Thea's eyes scanned the ground, trying to find a place that could help her. Her hair was blowing in her face, covering her eyes when she heard the faint sound of an engine roaring. Thea turned her back in the air to see in the distance, the shape of a quinjet flying towards her. Her hair whipped her face, as the quinjet came closer. Thea quickly retracted her hands from their outstretched position, slowly dropping Thea to the floor. The quinjet quickly flew over her, right where she was floating in the air.

Thea's body tensed as she realized she would have to explain to Tony why she was already in Sokovia. She would have to explain that she was kidnapped and taken by Ultron, forced in a prison with Natasha and pleaded by Ultron to join him. Her eyes grew wide with nerves as the quinjet landed softly on the ground. The engine powered down as the trap door slid open in one swift move.

The first person to step out was Tony, already clad in his Iron Man suit. Sheepishly, Thea raised a hand and waved at him. Her mouth held a small grin but her eyes were narrowed in fear and worry. Tony did a double-take as he spotted Thea in the distance with her hand up and waving at him. With quick steps, Tony made his way over to Thea.

"What are you doing here?!" Tony spoke out with worry and anger. He flipped his mask up, showing his face which was strewn about with worry.

"Maybe you should ask Ultron that question instead of me."

Tony's face changed from that of worry to that of anger. His eyebrows narrowed, creasing the space between them. "That son of a bitch."

A rush of air went past Thea as the rest of the team ran out of the quinjet and into the city. Thea turned her head to catch a glimpse of the Maximoff twins running out. Her eyebrows creased and she scoffed out, "What are those two doing here?"

"They're on our side now," Tony said.

Thea looked between Tony and the spot where the twins once were. The last time Thea saw the twins they were trying to kill the team, herself included. She wasn't going to be as trusting with them as the rest of the team, that's for sure. But Tony's reassuring gaze softened her hard glare.

"Excuse me?! Last time I checked they are the ones who we were fighting." Her mouth gaped open in disbelief and her eyes grew wide. Tony sighed out as was about to speak, but before he could Thea rebutted, "You know what, never mind. Let's just go kick that overgrown toaster's butt."

"Actually, you are staying right here."

"Um no, I'm not," Thea argued.

Tony was about to speak but Thea cut him off before a single syllable passed through his lips. "You need me, let's face it. If it wasn't for me Hulk would probably still be out there, destroying another city and killing who knows what. So for this one time you are keeping me." Thea said this while walking up to Tony and thrust out a finger after every new sentence, hitting him on his arc reactor. Thea stood by, waiting for his reaction. Although she was afraid of Tony at parts, she also knew that Tony would need her for this fight.

Tony sighed out, "You really do take after me in the stubborn category." He looked like he was having a battle with himself for a moment, his eyes narrowed, but then he shook his head and closed his faceplate. "Come on. Let's go before I change my mind. You can help fight..."

Thea smiled widely and gripped her arms around Tony's body, hugging him tightly. Tony smiled and looked down at Thea before he gripped her arms and pulled Thea off. "Hold your roll there kiddo, you can help fight only if you take this earpiece." Tony held out in his hand a small earpiece to help connect Thea to the rest of the team. She took it from his hand and placed it snuggly in her ear.

Thea side-smirked and looked down at her body, which was still clad in her suit. She clapped her hands together once, purple mist now sparking out of her fingertips. "Let's go get this son of a bitch."

~~~~

Thea arrived in the main center of the city with Tony and gawked at the sight before her. Red particles floated around her, forcing citizens to leave. She followed the trial of it with her eyes to see Wanda at the center of it. Her red powers flowing out of her hands and into the minds of those around her.

The cobblestone street was now dirty with the steps of all those evacuating. The rest of the Avengers were helping with the evacuation too. Clint was walking around, making sure that everyone he spotted got out of the city without trouble. Thea ran over to him, her feet maneuvering her through the crowd of scared citizens.

"Clint!" She called out his name.

Clint, who had his back turned to Thea whipped around at the sound of her voice. "Thea? What are you doing here kid?"

"That's not important. Have you seen Natasha?" Thea spoke out rapidly. Thea had not seen Natasha since she forced her out of the prison that Ultron kept them in. Thea hoped that she would come across her before all hell broke loose.

"I have no clue, but I know Banner is looking for her."

Thea's head began to ache as she felt something off. She gripped her head with a strong hand as she struggled to keep her balance. But as soon as the pain came, it went. Thea whipped around, scanning her surroundings rapidly and frantically.

"Kid, what's wrong?" Clint asked worriedly.

"Somethings not right," Thea spoke out quietly.

Suddenly, the ground began to shake as cracks appeared in it. Chunks of rock and concrete flew up into the air as robots began to pour out of every surface imaginable. Some of these robots flew high up into the sky, while others crawled and ran. It was a terrifying sight to see. Citizens who had not yet evacuated were screaming and shouting at the robots.

Thea gasped out at a woman that tripped on the leftover rubble from the cracked concrete. She immediately ran over to the woman and held out a firm hand. The woman gladly took it but screamed loudly in Thea's ear as she stood up. Thea turned behind her and shot out a blast of power at the robot closing in on them.

"Are you okay miss?" Thea asked.

The woman nodded silently while her body was shaking. The held out a hand and pointed over to the bridge at the edge of the city. "Go and evacuate." The woman nodded once more and ran away from the center of the fight.

Thea turned back around to see a wave of robots flying and running throughout the city, leaving nothing but destruction behind. Without hesitation, Thea produced her powers in her hands and shot up into the sky. She twirled through the sky, her purple mist trailing behind her as she shot out a lethal blast of power. She dove underneath robots, shooting up at their chest and tearing them to pieces.

Thea landed back on the ground harshly, her left knee landing with her hands holding her up. She panted out in exhaustion with her head down. And without looking, she shot a hand out and ripped apart the robot, that was coming toward her, with her powers. She looked up to see Steve on the bridge, fighting a swarm of bots.

But before she could run over to help, she felt the ground begin to rumble. She gasped as her body began to lose it's balance as this time it was worse than before. At the edge of the city, Thea could see a large crack begin to form and connect to others on the edge of the city, circling them in. The cracks then caved in, leaving the city separate from the outside world.

Thea held up her gloved hand to her ear and talked, "Guys what's happening?"

One the other end of the line, Thea could vaguely hear the voice of a woman saying, "Sokovia is going for a ride."

Thea's eyes widened at the sound of a new woman's voice on the end of the line. "Who's that?"

"Oh just my new AI, her name is Friday," Tony said nonchalantly.

"What happened to Jarvis?" Thea held out another hand, glowing hand at a robot that was coming at her and shot out power.

"Him? Oh, he got put into another robot type thing not too long ago and now is alive."

Thea realized soon in her adoption with Tony that he joked in order to distract from stress. Tony had many different ways of coping, some of them even transferring to Thea.

Thea rolled her eyes. "Oh, of course, he is." With a click of her finger, Thea let go of the earpiece.

Thea turned back to Steve, who was on the bridge and saw him trying desperately to save the citizens. The bridge was collapsing at a rapid rate and Thea knew he wouldn't be able to save them all in time. Forming her powers, Thea shot up into the air and landed next to Steve with a thud. The cracks along the bridge grew with every passing second, causing huge chunks of concrete and steel to fall down back to Earth.

Steve ran to a woman in a red car screaming for her life. The car was at the edge of the floating city and teetering back and forth. Thea saw Steve ran to the car right as it was about to fall and grab the bumper with all his might, but this wasn't enough as the car bumper came loose and the car, along with the women inside it, fell.

Realizing it was her time, Thea shot up into the air before she dived back down to the falling car. Thea reached out a gloved hand and hurled her powers down at the car, giving her a grip on the car itself. The mist quickly surrounded itself around the car, the purple hue from it making the red car appear to look burgundy. Her hands shook with the weight of the car and the passenger inside of it. The car stopped in its tracks as soon as Thea had her grasp on it. With shaky hands, Thea began to pull the car up to the floating city. Once Thea got back to the city, she placed the car down, not so gently, on the ground. The car rattled and squeaked from its rough landing.

The sound of the car let Steve know that Thea was back, who was now on the ground panting and with shaking hands. Steve rushed over to her and knelt down. Thea looked up, noticing the sun being blocked by a shadow. "Why do they make cars so heavy? Why can't they be like 100 pounds?" She whined jokingly.

Steve chuckled and patted her on the back, "You did good kid."

Thea laughed but spoke out when she saw more robots gathering near them."Don't speak so fast now Cap, we still got a city to save."

Thea stood up with the help of Steve, and with her pain-ridden hands, she formed more power. The mist flowed over her palms like dry ice in a cauldron. The robots seemed to have taken this as an answer and quickly ran and flew at the pair.

Steve ran in front of Thea and took the brute of the fight. He used his shield and hand to hand combat in order to defeat them. Whereas Thea used her powers to tear and rip the robots apart. Thor joined the pair, his hammer destroying every robot it touched. Thea quickly ducked down, barely avoiding the blast of a robot. She instantly shot her hand out in an open palm. Her powers pulsed at the robot who shot at her. Thea looked forward to see no more bots but quickly whipped her head around at Steve and Thor to see them taking down multiple.

The remaining citizens ran from the fight screaming as Steve threw his shield down on the ground and it bounced back up, right in view of Thor. Thor then proceeded to hit the shield with his hammer, knocking it into multiple robots at once.

Thea whistled at this sight, but swiftly realized to get back into the fight. A robot shot from behind her, almost hitting her, but Thea barely managed to dodge the blast. The robot flew at Thea, but she had the upper hand. Thinking fast, Thea climbed up onto a tanker truck that was broken from the fight, and using the height as momentum, she jumped off the truck. She lifted off the ground with the use of her powers, and with the small blast of energy she had- Thea lifted her purple-tinted fist and connected it to the robot's neck in one swift blow. Her hand went straight through the metal and out the other side. Thea landed back down on the ground harshly, the dead robot still attached to her fist. She turned around to another bot coming at her and threw the robot's body at it.

Thea flinched at the sound and the heat of an explosion behind her. She whipped her head around to see the tanker she was once on was now in flames. Thea scanned the skies to find the source of the explosion, only to find Ultron carrying Thor away from the fight.

A static voice came over the comm, "Alright, we're all clear here." Thea scoffed at the statement, her hands still stretched out with purple mist surrounding the robots around her.

"We are not clear! We are very not clear!" Steve's voice came over the earpiece. He sounded tired and stressed.

Thea returned to the task at hand and finished off the remaining robots at her side. A rush of air blew past her as she saw that it was the Maximoff twins. Pietro dropped off Wanda, letting her destroy the robots in front of them.

"Romanoff!" Steve's voice shouted from behind Thea.

Thea heard the sound of his shield hitting more metal before Natasha shouted back, "Thanks!" Thea continued to hear more metal hitting metal before the sounds stopped. Thea sighed out in relief at the sound of Natasha's voice. She thought maybe she was taken back by Ultron, or even worse, dead.

Thea panted out as she finished off the last robot. She turned to Natasha, who was picking up her electric batons out of a robot. Thea sluggishly walked over to her and spoke out, "Where were you?"

Natasha, who was knelt on the ground, stood up rapidly and sighed out, "Bruce found me out in the woods."

Thea turned to the large crowd of citizens cowering by a building and then back to Natasha. "We better go and help them."

Natasha only nodded and followed Thea's footsteps.

Inside the nearest building, Thea found Steve and Clint helping citizens inside. Cap, while helping a person into a building said to the group helping, "The next wave is gonna hit any minute." He then asked on the comms, "What do you got Stark?"

"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" Tony sighed over the earpiece.

"I asked for a solution, not an escape plan," Steve said harshly over the comms.

Tony explained, "Impact radius is getting bigger every second. We're gonna have to make a choice."

His tone of voice was stressed and Thea could tell. Natasha told Steve that the people weren't going anywhere and Steve replied that he wasn't leaving unless everyone was off it.

"I didn't say we should leave," Nat confessed. "There's worse ways to go. Where else am I going to get a view like this?" Nat said this while looking out over the sky. Thea followed her gaze over the edge of the city and saw a sky of blue and clouds.

Suddenly a voice came over the radio, "Glad you like the view Romanoff." It was Nick Fury. "It's about to get better." Just then a giant helicarrier appeared in the sky from nowhere. It rose out of the sky like a messiah.

"Nice right? I pulled her out of mothballs with a couple of old friends." Fury stated. "She's dusty but she'll do."

Thea overheard Steve call him a son of a bitch and Fury replying with a snarky remark, but she was too busy with seeing the helicarrier's hatches open up and deploying smaller vessels. Thea looked over to her right to spot Pietro standing below them slightly.

"This is SHIELD?" The speedster, Pietro, asked.

"This is what SHIELD is supposed to be," Steve responded.

With a heavy accent and a nod, Pietro said, "This is not so bad."

The smaller ships flew over to them, Thea being the first one to see inside them. Inside was rows of seats, neatly lined up and ready for people.

"Let's load them up," Cap said.

Thea loaded up as many citizens as she could into the vessels. She made sure not to leave a single person left behind in the buildings. She looked up to the helicarrier to see a vessel, already stocked full with people, starting to fall from a robot blasting out an engine. Thea formed her powers quickly and was about to set off to save it, but stopped as soon as she saw Tony support it from below and guide it gently into the helicarrier.

"Avengers, time to work for a living," Tony's voice said over the comms. Thea watched as his suit flew over her head and towards the core in the center of the city. Using her powers, she took off after Tony and trailed him to the core.

Thea landed down right as a robot was destroyed by Thor on the ground. Tony spoke snarky over the intercom, seeing as Natasha and Bruce were the last ones to arrive. "Romanoff, you and Banner better not be playing 'Hide the Zucchini'."

Thea snorted out loud as she heard this, her hand coming to cover her mouth as she tried to contain her laughter.

"Relax shell head. Not all of us can fly." Nat replied. Thea could tell she rolled her eyes while saying this.

Thea looked over her shoulder and spotted a large truck ramming its way toward the group, inside was Natasha. Thea's hand stretched out at a straggling robot that came dangerously close to Natasha's window. Her purple powers flew out instantly to the robot, ripping it apart.

Natasha stopped the truck with a skid and climbed out of it. "Thanks," she said, out of breath. She quickly walked over and joined Tony by the core. "What's the drill?" She asked him.

Tony turned over his shoulder and pointed at the core, "This is the drill. If Ultron gets a hand on the core, we lose."

Thea hissed out in stress as she realized what was at stake here. She looked up to see Ultron fly down right at the Hulk joined them. She eyed the team, Thor finished off the last robot when he yelled out to Ultron.

"Is that the best you can do?!"

Thea's eyes grew wide as she yelled back to Thor, "You don't just say that to the enemy dumbass!" She hit in on his arm and Thor just looked down for a second before staring back at Ultron.

Thea waited in worry for Ultron's response. She flinched slightly as he lifted up his left arm. Suddenly, Thea could hear a wave of robots coming at them. Ultron lifted both of his arms up, almost like preaching his rights. His robots stood by his side, waiting for a command.

Thea's worried eyes scanned the team. Thor stood in defiance while the Maximoff twins stood back in terror.

"You had to ask," Steve said blatantly while turning to glance at Thor. Normally, Thea would laugh at this, but she was too busy staring at the swarm of enemies in front of her.

"This is the best I can do," Ultron said while gesturing his arms up to the sky. "This is exactly what I wanted. All of you against all of me. How can you possibly hope to stop me?"

Tony said in a soft voice, "Like the old man said," Thea turned to Tony, clad in his suit, "together."

Thea covered her ears quickly when she heard the Hulk roar out. She then smirked confidently and muttered to herself, "You know or we could just throw some water on them considering they are toasters..." She laughed at her own joke.

Thea ceased her smile when she looked to see the robots pushing towards them at a quick pace. They were flying and running towards the core, trying to reach it past the team.

Thea's body clenched and stood in a fighting stance as she waited for the impact of the ave of robots coming at them. She powers already forming in her shaking hands. Thea let the purple mist fall to the ground, surrounding the floor in front of her. As soon as the robots touched it, they became immobile, stuck in her powers. The robots struggled in her grasp as her hands clenched. Thea's eyes glowed bright purple as the robots stuck to the floor were crushed under her grip.

Thea looked behind her for a moment, seeing the team in all their glory. Wanda, producing red energy from her hands, Steve was hammering into the robots with his shield and Thor was swinging his hammer left and right. Thea quickly turned back around and smirked at the robots before her. With a push of her hands in front of her, a wave of purple mist flowed out. She held the robots in her grasp as Tony came by and shot down all of them. She looked up at Tony and smiled.

Thea looked up to see Ultron flying towards Vision, slamming him into a wall. Vision quickly retaliated by shooting out a golden stream of power from his forehead. This shot Ultron out of the center with the core and into the streets of the city.

Tony and Thor quickly followed suit by blasting their own powers. The bright light of all of their energy and powers shining at Ultron was like physically seeing the good prevail over the evil.

Ultron's face seemed to melt away at the power directed towards him. The trio ceased their fire at Ultron as he struggled to stand back up. "You know, with the benefit of hindsight-" Ultron didn't get to finish his sentence, because out of nowhere, the Hulk barreled towards him and slammed him into the sky. The Hulk turned around to see the rest of the robots standing there. His fists clenched as he ran towards them, making the robots run off the city boundaries.

"They'll try to leave the city!" Thor shouted.

"We can't let them, not even one. Rhodey," Tony called out.

Thea watched as a familiar suit flew up and shot down many robots in the sky. Thea turned back to the team and waited for instructions. "We gotta move out. Even I can tell the air is getting thin." Steve told the team. His face was dirtied by the fight, black smudges and dirt clung to his skin. "You guys get the boats," he nodded to Clint, Natasha, Pietro, and Thea, "I'll sweep for stragglers. Be right behind you."

"What about the core?" Clint asked while looking over at it.

Wanda then confirmed that she would stay with it, seeing as it was her job. Clint looked her over in worry before Wanda silently nodded. Clint nodded back and turned to Natasha and Thea.

"Let's go," he said.

Thea took one last look at Pietro and Wanda before she followed Natasha and Clint over to the boats. Clint, Natasha, and Thea all climbed into a battered car and drove back to the boats at the edge of the city. Clint spoke to Natasha about remodeling his home, specifically about his dining room, when suddenly, Thea overheard the familiar roar of the Hulk.

"So get your ass on a boat," Natasha spoke back to Clint as she hopped out of the car, going to find the Hulk.

Thea, too, hopped out of the car and ran over to the crowd of people by a building. Gently, Thea ushered them to the nearest boat. Most of them were dirty and bloodied from the debris. Thea sat down on the floor of the boat in exhaustion, her head resting against the wall of the boat. Clint was about to sit down too when a woman called out, "Costel?"

Thea lifted her head to see a blonde woman with bangs all bloody and dirty. "We were in the market. Costel?!" She shouted. Thea looked to Clint, who was now scanning the area for the boy. His eyes stopped over the tall building next to them. Thea gazed over that direction to see a tiny boy, moving in the dirt, struggling to get out. But before Thea had the chance to get up and help the boy, Clint ran off the boat and over towards the boy.

Thea stammered over to the grieving woman on the boat and sat down right next to her. Her hand rested on hers as she comforted the woman.

Thea's suit was torn in places and dirtied by dust and dirt. Her mask was ripped on one side, letting her right cheek visible to the world. Thea inhaled deeply, the thin air making it hard to breathe. Overhead, Thea heard the sound of an engine flying. She quickly whipped her head around to see Clint, with the boy in his arms, and right above him was a quinjet. It had it's weapons out, ready to shoot. Thea's eyes widened in fear as she saw who was in it, Ultron.

Thea looked down at her hands and desperately tried to form her powers as she heard the rain of bullets come down on the ground. She looked up to see the bullets coming closer and Clint turning his back to it, protecting the kid. Thea rapidly looked back down at her hands, shaking them and crying out as only sparks of purple flashed out of them. She had used most of her energy defeating the robots, leaving her empty of her powers.

"No!" Thea shouted out as she saw the bullets come right over Clint and the boy. Thea's breath was held in her chest as she shook her head to see a car in the bullet's path. And right next to that car was Pietro, struggling to stand. His body was filled with bullet holes and blood. Thea watched in horror as his limp body fell to the floor with a hollow thud.

Thea's eyes widened as she heard, in the distance, a scream of sorrow. She closed her eyes as she felt a wave of power come over her. No one else seemed to feel it, but Thea knew what it was. It was the same type of sorrow and power that she had when she thought she lost Tony in the Battle of New York.

Thea opened her eyes, now tinged with purple, to see Steve rush over to Clint. Thea's breath hitched as Steve picked up Pietro's limp body gently. She watched in sorrow as Steve walked over to the boat she was on and placed Pietro's body down on the ground. His eyes were still open, showing nothing but dull and lifeless reflections. But before Steve left, he took his hand and carefully closed them.

Clint laid down on a row of chairs, right next to Pietro's body, laying on the floor. "It's been a long day." She heard Clint whisper.

It has been a long day, Thea thought.

Thea was about to rest on the ground when suddenly, she saw the city give out. She bolted into a seated position as she shouted out into the earpiece. "Where's Tony?!"

Thea watched in horror as the city descended further and further away from them. And with a blast of light, the city blew up in the sky, raining debris and heat everywhere. Thea's eyes scanned the ground below, trying to find any sign of Tony.

She waited in silence when suddenly, a voice came over the comm. "I'm right here sweetie, and I'm not going anywhere anytime soon."

"Oh thank god," Thea sighed and laughed out, "Let's not fight another world-destroying enemy again, okay?"

~ Author's Note ~

All rights to Spider-Man and original plot goes to the Marvel franchise and their fantastic movies and comics. I own new story lines and new characters, like Thea Quinton.

Yay!!!!! I finished Age of Ultron finally. It only took forever. Hopefully this wasn't too boring to read, I tried to make it as interesting as possible.

The next chapter is basically going to be a filler until we slowly move to Civil War.

How are you liking the story so far? What are your theories? I would like to know.