the android spoke. "Rumors of the children's existence already spread among the humans. Superhuman variables cannot be permitted. The children must be destroyed."

Pym: "Hey! That's not fair!" Pym protested. "James doesn't even have any powers!"

"Scanning Avengers Data File," Ultron said in his monotone voice. "Identity Match: James Rogers, son of Steve Rogers aka Captain America, the most dangerous of all the Avengers. He inspired them. And like Captain America, you, James, will be the first to fall!"

Ultron lifted his hand ready to blast him but behind him, Thomas charged a Venom punch with enough energy to stun him. He dashed from his hiding spot and reeled his fist back to punch him but Ultron quickly turned around and grabbed him by his fist. Lifting him high into the air.

Thomas: Oh man! Busted!

"Scanning Avengers Data File," Ultron said in his monotone voice. "Identity Match: Thomas Benjamin Parker, Son of Peter Parker aka Spider-Man. The Avenger with the greatest potential. The one who gave me the most trouble. After James, you will be the next to fall."

Seeing movement in the shadows above, James gave a swift glance to Hawkeye, who aimed the large android.

James: "Not today, Robot."

Hawkeye's arrow made contact, giving Thomas time to break from the machine's grip, and an explosion was released. But when the smoke cleared, there was no sign of damage done to Ultron.

Ultron turned around to face Hawkeye and only said two words. "Barton. Felicia."

Thomas overheard the last name. The figure jumps down, revealing to be Felicia in her new suit which was a button-up suit with white fluff on the neck area, forearms, and knees

Felicia: Guess the cat's out of the bag.

Thomas: [thought] Mom...

Hawkeye smiled waving at him while Felica just gave him a wink. Both of them got serious lifted their weapons and shot at Ultron.

Ultron raised his arm to attack, but the large blocks of the walls moved once more, creating pathways for the Scavengers to come through with their weapons. They opened fire on Ultron and the Iron Avengers, hoping to give Tony and others time to escape.

While he was distracted Hawkeye and Felica reunited with the team.

Zachary: So, you decided to come after all.

Hawkeye: Yeah well, I knew you guys couldn't do this without me. (Points his thumb to Felicia) Plus, she kind of made me come here.

Felicia: You darn right, I did. Next time, try to be more thoughtful.

Hawkeye: [sighs] Yes, ma'am.

Felicia and Thomas look at each other as she gives him a head pat.

Felica: Let's save the talking for later, okay, sweetie?

Thomas: O- Okay.

James: Azari. Tommy. Pym, run, go with Hawkeye. Torunn, Zach, take Tony.

Thomas: On it.

???: Going somewhere?!

A black fist came out of nowhere it punched Thomas.

Torunn: Spider!

A two-toed footstep on the ground, with dark slime flowing.

As the light slowly shows a mechanical-looking symbiote as the symbiote looks at Thomas.

???: What's the matter, Spider? Spider-sense didn't tingle?[roars]

The arm returns to the source, revealing a symbiote possessing the Iron Spider, using several machineries inside it to move its tendrils, it's called... Venom.

Tony told them tales about the Symbiotes. They're dangerous aliens who feed on negative emotions and possess one of their hosts

Thomas: It can't be. The Symbiote. I thought my dad destroyed it.

Venom: You honestly think that your father was strong enough to defeat us?

Thomas: [unsheathed his stingers] Ultron kept you all these years?

Venom: [Dodges] We are more powerful than before![Grabs by the foot and slams him]And our new goal. Destroying the son of the Spider. From now on, we're poison to Thomas Parker and Spider-Man. We're Venom!

Ms. Marvel: Marvel... Pistol!

A long fast fist appears and punches Venom away from Thomas.

Nova: [deadpan] Really?

Ms. Marvel: Let me cope!

Venom gets up as he snap his jaw back in place.

Venom: We won't let anyone interfere with our goal.

Quicksilver comes in super fast and shoulder-rammed Venom.

The Scarlet Witch uses her hex powers and makes the debris fall on him. Venom caught them with his tendrils and threw them back at them.

Felicia: [aimed her rail gun at Venom] Claws off my son, Venom!

Venom: So... The wife of Spiderman has come once again.

Venom was about to attack Felicia, but Thomas tackled him.

Thomas: [punched him repeatedly] STAY AWAY FROM HER!

Venom roars as he swings his tendrils at Thomas, which he dodges. Venom's other tendril bigs Thomas at the side, which has spikes coming out. Venom charges at him. Thomas shoots a web at the loose support beam and pulls it down as the stuff collapses on Venom.

But the Symbiote caught them with his tendrils and threw them at Thomas. Thomas quickly dodges to avoid the rubble. Only for Venom charges in with a punch. Thomas quickly shoots webs as they barely do anything. Venom punches Thomas hard in the gut as he crashes to the wall. punches Thomas hard in the gut as he crashes to the wall.

James: Tommy!

Venom goes to Thomas as his hand slowly forms into a blade.

Hawkeye: Hey, freak!

Hawkeye fires one of his arrows at Venom and the arrow releases a sonic shockwave, causing the Symbiote to screeched in agonizing pain. Thomas gets up and regroups with the others.

Hawkeye: "Scavengers!" Hawkeye called out. "Disappear!"

The Scavengers ceased fire and saluted their weapons in acknowledgment before heading back the way they came. One Scavenger, though, had melted a good portion of Iron Captain America's shield before ducking into the nearest passage.

James: "Go!"

James told Torunn and Zachary. Nodding, they took the elder man's arm and slung it over her shoulder while she grabbed onto his waist before taking off after the rest of the Scavengers.

"There is no hope for the Avengers," Ultron spoke, firing a blast a James.

The reddish-brown-haired boy avoided to blast and took off after Azari, Thomas, and Hawkeye, leaping from block to block and ledge to ledge.

"Find them," Ultron commanded.

[Outside the Citadel]

All around Ultra City, the towers and robo-wasps went on alert to follow their creator's commands.

[Inside the Citadel]

The blocks within the Citadel began shifting as an alarm sounded.

James: Go!

Thomas, James, and Azari running the two notice platforms about to close.

Hawkeye looked back to see where James, Thomas, and Azari were, only to see them moving, but slowly.

Hawkeye: "Move it, you three!"

Seeing two blocks about to close them off from Hawkeye, James shot one of his holo-shields off at the space between the two blocks, giving Azari, Thomas, and himself some time to slide through the opening.

Once reaching Hawkeye, the four once again began running towards the exit, blocks, and panels still shifting and locking behind them. Unfortunately, when they were about to jump onto another ledge, they were pushed off by another block that suddenly jutted out.

James: Tommy!

Thomas: No need to panic!

Thomas was about to shoot webs, but he was out of web fluid.

Thomas: OK! Now we can panic!

Torunn heard the shouts and saw her 'siblings' and Hawkeye falling from a sheer height. Leaving Tony with Oym and Zachary, she leaped off after the male trio and caught Hawkeye's wrist, whose other hand grabbed James who took hold of Azari and grabbed a hold of Thomas by the foot.

Hawkeye: "Whew! Cutting close there, Gorgeous."

Hawkeye smiled at the blonde-haired girl.

Torunn: "Better late than never."

Thomas: [jealous] Uh, hello? Less flirting, more saving.

Hawkeye: You know, saying "thank you" to her would be nice.

Thomas: [twitching eyebrow] I was going to say that to her.

Hawkeye: I doubt that.

Thomas: [annoyed] Just takes us down to the underground lair.

End of Chapter 5