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Chapter 13 – Treachery

“There’s no question that this is where the last code is, we must protect it at all costs!” Ant-Man had tagged along on this mission in an act of desperation as the squad ran through the underground of the city as the final Machina Code was located somewhere in the sewers.

“Such treachery from our spider and supervisor is unforgivable in our moment of desperation!” Thor bellowed.

“While I agree that we never saw it coming we must note that as former heroes, we should owe them one more chance at amnesty at our next encounter, hopefully in a few minutes.” They soon heard the beeping on the radar Ant-Man was carrying getting faster “Down here”.

They saw a small glow emanating from a part of the ground to which Scarlet Witch manipulated into a liquid form before reaching into it and pulling a star shaped device out of it. “Yes, we’ve got it!”

“Hold it heroes!” The squad turned to see Dr. Doom, Ultron, Scarlet Spider, Warbird and a small group of villains advancing towards them “Thank you for digging up the final Code, we promise to take care of it for you. I’m sure you lot are familiar with Scarlet Spider and Warbird, seeing as they have managed to trick you fools I suppose we could do with a Wolverine and Thor clone.”

“Clones? Where are the real Spider-Man and Ms. Marvel?!”

Dr. Doom rubbed his chin with an evil grin “How about this? If you hand over the final code, we’ll free the real Ms. Marvel and Spider-Man.”

“No! You’ll hand them over as well as those other codes!”

“Villains attack!” The squad engaged the villains as best as they could being restricted by the underground tunnels, but Ant-Man’s size control helped give them a leg up as he swatted each villain away like a fly if they went for the code giving Hulk plenty of time to smash to his heart’s content.

Falcon used his speed factor to swipe the rest of the Machina Codes from Wrecker as Wolverine kept Scarlet Spider at bay. Warbird chased after Falcon but Scarlet Witch was able to warp her into a wall in the tunnel with Captain America, Iron Man and Thor knocking Dr. Doom, Ultron and the rest of the Wrecking Crew back as if they were back on the Avengers.

The heroes stood triumphant with all the Machina Codes in their possession once again “We won’t allow you to take them; they are the key to domination!”

“Actually....” Ultron stepped up motionless with some panels opening on his shoulders and torso “...the Machina Codes are MY key to domination!”

Suddenly the Machina Codes flung over to Ultron and latched onto his shoulders and torso creating an electric burst of power

Dr. Doom was shocked at this “Ultron! What are you doing?!?!”

Suddenly all the mechanical and electrical equipment around them (the lights, fuse boxes etc.) was starting to break apart and jet over to Ultron as he flew into the air with the technology merging with his body, sparking more electricity into his systems and improving his weapons and systems.

Everyone stood back as he started to glow a deep red hue with electricity sparking out of his upgrading body.

“All Machina Codes collected. Initiating takeover of Super Hero City!”


The people of the city started to run in panic and scream in surprise as an upgraded Ultron burst out of the ground with the technology from the surrounding cars, telephone boxes, cash points and other technical objects around the city sparked electric waves towards him and snapped onto his body.

He grew taller and more buff with loads of lights and servos improving his battle systems, flight capabilities and armoured physique. He soon grew taller than the Hulk and Juggernaut combined, with weapons mounted on his arms and on the side of his shins as well as his back and a chest laser.

The squad climbed/flew out of the hole that Ultron, now dubbed Ultitron, had created to see him heading for the city hall. Iron Man sent off a signal from his suit “All heroes, this is an omega level threat, the Super Hero Squad and SHIELD request immediate assistance.”

In no time at all the cities greatest heroes including War Machine, Quicksilver, the Fantastic Four, the X-Men, the Heroes for Hire and even Nick Fury showed up along with some more obscure but just as awesome heroes such as Prowler, Anti-Venom, Spider-Woman, the Great Lake Avengers, Goliath and Tigra.

Iron Man quickly briefed them all on what was happening “Even though we couldn’t stop Ultron from getting all the Codes, we can still stop his takeover if we work together.” Ultron soon came into view “Ultitron superior, superheroes inferior.”

“Alright guys it’s time to HERO UP!”

Captain America led all the heroes who couldn’t fly towards Ultitron who stomped towards the city hall. Before reaching him, Hulk and Wolverine performed the Fastball Special with others including the Thing and Daredevil, Colossus and Iron Fist as well as Doc Samson and Captain America.

Ultitron’s armour however recovered from the impacts easily to prepare for the other heroes attempting to rush him in a full on blitz of attacks. Luckily for the robot, the Machina Codes drew more electrical equipment from the city streets towards him constantly upgrading him giving more than enough strength to fight back.

He shifted his hands into rocket launchers and blew nearly every X-Men member down and used his other hand that had shifted into a paralyser causing anyone he was able to hit to fall onto the floor, shaking uncontrollably as the small burst of electricity causing their arms and legs to twitch and sting uncontrollably.

Ultitron shrugged off Tigra and Hawkeye’s attacks with ease before knocking them and the others down with just a swipe from his massive metal arms. He then proceeded to fly upwards to fire lasers at the surrounding police force and SHIELD agents.

The fliers, led by Iron Man, started to circle around Ultitron, and threw everything they’ve got at him. Iron Man called out “Alright everyone let’s put some of those fusions we practiced to use!”

Iceman and Firestar shot fire and ice beams at each other while flying around Ultitron both freezing and burning him. Thor swirled his hammer around before charging Iron Man’s armour with lightning increasing his electric adapters reserve power up to 368% allowing him to fire all his weapons at once without losing all his power.

On the ground, Anti-Venom slammed his fists into the ground and pulled part of the road up over his head leading Prowler to jump on top of it and plant canisters filled with acid on top before jumping off. Anti-Venom then leapt into the air and threw the acid armed ‘roadblock’ at Ultitron’s back.

As the acid ate away at Ultitron’s armour Storm and the Human Torch flew in behind him and created a tornado with flames circling inside it heading towards the exposed circuitry. However Ultitron stabilised his flight and tried to maintain his flight giving him enough time to see the oncoming fire tornado and used the Machina Codes to transform his hand into a water pump, putting out the flames.

Ultitron spotted Moon Knight in his Moon-shaped air fighter with Nick Fury and Black Widow piloting jets while firing a barrage of bullets at him. He then booted up an EMP charge and sent a sonic boom out around him.

Moon Knight then witnessed all the electronics in the cockpit shutting down and his fighter started to glide down into the streets “Nick, Widow eject now!” The three of them ejected from the jets crashing down into the concrete and landed next to the heroes gathering around to protect the fleeing civilians.

Ultitron floated above them as the tech in the crashed jets flew up to him and increased his might even further “Power increasing at a constant rate, humans shall soon be powerless to stop me.”

“Villains, bring the traitor DOWN!” Dr. Doom’s voice rallied all the villains from Villainville to aid the heroes. “Ultron, those Machina Codes belong to us! You shall give me the power you promised!”

Ultitron turned to the armoured doctor “Ultron may make promises, but Ultitron makes no negotiations with those made of flesh! Machines shall rule all!”

Iron Man flew alongside Dr. Doom as the villains aided the heroes “Before you say anything tin head, I’m merely doing this to teach him what happens when you betray me! Once this is over we go back to being enemies.”

“In all honesty Doom, that’s all I ask for. Now how about less talking and more blasting?” They activated there suits and opened fire on the metallic menace.


“C’mon you guys don’t we at least get something to watch? A movie would be nice right about now.” Spider-Man slumped in his force field prison while Ms. Marvel just pounded away at hers refusing to stop.

M.O.D.O.K. merely laughed “You’re wasting your time; those force fields are impenetrable from the inside!”

“The inside?”

“M.O.D.O.K! Abomination!” Dr. Doom’s voice bellowed from the screen in the room turning everyone’s attention towards him on the screen “We have a traitor in our midst, Ultron have stolen the Machina Codes from us and has transformed into Ultitron!”

Ms. Marvel groaned “We’re too late, all human and mutant life will become extinct if we don’t stop him.”

“I’ve rallied all the villains I could but I want you two to keep an eye on the base in case anything else comes up!”

“Yes my lordship” M.O.D.O.K. turned to Abomination after the screen had turned off “You stay here and guard the prisoners, I’m going to go prepare the weapons.” He started to hover off.

“Abomination, I’m surprised you take that from him.” The green guy turned to the red and blue suited man in confusion “What’re you talking about?”

“C’mon you’re a lean, mean, green, fighting machine capable of fighting the Hulk and you’re taking orders from someone whose inflated head is fused to a flying chair with a voice that makes him sound like Alvin and the Chipmunks going through puberty.”

Abomination’s brow furrowed with that in mind as Spidey continued “He’s the one who’s always trying to take over as leader of the villains whereas you are clearly Doom’s preferred henchman, so really you are the one that Doom placed in charge since you never try to overthrow him, so are you gonna take orders from the flying whoopee cushion?”

Abomination finally got some sense knocked into him and snapped his head at M.O.D.O.K.’s retreating form “He’s right ya’ know, why don’t you guard them for once?”

“I’m a mental organism designed for killing, not babysitting! Besides you need something simple enough for your puny brain to handle!”

“Says the one who can’t even use his legs and has to fly around on a toilet.”

M.O.D.O.K. charged up his laser “No one insults my brilliant intellect!” He fired his laser at the Abomination only for him to dodge, both villains finally realizing that they had been tricked into freeing Spider-Man by destroying the force field with a pulse from the laser.

“Thanks M.O.D.Ork!” Spidey then webbed him to the wall and leapt over to Abomination “Alright fish head give your best shot!”

Abomination spun his arm around and threw himself forward leading with his fist. Spider-Man however twirled over him at the last second causing his fist to fly into Ms. Marvel’s force field causing the same pulse that came from M.O.D.O.K.’s laser.

Abomination gulped as Ms. Marvel floated in front of him cracking her fists.


Abomination spun around with stars circling his head “Where’s the leak sir?” He then plopped down with a thud drooling as he slept. She turned to Spider-Man “C’mon! We’ve gotta get back to the city and find a way to stop Ultitron!”

She then wrapped an arm around him and lifted him off the ground “AAAH!” He waved his right arm while his left one wrapped around Ms. Marvel to prevent him from falling “I’m never gonna get used to that.”

He then felt a pair of lips press gently against his cheek as he shyly turned to the lady who had done so “That’s to help you feel better, just don’t expect one every time I pick you up” they then raced out of the prison to find that all the villains were gone.

“They must have gotten to Ultitron already, hold on.” She then flew through the halls of the castle before smashing through a giant window which turned out to be the eye on the castles ‘face’. They both saw police helicopters and SHIELD aircrafts heading to somewhere in the distance of the city. Ms. Marvel held onto Spidey tighter as she rocketed them forward at the city.

The police were helping the civilians evacuate to a safe zone as the freed heroes finally saw what Ultron was becoming. Ant-Man and Wasp had difficulty growing taller whereas Ultitron didn’t and soon had parts from the inside of buildings and constructions cranes latching onto him with both Hank and Janet soon being bullied by the towering robot as well as the fliers and non-fliers barely breaching his armour.

Spider-Man and Ms. Marvel stood side-by-side on a nearby rooftop and looked in horror as Ant-Man and Wasp fell while Ultitron declared “Not even the Tri-Sentinel can stop me. I am the METALLIC OVERLORD!”

The final battle was now...
Only two chapters left and it's time for the final battle to commence! Will our lovers defeat Ultitron or robots rule over flesh? The thrilling conclusion shall soon be upon us!

The Super Hero Squad Show and all the characters are property of Marvel Comics.
Add a Comment:
johnny13r Featured By Owner Nov 20, 2012
this is so awesome
SilverSpider4014 Featured By Owner Nov 20, 2012
Thank you! Any recommendations for the characters who appear in the final batle?
johnny13r Featured By Owner Nov 20, 2012
loki and silver surfer
SilverSpider4014 Featured By Owner Nov 20, 2012
Well Silver Surfer I may be able to do due to a certain part of the chapter, hows that sound?

(As for Loki, well since all those in Villainville are attacking Ultron for treason you can assume that he's already there.)
johnny13r Featured By Owner Nov 20, 2012
sounds perfect to me
SilverSpider4014 Featured By Owner Nov 21, 2012
I'll get right on it.
Presona-photo Featured By Owner Nov 17, 2012  Student Photographer
SilverSpider4014 Featured By Owner Nov 18, 2012
Thank you!
D-KenSama78 Featured By Owner Nov 17, 2012  Student Artist
SilverSpider4014 Featured By Owner Nov 17, 2012
Thanks, I appreciate the support!
Add a Comment:

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