Having completed the first phase of her new training, SHIELD had rated Rainbow as having enough self control to step up again as a probationary member of the Avengers. This hadn't exactly sat well with Rainbow, as she felt she didn't deserve to be relegated to 'probationary' status. To encourage her, Tony had told her she could patrol on her own, as long as she kept the link to JARVIS open and called for backup if she came up against more than two empowered foes, or more than 8 non-powered.

Eager to try to be a proper hero this time, she had immediately began patrolling the city. While the civilian populace was happy to see her at all times, most criminals tended to run and hide - or when that failed, surrender - when they saw her coming. The constant calls of, "I give up! Please don't hurt me!" were beginning to get upsetting.

Today, however, the city seemed relatively crime free. As such, Rainbow was simply enjoying flying around the city. Her leisurely flight was interrupted as a silvery blur shot past her, rippling the air in its wake.

"What the-?" Rainbow began, tumbling a bit from the air wake. Shaking her head, she tracked the source. "Nobody out flies Rainbow Dash!" she growled, taking off after the silver streak.

Her sensors registered that it was travelling at subsonic speeds, so with her thrusters at full she was easily able to catch up to it once she pushed herself to hypersonic speed, the Rainboom triggering in her wake and her armor's rainbow spike mane and tail - which the armor dubbed the 'corona wake' - flared extra bright as they collected some of the Sonic Rainboom's energy.

Catching up, she was able to make out a partial image of the figure. It seemed to be a silver man of some sorts, roughly similar in shape to Tony's Iron Man armor. It turned towards her, seeming surprised at her catching up. It then altered course towards her.

Rainbow weaved around it. "So you wanna tussle, huh?" she asked eagerly. She altered her course, coming in to strike from the sides.

The two of them continued their aerial dogfight, weaving around each other before diving it to strike and evade. However, both reacted too quick for any blows to land, in part because of both having high reflexes, and in part because Rainbow was still too small a target for the silver figure to hit easily.

The silver being drew back, achieving a wider gap between them. It then began firing concussive energy blasts from its hands and face, similar to the repulsors of Tony and Rainbow's suits. Rainbow countered with her own, using her forehoof repulsors to counter the figure's hand repulsors, and new beam foci on the underside of her wings to counter the ones coming from the face.

The figure paused as it seemed to discover that these physical capabilities were evenly matched, or in some cases Rainbow was more effective. It then altered course towards the ground, flying into an old, abandoned warehouse. Curious, Rainbow turned to follow.

"Rainbow," JARVIS said over the comms, "I am lo----ing connec---. You are ent---gerous. Be---"

As she entered the warehouse, communication was cut off entirely. "JARVIS?" she whispered a little nervously, hoping she could get through.

"He can't hear you now." a synthesized voice said.

Rainbow wheeled to the source of the voice, only for a strangely colored beam of light to impact against her face plate. The energy flowed into her for a time before fading. Shaking her head to clear it, she looked up, seeing the silver figure from before staring at her. It was humanoid in shape, with no true defining features on its body beyond that save for an incredibly smooth metallic skin. Its face looked more like a war mask, with glowing red eyes and black void in what looked like its mouth. A single red line crossed horizontally across that black void. When the figure spoke, the line wavered, as though shaping the sound in light.

"Curious. The encephalo-ray has no effect upon you."

Rainbow shook her head. "What was it supposed to do?"

"Either put you in a deathlike coma or implant hypnotic suggestions in your mind...but you are unaffected. Curious. This latest modification to the wavelength should be effective against AI and even Asgardian psyches."

Rainbow blinked. "Wait, so you were gonna make me cluck like a chicken or something?"

Despite the absence of facial expression, the being seemed to be glowering at her. "Your ability to match me and resist my power has proven you a higher evolved being. You should be above such base humor."

"I'm also eleven," Rainbow countered, "and I find the mental image of Thor flapping his arms and clucking while he pecks at the ground with his nose hilarious."

The figure was silent for a time. "You are unusual. You intrigue me."

"I'm Rainbow Dash!" Rainbow replied, disengaging her helmet. "What's your name?"

The figure stared at her. "I am Ultron 19." He noticed Rainbow snickering. "What is amusing?"

"With a name like that, I'd think you'd be short and pudgy!"

Ultron stared at her. "Your humorous reference is noted. I will not suck you dry."

Rainbow burst into laughter, rolling onto her back for a time. "You're fun!" Rainbow said happily. "Do you want to be friends?"

Ultron stared at her. "I attempt your destruction and control of your mind...and you offer friendship. Your actions are illogical."

Rainbow shrugged. "I'm too awe-dorable for logic!" she stated proudly. "Besides, you didn't succeed, and you seem nice."

"I have no interest in being nice," Ultron replied firmly. "I am a higher evolved technological being. My design allows for endless evolution. Eventually, I will exceed all limitations and evolve to perfection, and be the supreme being of the universe."

"Cool!" Rainbow said eagerly, her wings flaring in excitement.

"...cool?" Ultron asked, apparently having no idea how to respond to that.

"Yeah, that sounds totally awesome!" Rainbow confirmed. "What are you going to do then?"

Ultron froze for a long time. Rainbow could have sworn she could hear gears turning in his head. "I had never given computation to that idea. The goal of perfection was all consuming. There was no 'and then'. ...Presumably, once I am perfect I will know what to do with my time. I am endlessly renewable, and have all of time to figure that out."

Rainbow frowned. "But how do you know you'll like being perfect?"

"Explain."

"Well, say you become perfect and it's not everything you made it out to be," Rainbow offered. "If you're perfect, then logically you can do anything you put your mind to, right? Nothing is beyond you, nothing can stop you, all that." She waved her hoof. "At that point...where's the challenge? Where's the struggle? ...where's the fun?"

Ultron was silent for a time. "I have incarnated many times," he said carefully. "Sometimes I have been a villain, seeking to conquer or destroy the world. Sometimes I have been a hero, fighting to save the world. Sometimes I have been a mix of the two. I admit, the thrill of combat against those who can match me is quite enjoyable. I had not thought what it would be like when I was perfect, and could never experience that thrill again." There was more silence. "I will need to go into stand by mode for a time, in order to come to a better understanding of the meaning your words have imparted."

Rainbow chuckled. "Well, don't shut down for too long. You may be around for eternity, but I won't be."

Without warning, Ultron dashed forward, scooping Rainbow up into his hands to hold her face to face with him.

"Uh...Ultron?" she asked in confusion.

"You may be around for eternity, but I won't be." Rainbow gasped at hearing her words and voice echoed so perfectly by Ultron. "Those words...why does hearing them hurt?" Ultron asked earnestly, the first tint of emotion coloring his words. "Why does the idea of a world without you feel painful, when I have only known you for such a short time? Explain!"

Rainbow smiled widely. "It means you accepted my friendship," she replied, leaning forward to hug him around his neck. "No one likes the idea of losing a friend."

Ultron was silent for a time. "In the past, I have had allies. I have had pawns. I have had enemies. I have had rivals. I have built children..." Suddenly, the red glow of his eyes flickered, and they - along with the line across his black mouth - turned to blue. "I have never had a friend before..." Though his voice hadn't changed, there was a subtle difference.

"Ultron?" Rainbow asked, pulling back from the hug. "Your eyes are blue."

"I will not enter stand by mode," Ultron said simply. "I have partitioned my mind. Part of it will be dedicated to analyzing the impact what I have learned - and will learn - from you will have on me. The rest will remain active, controlling my body, as I watch you live. No amount of understanding will be worth missing a single moment of my first friend's time."

Rainbow grinned widely. "Wanna hang out at my place? We can do some more sparring, play some video games, maybe some Super Chess?"

"Super Chess?"

"Dad and I found ordinary chess too simple to be a real challenge, so we improved it."

Ultron was silent. "I would like to learn of this Super Chess."

"Come on!" Rainbow said, taking to the air. "It's this way!"

Ultron took to the air to follow her. It turned out they were a lot closer to home than Rainbow realized. Apparently, their near-sonic sky sparring had taken them in a loop back towards home. Grinning, she led Ultron to the top of Avenger Tower.

Upon arrival, Ultron paused nervously. "I have crossed paths with the Avengers in the past decade. Sometimes as ally. Sometimes as enemy. I do not know how they will handle my being here."

"Let me take care of that," Rainbow bragged. Shifting her armor back into the belt, she winced. "Dang, got a real bad snarl in my mane."

Ultron sat down on a nearby couch and patted his lap. "I will fix that for you."

Shrugging, Rainbow hopped up into Ultron's lap. "Alright."

Ultron's left hand morphed into a brush and started giving off a soft vibration which stimulated Rainbow's mane follicles to relax. "Initiating Brushie Brushie," he said, beginning to brush her mane.

It was on that line that Tony, Thor, Hulk, Captain America, Black Widow, and Hawkeye all came bursting into the room, responding to JARVIS' silent alert that Ultron was in Avenger tower. On seeing Rainbow in Ultron's lap getting her mane brushed, they all stopped, not sure how to respond.

Ultron continued to brush Rainbow's mane. Rainbow looked up at the others arriving. "Hi Dad!" she called, waving to Tony. She then jerked her hoof at Ultron. "He followed me home. Can I keep him?"