Cherreads

Chapter 31 - Chapter 24 Hail Hydra II

What's this supposed to prove?" Spider Woman asked skeptically.

"This thing is supposed to be a powerful weapon capable of changing reality. Something like that's gonna take a lot of power to pull that off. By that logic, the highest concentration of power is where our super weapon is." Ben explained.

Spider Woman chuckled as a small grin appeared on her rosy lips. "Cute and smart. Carol really got lucky, landing you. I'm almost jealous."

"You think that's impressive. You should see me when the real fight starts." Ben said in a cocky tone. Causing Spider Woman to giggle in response.

Ben turned his gaze back to the sky as he looked at the main ship that Ultron detected the energy signature in. "That's the ship we need to go after. Now all we have to do is take it down."

No sooner had he said that, one of the Hydra jets following the AIM vehicle, got a lucky shot in and destroyed one of the engines of the craft, sending it plummeting from the sky and crashing into the warehouse district in a fiery explosion.

"…Well that's Part 1 of you plan done. What's Part 2?" Spider Woman asked.

Ben was a little stunned by the events that just transpired. But the Spider Heroines words brought him out of that stupor as he gathered his thoughts.

"Right ok. Well I guess next we head to the crash site and get the cube before anyone else gets their hands on it."

"Ok then. Let's get going." Spider Woman said confidently.

Ben nodded as he activated the Ultimatrix and selected his alien before slamming the dial down. Transforming in a flash of green light.

"ASTRODACTYL!" The Pterosaur alien squawked.

He spread his wings and walked over to Spider Woman, with the intention of carrying her to the location.

"Oh Ben, I'm flattered, and I know you're just trying to be a gentleman. But there's really no need. This girl can get by on her own." Spider Woman said politely.

The Alien Avenger gave the Raven-Haired Agent a confused look. "Bawk. But you said that you can't swing on webs. How are you supposed to get there in time without me carrying you? Bawk."

"Like this." She replied confidently.

She proceeded to jump to the nearest building and climbed up the side of it, similar to Spider Man. Then once she was part way up it, she pushed off from the wall and spread her arms, extending the web-like fabric underneath them like wings. To the surprise of the Alien Teen on the ground, the web-wings actually managed to catch her, and she sored through the air, turning to the direction of the crashed AIM ship.

"Bawk! Um, Spiders can't fly, can they?" Astrodactyl asked, albeit rhetorically.

"All known species of the order Araneae are incapable of flight. Though several species are capable of using their silk to glide on air currents." Ultron answered.

"Thanks Dr Roboto. Why don't you tell me all about the other insects that can't fly?" He responded sarcastically as he activated his jetpack and flew after Spider Woman.

"False. The order Araneae is completely separate from the class Insecta…" Ultron started to say as he activated his thrusters to pursue the two Teens.

Meanwhile back at the docks, Iron Man was doing his best to explain the situation to the now acting Director of SHIELD, Maria Hill. If Iron Man was being completely honest, he really wished Nick Fury were here right now. Cause at least Fury seemed to actually support what the Avengers stood for and seemed to be on their side. In his own, paranoid super spy way. But Maria Hill was a completely different story.

"Okay, look. I know you and I got off to a rocky start, Hill, but we need to work together here. The Black Widow says that AIM has created a weapon of incredible power, and we have to…" Iron Man tried to explain only for Hill to cut him off.

"We don't have to do anything." The Acting Director stated snidely. "The Black Widow is a traitor working for Hydra. You expect me to believe her? The bottom line? You Avengers are vigilantes, and unless you join Shield right here and now, you're criminals as well."

Wasp clenched her fist in response to Hill's statement. They are trying to save the city and she actually has the nerve to call them criminals. Not only that, but the longer this conversation goes on, the more Ben is going to get into trouble and she won't be there to save him. But worst of all, SHIELD is now threatening the Avengers. Meaning that once again the Spy Organization is targeting Ben. There was no way Wasp was going to let that slide.

Fortunately for everyone's sake Iron Man noticed this, his armor also informed him that its systems have successfully rebooted meaning all functions were back online.

"I've had about enough of you." Iron Man stated bluntly at the SHIELD Director. "I'm going after the Cosmic Cube, which is dangerous, as it turns out. You're welcome to help. Come on, Jan."

The Armored Avenger activated his thrustors and took to the air, while Wasp gave Maria Hill one last death glare before shrinking down and flying after him.

Director Hill watched them go with a stone-cold expression. Without hesitation she reached up to her communicator and contacted all her agents.

"Take them down." She ordered.

Immediately the Agents present, took off with their jet packs after the two Avengers, weapons armed and ready. Once they had a clear shot the SHIELD Agents opened fire on the pair. The Avengers duo quickly took evasive actions with Wasp weaving though the oncoming energy blasts and retaliating with her stingers, striking one Agent in the chest and knocking him out of the sky.

Wasp and Iron Man then split up forcing the SHIELD squad to do the same, with a majority pursuing the later and only two going after the former.

The Agents chasing Wasp continued to fire on her, but her small size made it almost impossible for them to hit her. Unfortunately for them, they were so focused on trying to hit her, they failed to notice she had led them right into the path of a nearby crane. The Leading Agent let out a scream as he was unable to maneuver out of the way in time and ended up crashing into the metal structure and fell to the ground.

As that went down Iron Man was trying to handle his pursuers. Unlike Wasp who seemed to be venting her frustrations out on the Agents, he was mainly doing his best to lose them. It was in moments like this, he wished he was wearing his Stealth Armor. But as such, he'll need to resort to other tactics. The SHIELD Agents fired their weapons at him, blue energy blasts blasted towards him, his armors sensors alerting him to their proximity.

"JARVIS Shields!" The Armored Billionaire barked at his A.I.

Immediately a transparent blue energy sphere, projected itself around him, causing the energy bolts to impact against it.

Already alarms started to pop up on Iron Mans heads up display, worrying the Armored Hero. Using Energy shields is always a risky move as they put tremendous strain on his arc reactors power supply. The more its used, the faster his reserves will run out, forcing him to stop and give the reactor time to recharge. If he uses up the Arc Rectors power before that happens, then it would be used up completely and shut down, which includes the life support system needed to keep his heart running.

This is why Tony built the armor, using highly durable materials, so he wouldn't need to rely on energy shields all the time. Which is normally fine against small time criminals and certain super villains as bullets and other weapons like that, would simply bounce off the metal. But high-level energy weapons, like the ones SHIELD utilize, they can cause some serious damage if enough of them hit. Meaning Iron Man needed to come up with some kind of solution to this situation before things got too out of hand.

Just then a new symbol appeared on the HUD. Knowing exactly what that information meant, Iron Man knew exactly what he needed to do.

The SHIELD Agents fired another barrage of energy blasts at Iron Man, a majority of them being reflected off his shields. But suddenly the shields appeared to malfunction and deactivate, allowing the remaining bolts to strike the Armored Avenger in the legs, deactivating his thrusters and causing him to fall from the sky.

Iron Man crashed back into the docks, tumbling across the wooden pier before falling off into the water of the bay. The SHIELD Agents chasing him along with Maria Hill, landed on the edge of the pier to examine the area in an attempt to locate him.

Suddenly a cry of pain, called out from behind the squad and Maria Hill turned to see one of her Agents fall from the sky and crash a few meters behind the group. The injured Agent groaned before falling unconscious as a very ticked off Wasp floated down and approached the SHIELD Director. Her hands glowed with energy as she glared at the short haired woman.

But Maria Hill looked completely unfazed by the Size Changing Heroine attempt to intimidate her. Even when she aimed her glowing hands right at her eyes.

"I don't know what your deal is, Hill. But I'm gonna give you one last chance. Stop attacking the Avengers and get out of our way. And if I find out one of your guys, hurt anyone on my team. I will shrink down, fly into your brain and zap it till all you'll be able to do is sip your meals through a straw as you drool into the carpet!" Wasp snarled at the Female Director. The intensity in her eyes indicated that she meant every word.

However, even with that threat, Maria Hill's cold expression remained unbroken.

"No, you got one last chance, Wasp." She responded sternly. Locking her eyes with Wasp as the two women stared each other down, as if daring the other to make the first move.

Their little showdown was interrupted, by the sound of thunder crashing through the sky and lightning, illuminating the heavens as clouds started to swirl above the group, making the Agents, except Maria Hill look nervous. Suddenly several bolts of lightning burst from the clouds, each one landing a precise hit on each Agents weapons, destroying them instantly. The Agents yelped in pain and clutched their injured hands as Thor floated down on the scene. A hard expression on his face as he glared at the SHIELD Agents threatening his teammates.

Out of the corner of her eyes, Hill saw the shadowy form of Black Panther land on top of a nearby cargo crate. Finally, Iron Man erupted from the water behind her, revealing this was his plan all along. To stall for enough time for reinforcements to arrive. Now it was the Avengers that held all the cards.

Wasp continued to hold her glare on Hill, her glowing fists, looked ready to burst from all the power she was putting into them. With Thor and Panther here, perhaps she can finally go and find Ben. But if Hill tries to stop her, what other tricks could SHIELD be hiding up their sleeves to use against them? If she took down Hill, right there and now, maybe the rest of SHIELD will stand down, or she could make Hill order them to stand down. One way or another, she was not going to let anything happen to Ben. Not this time.

"You've got till the count of three, Hill." Wasp threatened as she aimed her stingers, drawing Maria's attention away from Iron Man. "One… Two…"

The tensioned rose exponentially as Hill still refused to budge as Thor and Panther looked ready to fight.

"No!" Iron Man suddenly called out. Flying down to the ground and getting between the women. "Thor, Panther, Wasp, just stop. We're not going to fight SHIELD."

Begrudgingly, Wasp lowered her fists and the energy within them dissipated. Iron Man could tell that tensions were still high in the Size Changing Heroine and he'd rather not have her try to escalate things any further.

"Wasp, go and help the others. We'll wrap things up here." He ordered.

Wasp's only response came in the form of a nod as she took off, leaving other others behind. With his biggest loose cannon out of the way, Iron Man turned to Maria Hill and gave her a hard stare.

"My team is going out there to save the world. Either work with us or stay out of our way." He stated.

Hill narrowed her eyes at the Armored Hero. Then looked down as she activated her communicator.

"This is director Hill to the Helicarrier." She started to say. For a brief moment, Iron Man actually thought he got through to her. That she might actually be willing to listen and work with them for the greater good.

"Fire on the Avengers."

… Or not.

Immediately the ground shook and the sound of churning water could be heard behind the heroes and they all turned around to face what kind of attack SHIELD would unleash upon them.

But to their shock, it wasn't the Helicarrier, it was an Octo-Tank rising out of the bay. Its main cannon charged up as it immediately fired upon the Helecarrier. A massive beam of yellow energy tore through the air and collided with the flying fortress. Even with its heavily armored hull, the SHIELD base would not be able to stand up to that kind of firepower for very long.

"Avengers, save the Helicarrier!" Iron Man ordered without missing a beat and the team instantly leapt to action. Despite whatever issues they may have with SHIELD at the moment, one thing will never change. The Avengers are heroes, first and foremost. No matter what, they will always put the safety of others above all else.

At the same time, the trio of Astrodactyl, Spider Woman and Ultron arrived outside the warehouse of the crashed AIM ship. On route, Spider Woman suggested that they stick to stealth and make sure the room is clear before entering. After a quick scan, Ultron informed them that the only signature he could detect within the building was MODOC. Hearing that, caused the Alien Avenger to grin, as he's been looking forward for a chance to payback the Big-Headed AIM leader for kidnapping him.

The Trio landed on the roof with Astrodactyl and Spider Woman approaching the skylight and peering through the skylight near where the ship had crashed, they saw the remains of the ship, including the bodies of AIM Drones sprawled through the room. Patches of fire where scattered through the building, slowly spreading at a rate that would soon start to compromise the structural integrity.

Just then a pile of rubble started to move and the massive form of MODOC emerged from it. His chair hovering in place as he started to survey the area.

Astrodactyl clenched his fist and started to move on him, but Spider Woman grabbed his shoulder and held him back.

"Not yet. We don't know if he's got that Cosmic Cube thing on him yet." She warned.

The Alien Teen nodded in agreement. Best to wait till they had all the information they needed before moving on him.

The pair watched as MODOC started surveying the area, apparently looking for something.

"Damage assessment, negligible. Searching." The AIM leader said aloud, in a computer like tone.

The Giant floating head turned to a different section of the burning building and gasped as his eyes widened. The SHIELD Agent and Avenger turned their gaze to where MODOC was looking and there, sitting on a pile of rubble, is a small, glowing, blue cube like object.

It was roughly 7x7 centimeters on all sides and emitted a light blue glow. From context, this is no doubt the Cosmic Cube that AIM and Hydra were fighting tooth and nail to obtain. From the look of it, it didn't seem that impressive. But the Alien Teen knew not to ever underestimate something based on its appearance. One thing that the Alien Teen knew, was that there is no way he would let AIM or Hydra get it.

He was about to make his move again, only for MODOC to pause as a voice called out from the smoke.

"The game is over, you disgusting monster." Came of the voice of Baron Strucker as he emerged from a wall of smoke with four Hydra soldiers flanking him. The Hydra leader had his arms crossed behind his back as he stood confidently against his former ally.

"The cube is mine. Had you just given it to me, I would have allowed you a place in my new world. Instead, you get a grave."

In response, MODOC glared at the Hydra Leader in anger as he gritted his teeth.

"I am MODOC. I cannot be defeated!" He roared as the red square on his forehead glowed and fired 5 energy beams simultaneously at Baron Strucker and his troops. Each beam struck its intended target in the head, causing them to cry out in pain and fall to the ground unconscious.

"I am designed only for conquest!"

But the Baron seemed to be a little more resistant for a man his age, as he managed to remain conscious and push himself up from his position on the ground. Lifting his head to see MODOC approach the Cosmic Cube, his stubby arm stretched out to touch it.

"BAWK! That's it. I'm not waiting any longer." Astrodactyl squawked as he blasted though the skylight, above the villain. Deploying his energy whips as he descended and slashed them forward, striking him in the chest, sending him flying back.

"Hands off the glowing box, Mr. Mackey. BAWK! Don't cha know, ya can't open your gifts till Christmas Day?" The Pterosaur-like Alien quipped, as Spider Woman and Ultron dropped down to join him.

MODOC grunted as he steadied himself and glared daggers at the newly arrived heroes.

"The world will belong to AIM! Non shall stand in the way of the genius that is MODOC!" He yelled with pure determination.

"Sheesh, no wonder his head is so big. No way he could contain that much of an ego in a regular sized one." Spider Woman jabbed, which only increased the Artificial Beings already burning rage.

As they were busy dealing with the Floating Head, the group failed to notice Baron Strucker as he reached for his belt and removed a communication device, where he proceeded to activate it.

"Dreadnoughts, destroy MODOC and the Avengers." He commended into the device.

Without missing a beat, three giant metal orbs burst through the opening that Strucker had entered through and positioned themselves around the heroes and MODOC. The orbs then transformed, turning into large 15 foot tall humanoid robots, consisting on swamp green and black metal with a metallic, skull like head in their hunched shoulders, four spikes on their back, large metal arms with the right being a normal hand, while the other is a large spinning drill.

The three war machines bore down on the group.

MODOC glared at the one approaching him, its drill arm whirling with deadly intentions.

"Mindless Automatons. MODOC will not be defeated by you!"

The AIM Leader fired a beam from his forehead, but the Dreadnought activated an energy shield, similar to Iron Mans, that blocked the energy bolt with ease.

As MODOC dealt with one of the robots, the heroes where left to take on the other two.

"So, are we teaming up with MODOC now? That can't be good for our whole Hero image." Jessica quipped as she dodged one of the robot's massive fists.

"BAWK! I think it's more like a two birds' situation." Astrodactyl commented before firing a green beam of energy from his beak at the robot in front of him.

But like with MODOC, the Dreadnought activated its shield and blocked the attack. Seeing how effective the shield is and the fact that Ben had read up these war bots in Hydra's files. He knew just how durable these things are. Durable enough to take anything his current form could dish out.

He reached up and tapped the Ultimatrix Dial, in a flash of green light the Dino Alien turned into the orange furred, muscle bound and all round aggressive feline known as….

"RATH!" The Alien Avenger roared as he glared at the Dreadnought. "Let me tell you something, mechanical robot designed by HYDRA to tear apart it's enemies! You can deflect lasers because they don't have a solid form! But Rath is solid, and by that logic, Rath can hit harder than any laser can!"

Spider Woman couldn't help but giggle at the nonsensicality of Rath's speech. But she couldn't comment as her Dreadnought opened its mouth and deployed a small flame thrower within it. The Metal Menace spewed a wave of fire at the Spider Heroine, but she easily dodged the flames and proceeded to leap onto the Giant Robots back. She lifted her hands up and they began to glow and crackle with yellowish-green electricity. She slammed her hands into the Dreadnought and unleashed a massive bolt of electrical energy right into the War Bot.

The Dreadnought started to jolt and spaz out from the attack as Spider Woman jumped off it. Seeing the display of power, Rath narrowed his eyes at the Raven-haired SHIELD agent.

"Let me tell you something, Spider Woman, Agent of SHIELD who tried to attack me earlier, but is now helping me! Rath is starting to think you're lying about being a spider! Spider's don't shoot electricity on their hands! They shoot them from their butt!" He shouted at her.

"Ugh, gross." Spider Woman, responded with a look of disgust on her face. "Keep your mind out of the litter box, Tony Tiger."

But before Rath could continue ranting, the Dreadnought he was supposed to be fighting, came up behind him, grabbed him by the head and proceeded to flip him over and slam him into the ground, imbedding him partially into the wooden floor.

"Ugh! Let me tell you something, Hydra Dreadnaught that embedded me into the floor! Taking advantage of Rath being solid by burying Rath into other solid material is not cool!" Rath's muffled voice screamed from within the floor.

In response Ultron leaped into action by flying into the Hydra Robot with enough force to knock it off balance.

With his opponents occupied Baron Strucker grinned with delight as he walked over and kneeled before the Cosmic Cube. In this very moment, everything he had been fighting for, everything that Hydra had been working towards. Soon it will all come to be. With just one touch of the Cube, all his desires would be accomplished. With victory so close at hand, the Hydra leader couldn't help but revel for a moment.

"Now, the world will be remade in Hydra's image." He said joyfully as he reached his left hand towards the cube. His devilish grin growing ever wider.

At that very moment, however, Baron Strucker was completely unaware that outside the window to his left, across several city blocks, with a couple of buildings standing between them, Hawkeye had an arrow notched in his bow, with the string pulled back, apparently aiming at the unexpecting Baron somehow. Positioned atop the arrow, holding on tightly and looking quite nervous, was Ant Man.

"You're sure you can make this shot?" Ant Man questioned.

"He'll make it." Widow said with complete confidence.

After their plan to track Baron Strucker failed, Hawkeye and his group had to resort to tracking down the Hydra Leader the old fashioned way. Fortunately for them, Black Widow's espionage provided her with enough information on the Baron to know how he thinks and what his most likely course of action would be. Which would be going right after MODOC to obtain the Cosmic Cube. And thanks to Hawkeyes keen eye sight, they were able to locate the lead AIM ship just before it was shot out of the sky. Somehow Hawkeye was able to see the commotion going on within the warehouse from their distance, including where the Cube was and the Strucker was closing in on it.

So now Ant Man was about to be the first human to be fired from a bow, in order to save the world. The Archer couldn't help but smirk as he recalled how Hank had voiced his skepticism of Hawkeyes skills. Time for the scientist to eat those words.

A simple flick of the fingers and the arrow flew from the bow at high speeds. Ant Man held on for dear life and let out a scream as he shot through the air like a bullet, crashing through windows on one side of a building and exiting though the glass on the other side, blasting across the city skyline, over streets, cars, even a train before finally crashing through the window of the warehouse. Acting fast and calculating the arrows trajectory, speed and resistance from the wind and the number of windows he just crashed through on route, all in his mind, Ant Man launched himself off the arrow, the moment it crossed in front of Baron Strucker, while simultaneously enlarging himself to human size, just in time to deliver a powerful uppercut to Strucker's chin. Knocking the Hydra leader away, as he was mere inches from touching the Cube.

"Baron Wolfgang Von Strucker, you really don't want to touch that. It could be dangerous." Ant Man said condescendingly, a smirk present on his face.

Baron Strucker snarled as he got to his feet, while also wiping the blood from his mouth. He drew his sword and held it aloft, ready to engage his new opponent.

Just then one of his Dreadnoughts was tossed over Ant Man's head, landing just between the two.

Looking back, Ant Man noticed the fight going on behind him. Spider Woman continued to dart around another Dreadnought as, much to his surprise, Ultron tackled a third one away from what looked like the bottom half Ben's alien form Rath, angrily kicking his legs in the air, while the top portion of his body is imbedding in the floor.

His attention drifted to MODOC, as he was the one to throw the Dreadnought, eye burning with rage as he focused solely on the Hydra leader. The Techno-organic being started to make his way towards Strucker, when suddenly a large hand erupted from the floor and grabbed the base of MODOC's chair, halting his advance. MODOC looked down with a shocked expression as Rath pulled himself out of the floor he was partially buried in and proceeded to grab the floating head with his other hand and held him on his side above his head.

"Unhand me, beast! No creature can hold MODOC for long!" MODOC demanded as he pathetically flailed his arms and legs around like a turtle who'd fallen on his back.

But Rath either didn't hear the Artificial being, or was simply ignoring him as his attention seemed to be focused on the Dreadnought that was currently engaging Ultron.

His blatant disregard of MODOC only served to further enrage the villain as his forehead started to glow.

"Insolent Avenger. My mental bolts will tear your mind apart!" MODOC yelled as he unleashed a bolt of energy from his forehead that arched in the air and struck Rath directly between the eyes.

But unlike when the mental bolts struck the Hydra soldiers, Rath had no reaction to the energy pouring into his mind. As if there wasn't a mind to scramble in the violent prone Alien.

Needless to say, MODOC was shocked by the effect, or lack thereof. "Not possible."

"Let me tell ya something, Hydra Dreadnought! You think that's how you bury someone's head in the ground? Rath will show you how you bury someone's head in the ground!" The Alien Tiger roared at the mindless machine. "Chimera Sui Facebuster!"

MODOC yelped in surprise as Rath proceeded to hurl the AIM Leader head first into the ground as such a force, he was blasted through the floor, into the levels blow and also burying him halfway into the solid ground below. The AIM leaders legs kicks wildly in the air as Rath smirked at the comedic display.

His good mood did not last long as a pair of mechanical arms were deployed from MODOC's chair and proceeded to lift the AIM Leader out of his hole.

The Alien Avenger growled as he leaped down after his opponent to continue their fight.

"Let me tell you something, Mental Organism Designed Only for Conquest! Rath just spent ridiculous amounts of time arguing about being solid with a stupid Hydra robot! So when Rath tells you to stay in the ground, you stay on the ground! Unless you want Rath to turn you from solid to liquid!" He yelled on the way down.

With his main opponent taken care of, Baron Strucker turned his attention back to the current hero in his path. A grin appeared on his face now that he had some extra muscle to deal with the annoyance.

"Dreadnought, execute this fool!" He commended.

Immediately the War Bot advanced on the Size Changing hero, its weapons primed and ready to destroy its target.

"Oh, boy." Ant Man said nervously as the Giant Robots shadow loomed over him.

He quickly dodged to the side as the Robot attempted to impale him with its massive drill. He activated his Pym Particles and immediately grew into Giant Man, however given the size of the room and the failing structural integrity, the Size Changing Hero could only grow to about 20 feet in height. At that current size, he was not strong enough to crush his opponent, but he could at least fight it on equal footing.

Not wanting to waste any more time, Strucker swiftly dashed towards the Cube. But in that moment, Captain America and Agent 13 burst through the window and seeing the Baron's advance towards the world changing item, the Super Soldier quickly leaped into action, intercepting the Hydra leader and tackling him away. As Captain America kept the Baron busy, Agent 13 took it upon herself to secure the Cube. But with no equipment to properly contain it, with everything the Captain had told her, she could not risk touching Cube for risk of unintentionally changing reality. Meaning all she could do was stand by it with her pistols drawn and keep anyone that was not an ally away from it.

Baron Strucker tumbled across the ground until he slammed against a stack of crates as Captain America stood tall, looking down on the elderly man. Strucker snarled as he got to his feet and charged the Super Soldier. But due to his old age and Captain America's superior abilities, he easily dodged the Baron and slammed his palm into the Hydra Leaders back, pushing him into a pile of rubble.

The Hydra Leader got to his feet again and faced his long time enemy, rage burning in his eyes. But in his anger, he foolishly rushed the Super Soldier once more where he was easily avoided and swatted by the Super Soldier, tripping over and whacking his head against the hard-wooden crates, appearing to knock himself out.

Captain America looked down at the frail Hydra Leader, despite the fact that they are enemies and all the times that Cap had fought Strucker during the war, he could not help but feel sympathy for the Old Man. All the years of fighting and endless hatred and what did it get him? Beaten in a burning building, all in the pursuit of an item that may or may not work. Hardly a fitting end for any man, even one such as him.

The Sentinel of Liberty walked over to his fallen enemy, grabbed him by the back of his shirt and lifted him up. Intending to at least take him to get medical attention.

But the moment he lifted the Baron to eye level, Strucker's Satan Claw shot forth and grabbed Captain America's face. The Super Soldiers eyes widened as the cybernetic limb glowed and waves of purple energy started to flow from Captain America through the limb and into Baron Strucker. The Elderly Hydra Leader grinned as the wrinkles in his face disappeared and his body grew stronger as his Satan Claw absorbed the life energy from Captain America, like a sponge in water.

The Sentinel of Liberty dropped to his knees as his life force continued to be absorbed by the Baron.

"CAP!" Agent 13 shouted as she aimed her weapons and fired at the Hydra Leader.

Baron Strucker leaped back to avoid the bolts with incredible reflexes as Captain America put his hand out to steady himself as his body shook from having a large portion of his strength taken from him.

Agent 13 rushed to his side, holstering one of her pistols to help Cap to his feet while keeping the other aimed at Strucker. Helping the Super Soldier to his feet, the pair looked over to the Baron as he reached down to his belt to draw his sword.

"Your strength is now mine, Captain. At last, I will finish this." Strucker stated vigorously. The life force he'd just taken from Captain America seemed to have restored his youth.

Narrowing her eyes in anger, Agent 13 took aim with her pistol and fired an energy bolt at the villain. Only for him to easily deflect the shot with his sword, with incredible reflexes, surprising the pair. Clearly the Baron did not just regain his youth from Captain Americas life force.

As the fight went on, Giant Man was having difficulty with his Dreadnought, especially when Spider Woman got tossed in his direction and her Dreadnought chased after her. In an effort to protect her, Giant Man reached out and grabbed the War Bot before it could get any closer to her and used his other hand to keep his own one at bay. But the pair of Hydra robots charged up their long-ranged attacks and prepared to fire them right at the Titan Avenger.

Luckily for him, Spider Woman managed to recover from her hit and glide to safety. This allowed Giant Man to release the Robots and shrink just as they fired, completely missing him.

But as the Ant sized hero descended to the ground from his sudden decrease in size, one of the Dreadnought's deployed its flame thrower and fired a torrent of flames at him. With no way to dodge, Ant Man could only watch as the inferno grew closer and closer to him.

Suddenly Black Widow dove from out of nowhere and intercepted the Small Scientist, grabbing him in her hand as she dived out of the way of the fire. The combat rolled onto the ground with Ant Man safely in her hand. Only to look up and see one of the Dreadnoughts bearing down on the pair, its drill posed to impale the Scarlet Spy.

The drill only advanced a few inches before an arrow struck the Dreadnought right in the head and exploded, decapitating the Robot, causing in to fall to the ground.

Afterwards Hawkeye promptly swing through the window on a grapple arrow, landing on a pile of rubble as he drew a new arrow.

"Everyone relax, I'm here to save the world. Again." The Archer quipped in his usual confident tone. But before he could gloat any further, he let out a yelp and dived across the room in order to avoid a series of missiles that the other Dreadnought fired at him.

The resulting explosion coupled with the fighting throughout the building, the structural integrity of the floor finally gave out as Captain America, Agent 13 and Baron Strucker all fell to the lower level, with the Cosmic Cube tumbling after them.

"CAP! HAWKEYE!" Giant Man yelled, having grown again to engage one of the Dreadnoughts.

Just then Hulk entered the warehouse and leaped over Giant Man to tackle the Dreadnought and proceeded to stomp on its head, crushing it like a tin can, rendering the machine offline.

"See? Fighting is fun." Hulk cheerfully commented. Which only got an annoyed expression from Giant Man.

Just as the Size Changing Hero could attempt to argue with the Green Goliath, the final Dreadnought rose up and aimed its mounted rocket launcher at the pair. But before it could fire, Ultron snuck up behind the Hydra Robot and rammed its fingers into the machines back, penetrating its armor. Red energy started to spread across the Dreadnoughts metal hide in a circuitry like pattern. The Robots eyes flashed red as its rocket launcher retracted.

In that moment, Spider Woman, unaware of Ultron's actions, leaped onto the Hydra robot and charged up her venom blast and unleashed the electrical beam directly into the robots' head. The robot sparked and glitched before finally shutting down and collapsing in a loud crash, alerting the two Avengers in front of her as they turned to look at her.

"So. You guys looking for any new members? Cause clearly you boys need all the help you can get." She said in teasing tone as she posed confidently on top of the downed robot.

"Who's the girl?" Hulk asked.

"I have no idea." Giant Man answered, equally confused.

Down in the power levels, Baron Strucker and Captain America both recovered from the fall and prepared to continue their fight.

The female SHIELD Agent, however winched in pain as she landed on her feet awkwardly and seriously injured her ankle.

Seeing her inability to fight, Captain America took a moment to move her out of harms way.

"I can still fight." She protested.

"I appreciate your valor Ma'am. But this is no time to be reckless." Captain America said commandingly. He then gave her a confident smirk "You fought well today. I'll be sure you hit him extra hard for you."

Agent 13 looked up at the Super Soldier and grinned. "I'll hold you to that, Captain."

Cap nodded as he turned to his opponent, who brandished his sword in preparation for their fight as the Super Soldier hoisted his shield. Despite his weakened state, the Captain had not lost one ounce of his spirit. No matter what, the threat of Hydra ends today.

The two old enemies charged at each other and their weapons clashed. They were so focused on fighting each other, they failed to notice the other fight that was currently going on near them.

Rath and MODOC clashed with each other. With the Alien Tiger ramming into the AIM Leaders energy shield and MODOC retaliating by deploying a pair of laser cannons and blasted Rath with a barrage of energy bolts.

The bolts all bounced off Rath's durable body, but still stung the Brutish Alien. Which only served to annoy the Alien Teen. Rath jumped at MODOC and tried to punch the villain, only for MODOC to activate his shield again to block his attack. The Bio Tech Villain fired a powerful beam of energy from his forehead that sent Rath flying back into a pile of crates, smashing them to pieces.

The Alien Avenger groaned as he got into a seating position. He put his hand on the ground to steady himself, only to feel something crack under his hand. Looking down, Rath's eyes widened as he saw what was inside these crates…. Top of the line Smoothie Machines.

Rage burned within the Alien Hero's eyes as he turned them on MODOC.

"You… Made me hurt the smoothies…" A primal, animalistic snarl passed through his fangs as he got to his feet. He clenched his fists as his claws extended twice their length.

"NO ONE! HURTS! THE SMOOTHIES!" He roared as he leaped at MODOC with such a force, that he created a crater where he was just standing.

MODOC deployed his shield once more to block the aliens strike. Unfortunately his advanced mind could not comprehend the strength of an enraged Appoplexian as Rath shattered the AIM Leaders shield and continued to punch MODOC in the face, with such force that he was sent flying across the room, impacting against the wall and falling down unconscious.

Rath glared at the Bio Tech Villain, panting with rage. But his attention was caught by the sound of metal clanging against each other. He turned to see Baron Strucker and Captain America fighting. Though Cap seemed to be slower than usual and sluggish, like he wasn't at 100%. Regardless of the situation, this was a fight and no way was Rath about to be left out. After all, he still had some pent-up aggression from what MODOC did to him.

Raising his clawed fists, Rath charged towards the two combatants, prepared to take down the Hydra leader with everything he's got.

But as he ran towards them, he failed to check his surroundings as the roof above him started to collapse form the battle going on above him and the fire. It quickly gave up and piles of rubble and even the remains of one of the Dreadnought's fell from the ceiling and landed right on top of Rath, knocking him down and burring him in a large pile of debris. Rath managed to push some of the rubble off himself, exposing his head. But the weight of the Dreadnought landing on his head was enough to stun him slightly and the amount of dust in his eyes, blurred his vision.

As the Alien Hero worked on regaining his senses, the fight between the Hydra Leader and Star-Spangled Avenger continued. And while Captain America may be weakened, he was still able to keep up with Baron Strucker, blow for blow. He even managed to strike the Baron hard enough to send him reeling back.

The Hydra Leader composed himself as he glared at the Sentinel of Liberty, even with the Captain strength added to his own, it would seem that it still wasn't enough to defeat him.

Just then the shifting of rubble caught the Barons attention and he spared a glance in the direction of the noise and saw Rath, groggily trying to free himself. In that moment an evil smile spread across Strucker's face. If his own strength isn't enough to defeat Captain America, then perhaps the strength of the Alien Shapeshifter will.

Baron Strucker reached out his Satan Claw to the Alien Teen, the red metal talons of the cybernetic limb stretched towards Rath's face.

"Rath, Look out!" Captain America yelled. Grabbing his shield in preparation to hurl the disc at his foe to protect the young hero. But given his sluggish state, he wouldn't be able to react in time to prevent the villain from making contact.

Rath heard the Captain's warning and blinked the dust from his eyes as he looked up just in time to see the Claw closing in on him.

Just then a small yellow light flew from out of nowhere and positioned itself between the Claw and Rath's face, causing the hand to grasp it, instead of him. A sudden scream filled the Alien Teens ears as the claw absorbed the life energy of whatever is in his hand. The screaming eventually stopped and Baron Strucker opened his claw.

Time stopped and his breath hitched in his throat as Rath's eyes widened in shock as he saw was fell out of Strucker's hand…

Wasp.

Her body now wrinkled and frail as her life force was almost completely drained from her, Rath's heightened senses could detect that she's still alive and breathing. But it is very faintly and weak.

"Wasp! No!" Captain America screamed. The Patriotic Avenger had a stunned expression on his face as he saw her limb body fall to the floor.

The Alien Avenger could only look at her stunned. She willingly sacrificed herself to protect him. Despite how he was acting towards her, how annoyed he was by her over protective attitude towards him, but he never expected for her to go this far for him.

For the first time in his existence, Rath had no words for this situation. This monster just hurt the first person he considered family in a long time. Now she was laying in front of him, barely clinging to life. Rath looked at the Monster that did this to her, seeing him grow younger and grinning as he stole years of life from her, boiled the Alien Teens blood. So much so that he even considered his current form as a tame punishment for what the Baron deserved.

Reaching up, Rath tapped the Ultimatrix dial and in a flash of green light, turned into Ghostfreak. Though he did not bother calling out the aliens name as he usually does.

After uncovering his eyes from the intensity of the light, Baron Strucker looked up at the Alien form in shock. As Ghostfreak's single eye burned with pure malice at the Hydra Leader.

"You are going to pay for that." The Ghost Alien threatened. His raspy voice sending chills down the Barons spine.

Even Captain America took a step back from the Alien Avenger.

Nevertheless Strucker quickly composed himself as he raised his blade to the Alien.

"Stay back creature! I do not fear you!" He said with conviction.

Ghostfreak narrowed his eye as he advanced towards the Baron. "You should." He said in a deadly tone.

Baron Strucker snarled as he made to swing his sword at the Alien, but that turned out to be a bluff to distract the Young Hero from his Claw as the limb shot forth and grabbed the Alien by the arm. Strucker grinned as now with the Shapeshifters strength added to his own, no man would be able to stand against him.

But the Barons confidence turned into shock as he realised that he could not feel any of the Avengers life force being drawn into him. He could tell the Satan's Claw is working perfectly, but for some reason he wasn't gaining any power from the Alien.

Ghostfreak could practically see the wheels turning in the Hydra Leaders head. As he looked down at the life absorbing limb and back at the Villain, seemingly smirking even if his mouth isn't visible.

"Funny. How you humans seem to think that the concept of life and death is the same for all species." He said in a deadly tone and Strucker's looked up at the Hero in shock as he started to put the pieces together.

The Alien Ghost then leaned closer to the Baron. "Let me spell it out for you. I'm a ghost, I'm not technically alive."

Strucker gasped as he released his grip on the Alien and backed away, his sword raised in an attempt to protect himself from his opponent. The Ghost Alien advanced on the Baron as his arms reached up to his chest.

"You hurt my friend. The gloves are off." Ghostfreak snarled.

He gripped his grey skin on either side of the black line on his body and pulled. The skin pealed back revealing dark grey, purple skin underneath. Baron Stucker, Captain America and Agent 13 all looked in horror as Ghostfreak's protective layer of skin fell to the floor revealing his true form.

A gangly ghost-like creature with long thin arms with four black talon like fingers on each. Black lines covered his chest, but the most disturbing part was that the aliens face is now visible. Revealing a deformed skull that was upside down with a single eye and black lips with deformed teeth jutting out from it. The Ultimatrix symbol is still present on the aliens upper chest.

The Hydra Leader stumbled from shock at the sight of the Aliens true form. His blade trembling in his hand as he desperately tried to hold onto the remains of his courage in the face of this frightening foe.

"B-Back you beast!" He yelled as he swung the blade at the alien.

But Ghostfreak turned intangible and the blade passed right through him. Baron Strucker stumbled from the momentum of his sword. In his panic he swung the blade again, in a vain attempt hit his opponent.

This time, however. Ghostfreak became tangible and caught the blade in his taloned hand. Fear splashed across the Baron's face as with a flick of his wrist, Ghostfreak snapped the blade in half. He then aimed his hand at the Hydra Leader, which started to glow with a purple aura. The same aura surrounded Strucker as Ghostfreak telekinetically lifted him off his feet and slammed him against the wall, then tossed him into the crates with enough force to shatter them.

The Alien telekinetically threw Baron Strucker against the wall, pinning him there, with his arms raised above his head. The Ghost Alien advanced on the Hydra Leader, the claws on his free hand extended.

"I should finish you. Make you pay for the countless lives you've taken." He snarled, stalking ever closer.

Agent 13 looked nervously at Captain America. Hoping the Super Soldier would try to stop the Alien Avenger. After all it seemed that Fury's and Hill's concerns about the Teen may be true. But to her surprise, the Super Soldier did nothing. He simply stood by and watched as the Ghost Alien was about to murder his opponent. Was Captain America really about to let someone be murdered like that?

The Alien Teen raised his talons as Strucker looked at him with fear. But after a moment, the Teen Hero lowered his hand.

"But then, if I did. I'd be no better than you." Ghostfreak said, backing away from the villain. He glanced back at Captain America, who smiled and nodded. The Super Soldier never doubted the Young Hero for a second.

Ghostfreak dropped his telekinetic hold on the Baron as he slid down to the ground. But before he could drop his arm an arrow shot down and struck Baron Strucker in his cybernetic arm, pining it, along with him to the wall.

Strucker grunted in pain as his claw started to spark and malfunction. Suddenly two purple trails of energy started to seep out of the Claw and flowed across the room. As they left his body, Baron Strucker's body started to wither and his wrinkles returned to his face.

The Alien Teen took notice of this and saw how one of the energy trails returned to Captain America and immediately the Super Soldier felt his strength returned to him as he stood tall, letting out a sigh of satisfaction, like he just took a good stretch.

Seeing the Captain regain his strength, Ghostfreak immediately turned his attention to Wasp and saw the other purple energy trail flow towards her. The Alien immediately rushed towards her, turning back into Ben as he did so and kneeled down next to her. He watched as the purple energy flowed into the Size Changing Heroine and her youthful appearance returned to her and breathing stabilised. While she was still unconscious, Ben could see she was ok and back to full strength. The Teen let out a sigh of relief, knowing that she was ok.

Baron Strucker looked up to see all the gathered heroes, looking down at him from the upper levels.

"Strucker, by the order of Shield you are under arrest." Black Widow announced.

"Yeah, take that." Hawkeye said in a snarky tone as he lowered his bow, having fired the arrow that pinned Baron Strucker.

The Hydra Leader glared at the Heroes, more specifically Captain America with pure hatred. His goals almost in reach. And once again this Patriotic fool with a shield stood in his way. Well not this time. Live or Die, Strucker will fulfil Hydra vision.

"Never!" He shouted.

He then tugged with all his might and he tore the Satan's Claw from his arm and shoulder charged Captain America pushing him back as he dashed for the Cosmic Cube. He used his free hand to draw his pistol and dashed towards Ben.

The Alien Teen was so occupied with his concern for Janet that he didn't notice the commotion until it was too late. He turned around, just as Baron Strucker, bashed him in the side of the head with the butt of his gun, knocking him aside, stunning the Young Hero.

"No!" Widow shouted as she started firing her stingers at the Baron. The other Heroes drew their respective weapons and fired as well, Spider Woman with her venom blast, Agent 13 with her gun, Hawkeye with his arrows. But in all the confusion and panic, they failed to coordinate and most of their attacks ended up hit each other or missing the Baron completely.

But Captain America quickly recovered from the Barons attack and immediately rushed towards the Cosmic Cube in pace with Strucker. The Hydra Leader tried to shoot the Sentinel of Liberty, but Captain America easily dodged the projectiles as they both bolted for the Cube.

In desperation they both leaped towards the Cube, with their hands outstretched. The Heroes could only watch helplessly as the pair reached the Cube and touched it. From their position, it was impossible to tell who touched it first. But that didn't matter anymore, as a bright blue light burst from the cube and consumed everything within the area. The Heroes all shielded their eyes as Ben, who managed to recover from his blow in time to see the light as he scooped Wasp up in his hands and held her close as he closed his eyes and braced for the impact.

Ben wasn't sure what it would feel like to have reality altered. But if this was really it, he only wished he could've seen Carol one last time and have a proper talk to Janet. He just wished there was more time.

A few moments passed, before Ben started to realize that he didn't feel any different. Was it because he was from another universe that reality warping in this world didn't affect him? That didn't sound very logical as he could still hear the crackling of the fire in the building.

He opened his eyes and saw that, nothing had changed. The warehouse, the Avengers and SHIELD Agents, even the Hydra soldiers and Baron Stucker himself, remained unchanged.

The Baron and Captain America rose from their position, the Cosmic Cube smoking as it dimly flickered on the ground.

"I-I don't understand." Strucker said as he looked around the room. "Nothing has changed. But - But I touched it, the cube."

Realizing that all his efforts have been in vein, Baron Strucker slumped to the ground and bowed his head in defeat. He had failed. He had given everything to secure a device that did not even work.

"It's over, Strucker." Captain America said as he stood over the defeated Hydra Leader.

The Heroes couldn't help but feel a little overwhelmed. Even Ben despite not living in this world for very long. But for many years the threat of Hydra had been a plague on the world. And now, in one fell swoop, they took them down. The day, is won.

A few minutes later, SHIELD Agent relief teams arrived to start cleaning up after the battle. AIM and Hydra troopers, weapons and technology where all packed up into transports to be properly processed.

Though even though the two most dangerous terrorist organizations where finally defeated. There was still a level of tension in the air. Mainly from the Avengers and SHIELD.

As the team watched Strucker and MODOC loaded up into their respective transports, Iron Man and Maria Hill stood next to each other, with the former having a smug look under his faceplate.

"So, the Avengers took down Hydra and AIM, saved your Helicarrier, and probably the world. Even after you shot at me." Iron Man commented smugly.

"Nothing's changed, Stark." Hill commented angrily. She then turned to face him. "I'm not giving the Avengers a pass. I'm not Nick Fury. I'm going to the president and congress. I want the Avengers registered and working for Shield. And I'm going to make it happen, whether you like it or not."

Iron Man narrowed his eyes at the Acting Director. He could tell she was serious, which made the billionaire question the future and safety of the Avengers. But that's a train of thought he'll have to catch another day. Right now, his team took down the bad guys and save the world. For now, he'd let them enjoy this moment.

As that was going on, Ben was walking around the warehouse. The fire had been put out and Janet had been taken outside to get some medical help, with Agent 13 and Spider Woman keeping a close eye on her. Something the Teen Hero was thankful for. At least there are some SHIELD Agents that are on their side.

As he walked though he noticed that the Cosmic Cube was still lying on the floor. The Teen couldn't help but smirk at the little cube. All this trouble over a device that turned out to be a dud. SHIELD would most likely lock this thing up, which seemed like overkill for something that was essentially a fancy night light.

Taking a quick glance around the room to make sure that he was really alone, Ben reached down and grabbed the Cube in his hand, it felt warm to the touch, but that was probably due to all the energy it used for that lightshow, and tucked it into his jacket pocket, making sure to keep his hand in there in order to make the bulge from the size of the Cube obvious.

He proceeded to walk outside to join the others, seeing Hulk and Ultron standing outside, with Hulk playfully poking the robots head, while it stood there motionless. Captain America was talking to Agent 13, where the two seemed to be getting along very well. Ant Man was sitting beside Janet as she was checked out by medics.

Ben was about to walk over to them, when suddenly a pair of arms wrapped around him and a familiar fragrance filled his nose.

"Our first successful mission together, Benji." Spider Woman said in a giddy tone. "We should think about doing this more often. We make quite the team."

It took all of Bens willpower to not say something he would regret, as the Spider Themed Agent's pheromones started to literally make him weak in the knees.

"If you're trying to give people the wrong idea. You're doing a pretty good job, Jess." Ben responded.

Spider Woman giggles as she let go of Ben and strolled around him till they were face to face. "Just having a little celebration after a big win. You come back to my place, we can have a little celebration of our own."

Her intoxicating aroma really made it hard for Ben to resist her. But he kept his thought's focused on Carol and quickly managed to recover.

"Look, you're a very attractive girl. But if I'm celebrating with anyone. It's gonna be with my girlfriend and your Best friend in case you forgot." Ben stated firmly.

Spider Woman locked eyes with Ben as he stared into hers. A smirk spread across her luscious lips.

"Indeed, she is. Well done, Ben." She said in a serious tone.

"Huh?" Ben blinked in confusion.

"Carol is my best friend. And because of that, I have to make sure that the guys she dates aren't creeps. You've felt the effects of my pheromones. Saw me in this suit and my actions. How many guys you think could resist me?"

Ben took a moment to think about it. If he were being honest, he couldn't think of any sane man alive that would be able to resist that kind of combination. It took all of Bens willpower and thoughts of Carol to keep him from actually acting on those advances.

"So, you're really…?" Ben started to say as the pieces fell into place.

"Oh, don't get me wrong, Benji. I do think you're cute and if Carol hadn't got you first, I totally would've gone for you. But as things are, I just had to make sure you really did care about her. And you do. So well done, you passed." She said happily.

"Um… Thanks?" Ben responded slightly confused. This was certainly uncharted territory for him.

"I'll be sure to let Carol know you're a keeper." She said with a playful wink.

Ben smirked at her statement. "Thanks, Jess. And I hope we do get to work together again one day."

"I'll call you." Spider Woman said flirtatiously as she hopped on top of a nearby car and leaped into the air, spreading her web wings and glided into the air.

The Teen Hero watched her sore with a smirk on his face. "There is no way she's just gliding." He commended to himself.

The Teen then heard the metal footsteps of Ultron, approaching him as Ben glanced at the robot.

"Question." Ultron said, alerting Ben that he was going to ask him something. "SHIELD is a law enforcement organization. Correct?"

Ben raised an eye brow to the Machines odd question. "Yeah?"

"Confusion. If SHIELD is on the side of the law and the Avengers are the same. Then why would SHIELD wish to arrest and detain the Avengers? Are the Avengers criminals?"

"Ah right." Ben said, finally understanding what the robot was getting at. "Well see SHIELD works to enforce the law, but a lot of those laws restrict them from actually bringing Justice to the world. The Avengers work to bring Justice, but we do it in a way that ignores most of those limitations so that we can help people better. But SHIELD doesn't like that and are trying to make us bend to their way of doing things, even if not very effective."

Ultron looked at Ben as he processed the Teens explanation. While Ben admitted it wasn't the best way to explain the complexities of government law and vigilante justice. But then again Ben wasn't really that good with that kind of stuff, even when he was taught it in the Plumbers' academy. Sure, he remembered what the rules and regulations were, but didn't mean he understood them. He just preferred to do things the Hero way and let the police or Plumbers handle the rest.

"That Logic is flawed." Ultron stated bluntly. "If the established system is ineffective in restoring order, then the rules and regulations should be altered to ensure order."

In response the Teen Hero simply shrugged in carefree attitude. "Don't know what to tell ya, dude. Guess humans are just flawed."

With that, Ben noticed that everyone was packing up and starting to head home. He quickly followed suit as there was someone he really needed to talk to, after everything that had happened today. As he walked off, Ultron remained still for a moment as he watched Ben and the other Avengers gather together and seeing the SHIELD Agents head to their own transports, with some giving the heroes some nasty looks.

The Machines cold eyes watched them as he processed all the information he had seen and heard. "Agreed. Humanity is flawed."

As that exchange went on, Captain America and Agent 13 continued their little talk by the SHIELD medical station. The Blonde Agents ankle was examined and lucky for her, it was only a sprain. With a little bit of rest shell be back to field work in no time.

"I'm grateful for your help today, Ma'am." Captain America said in a respectful tone.

In response Agent 13 giggled by the Super Soldiers attitude.

"Please Captain. After everything we've been through, I don't think you need to be so formal with me." She said in a carefree tone.

"My apologies, Agent 13." The Super Soldier responded, though still in a formal tone.

"How about this?" Agent 13 started to say. "How about off duty, I call you Steve and you can call me Sharon?"

"Sharon, huh?" Captain America said with a small grin. "Got a last name, Miss Sharon?"

Sharon gave the Super Soldier a warm smile as she cupped his cheek in her hand. "You'll have to wait and see, Captain."

"Perhaps we should meet each other, when I'm not about to be killed?" The Super Soldier suggested.

The Blonde Agent seemed to ponder the question for a moment, before playfully smirking at him. "I'll check my schedule. And I'll contact you."

"I didn't tell you my phone number?" Cap pointed out.

"Oh, I'm sure I can find a way." The SHEILD Agent teased before walking off. Leaving the Super Soldier as he watched her go with a smile on his face. Things were certainly starting to look up for the Man out of time.

Meanwhile in a back ally in the city, Hawkeye peaked over a corner and watched several SHIELD Agents run passed his hiding spot.

"You're clear." He said as the last one crossed his path. He turned around to see Black Widow emerge from the shadows.

After the battle was over, Hawkeye and Widow managed to slip away before the SHIELD could show up. Despite everything she'd done to save the world, without Nick Fury to clear her name, she was still a traitor to SHIELD and would be arrested on sight. Hawkeye knew too well what it was like to be wrongfully imprisoned. And he wasn't about to let her go through that. But still…

"This is crazy, Natasha. Come back to the mansion with me. The Avengers will protect you until we can locate Fury." He said.

Black Widow walked up to him and gazed into his blue eyes with her deep green ones. And her usual stone-cold expression softened.

"No, I have to find him. Clint, if Fury really is missing, then something terrible has happened." She told him, bowing her head. She then leaned in and placed her hands on his chest.

"Come with me."

Had she asked him that question a few months ago, before he believed she was a traitor. Hawkeye would've said yes without hesitation. Even now, the Archer wanted nothing more than to take her hand and disappear into the night on a grand adventure. After all, he felt as if he'd finally got his partner back, the one person he trusted above all others, the women he….

Anyway, he only just got her back and now he felt like he was going to lose her all over again. He wanted to say yes, he really did.

"I can't." He answered solemnly. "I'm an Avenger. They're my partners now."

As much as he would deny it. He'd really come to trust and respect his new team. Fighting and laughing alongside them. He'd found a level of comradery and trust that he really didn't have in SHIELD. With all the secrets and working in the shadows, he honestly felt restricted in those conditions, never getting to show what he can really do. Guess that's what happens when you grow up in the Circus. But the fact is, in the Avengers, the Archer finally felt free to be who he really is.

Hearing his response and seeing the determination in his eyes, Widow lowered her head in sadness. But she wasn't going to let that be the last memory they'll have between each other for a long time. She was never really that good at talking about or expressing her feelings. And since actions speak louder than words.

Natasha slid her hands around the back of Clint's neck, lifted her face up to his and leaned in. Clint was honestly surprised by the Scarlet Spy's actions, but his body reacted instinctively as he leaned in as well, they eyes closed as their lips pressed together.

The shadows of the ally concealed the Master Archer and Spy as they embraced passionately. Years of emotions that have been building up as colleges, friends, partners, enemies and now something new… Something special.

Eventually the two did separate and Clint was so lost in bliss from that moment. When he opened his eyes, Natasha was gone. Vanished into the night. But Clint didn't mind, he knew Natasha was never one for goodbyes. And he will count down the moments, until he sees her again.

After a few minutes, the Avengers finally arrived back at the mansion. Morning had already arrived in the city as the sun's warm rays crept across the sky filling it with a warm glow. While the Avengers that were human and not enhanced, were tired, after everything that occurred that night, sleep was the furthest thing from their mind.

As the Team disembarked from the Quinjet, Ben noticed that Wasp had remained behind in her seat. Leaning forward, with her hands clasped together with her elbows resting on her knees. Ben looked at her empathetically, now would be as good a time as any to talk to her about what was going on between them. He didn't exactly know what to expect, but he was pretty sure there was going to be a fight. Her overprotectiveness went to the extreme last night as she literally put her life on the line to protect him from getting hurt.

Even though Ben new he would've been able to handle it. He's dealt with beings that absorb life force before, so handling Baron Strucker would have been simple.

But in keeping with her new attitude towards him, she didn't seem to trust him to handle himself. And while Ben had been respectful of her feelings, for just vanishing on her and getting into trouble. This was getting way out of hand. If something like this happened again, with a villain that was stronger than Strucker… Ben didn't want to think what could happen in that situation.

The Teen Hero walked over to the Size Changing Heroine and sat down beside her. Ultron walked over as well and looked down on the Young Shapeshifter, Janet's orders apparently still in effect. Not exactly making this whole situation less uncomfortable.

Regardless, Ben wracked his brain trying to find the right thing to say to her at this moment. But everything he could think of would only serve to agitate her. He needed something that would say…

"I'm sorry, Ben." Janet suddenly said in a soft voice.

Ben froze. He was not expecting that.

Janet raised her head and looked up at Ultron. "Ultron, you can go. Ben's fine now."

"Understood." Ultron simply replied, before walking off and out of the Quinjet.

The Alien Teen looked over to the Female Avenger both surprised and confused. She then turned to Ben and looked at him with a sad expression.

"I'm sorry about how I've been acting, Ben. I know I've been a little overprotective these past few days." She admitted.

"Yeah… Just a little." Ben said awkwardly, breaking eye contact by Janet's clear understatement.

But he turned back to her and they resumed.

"It's just been a little hard for me. I mean, after learning what happened to you and when you confided in me about your family. I don't know, I guess I just started feeling. Responsible for you." She stated.

"I know that must sound weird, I'm not that much older than you and you have been a hero for way longer than I have. But after everything we've been through. All the fun we have, and honestly growing up as a single child, I never really had a brother. So, when you showed your trust in me about your family and came to me about relationship advice and all that. I guess I started to see you as my little brother."

As she talked, Ben couldn't help but get a warm smile on his face. If he were being honest with himself. He felt the same about her. Ever since he arrived in this world and joined the Avengers, she was the only one that was the closest to his age. And on a team consisting of Brainiac's, War Hero's, Anger Management Patients and a literal God. It was hard for the Young Man to be able to properly bond with any of them at first. Janet was the only stable, comfort in his life from day one in this new world. Without her positive fun loving attitude, for all Ben knew, he could've become a stereotypical brooding hero like in a comic book.

The Young Avenger leaned over and wrapped his arms around Janet, hugging her.

"I never had a sister either, Jan." He said warmly. "And I'm so glad I have an awesome one like you."

Janet let out a small gasp as Ben could feel his shoulder getting wet from her tears as she returned his hug. Squeezing him tightly as they stayed that way for a while before breaking apart.

"I'm sorry I worried you." Ben said apologetically. "And while I do appreciate you worrying about me. Maybe we can tone down the crazy overprotectiveness a little bit. I mean I can take care of myself."

Janet giggled as she wiped the tears from her eyes. "Yeah I know. I saw the beatdown you gave Strucker after I got zapped. You were pretty scary there for a while."

"Well yeah, dude hurt my Big Sis. I can't let that go." Ben said cheerfully.

The Size Changing Heroine gave him a warm smile as she placed her hand on his shoulder. "Well I promise to tone down the overprotectiveness, and in exchange you don't keep giving me heart attacks on missions. Do you have to be so reckless out there?"

"Hey, my recklessness saves the world. Be like telling Hulk not to be angry. It's my thing." He replied confidently.

His antics only earned a laugh from Janet as they both stood up and walked out of the Quinjet.

"Well then I guess I'll just have to keep watching your back out there, to make sure nothing bad happens to ya." She said in a teasing tone.

"I'm a big boy. I don't need a chaperone." Ben said in a playful manner.

"Don't talk back to me young man. I'm older than you and you have to listen to your big sister." She said in a joking manner.

"I take it back. You're lame."

In response Janet laughed as she grabbed the younger hero with one arm and used the other to ruffle his hair playfully, causing the Teen to laugh as they proceeded into the mansion. Both happy that they reached an understanding and that their relationship is stronger than ever.

The pair quickly joined the assembled team in the sitting room. Iron Man, sans his helmet, stood by the fireplace, while Giant Man sat on the couch, scooching over to Janet and Ben to sit next to him. Hawkeye and Ultron stood behind them while Hulk, Thor and Panther stood in the doorway. Captain America sat in a single chair as they all went over everything that had happened. Sharing stories of their individual adventures, while Ben, Hulk, Thor and Hawkeye all compared their scores from the number of bad guys they took down. Although Ultron surprised everyone by listing his score, which was higher than everyone else's, much to Giant Mans shock.

At the end of it, everyone was starting to feel pretty tired, as Janet leaned back on the couch.

"I can't believe all of that was for nothing." She said, stifling a yawn.

"Yeah. The cube thingamajig didn't even work." Ben stated, reaching into his pocket to feel the cube, resting comfortably in there. It was going to look great on his souvenir shelf.

"I knew it wouldn't work." Iron Man stated smugly.

"Just imagine though." Giant Man said, with a bit of wonder in his voice. What if they had done it? You can change anything just by touching the cube."

It was a thought that every gathered Avenger, except Ultron, pondered. What would they do if they had that power. Ben didn't need to imagine, as he actually knows what it feels like to have that kind of power. It's not exactly an easy question to answer.

"You touched it, Cap." Hawkeye suddenly said, pulling Ben from his train of thought. "If it had worked, how would you have changed things? What would you have wished for?"

Captain America sat back in his chair with his hands clasped in front of his mouth. After a few moments of thinking. He lowered his hands with a big smile on his face.

"The world did change today. Today the Avengers took down Hydra. Something I was never able to do in my time. And we didn't need wishes to do it."

He then looked over to his team, all of them with smiles on their faces. A feeling of contempt washed over the Super Soldier. For a long time he thought that he would be in the cycle of fighting forever. But right now, he actually felt hopeful. That the world was not one step closer to the peace he spent his life fighting for.

"I wouldn't change anything." He told them.

It was a feeling each Avengers shared at that moment. Despite everything that had happened to them, right now all the pieces seemed to fall into place.

The world and the Avengers, could finally enjoy the peace.

And there it is folks. Hope you all enjoyed this chapter and everything in it.

Now I'm sure you've all got some questions so be sure to message me and Ill do my best to answer them the best I can.

Huge shoutout to Just Q for all the help on this chapter.

Until next time. CaptainRex75 Out!

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