While Excelsior attempts to find where the Runaways and Victor have gone to, Ultron gives Victor a look into his true history. He explains that Victor's mother believed him to be a prophet and struck a deal where if she helped him rebuild himself, he would build her a son. Victor was built in order to infiltrate the Avengers due to latent electromagnetic abilities and a programmed love of superheroes. He was meant to betray their secrets to Ultron so that together they could finally destroy the Avengers.
Back in reality, Victor has been fighting the runaways through out Ultron's entire explanation. He manages to snap out of it, but Ultron continues to be a pain in their side. The Runaways blow open the roof so that Excelsior can find them and they get involved in the battle as well. However, in the battle, the runaways escape once again and Excelsior destroys Ultron. They decide to become a fulltime team with aid from Rick Jones.
At the end of the story, there were several revelations: Chamber wasn't really Chamber, The Pride is still in existance (headed up by a mysterious black teenager) and Victor is now part of the runaways crew.