Ben is under Ultron's control, and is on the verge of destroying a crippled Machine Man. Machine Man manages to distract the Thing, momentarily stun Ultron, and grab Jocasta and flee on Ben's jet scooter. MM retreats to his friend Gears Garvin's garage, where some unorthodox (and iffy) repairs are done.

Ultron reasserts his hold on the Thing, and with Ben's help sets about creating an army of adamantium Ultrons. Back at the garage, Jocasta and Machine Man have a nearly romantic moment, but it can't last. The two of them, with Gears Garvin in tow, head back to try to find and stop Ultron. Using Jocasta's abilities, its easy to find them, but Ultron is very aware of their presence. He immediately separates them into two groups, and while Machine Man and Gears face some death, Jocasta and Ultron have a final face-off at which Ultron tries to reconcile with Jocasta and bring her back to his side...