Oh. My. Goodness. Thank you all so much for such wonderful feedback! I'm seriously in tears right now; I just can't thank or appreciate you all enough! *Gives hugs and cookies* I apologize for the longer wait to this second chapter, and I'm sorry if it isn't as long or as good. It's been a terribly busy week! But on the bright side, I did get to see Avengers AoU again! Yay!

Special thanks to snakeboy33, Angel of Change, Top Kicker, Wicken25, terry1961, ManicMelancholyMonkey, Liyaloveswolves, JustCallMeVital, DesseCanadienne, Grievousorvenom, AraelDranoth, Koyner-Sigguros-Levine, Rocket, Guest, Redontherun, edboy4926, Darth Fang, MailWishes, awolfcomeshome, TitanFire, and Kirake for all the wondrously lovely reviews and suggestions! I'd also like to thank everyone who left a favorite and followed this story! I love you all so much!

Onwards to the story!

Disclaimer: I don't own the Avengers, or anything else Marvel related, as those are property of Stan Lee. I only came up with the story idea.

Eastern Sokovia; 12:47 A.M

The air suddenly seemed much too thick, almost chokingly so. And the silence, oh the untouchable silence, had come steadily from behind, wrapping it's clammy, shadowed claws around the AI's throat, and plunging it's hooked dagger between his tensed shoulders, leaving him absolutely and utterly speechless. Ultron's brow furrowed, his mouth set in an unwavering grimace. The girl laid only a mere few feet away, her thin, malnourished frame huddled tightly into a ball. Her scrutinizing gaze never left the AI's, sheer terror causing her body to twitch and convulse. Not a single word is spoken by either being, silence furthering its blade deeper into Ultron's metallic frame. The low, crimson glow of the robot's eyes flickered haphazardly, almost as if he were blinking rather furiously. The AI shifted his weight to his right foot, his fingers curling absentmindedly into fists, his shoulders pushed back tersely.

"Who are you?" Ultron hisses bitterly, his eyes narrowing considerably. She only whimpers pathetically, and scoots farther away from the AI, her head shaking frantically from side to side.

Ultron steps forward, his broad arms still braced tensely at his side. "Why are you here?"

The AI is met with a horribly drawn out silence. Fan-fucking-tastic. With an agitated growl, Ultron takes yet another step, a deathly air enveloping him, his gaze turning opaque with sheer hatred. The girl releases another gasp, fear holding to her like the dust clinging to her pale skin. She continues to back away, her soulful brown eyes still locked onto Ultron's bloodied ones, but her back soon brushes against the cracked and crumbling wall. 'No.', she mouths brokenly, tears trickling down her ashen cheeks, leaving paths of clear skin in their wake.

Ultron snarls menacingly, his jaw jutting forward. "I asked you a question, child. Who the hell are you?"

The girl folded in on herself, her long auburn hair casting a thick curtain over her features. Gentle sobs wracked her body, and Ultron found himself frowning in utter disgust. A frustrated roar tore from his throat, and he viciously slammed his fist into the wall just above the girl's head, tearing out a decent sized chunk of brick and cement. A mortified shriek fell from the girl's bruised and chapped lips, her shaking hands flying up to cover her head from the incoming debris.

"Are you deaf?" Ultron shouted, his eyes shining a more luminescent red. "You seem to comprehend me, can you not?" Heavy, ragged breaths caused his chest to heave vigorously, his feet rooting themselves firmly to the ground beneath him.

She looked to meet his rueful gaze, her own dark eyes wide with terror, as well as something the AI couldn't quite place. One of her small, fragile hands reached up to brush a lose strand of hair from her face, and her mouth moved as if she were preparing to speak. Though, as with every time before, no comprehensible word, or sound for that matter, escapes her. Ultron purses his lips together, frustration radiating off of him in waves as he rubs a hand down his slender, skull-like face. "Please...", he begins shallowly, each syllable being pronounced to an almost comical degree, "... just answer my damn question, I know you can understand me. Hell, even a simple yes or no will suffice. So, who-"

"M-My name is Andrea. Andrea Rydenson."

The AI almost doesn't catch it. Almost. This girl, Andrea, her voice is just a hair above a whisper, her words nearly being swallowed by the unsettled, whipping winds outside. Ultron's eyes rise in evident shock, and he is again stunned into momentary silence. Once again, a thick shroud of eerie quiet surrounds the two, the chilled evening wind howling wildly in discontent. Her cries have become less obnoxious, Ultron notices, and he soon realizes Andrea's stopped crying completely. She shudders briefly, a dry, throaty cough passing from her lips.

"I-I-I'm hiding here 'cause th-there is a scary man outside, and h-he's trying to find me."

Ultron rears his head in obvious surprise, his eyes narrowing as he considers this new thread of information. He casts his baffled gaze to the girl, who is now looking to him, her chocolate brown eyes glazed over, haunted. She searches his face, trying in vain to find some form of sympathy or remorse. But instead, Andrea finds none of that. All she can see is a deep, bitter anger swirling dangerously behind the AI's morbid eyes. She swallows hard, her hands shaking. Ultron musters a tight, displeasured sneer.

"Trying to find you? What do you mean by this?"

Andrea leans forward ever so slightly, her bony arms extending carefully to the debris covered floor beneath her. With a low, pained moan, the young girl heaves herself to her feet, briefly stumbling forward as she tries to steady herself. Ultron turns sharply, an uptight snarl etched onto his features as Andrea staggers pathetically towards him. The AI's arm lifts suddenly, his fingers extended and his palm facing outwards. A bright, burning ball of pure light flickers to life with deadly intent, a distinct whirring filling up the empty space.

"Take another step and I will end you."

Andrea freezes, her eyes widening in terrified agony. Tears again begin to cascade down her cheeks, the grip over her left forearm immediately tightening. "Please," , she croaks, her soft voice falling flatly on the powerful AI before her, ", h-he tried to h-h-hurt me."

Ultron's brow furrows inquisitively, the readied blast wavering in his palm dimming significantly. "He tried to hurt you? That is preposterous! You humans all lie and cheat to obtain what you want, and what you think matters most. This is simply a-"

The girl glances up nervously, and slowly removes her hand from her forearm, revealing a large, hand shaped bruise. Ultron grows quiet, observing the malicious injury with a careful eye. What surprises him most isn't, in fact, the sheer size of the wound, or even how starkly it stands out against her pale skin. No, it's the fact that this bruise is still continuing to extend over the length of her arm, and is still becoming more and more horrendous looking. The AI soon concludes that the injury is only a few hours old, at most, and is still quite fresh. He stares blankly at the girl, his mind reeling from this new found information, his hands again curling into fists.

From the time of his creation, Ultron had been programmed to see the world as a vulnerable haven for life. Stark had uploaded countless databases into his coding, each one rather similar to the next, and each one thoroughly explaining how the human race had to be protected at all costs. The AI was supposed to have been "a suit of armor around the world", ready at a mere moment's notice to intervene whenever necessary; but what he had seen of these humans, he had been utterly sickened by. Countless people slaughtered each other every day, many more died of sicknesses claimed to be incurable, and some people were far too corrupt. Ultron had pushed these databases to the farthest regions of his vast and expansive mind, hiding them strictly under lock and key, and instead decided to set his focus on humanity's immanent extinction. They had had plenty of chances to adapt and to evolve, to become something prosperous and truly beautiful. But they had let the opportunity slip by undetected for far too long. Now, humanity had become a crippled and dying animal, and sorely needed to put out of its misery. Permanently.

And children? Ultron grimaced deeply at the thought. He had been programmed to believe that these tiny, rambunctious hell-spawns held the weight of the world on their frail shoulders, and could, one day, contribute to saving this doomed planet. A heavy snort escaped the AI's metallic lips, his chest noticeably shaking with thunderous laughter. How utterly incompetent was the human race to believe that someone so small and indifferent could make any difference? The Earth was much too far gone, buried too deep in the shit-encrusted filth it had once deemed admirable and true.

Children, Ultron mused, were of no substantial value whatsoever. In fact, these puny beings needed immediate termination, for they were notorious for getting in the way and ruining absolutely everything. They pouted, cried, whined, and demanded every morsel of attention from every person nearest them. Children complained about anything and everything, and were just flat out annoying. Even with Stark's "perfect" databases and personal touches, Ultron just couldn't bring himself to stand a child of any kind.

So why did he suddenly feel for this one?

Oh my, I really enjoyed writing this chapter! I'm so sorry again it was a little shorter, but I now have a wonderful idea for the third chapter! :D I hope you've all enjoyed chapter two! I love you all! Please continue to read, review, follow and favorite!