Chapter 11 - Chapter 10: Masters of Evil

Chapter 10: Masters of Evil

It was a pretty normal day in New York City. The sun was shining, the street bustled with activity as people went on with there day to day lives. And with no crimes or any super villain threats, it was a day for heroes to just be normal people. Something that Ben was certainly happy about.

Ever since joining the Avengers, Ben felt like it was hero time, all the time. Even though Ben loved helping people and fighting bad guys, he was still a teenage boy and needed some R and R like everyone else. And on a day like today it was no exception. It had been a couple of days since the events of Gamma World, and since then the scare of being mutated into Gamma monsters seemed to have made every villain in the world go to ground, laying low until the heat died down. While that would make it difficult for the Avengers to continue their mission to track down the escaped villains, it did give the team some much needed rest and would allow the new members to get settled in.

Currently the teen hero was sitting in a booth at a smoothie bar, sipping on an orange and mango smoothie. Across from the teen hero, was his good friend Carol Danvers, wearing civilian attire. A black shirt underneath a brown jacket with her signature scarf wrapped around her neck, she also wore a simple pair of jeans and black boots. Ben had to admit; it was a nice change from her usual SHIELD uniform. Ever since his fight in the Gamma Dome, Ben and Carol had started spending a lot more time with each other. Whenever Ben got some time to himself, or Carol was off shift, the two teens would get together and hang out. Nothing romantic like that, just two friends spending time together.

While they were hanging, the two teens would talk about various things. Ben would tell her about his past missions in his universe and Carol would tell Ben some of her missions for SHIELD, the ones that weren't classified. Right now, Carol was listening to Bens current story intently, while she drank from her own smoothie. Her eyes widened when he got to a certain part.

"So you went to an alien bar, in space?" she asked, giddily.

Ben smiled as he recalled the memories. "Yep, it was so cool. It was just like stepping into the cantina scene from A New Hope, only ten times cooler."

"So what happened next?" Carol asked, leaning in to hear better.

"Ok, so after we arrived, Kevin met up with on of his old buddies from the days when he was a thief and let it slip that we where transporting the Tiffin. Then that little weasel, called some of the guys that he owed money too and ended up causing the massive fight to get it."

Carols jaw dropped as she took in the information. "So not only did you go to space and go to an alien bar. You got to have a bar fight in space as well? That is so awesome."

Ben grinned as he leaned back in his booth. "Thank you, thank you. But really it was Rath who through the first punch. And then beat the stuffing out of everyone that was there." Ben paused so he could take another sip. "After that we were finally able to get to the planet and then, when we get to the palace, we give the Tiffin to this big, red alien named Jarod. At first, we thought that everything was all right, but then he picks up the Tiffin, and eats him!"

Carol's jaw dropped. "He ate the baby?" she screeched.

Ben chuckled, remembering what happened next. "Yeah, we pretty much had that same reaction. I'm pretty sure Kevin fainted. Anyway, I got ticked off, well, more than usual as Rath, then I jumped up to the guy, opened his mouth, jumped down his throat‚"

Carols face scrunched up in disgust, while Ben just chucked as he relived the moment.

"I then grabbed that little guy, then punched Jarod's teeth out so that I could get us free."

"What happened next?"

"Well, he threatened to declare war on the Lodons if he didn't get his delicacy. And an apology. I reminded him that I had just jumped down his throat; I warned him that if he started a war, I would do it again, and then I'd knit his intestines into a sweater."

Carol covered her mouth in a failed attempt to muffle her laughter. After a few minutes, she calmed down enough for Ben to continue.

"Then we got back to Earth, I gave the Tiffin back to his mom, after that I threatened to beat the crud out of the ambassador; apparently he knew that the Tiffin was a food offering."

Carol's eyes narrowed. She had met a few politicians in her line of work, and she respected most of them. But there were some that had done some questionable things. And it made her sick to see creeps like them in positions of power.

"And then?"

"Well, they left, and then I finally turned back to normal. Kevin said it was because the Tiffin was sending out some sort of signal that messed with the Omnitrix. Apparently he knew the entire time, but never told us." Now Ben's own eyes narrowed. "And then I turned back into Rath."

"You beat him up?"

"Nah, just scared him a little."

Carol shook her head, grinning. "You sure have the craziest adventures."

"Yeah, I do. In my universe, I got into a crazy adventure pretty much every week." The teen hero then became lost in thought. "Those were the days; me, Gwen and Kevin, working together to save anyone we can. Even saving the whole universe a few time."

"That sounds like a bit of an over exaggeration?" Carol stated incredulously.

"I'm serious. I've actually saved the whole entire universe a few times."

"Sure, whatever you say. Alien Boy." Carol sarcastically replied.

Ben groaned, he knew that she wouldn't believe him without proof. So he decided to switch topics. "So Carol, exactly what made you want to become a SHIELD agent?"

Carol raised an eyebrow at the question. "Going into the personal stuff, huh? And you told everyone this wasn't a date."

"It's a perfectly normal question to ask someone." Ben defended, "Why can't a friend ask another friend about their work?"

"Fair enough." Carol said, as she took another sip from her drink. "I guess it all started with my father…"

Ben raised an eyebrow. "Daddy issues huh? I never would have thought." His words gushing with sarcasm.

"What's that supposed to mean?"

"Oh come on, it's so obvious. They way you throw yourself into a fight to take on guys stronger than you. The way you get defensive whenever some guy tells you to hold back. Not to mention you snap at me every time I try and do something any nice guy would do for a girl." Ben stated, listing off his observations with his fingers.

Carols eyes narrowed as she crossed her arms and looked away from the alien hero. Ben continued his rant. "You think that just cause you're a girl you have to keep proving yourself? You've saved my life and you were able to take on a supercharged Gamma mutant for a short time." Ben then leaned forward and gave Carol a hard look. "You don't have to prove yourself to anyone, Carol. Especially to me, I already respect you and if other people don't see that, then that's their problem."

Carols expression softened slightly, no one had ever said anything like that to her, especially a boy. Ben was certainly different than anyone she'd ever met.

After a few moments, Carol let out a long sigh as she dropped her arms and faced Ben. "I'm sorry. But growing up in my house, my father was really old fashioned. He believed that women should only do things like stay home and do household chores. When it came to sending his kids to College, he chose my older brother, even though I had much better grades." She paused to compose herself, her temper rising. She took a few deep breaths before she continued. "After that, I did everything I could too prove that I could do anything as good or even better than any man. Eventually my skills caught SHIELDs attention and I was approached by an agent to be recruited, and with my above average credit score; I was able to join cause you usually need a college degree in order to sign up. So of course I jumped at the opportunity to make my own way in life. Something my dad was not to happy about."

Ben listened intently to Carols story, he never knew that she'd gone through that much. He hated when people were treated badly for the dumbest reasons, like color or gender. In his eyes, if everyone is willing to stand up and do what's right, then they're all equals.

But then Ben remembered something that Carol said. "You said having a college degree is how people 'Usually' join SHIELD. Does that mean there are other ways to get in?"

"Having powers certainly helped your chances." Carol stated with a smirk on her lips. "But also having certain skills and accomplishments under your belt is the most common one. Hawkeye and Black Widow, were two of the best and they didn't have degrees."

"No, one was just betrayed and imprisoned by SHIELD while the other is a HYDRA spy that played you all for suckers." Ben pointed out.

Carol, grumbled and scratched the back of her head. "Yeah, that doesn't really make SHIELD look good. But trust me, SHIELD has done a lot of good for the world and we help people around the world. I know Fury and Coulson can be a little tough to deal with. But…"

Her sentence was cut off by a sudden beeping noise. She and Ben quickly realized that the sound was coming from the alien heroes pocket. Reaching in, Ben pulled out the source of the sound, his Avengers I.D card.

Sighing at his bad luck, Ben pushed the button on the side of the card and the screen turned on the show the face of Wasp.

"Hey, Whirlwind is tearing up the shopping district downtown. You wanna come over to take him down?" Wasp asked.

Ben raised an eyebrow in suspicion. Wasp didn't even ask how he was or tease him about hanging out with Carol. But then again, Wasp told him about how she took down Whirlwind before. Maybe she was just really serious about catching him. But then again…

"You need my help to take down Whirlwind? I thought you took him down without a problem the first time?" he asked suspiciously

"Come on, it'll be fun. Do you really want to pass up a chance to take down a bad guy?" Wasp said, persuasively.

Ben sighed, he really needed to work on a way to say no to that woman. "I'll be there as fast as I can." He said before hanging up.

Ben looked at Carol, who had a disappointed look on her face. "Sorry about this." He apologized.

"No, it's ok." Carol responded holding up her hand. "You're an Avenger, it's to be expected. Like you say, it's Hero Time." She then gave the teen hero a playful wink.

"Hey, don't go stealing my lines." Ben retorted as he exited the booth. "I'll catch you later, ok."

"Punch that windbag in the mouth for me." Carol called out ask he walked away.

"Sure thing." Ben replied giving her a thumbs up as he exited the Bar. The teen hero then walked a few passes before turning down an ally and pulling up his mask. He then activated the Ultimatrix and began scrolling through the icons until he found the alien he was looking for.

"It's Hero Time." Ben then slammed down the dial and in a flash of green light; Ben was replaced by an alien around his height. Its hands, legs, part of its head, and chest are colored blue. It had spikes on its hands and legs. It also had black mask-like fins around his green eyes. It had a triangle-shaped nose, and a thunderbolt-like design down his chest. The Ultimatrix symbol was on its chest.

"FASTTRACK!"

The alien then disappeared in blue blur as he used his super speed to zoom through the city to the location where Wasp was. In a few minutes Fasttrack arrived at where Wasp said she was. An abandoned construction site, the heroine in question was standing in the center of the site, full sized and was just casually standing still.

Fasttrack stopped right in front of her and then tapped the Ultimatrix dial, turning human in a flash of light. "Hey Wasp, got your message. So where's Whirlwind?"

Instead of answering in her usual quirky, fun loving attitude, Wasp simply stood motionless in front of the hero, staring at him.

"Uhh Wasp?" Ben said raising an eyebrow and waving his hand close to he teammates face. "You feeling ok."

Ben gasped when suddenly, green mist appeared around "Wasps" feet. The mist then traveled up the length of her body transforming herself into the attractively deadly form of the Enchantress. Ben immediately reeled back in shock as he raised his hand to the Ultimatrix.

"Enchantress." Ben snarled. "What are you doing here? Where's Wasp?"

Suddenly the roaring sound of jets caught his attention as he turned just in time to see Crimson Dynamo land right behind him. Out of the corner of his eye to his right, Ben turned to see an Axe blade appear out of nowhere and cut open a portal for Executioner to step through. Shaking from behind the teen hero made Ben turn around to see Wonder Man, had grown several stories tall, walk up from his right. A shadow then passed over Ben and he looked up to see Taskmaster standing on a support beam of the partially constructed building. He then proceeded to leap down and land on the right side of Enchantress. Ben backed up slightly only to bump into something hard and rough, he turned to come face to face with a very angry looking Abomination.

Ben backed away from the monster until he saw the entire assembly of villains before him. Just then out of the shadows on Enchantresses left, came the final member of the group, Baron Zemo.

"The Wasps fate is the least of your worries Shapeshifter." The former leader of HYDRA said as he drew his sword, promting the other villains to get into battle stances as well.

This was bad. Not only did they have the advantage in numbers, but also caught him off guard. And without the others, there was no way he could outmuscle all of them. One on one he could take them out, but together there was no telling what they were capable of.

So if he can't out muscle them, then he'll have to outthink them. Reacting quickly, Ben activated the Ultimatrix and slammed down the dial.

"BRAINSTORM."

Once the transformation was completed, the genius mind of Brainstorm immediately kicked into overdrive. To the outside world it was only a few seconds, but within Brainstorms mind, hours worth of study and calculations ran through the transformed teens mind. Learning from his mistake from when he first met Taskmaster, Ben spent some of his free time studying the villains of the Break Out. Using the information he learned about them, Brainstorm was able to calculate every possible outcome and every possible move the villains might make, and when it comes to brainpower, Brainstorm was pretty unmatched by most.

As his predictions indicated, Abomination made the first move. The Gamma Villain charged forward, his right fist raised. Brainstorm dodged to the lift avoiding the strike, but ended up in striking distance to the Executioner. The Asgardian bruiser swung his axe in a vertical arc, causing Brainstorm to back up to avoid being cut in half.

This caused Brainstorm to end up in between two support beams of the building. Abomination charged the alien once more and sent a right hook at the crab aliens large head. Brainstorm dodged again causing the monster to hit the support beam instead, denting it at an odd angle making the entire structure groan.

Brainstorm then opened his skull plates and fired a concentrated beam of electrical energy with enough power to push Abomination back into the beam and also stun the monster for a few moments. Once he finished his attack, Brainstorm scuttled away to avoid another slash from Executioners Axe. The crab alien fired another beam at the Asgardian bruiser, however the attack did little harm to him, but succeeded in making him angry. Executioner raised his attack and swung horizontally, aiming to bisect the alien in half. However Brainstorm, was able to leap out of the way, revealing the second support beam behind him. The axe blade sliced right through the metal as if it were hot butter.

Brainstorm scurried away from the building and turned back with a smirk on his face. The two bruisers eyes widened as the sound of groaning metal filled their ears. Dust dropped down in front of them as Abomination and Executioner looked up to see the building shake above them. Reacting to late, the two bruisers were crushed under debris as the building collapsed on top of them.

Without missing a beat, Brainstorm quickly put up an energy shield to block the combined attacks of Enchantresses mystical blasts and Wonder Mans ionic energy beams. Brainstorm grunted from the strain of holding the shield up against the attacks. The crab alien then noticed Crimson Dynamo out of the corner of his eye, he saw the armored villain raise his right arm and a missile launcher deployed out of the wrist. Knowing what was coming next, Brainstorm quickly deactivated the shield and rolled out of the way allowing the mystical and ionic energy blasts to strike a pile of concrete mix bags. The blasts caused the bags to explode, resulting in a large explosion of dust. Obscuring the villains vision, Crimson Dynamo tried to locate his target, but with his visuals down, he had to switch to his scanners. The second he did that, his motion sensors went crazy as it showed his target was right behind him and closing fast.

Just then an electrical current coursed into his armor, while he designed the suit to be able to resist electrical discharges, his systems could still be stunned long enough for Brainstorm to latch onto the armor and send a neurological signal into the armors systems, giving the crab alien full automated control of the armor.

As the dust began to settle, Brainstorm was able to see the outline figures of Wonder Man and Enchantress. Using his technopathic abilities, Brainstorm aimed Crimson Dynamos missile launcher at the two villains and fired a barrage of explosives at them. Enchantress was able to see the oncoming projectiles in time to teleport herself away. Wonder Man on the other hand was not so lucky as he received the full payload. The resulting explosion was enough to put the Ionic villain out of the fight for now.

Brainstorm then sent another surge of electricity into the armor, sending it into an automatic reboot. The Alien Avenger then jumped off the armored villain in order to meet Taskmaster head on. Due to his alien physiology and power set, there was no way Taskmaster could copy Brainstorms moves to use them against him. But even if he couldn't copy his moves, it didn't mean that he couldn't study them in order to predict what the aliens next move would be.

Taskmaster instantly rolled to the side to avoid an electrical blast from Brainstorm, and then proceeded to pull out his pistols and fire several shots, aimed at the aliens exposed brain. Brainstorm barely had enough time to put up a small electrical barrier to block the bullets. The transformed teen then focused his power and blasted the energy in a pulse wave. Taskmaster was caught off guard as the energy pushed him into a crate hard enough to stun him, momentarily.

Taskmaster shook off the dizziness to see Brainstorm, charging straight at him like an angry bull. The mercenary then leaped forward and placed his hands on Brainstorms head, using the alien as a springboard as he pushed himself into a somersault over the alien. In a reflex movement, Brainstorms skull plates opened up and the crab alien fired a beam of electricity at the airborne villain. The attack missed and instead, hit a radio tower on top of a nearby sky scraper, electricity danced across the spire for a second before dying down.

Once Taskmasters feet hit the ground, he turned to face the crab alien and pulled a grenade from one of the pouched on his belt. The mercenary aimed to throw it at the alien hero, however Brainstorm reacted quickly and fired an electrical beam at Taskmasters hand, knocking the explosive out of Taskmasters grip, were it proceeded to land on the ground at his feet. Taskmasters eyes widened at the armed explosive and immediately dove for cover just as the grenade detonated, the shockwave causing Taskmaster to roll away and collide with a support beam from the collapsed building. The mercenary groaned as he slipped out of consciousness.

Now down to only two villains left, Brainstorm calculated that there was a seventy-five percent change that Enchantress will appear behind him and fire a magical ray at him. The other twenty-five percent, leaned towards Zemo attacking from the side with his sword. But due to the fact that Zemo was a former leader of HYDRA, it would stand to reason that he would hold back and let others do the dirty work and only get involved when he felt it was necessary.

True to his predictions, Enchantress teleported right behind Brainstorm and fired a beam of mystical energy directly at the alien. Brainstorm quickly put up a shield to block the attack and then countered with an electrical beam of his own. Enchantress quickly teleported to avoid the beam and appeared only a few feet away from her original spot. Branstorm tried attacking again, but she merely teleported again, reappearing as if to taunted the alien hero.

However, Brainstorm was planning on her using that method as she had a trait for teasing her opponents, and Brainstorm intended to exploit that flaw. Brainstorm fired another beam and, like before, Enchantress teleported away. The second she disappeared; Brainstorm instantly predicted the most likely spots she would reappear and fired a cluster of electrical beams to the various locations. And true to his calculations, Enchantress appeared in one of the spots and was met with a bolt of electricity before she knew what hit her.

The Asgardian Witch, screamed in pain as she fell to the ground defeated. With eighty-five point eight percent of his opponent defeated, Brainstorm turned to the remaining fourteen point two percent, Baron Zemo. The former Leader of HYDRA stood calmly before the alien Avenger with his arms behind his back, as if he didn't just see the Shapeshifter, casually defeat some of the strongest villains on the planet without breaking a sweat.

"Impressive." The Baron complimented. "You are indeed formidable, Shapeshifter. I must admit I underestimated the power that you wield. I will not make that mistake again."

"A pity, you and your associates shall never partake in this endeavor again. I shall incarcerate you in your allocated penitentiary." Brainstorm stated smugly as he moved towards Zemo.

The villain narrowed his eyes as Brainstorm could practically see the evil grin, spread across his concealed face. "I think not, Avenger."

Zemo then brought his hands out from behind his back and Brainstorm's eyes widened. Hanging limply in Zemo's left hand, by only the tip of her wing, was the unconscious form of Wasp. The alien hero stopped dead in his tracks and stared in shock at the sight of his friend in the clutches of the villain. His blood started to boil as Zemo positioned her so that one hand was on each of her wings, threatening to pull them off, should he make any attempt to rescue her.

Zemo, held his gaze at the alien, his eyes gushing with pleasure at the sight of his opponents discomfort. "Surrender, Avenger. Or I will be forced to do something, rather unseemly to this delicate flower."

Brainstorms pincers, clenched in rage. How dare he use someone he cared about as a hostage, if he didn't know that any attack on his part would unintentionally hurt Wasp as well, he would have fried Zemo on the spot. However, instead of letting his emotions get the best of him, Brainstorm started to calculate the best possible strategy for him to save Wasp.

But whatever strategy he would have used, was rendered null when Taskmaster suddenly appeared out of nowhere. The mercenary, leaped up from behind Brainstorm and stuck a circular device to the crab aliens head. Taskmaster then combat rolled away from the alien before turning to face him, a rigger like device in his hand.

"Lights out, hero." He mocked before pressing the trigger on the device.

Immediately Brainstorm, was bombarded by sonic waves emitting from the device. The frequency of the waves were so intense that Brainstorm couldn't think or register anything but pain. In a few short moments, Brainstorm reached his limit and collapsed to the floor. A flash of red light emitted from his body and he returned into human form. Ben groaned as his vision grew dark, the last thing he remembered seeing, was the Villains gathering together, looking down on him with evil grins on all their faces.

In that last few weeks, a lot had changed for the Avengers. Sure they put more villains away and saved the world, but that's a regular week for any superhero team. The notable changes was to the team itself, with the return of Hulk and the addition on Black Panther and Hawkeye, the team was starting to make a real difference in the eyes of the world. But with everything that had happened the team hadn't really broadcasted that fact that Panther and Hawkeye were official members. Something that Hawkeye was actually happy about.

Since joining the team, Hawkeye was a little guarded and jumpy around the other members. Aside from Ben and Hulk, Hawkeye didn't really feel that he could trust anyone, after what Black Widow did to him. But through time, Hawkeye started to lower his defenses around the others, more specifically Black Panther. Since the two had joined the team days apart from each other, the Wakandan King and Archer bonded over the fact that they were both the new guys. And that bond eventually grew to mutual trust after the two of them teamed up and took down the super villainess known as Whiplash. After that the two became fast friends.

Currently the two were talking together on top of a skyscraper. More specifically Hawkeye was talking while Black Panther was sitting cross-legged on the floor, underneath a large tree that had been planted on the roof. The Wakandan King was out of his suit and instead was wearing traditional Wakandan clothes. In front of him were two pots, one filled with a special herb that grew from the tree he was under, and he used the other bowl to grind up the herbs for some yet-to-be–revealed propose. T'Challa grabbed another handful of herbs and dropped them into his bowl to grind while he listened to Hawkeyes current rant.

"Okay, so listen. You realize the Avengers are a complete disaster, right?" Hawkeye asked his friend, who remained silent. "Iron-Man is completely unqualified to lead a team like this. Thor is crazy. The Hulk is a bomb waiting to go off. Ant-Man couldn't be less interested in taking down bad guys. And Wasp belongs on the party circuit. Not in law enforcement."

"You forgot Captain America and Ben." T'Challa pointed out.

Hawkeye, turned to the Wakandan King a little stunned. He, like everyone else, tended to get a little thrown whenever the Panther talked, since he hardly ever did.

But still the cat-themed hero had a point. "Captain America is… well… Captain America. The guy is one of the reasons I joined SHIELD in the first place. Ben… well the kid got thrown into this crazy world with nothing but the clothes on his back. He maybe just a kid, but he's been through more than most of us ever will."

Hawkeye then turned to T'Challa, who still continued to grinned up his plants. The Archer rolled his eyes and walked over the edge of the rooftop overlooking the city. "And then, there's you, you're a king. Sitting here in your… your… What is this place anyway?"

"The Wakandan Embassy." T'Challa answered, throwing some more herbs into the bowl.

Hawkeye sighed in annoyance. "An embassy for crying out loud. What do you care about the Avengers? Are you bored?" he asked as he walked up to were T'Challa was sitting, then proceeded to dip his finger into the paste that the Wakandan King had made and put the plant matter into his mouth to try this special food that he was making. However the second he started savoring the flavor, Hawkeyes adopted an expression of disgust as he quickly spat the horrid tasting food out of his mouth.

"You eat that? What is it?" Hawkeye asked, as he tried to wipe away the taste with his sleeve.

"The juices of the heart shaped herb enhance the senses of the kings of the Panther Tribe." T'Challa explained to his arrogant friend. "And in point of fact, it is applied to the skin. And a lethal poison to those who are not of the royal line."

Upon hearing that, Hawkeye's eyes widened in shock as he gasped while his hand covered his throat. In a state of panic, the Archer quickly ran over to one of the decorative fountains and stuck his head under it, desperately trying to wash the poison out of his mouth.

T'Challa simply remained sitting under his tree and allowed a small grin to cross his face as he watched the Archers humorous antics. Another advantage of remaining quite, not only does it give him an advantage on his enemies, but no one can tell weather he's serious or joking. However his smile faltered when a familiar beeping sounded out from his pocket. It seemed that his quite day was about to get very loud.

Night fell over the city that never sleeps and the inhabitants of Avengers Mansion were no acceptation to that rule. Inside his workshop Iron Man worked tirelessly on his armors. Since becoming Iron Man, Tony had put a lot of work into his armors. Improving them, making them better with each new model he created. Currently he had three armors stored at the Mansion, and several more at Stark Tower. With so many villains in the world, and his painful encounter with Wonder Man, Tony wanted to make sure that he was never to far away from his armors incase he needed to suit up.

Right now he was working on a way to increase the speed in the armors assembly chambers, so he'd be able to assemble his armors faster than previous times. He was only wearing the undersuit of his armor with and armor gauntlet on his right arm. He didn't want to keep turning to see JARVIS's holographic displays to check the diagnostic, so he used the display in the gauntlet to solve that problem.

"No, no, no, the suits have to be in an expandable array." The billionaire told the AI as he worked on the chamber. Interchangeable, too. So I can have any suit at any time, in seconds."

"You only have three suits, sir." JARVIS pointed out.

Tony just rolled his eye. "Sure, now, but what if… Why are you arguing with me? Just reconfigure it." He ordered before returning to work.

"Mansion update. Avenger ID, Wasp, accepted."

"Oh, good. Jan would want me to have more suits. Maybe you'll do what she says." Tony said deadpanned,

" Dyne is not… is not…" The AI usual speech was suddenly cut off by the sound of static, as if someone was messing with his systems.

"JARVIS?" Tony raised an eyebrow at the sudden malfunction in his butlers voice.

"Catastrophic system error." The AI reported over the static before the sound of him powering down was heard.

Tony's mind immediately went on alert, if JARVIS was shutting down, that can only mean that someone has infiltrated the mansion. His hunch was proven right when a large shadow appeared behind him. Tony turned just in time to see a massive armored fist heading straight towards him. The billionaire dodged to the side, causing the assailant to hit the armor chamber instead, easily destroying it.

The genius billionaire looked up to see the towering figure of Crimson Dynamo standing over him. Tony immediately raised his right arm and the gauntlet charged up a repulsor ray. But before he could fire, the hilt of a sword was rammed into the Iron Avengers head, knocking him to the ground in a heap. Tony could barely register the pain he was in, when the cool metal of Dynamos armored fist, wrapped around Tony's head. The amrored villain lifted his enemy of the ground and began to squeeze. Tony cryed in pain as the pressure around his skull built up to the point that he could actually feel his heart being in his head.

Crimson Dynamo, smiled under his helmet. The moment he's always wanted, Iron Man crush by his own hand, was about to become a reality. However before he could end Starks life, Baron Zemo stepped forward.

"No, Dynamo. Not yet."

The Armored villain narrowed his eyes at the Baron, while he did promise the fall of the Avengers and that he would get his revenge. He did not like the fact that he couldn't just take his revenge now. But Zemos plan had, so far been a success. Begrudgingly, Crimson Dynamo lessened the pressure on Tony's head, just enough so that the man's head was no longer in danger of being crushed. The villain then tossed the armorless Iron Man into the wall with enough force to knock him out. The Iron Avenger then fell to the floor unconscious.

Elsewhere in the upper level of the Mansion, Hulk was casually watching TV from his position on the couch. The Jade Giant groaned as a commercial for Dog Food was currently playing, as he grabbed a handful of snacks from his bowl.

"Ugh, stupid commercials." Hulk grunted as he shoveled the food into his mouth.

He watched the advertisement as it showed a dog, happily eating the food put in front of it. Then its master stepped into the shot and knelt down to pet her animal companion. However as the camera panned up, it revealed the Enchantress stroking the animal as her wicked eyes turned to the Hulk.

"Hello again, monster." She said in a teasing manner.

Hulk almost choked on his food at the sight of the Sorceress. Ever since her little mind game she played on him, the mere mention of the Enchantress left a bitter taste in Hulks mouth. Seeing her on screen was enough to send the Gamma Hero into a fit of rage. Hulk immediately picked up the couch and hurled it at the Television, destroying the screen and leaving the furniture piece imbedded in the wall like a dart.

Hulk roared in anger, but his focus on the Enchantress left him blind to Abomination, who snuck up behind him and wrapped his massive arms around Hulk, effectively restraining him. Hulk struggle in a feeble attempt to free himself. But as he did, Enchantress appeared in a puff of green smoke and then with a wave of her arm, a circular portal opened up in front of the Gamma Monsters.

Pulling together what strength he had, Hulk push his arms outward and managed to break free of Abominations grip. However this accomplishment was short lived as the gamma bruiser delivered a powerful blow to the Hulks back with enough force to send the Strongest One There Is, flying through the portal.

The first thing Hulk remembers after passing through that portal was cold. Sub zero, freezing, cold. Like he was locked in a freezer with a giant block of ice. Hulk pushed himself to his feet and checked out his surroundings and saw that he was, in fact surrounded by snow. Miles of snow and ice, along with snow-capped mountains surrounded the green giant. At first he thought that the Enchantress had simply sent him into the mountains like the Rocky's or the Himalayas. But that theory quickly faded when the earth trembled beneath him and a large shadow passed over him. Hulk turned to see the titanic figures of two armed and very angry looking Frost Giants, both standing over sixty feet in height. Hulk looked up in awe at the giants, but then his amazement quickly turned into a sneer. They wanted a fight, and Hulk was itching for something to smash.

Back in the mansion, Captain America was spending, yet another session in the training room. Even though Cap had been dubbed as the Man Out of Time, he was quickly adjusting to life in modern times. Tony and Ben had taken time to catch Steve up with all the things he's missed. While there were something's that the Sentinel of Liberty couldn't get a grasp on like Space Travel and Bluetooth, he was able to quickly understand vehicle operation as he was able to easily learn how to pilot the Quinjet and has grown accustomed to modern technology in his life. He found the Internet particularly helpful, however he couldn't understand why people posted so many videos and photos of cats with grammatically incorrect phrases.

Currently the Super Soldier was running his course, leaping over a trapdoor that opened up in front of him, containing razor sharp spikes at the bottom. He then rounded another corner, which resulted in a missile platform being deployed at the end of the hall. It then proceeded to fire a salvo of explosive warheads, which were met by the impervious might of the Captains shield. The Super Soldier then tossed his signature tool at the turret, effectively slicing right through the steal like it was paper, resulting in its destruction.

Once the shield returned to its owner, Captain America smiled as he admired his handiwork when suddenly the lights in the room went out. Confused, Captain America looked up to the ceiling, wondering if this was a power outage or someone was playing a joke on him.

"Tony?" Captain America called out. However the being that answered wasn't the Armored Avenger. Instead, a response came from a giant axe blade that pierced through the darkness. It would have decapitated the Super Soldier had he not ducked under the blade in motion. Captain America then ran to the nearest wall and jumped onto it, he then proceeded to use it as a springboard to launch himself at his attacker, his shield raise in front of him, making him an airborne battering ram. The Super Soldier rammed into the shrouded form of the Executioner, knocking the Asgardian bruiser off his feet and into the wall, denting it in the process.

Captain America then heard the sound of footsteps, running towards him. Using his heightened senses, the Sentinel of Liberty instinctively tossed his shield at the second assailant. However, much to his surprise, the unknown person caught the shield.

"Saw that coming from a mile away." Taskmaster said as he slid his arm into the straps of the shield.

Captain America was so stunned by the mercenaries reflexes that he was too late to see Wonder Man, as the energy being flew into him and grabbed the Super Soldier by the shoulders and forced him into the wall at the end of the corridor. Captain America dropped to the floor, stunned from the attack. But the Super Soldier refused to give up as he, groggily got to his feet once more. However the villains were not going to give the Avenger an edge as Executioner charged the Captain and swung the flat end of his axe like a baseball bat, colliding with Captain Americas face. The Super Soldier let out a cry of pain as he fell to the floor, slowly drifting into unconsciousness.

But before he could pass out, the familiar form of Baron Zemo walked up to the downed War Hero and leaned over him. "I told you when we last met this wasn't over, Captain. Now it is." His words dripping with venom as the Captain's eyes closed.

Zemo grinned as he stood up, the villains all gathering around their latest victim.

"What of Thor?" Enchantress asked as she cast a magic ring around Captain America, which lifted the unconscious hero off the ground.

"I haven't forgotten, Enchantress. The Thunderer and Ant-Man remain." Zemo casually responded as if taking down the God of Thunder was going to be a walk in the park. The villain then pulled out Wasps ID card and held it up.

"Avengers, assemble." Upon those words, the Card lit up and sent the signal to all who had one. The trap had been set.

For an immortal Asgardian like Thor, there were plenty of things for him to do to occupy his time. Battle demons, vanquish monsters or some other thing that involved fighting in some way. But ever since coming to Earth, the Asgardian Prince found that there was so much more than just fighting and partying. And he found many new interests in his time on Earth. One particular thing seemed to occupy a large chunk of that attention, or rather someone he was interested in.

Jane Foster, a paramedic Thor had met a while back. She was a Caucasian woman with a slender body with short brown hair and blue eyes. She wore a blue paramedic uniform.

Ever since he first laid eyes on her, Thor couldn't help but be smitten by the medical woman. His interest in her only grew when he witnessed her run right into a battle zone with the Wreakers, in order to help an injured officer. She had no powers or combat skills, yet she selflessly ran into danger to save someone else. That act alone peaked Thor's interest in her and since that day, the two had spent quite a bit of time together.

The two were currently walking together in Central Park, Thor had removed his helmet as he walked alongside her, talking about random topics.

"So is your dad still taking his big nap? What did you call it again?" Jane asked.

"The Odin sleep." Thor answered, mentally sighing at the thought of his father. "No, he has woken by now."

"And you haven't talked to him yet?"

"…Nay, Jane Foster. I have not returned to Asgard since we last spoke."

The All Father had been very vocal about his displeasure in Thors interaction with the mortals and had requested time and again for the Thunderer to return to Asgard. Each time, Thor had refused him.

Thor frowned at the thought. "I have been needed here." He stated as he placed his helmet back on his head. "The Avengers are formidable, but the threats they face… It would seem I am needed more than ever."

Jane didn't respond, instead she looked up to the Asgardian Prince. Her eyes full of wonder and strength, a passion to help and protect that Thor respected in her. He couldn't help but feel a connection to her, in his many millennia of life he could not recall ever feeling the way he did about anyone than what he felt for her. Slowly, as if in a trance, to pair began to lean into each other. Their faces growing close, their eyes closing.

Then a beeping sound emanated from Thor's belt, effectively shattering the moment. The Prince of Thunder, mentally cursed technology and its habit of sounding at the worst of times.

Thor reached into his belt and pulled out his Avengers ID card, which flashing like neon sign, signaling that the team is being called together.

"This card is troubling. Iron-Man's technology is constantly making noises at me." Thor grumbled as he glared at the card.

"I think they're calling you, Thor." Jane said calmly as she placed her hand on his. She then gazed up at Thor and gave him a gentle smile. "Like you said, you're needed."

Thor returned her smile, however he still mentally cursed the technology for the interruption. The Thunder God then hefted his hammer, spun it by the strap and the shot into the night sky. Jane watched him go as her warm smile, melted into a sad, disappointed expression. That card really was annoying.

It didn't take long before Thor reached Avengers Mansion. The Prince of Thunder floated over the roof of the institute before gradually descending down. As he approached the skylight, the glass panels opened up to allow Thor to enter and land at the center to the main hall.

"Ho, Avengers. Ho, computer. Thor has arrived." The Asgardian announced proudly, a little curious that the others were not present to meet him.

"Welcome Asgardian." a cold slimy voice, greeted from behind him.

Thor turned to see Baron Zemo, descending the main staircase. Standing tall with his arms behind his back like he owned the place.

Thor's eyes narrowed as he recognized the villain before him. "I know of thee. You are Captain America's foe. Zemo."

"You may call me master." Zemo stated. The masked villain then narrowed his eyes and made a downwards gesture with his hand.

"Now, kneel before me." He ordered.

"Are you mad, mortal?" Thor stated incredulously, "Thor kneels before no one."

Suddenly a bright light illuminated to Thor left, catching the Thunderer's attention. The light source revealed itself to be a magic circle, which then proceeded to rise up to reveal Wonder Man. Soon other circles appeared around the Asgardian Prince, teleporting in the other members of Zemo's team of Villains.

Enchantress then walked over to Zemo and placed her arms over Zemo's shoulders in a playful manor.

"As I said, kneel before your masters." Zemo commanded.

All around Thor, the villains readied their weapons and powers for a fight they knew was coming. Thor's eyes narrowed as his hand tightened around Mjolnir.

Without missing a beat the Villains charged. Thor responded by slamming his hammer into the ground, creating a shockwave that knocked Abomination, Wonder Man and Taskmaster away. Thor then swung him hammer in a one hundred and eighty degree angle and smashed Crimson Dynamo away with ease. Thor then proceeded to toss the hammer at the Executioner, however the Asgardian brute was able to use his axe to knock the mighty weapon off course and send it flying straight to Enchantress. The witch then raised her hand and cast a spell, which stopped Mjolnir dead in its tracks. The hammer floated in the air for a second before falling to the ground with a load clank that echoed throw the hall.

Thor's eyes widened at the display of power, distracting him long enough for Dynamo to recover and fire several missiles at the Thunder God. Thor was able to dodge the first missile but the other projectiles hit their mark, stunning him. Not allowing him time to recover, Executioner ran up and tackled Thor to the ground. However as the two landed to the ground, Thor positioned his feet under the Executioner and used the momentum to kick the brute off him and send him flying into Crimson Dynamo.

Thor then got to his feet, but then was attacked by Taskmaster, who used his own shield to perform the flying battering ram move Captain America used earlier, to knock the Thunderer off balance. Thor was then blasted by ionic energy, courtesy of Wonder Man, who's power was able to blast Thor into the awaiting arms of Abomination. The Gamma mutant, put Thor in a hold as Executioner came over and restrained Thor from the front. Thor struggled against the villains, but before he could muster the strength to break free. Wonder Man aimed his hands at the Thunderer and fired a powerful blast of ionic energy into his face, rendering the Asgardian unconscious. Abomination and Executioner released their hold of Thor, allowing the unconscious hero to fall to the ground at the feet of Zemo and his Masters of Evil.

Meanwhile, out side the mansion and unknown to the villains, Hawkeye watched the entire scene with his portable spyglass, from his position on a building ledge overlooking the mansion along side Black Panther.

As the Archer witnessed the Masters of Evil, drag the unconscious body of Thor away he lowered his spyglass. "Well, that's not good." He simply stated. "All right, we call in SHIELD, go in with the Hulkbuster gear…"

"And destroy the city in the issuing battle as well as seal the fates of our captive teammates." Panther interrupted.

Hawkeye sighed, he hated to admit it, but Panther was right. Calling in an army to fight a group of villains, each one capable of taking out an army, will most likely put the city at risk.

"Well, what do you recommend?" Hawkeye questioned.

Black Panther, turned his head to oneside as if to ponder their options "We follow the plan." He answered.

Hawkeye let out another sigh. This plan was defiantly risky. But with their teams lives hanging in the balance, all he could do was put his faith in it.

When you spend most of your life hating someone and that someone beating you, time after time. You can't help but feel like a bragging child, when the person you hate is lying defeated under your foot. That is how Zemo felt at that moment, after fighting him for what felt like a millennium, the Masked Demon had finally defeated Captain America. Now the Baron held the Captains signature shield on his right arm like a trophy as he made his way to the elevator to go to where his enemy and his allies were being held.

He approached the entrance to the elevator, which was guarded by Crimson Dynamo and Wonder Man. Even though they had defeated the Avengers, there was still an off chance that something could spoil their plans and Zemo was not taking any chances.

As he approached the entrance to the elevator, Wonder Man turned towards the Masked Demon "What are you going to do, Zemo?"

"Do not be so troubled, my Wonder Man." Zemo replied calmly. "All you need to know is that if you do as I say, you will get your humanity back." He then turned to Crimson Dynamo. "And you needn't worry either, Dynamo. You can have Iron-Man. I have a much bigger appetite."

Zemo started to walk forward, only for Dynamo to move in front of him, blocking his path.

"When?" Crimson Dynamo asked, his patience wearing thin.

"When I say so." Zemo replied in a deadly tone, almost as if daring the armored villain to defy him.

Dynamo narrowed his eyes behind his visor and for a second it looked like he'd actually try something. But the villains conscious won that internal argument and the armored villain stood to the side allowing Zemo to pass.

Down in the Assemble hall, the captured Avengers all sat unconscious in chairs, surrounded by mystical rings created by Enchantress that paralyzed their bodies to prevent them from moving. Iron Man, Captain America, Wasp (now back to human size) and Ben, were all bound to chairs. Thor was bound to the table; with mystical bonds on his arms, legs and waist, to ensure that there was no chance to the Thunderer from escaping.

Ben groaned as he conscious mind returned, his eyes fluttered open as his vision came into focus. He raised his head and saw the green ring around him. The memory of his fight with the Villains and his capture quickly came back to him. He looked around the room and saw his captured teammates, instantly deducing what happened to all of then and breathing a sigh of relief that Wasp looked unharmed. He also took note that he couldn't feel any part of his body below the shoulders, no matter how much he struggled.

"Well look who's finally awake." An all to familiar voice called out, catching the teen heroes attention. Standing in the dark corner of the room, partially concealed in the shadows, eyes staring through his skull shaped mask, was Taskmaster.

The mercenary stared at the teen hero from across the room, like a hungry predator. He then walked out of the shadows and up to Ben. "I was hoping you and I would get a chance to talk before the others showed up."

Ben simply looked unimpressed as the mercenary stood before him. If the teen was worried in any way, he didn't show it. He wouldn't give the villain the satisfaction.

"Didn't think you'd show your ugly face around here, Tasky." Ben taunted putting on a smirk. "After the butt kicking I gave you last time, I thought you would have crawled back into your little cave."

Taskmaster's eyes narrowed. "You may have beaten me in our last encounter, Shapeshifter. But after tonight, the Avengers will be no more and I'll get my prize."

Taskmaster turned his gaze to the Bens left wrist; the teen followed his gaze and realized he was looking at the Ultimatrix. Ben then gave the Copy Cat villain an incredulous look.

"Did you completely forget what happened last time you and your goons tried to take my watch?"

"No, but unlike last time I now have the resources to get it." Taskmaster leaned in confidently. "Face it, kid. You've lost."

Ben raised an eyebrow. "Really? Cause I don't take orders from a guy with a sock on his head. So who's the looser here?"

Taskmaster didn't respond. At least, he didn't respond with words. Instead the mercenary rammed his fist into Ben gut. The teen hero gasped as the wind was knocked out of his lungs as his coughed up some spit.

"I've had enough of your smart mouth. Perhaps I should shut you up the hard way." Taskmaster snarled as he grabbed Ben by his hair and yanked it up, forcing the teen to face him. Taskmaster then cocked back his fist, preparing to deliver a nasty haymaker to the young hero's face. Ben clenched his teeth in pain, and braced himself for the strike.

However before Taskmaster could harm the Teen. The doors to the Assembly room open and Zemo, Enchantress and Abomination entered the room.

"That's enough Taskmaster." Zemo ordered. "I promise you will have your prize and your revenge, when all this is over. But for now we need him conscious and unspoiled… for now at least."

Taskmaster looked at Zemo for a second, then turned back to Ben, who gave the mercenary a smirk, taunting the villain to hit him again. Taskmaster's eyes narrowed as he released his grip on the teens hair and walked away from him.

"That's right. Run back to master like a good dog." Ben mocked, making the mercenaries blood boil. Taskmaster clenched his fist as he mentally counted the seconds before Zemo allowed him to take that kid out.

The Masked Demon then proceeded to walk over the unconscious form of Captain America, pick up a glass of water that was on the table nearby and splash the water into the Caps face. Captain America gasped at the sudden chill and quickly shook his head to regain his consciousness. He then looked up to see Zemo, glaring down at him with glee.

"Zemo." Captain America snarled.

"Welcome back, Captain." Zemo greeted as the Super Soldier noticed his unconscious team members around him. He eyes locked with Bens who gave the Captain a nervous smile.

"You've got me, Zemo. There's no need to involve anyone else." Captain America tried to reason, in an attempt to spare his friends.

Despite the fact that his face was covered, Captain America could clearly see the evil smirk on Zemo's face. "Ah, but the Avengers are already spoken for, Captain. You're new friends have made powerful enemies."

To punctuate Zemo's point, Taskmaster drew his sword and held the edge against Ben's neck. Captain America's expression grew worried at the sight of the young heroes situation. If he angered the villains, then his teammates may pay the price.

Captain America turned his attention back to Zemo. "What do you want? The war is over. After all these years, is revenge on me really that important to you?"

"Yes." Zemo simply responded. "But now, Captain, I've been promised the world. And you will live just long enough to see me have it."

Meanwhile on the surface Crimson Dynamo and Wonder Man remained at their position at the elevators entrance, while Executioner patrolled the halls. The Asgardian brute paused for a second, believing that he heard movement somewhere. However he quickly dismissed it and continued his march. But just as he rounded the next corner, a shadow passed along the floor and headed towards the guarded elevator.

Back with Wonder Man and Dynamo, the Ionic being noticed movement out of the corner of his eye and turned just in time to see a shadow pass by the doorway. He shared a look with Dynamo, who also noticed the shadow, and the two silently agreed to investigate, leaving their post unguarded. However just as the two left the room, the dark silhouette of a man ran straight into the elevator, heading down to the lower levels.

Crimson Dynamo and Wonder Man walked into the center of the main hall, scanning the room for any signs of the intruder. Unbeknownst to them, the shadow of a cat-like being rose up behind them.

Back in the assembly hall, Thor groaned as his eyes opened. He quickly realized that his hands were bound and immediately struggled to free himself. His futile attempts were quickly halted when a hand softly grazed his left arm and slowly traveled along the arm, across his chest before arriving to his face.

"Shh, be at ease, my love." The Enchantress whispered in a seductive tone. "You are safe with me."

Hearing her voice, Thor's eye widened. He looked up and sure enough, the Enchantress was leaning on the table next to his face, gazing down at him with lust filled eyes. "Enchantress? What are you doing, Amora? You are an Asgardian, not some lackey to a mortal villain."

The Asguardian witch simply smiled in a playful manner as she spared a quick glace in Zemo's direction. "Zemo is but a toy to be discarded when I tire of him."

"What do you want?" Thor asked, though at the back of his mind he already knew the answer to that question.

Enchantress leaned her head over Thor's, gazed into his eyes as she place her hands on either side of his face. "You of course. You have always been my heart's desire. We could leave Midgard and Asgard behind, and we can be together."

Thor's eyes narrowed, Amora had gone to extremes in her pursuit for his affection. But allying herself with these villains and taking his friends hostage is something he could never forgive.

"I say thee nay." The Thunderer bluntly stated, turning his head away from her.

Enchantress would have made another attempt to persuade her love. But Zemo noticed her antics and walked over to confront her.

"What are you doing, Enchantress?" he questioned.

Unfortunately, she was not the only one who questioned Zemo's orders. "It's a mistake to keep them alive, Zemo." Abomination stated aloud, interrupting the Masked Demo.

"I will not be questioned by you, Abomination." Zemo responded, not even bothering to face the Gamma Villain.

Abomination growled as he grabbed Zemo's shoulder and forcefully turned him around to face him. "Don't ignore me. You got no powers, no strength. You're nothing. So why are you giving orders to us?"

It was at that moment that Taskmaster decided to throw his two cents in. "I agree with Scaly. The Avengers are done and so is this mission."

Zemo's eyes narrowed. "The Hulk is still alive, but the bigger threat is Ant-Man."

Abomination threw his head back and laughed. "Ant-Man? If you're worried about Ant-Man, then we really are better off without…"

He never got to finish his statement, as Zemo slammed Captain Americas shield into the gamma mutants arm, causing him to reflexively release his grip and hold the appendage. The Masked Demon then swept his leg, knocking Abominations feet out from under him, causing him to fall on his chest. Abomination rolled onto his back only to see Zemo's sword pointed at his head.

"Ant-Man is the last Avenger." Zemo stated clearly. "He's a threat.

And you wish to know why I lead? Because I am better than you."

"Better that some of us. But not all." Taskmaster chipped in. earning a glare from Zemo.

Abomination, however gave Zemo a confused look. Did he mishear, or did Zemo miscount?

"Ant-Man is not the last Avenger. There's two more."

At that moment a trick arrow flew from nowhere and hit Abomination directly between his eyes. Electricity sparked out from the projectile, shocking the gamma mutant into submission.

Zemo turned to see more arrows flying in his direction. Using his sword and stolen shield, he easily deflected all of them. Taskmaster attempted to block the arrows in the same manner as Zemo, however the second his blade made contact with the projectile, it exploded in a shower of teargas. The mercenary groaned in pain as the gas blinded him. He then proceeded to stagger away desperately trying to remove the substance from his eyes. One of the arrows shot towards Enchantress, who simply teleported away, reappearing next to Zemo. The two watched as Hawkeye jumped down from his position in the roof and landed on the conference table.

"Okay, that was a good move." Hawkeye stated, referring to Enchantresses teleport.

Ben, smiled at the sight of the Archer. "About time you got here. I was running out of insults."

"Yeah, we would have gotten here sooner. But I had to go back for my lucky quiver." Hawkeye quipped as he drew another arrow.

Enchantresses snarled at the Archer as her hands surrounded themselves in mystical energy. "You are worm food, mortal!" she screamed as she fired a magical bolt at him.

Hawkeye leaped away to avoid the bolt and fired an arrow at the Enchantress. The Asgardian witch fired another mystical beam that intercepted the arrow, incinerating it.

Just then, Crimson Dynamos voice sounded from the radio on the table. "Zemo, another Avenger is inside the mansion. A Wakandan."

The Masked Demons eyes widened in surprise. He was completely unaware that there were two more Avengers. No matter, they were still outnumbered and outmatched.

The battle on the upper levels was not going in the villains favor. Black Panther had the element of surprise on his side and his Vibranium weaponry made him a formidable foe to the villains.

Currently the Wakandan King, was firing Vibranium energy blasts from his daggers, forcing Crimson Dynamo to back up.

"Some one crush him!" the armored villain ordered. In response, Wonder Man stepped forward and fired an ionic blast at the cat-like hero. Black Panther quickly back flipped to avoid the blast and landed on the side of a pillar. He then jumped further up the pillar to avoid the axe strike from executioner, who's blade imbedded itself into the marble. Black Panther then leaped down on top of the Asguardian as the fight continued.

Back with Hawkeye, the Archer was not doing to well. With his advantage gone, he was starting to get overwhelmed by the villains. He figured that by disabling Abomination and Taskmaster, he wouldn't have a problem. But Zemo and Enchantress proved to be more than a match for him.

Zemo, quickly closed the gap between him and Hawkeye and slashed at the Archer with his sword. Hawkeye had to switch to close quarters combat, something that was a little outside his comfort zone, and used his bow as in a similar manner to a staff to block Zemo's strikes. However Zemo was able to out maneuver the Archer and kick him into Abomination, who had recovered from his initial shock. The Gamma Mutant proceeded to wrap the Archer in a bear hug and stared to squeeze. Hawkeye clenched his teeth as he felt his body about to be popped like a balloon.

"I owe you some payback, Robin Hood." The Gamma Monster said, smiling at the Archers pain.

"Please, I'm begging you." Hawkeye pleaded as he gasped in pain. "Brush your teeth." He quipped, which only made the Gamma Mutant angrier.

At that moment Iron Man, finally regained consciousness and took in his surroundings. His eyes fell on the group of villains just in time to see the rest of them enter the assembly hall with a beaten Black Panther slung over Executioners shoulder.

"Hawkeye, are you insane? Why didn't you bring in SHIELD?" Tony stipulated.

Hawkeye and Panther were both thrown to the ground next to each other and Hawkeye shot the Wakandan an irritated look. "See, I knew it." He stated.

Zemo stood before the two heroes in a superior manner. "Ah, the SHIELD agent and the Wakandan King. You should have walked away from the Avengers before it came to this. Now, you must be punished."

At that moment Black Panther stood up defiantly and glared at the villains.

"I am an Avenger, and I will meet my end with pride." He announced unwavering.

Zemo then turned his attention to Hawkeye and pointed his sword at the Archers throat. "I'm gonna meet mine kicking and screaming." Hawkeye sarcastically remarked.

Zemo narrowed his eyes as he lifted the blades tip, forcing Hawkeye to stand as well. "You choose, Captain. Which of your teammates will be the first to taste my blade?"

"You know what, Zemo? I want to go first. I'm tired of listening to you." Hawkeye bluntly stated.

"Amusing." Zemo responded dryly. "Did you really believe the two of you could defeat all of us?"

"Weird." Hawkeye remarked as he turned to Panther. "Purple puss here seems to think we were trying to defeat him." He then turned around to acknowledge Ben. "You hear that, kid."

"Yeah, I heard." The teen hero responded, smirking underneath his mask. "What a bunch of dweebs."

"He is misguided." Black Panther concurred before turning his attention back to Zemo. "We were not trying to defeat your team, Baron. We were simply allowing Ant-Man uninterrupted access to his lab."

"Yeah, we picked him up from the Wakandan Embassy while you tools were starting your little siege here. He just needed to get a few things." Hawkeye added.

The Villains eyes widened as they all turned towards the entrance to see Ant Man standing before them, a high tech gun in his right hand.

"Surrender, Zemo." the scientist ordered, aiming the gun at them. "End this before anyone gets hurt."

It was at that moment that Wasp regained consciousness. The size-changing heroines eyes widened the second she saw Ant Man confronting the villains. "Hank? Are you crazy? Run!" she yelled hysterically as she struggled against her bonds.

"Relax, Wasp." Ben casually said, causing her to look at him questionably. "All part of the plan."

Zemo, ignored the teen heroes statement and instead focused on the last Avenger, he gestured to Wonder Man. "Tear him apart!"

The Ionic being then charged forward to engage the size-changing hero. Ant Man responded by activating the weapon in his hand, turning the dial on the side causing the nozzle to glow with yellow energy.

"Sorry, Simon." Ant Man said as he fired a beam of yellow energy at Wonder Man. The ionic villain screamed in pain as his entire body became unstable, falling apart like he was blown away by a strong gust of wind. Once Wonder Man was down, Ant Man discarded the weapon and activated his Pym Partical Belt, shrinking down until he could hardly be seen.

"He's shrunk down." Zemo stated, turning to his comrades. "Dynamo!"

Crimson Dynamo held up his left hand, which then transformed into a multi barrel cannon. Dynamo then used his scanners to search for the minuscule hero, easily detecting him and opened fire. Ant Man was able to dodge the energy blasts and made a bee line straight for Abomination. Ant Man activated the Pym Particles once more, surrounding himself in a blue glow.

Abomination noticed the blue light heading towards him and immediately got into a fighting stance. "Come on, bug." he challenged, a confident smirk on his face. However that confidence was quickly shattered when he noticed that Ant Man didn't stop growing. Abomination was so stunned at the sight of a now sixty foot tall Giant Man, that the size-changing hero easily kicked the Gamma Mutant like a soccer ball. Abomination screamed as he was booted through the wall and into the cavern roof.

Giant Man had little time to muse at his accomplishment as he was instantly bombarded with multiple energy blasts from Crimson Dynamos cannons. The Colossal Hero crossed his arms to shield himself as the Armored villain advanced.

The attack did not last as Black Panther threw a Vibranium dagger at Crimson Dynamo, which exploded knocking the villain off balance. Black Panther then proceeded to lay down covering fire, while Hawkeye worked on trying to free Thor from the magical restrains. However due to the fact that the former SHIELD agent knew nothing about magic, he would have had better luck trying to break a steel door with a stick.

His futile attempts were interrupted by a magical blast, courtesy of Enchantress. Hawkeye leaped out of the way and combat rolled across the floor to where his bow was lying. The Archer quickly drew an explosive arrow and launched it at the Asgardian witch. The projectile detonated on it target, knocking her to the ground, dazed.

With the Enchantress out of commission, the mystical bindings holding the Avengers dissipated, freeing the heroes. Once he regained feeling in his body, Ben instantly activated the Ultimatrix and found the perfect alien.

Slamming down the core, Ben transformed in a flash of green light. In his place stood, what looked like a huminoid pile of green slime. It had two arms and legs. It also had a head, but with no other features other that its two green eyes. Floating above the alien was a silver UFO like device that hovered a few inches above its head. The Ultimatrix symbol was positioned on its chest.

"GOOP!"

The new alien quickly took the shape of a pile of slime and the UFO flew forward, trailing the slime behind it. He was followed by Wasp, who had shrunk down and flew after him, and Captain America. Iron Man didn't join the others, instead he ran to the main doors and exited the room.

"JARVIS, activate remote recall! Mach 7!" Tony called out to the AI, who somehow managed to reactivate himself.

"Remote launch activated." JARVIS confirmed as the chamber containing the suit in the armory activated.

Goop came to a stop a few feet in front of Taskmaster and returned to its original form. The mercenary hefted his sword and slashed at the alien. However instead of avoiding the strike, Goop allowed the blade to hit him. The blade sliced right through the alien, effectively bisecting it. Taskmasters eyes widened as the two halves of the slimy body remained suspended for a second before reforming as if nothing happened.

"Nice try." Goop said cheekily. "Now it's my turn." Goop then lashed out with his right arm, in a wide arc. Taskmaster was able to easily avoid the attack, causing the alien to strike the ground instead. The sound of hissing was heard as the mercenary noticed that the section of the floor that the alien had struck had completely melted.

"Acid." The Teen Hero stated, as if reading the villains thoughts. "let's see if you can copy this." He then swung his arm like a whip, extending it twice its length, and aimed it straight for the mercenary.

Back in the main hall of the mansion, Mjolnir lay were it fell after Thor was defeated. And since no one but Thor is able to life the enchanted weapon, there it remained. That is until the Enchantresses spell was broken, allowing Thor to call for his signature tool, the hammer rose into the air, before smashing straight into the floor, plowing through concrete, steel and earth in order to reach it master. The Enchanted hammer plowed straight throw the walls of the assemble hall, were it glided into the powerful hand of Thor the Thunderer.

The Prince of Asgard glared down at the Enchantress, who regained consciousness moments ago and now looked up at the Thunder God with fear.

"Thor, you would not harm me would you?" said the Enchantress, attempting to use her silver tongue to escape Thors wrath.

Thors eyes narrowed at the witch. "Nay." He responded, making the Enchatress smile. But then Thor spun his hammer in the air and then pointed it to his right, releasing an energy wave that formed into a portal. Out from the portal, strolled a panting Hulk. His head and shoulders covering in frost and a large ice shard in his hand. The Green Giant panted clouds of vapor as he started to warm up.

Thor turned to Enchantress and gave her a sly grin. "But my friend might."

Whatever fear Enchantress had for Thors wrath was instantly drowned out by the overwhelming sense of fear she had for the Hulk.

Hulk let out one more puff of steam, before he opened his eyes. Almost immediately his attention landed of the frightened face of the Enchantress. His face grew hard as his fatigue vanished, replaced by shear rage for the one who sent him to that frozen hell.

"You." Hulk growled venomously. He then reeled back and let out a mighty roar as he charged towards the Enchantress.

"Executioner, I need you!" Enchantress called out, her eyes wide with fear. Responding to his lady's call, the Executioner charged the Hulk, ramming the gamma Avengers away just as he was about to smash the Asgardian witch. Executioners eyes narrowed at the Hulk as his axe head glowed red.

The moment Captain America was freed; he made his way straight to Zemo, who was currently engaging Hawkeye in a duel of sword and bow. The Archer backed away from Zemo's stab only to leave him open for Captain America to leap and tackle the Masked Demon to the ground.

"I'd like my shield back now. It needs to be cleaned." Captain America remarked as he grappled with Zemo for the circular shield. Eventually Captain America was able to pry the shield off Zemo's arm and use it to block a sword strike from the villain as they locked weapons for another standoff.

All throughout the room, Villains and Avengers were battling it out. Black Panther narrowly evaded getting blown apart by missiles fired from Crimson Dynamo, Thor was locked in a magical duel with Enchantress, Hulk was duking it out with Executioner as Wasp fired singers into the brutes face to distracted him and Ben was having a fierce game of acid tag with Taskmaster, who decided to spice things up with explosives.

Meanwhile, above the battle a purple cloud was starting to form. In a few more seconds the cloud began to form a solid shape, and then eventually formed the humanoid form of Wonder Man, the effects of Hanks weapon finally wearing off. The ionic being then turned his sights towards Giant Man, who was moving to assist Thor after the Enchantress blasted the Thunderer with her magic. Wonder Man used his own growing powers and soon reached the same height as Giant Man. The energy villain shoulder tackled the size changing hero into the wall and the two titans wrestled to over power each other.

During the struggle, Giant Man was able to talk to the ionic being. "Simon, I'm glad too see you up and about, but what are you doing with these people? You're a good man, you don't want any part of this."

"I don't have any choice." Wonder Man admitted begrudgingly

"They're the only reason I'm even alive. And if I want to stay alive, I do what they say."

Suddenly Wonder Man felt a stinging sensation in his back. The ionic being turned to see Iron Man blast through the wall and rocket straight towards the giants. The Iron Avenger then fired his unibeam at Wonder Man, forcing the energy villain back. Wonder Man stumbled a few feet before regaining his balance and shrinking down as the other villains regrouped around him. The Avengers mirroring the same on the other side of the room.

Zemo glared at the heroes. Panting in rage, he had them, he had the Avengers defeated at his feet. And now because of one unseen variable that victory was stripped from him.

"How?" the Masked Demon breathed. "How could this have happened? I sent the signal. Why didn't the two of you enter the mansion with the Thunderer? Tell me!" He demanded.

Hawkeye shrugged. "We can't really take all the credit. It was the kids idea." The archer clarified gesturing to Ben, who turned back to human after the Avengers gathered.

All the villains eyes widened. "That's impossible." Taskmaster stated. "The kid was unconscious the whole time, no way could he have orchestrated all this."

"Oh really?" Ben smugly stated, crossing his arms over his chest. "Think back, Tasky. Remember during our fight and I missed you with that lightning bolt? Yeah I didn't miss." Ben couldn't help but grin at the dumbfounded faces each villain. "That bolt, contained a neurological signal that broadcasted to Panther and Hawkeyes ID cards when it hit that radio tower. Since I only had a few nano seconds, I could only send like ten gigabytes of my plan to them, because Brainstorm predicted that Zemo would have no idea that Hawkeye and Panther were Avengers. You guys lost before your little attack even started."

Right now Ben wished he had a camera, the expressions on each of the villains were priceless. Zemo gripped his sword so hard that he was practically shaking with rage.

"Destroy. Them. ALL!" Zemo screamed as he and the villains charged forward. The Avengers responded in full, Ben scrolling through the Ultimatrix, and just as the heroes and villains clashed, he slammed down the dial, erupting in a flash of green light.

"HUMUNGOUSAUR!"

Wonder Mans eyes widened as a giant, brown, scaly fist, slammed into him, sending him flying into the ceiling. The owner of the fist was a 12 feet tall, beige colored, humanoid dinosaur. The Ultimatrix symbol was positioned on his chest.

The transformed teen had a satisfied grin on his face as he swatted Executioner away with his massive hands. However a crashing sound caught the teen heroes attention as he turned to see Abomination burst through the wall. Humungousaur narrowed his eyes as he turned to face his opponent. Seeing the alien hero, Abomination bared his teeth like a wild animal. The two bruisers stared down each other, like they were in some kind of western movie. Abomination made the first move as he charged forward his right fist raised, Humungousaur mirrored the gamma villain's move. The Alien and Monster quickly closed the distance between them as they both threw their punches, their fists slamming into other resulting in a powerful shockwave that ruptured through the room.

It didn't take long for the fighting to spread throughout the entire mansion. Iron Man and Thor, engaged Wonder Man in the Qui Jet hanger. Wasp and Black Panther fought Crimson Dynamo in the Armory. Giant Man and Hawkeye battled Executioner and Taskmaster in the training room. Captain America dueled Zemo in the Assembly hall. Hulk brawled with Enchantress in the Lab.

Finally in Humungousaur and Abomination's wrestling match which had started in the Assembly Hall, a powerful uppercut from Abomination sent Humungousaur hurtling through the wall and outside into the cavern. The dinosaur alien groaned as his picked himself of the rocky ground and looked at the hole he just came through just in time to see Abomination leaping after him.

"Lucky punch." The teen hero stated, wiping some drool away from his mouth. He then stood up and got into a fighting stance.

"You out of your league, kid." Abomination gloated, cracking his knuckles. "I'm stronger than the Hulk and more skilled. You've got no chance against me."

Humungousaur simply smirked. "Think so. Then let's see you pick on someone three times your size."

Then Humungousaur started to grow and as he did, his dinosaur features become more pronounced, growing Stegosaur-like plates on his back, a crest on his forehead, and spikes on his tail. Also, on his shoulders three plates separate and grew, giving him a more ferocious look. In a few seconds, Humungousaur had grown to sixty feet in tall.

Abominations eyes widened at the sight of the giant alien. "Oh not again." The Gamma mutant groaned as the alien charged towards him like a freight train. Not wanting to fall for the same trick twice in a row, Abomination braced himself as Humungousaur's massive fist swung down like a hammer. The gamma villain raised his arms and caught the massive arm, the power of the blow actually forcing the villain into the ground a few inches, stopping it in it's tracks.

Humungousaur's eyes widened, he knew Abomination was strong, but he figured that a hit from Humungousaur at full strength would do more than that. The alien teen then tried to kick the gamma monster, but Abomination ducked under the leg and made his way behind the giant alien. The gamma mutant then grabbed Humungousaur by his tail and, in a tremendous display of strength, swung the dinosaur alien around several times before tossing him into the cavern wall with enough force to cause a small earthquake.

Abomination grinned as he ambled towards the downed Hero. "You may have surprised me before, Alien. But when it comes to strength, you're nothing compared to me."

Humungousaur coughed as he pushed himself to his feet. While hating to admit it, this guy was way out of Humungousaur's league. Like the first time he went up against the Highbreed. But unlike last time, he had an Ace up his sleeve.

"If that's true. Then it's time to go Ultimate!" Humungousaur then tapped the Ultimatrix symbol and four spikes popped out. Immediately Humungousaur's body started shifting into an Ankylosaurus-like creature, being about 20 feet tall. It was more buff and muscular than its pre-evolved form, while having camo-green skin instead of tan. It had a dark blue, Ankylosaurus-like helmet with three spikes running down the top, which are silver. On the sides of its helmet, there are black ram horns, pointing down. It possesses a dark blue, turtle shell with long spikes running down each side. Its plated chest and torso are dark blue with five spikes on each end. Its tail has a blue mace on the end of it, with silver spikes.

"ULTIMATE HUMONGOUSAUR!"

Abomination snarled. "Change into anything you want. You still wont beat me."

The Gamma mutant then charged forward, ready to deliver a haymaker to the Evolved Alien. However Ultimate Humungousaur, simply swung his fist into the Abominations gut with such speed and force, that the gamma monster went flying, carving a trench into the stone floor the moment he returned to the ground. Abomination was stunned, both mentally and physically. This Ultimate Humungousaur was magnitudes times stronger than any other alien the young Avenger displayed in the past.

Abomination rose groggily to his feet and prepared for the teen heroes next charge. However, instead of charging to attack him, Ultimate Humongosaur pointed his arms at the gamma villain, his hands then transformed into multi barrel, bio-cannons. The Evolved alien then fired several missile shaped, bone fragments from the bio-cannons, which exploded upon contact with Abomination with the force of several explosive round from a battleship. The explosions sent Abomination flying through the air, crashing through the wall of the Assembly hall and landing right between the clash between Captain America and Zemo.

Baron Zemo's eyes widened at the sight of the Abomination in such a beaten state. He then looked in the direction from were the Gamma Monster came from and saw Ultimate Humongosaur climbing through the opening, his right hand still in bio-gun mode.

The sight of the new alien was the last thing Zemo needed to see to know that this fight was lost. He turned in the direction of Enchantresses battle with the Hulk, who was currently dodging large debris being tossed at her by said Hero.

"Enchantress, we are leaving." Zemo ordered through gritted teeth, as if the words tasted bitter in his mouth.

Immediately, Enchantress stopped her fight and raised her hands, just as Hulk leaped at her with his arms raised. A green magic circle appeared beneath her and she instantly teleported away, narrowly escaping the Hulks crushing blow. Hulk looked around confused at the sudden disappearance of his opponent. All throughout the mansion, the defeated villains began disappearing, one by one. Last to go was Zemo, who gave Captain America one last glare, as if to say 'This is not over' before vanishing.

Captain America narrowed his eyes at the spot where his enemy disappeared from, as Ultimate Humungousaur walked over to him. "Did we win?"

"I think so." The Super Soldier answered.

Ultimate Humungousaur let out a sigh of relief as he tapped the Ultimatrix dial, transforming back to Humungousaur, then again to turn back into Ben. The teen hero stood wobbly for a moment before Captain America rush over to steady him.

"You ok, soldier." Captain America asked, concerned.

Ben looked up wirily at the Super Soldier. "I'm fine. Guess I'm still a little weary from the beat down I got this mourning. It's not easy fighting a bunch of villains while also coming up with a master plan at the same time."

Steve smiled at his young friends spirit. Even after a close call like this, he could still make light of the situation.

The Sun rose over the mansion, but the inhabitants were already in the mood to call it a day. They were battered, bruised and exhausted. While it was only minor, it was still enough for them to hope that no earth shattering crisis comes up today.

Currently they were all in the sitting room, with Ben sitting on the couch with Wasp and Ant Man. The latter looked like he was ready to pass out, while the former was busy looking him over like she was a security officer at an airport.

"Jan for the hundredth time, I'm fine." Ben instead as Jan brushed her hand over his head, checking for signs of a concussion.

"I just want to be sure. Who know what those guys did to you." Jan said with a worried expression on her face. "Maybe there's something that were not seeing. Aren't the most dangerous injuries the ones you can't see? Maybe we should go to the hospital just in case."

"Janet!" Ben announced sternly, grabbing the woman's wrist making her look him in the eye. "I'm fine, ok. I just got a little beaten up. No worse that what the rest of you got. Plus if there was something seriously wrong, I can just go Swampfire to heal my injuries. He's much better than any hospital."

Jan worried expression lightened a little. "Are you sure, Ben."

Ben raised an eyebrow. "Jan, please. I've taken worse beatings than this. I'm tougher than I look. You don't have to worry."

Wasp gave him a hard look for a second before letting out a long sigh. "Ok." She said before giving the young hero a hug, which he returned.

Once she broke the hug she turned her attention to Ant Man, who was lost in thought before the size-changing heroine snapped him out of it.

"So when did you get back from Wakanda?" she asked cheerfully, earning a grin from the scientist.

The moment was interrupted by a groan from Hawkeye as he walked over to the couch and sat down in-between Hank and Jan. "Ugh, you know, I'm not so sure I want to be part of a team I have to rescue every week." He stated in an annoyed tone.

"Perhaps they will elect you team leader now?" Black Panther suggested.

Immediately Hawkeye perked up. "Really? You think?" he asked, getting excited, Panthers humor passing straight over his head once again.

Before Hawkeye could explore the idea of him being the new leader, Iron Man spoke up. "Okay, stop. Everyone stop. Does anyone know what that was all about?" the billionaire asked, now out of his armor.

"Our enemies wish vengeance upon us." Thor stated. "Defeat does not sit well with some."

"That's kind of obvious, dude." Ben remarked.

"I'm not so sure." Captain America argued, placing his hand on his chin. "Zemo. He seems so certain of what he was doing like it was going to put the world right in his hands."

"How?" Tony asked.

"He said someone had promised it to him." Captain America responded in a grim tone.

Everyone looked at each other with worried expressions. It would seem that what happened last night was only the beginning.

Deep in an unknown location, within the laboratory of Arnim Zola, the HYDRA scientist was busy examining something he had in a test tube. Suddenly a green light illuminated behind him and the Bio-Chemist turned to see the defeated Masters of Evil appear. All weary and weak, some even unconscious from their fight with the Avengers.

"I told you not to underestimate them." Zemo berated the group.

"And you didn't account for the Panther and Hawkeye." Abomination snapped back. Immediately the Masked Demon narrowed his eyes and gripped the hilt of his sword. Abomination responded by raising his massive fists, in preparation for the inevitable conflict.

"Enough." The calm, seductive voice of the Enchantress called out, halting the two villains before they could engage. The Asguardian Witch straightened out her headpiece as she nonchalantly walked away from the group. "It doesn't matter. None of it does. For it is all a game. And you've played your parts."

She then proceeded to walk through a set of doors, which closed behind her, with Execution stood guard in front. The rest of the villains shared a look, this was normal as Enchantress usually went into that room for unknown reasons. The others didn't give much thought to the matter as they all had there own agendas and would soon walk out on each other the moment they had it. But still, they couldn't help but wonder what Enchantress was doing while she was in there.

Inside the dark room, Enchantresses hand glowed eerily with magical energy as she created a mystical window that revealed a being, shrouded in darkness. The Asgardian witch kneeled before the being.

"The pieces are in place, My Lord." She reported, an evil grin slithering across her face.

I'm back, and I hope you enjoyed my latest chapter. I'm pretty sure most of you have doubts about Brainstorms and Ultimate Humungousaurs fights, but I would like to mention that I have done my research on all these characters and I wouldn't have written the fights like this if I thought they weren't accurate. But I know that my words wont prevent a flame war so To each, His Own.

Anyway, as always, if anyone has any suggestions and requests for future chapters, Im all ears.

Until next time, CaptainRex75 out.