Chapter 1: The Alphax

Me: Sooooo this is my first story ever on fanficton so I really dont know how to say and do things so please...

Godzilla: Hmph! dont say any more my friend, if these puny humans make bad reviews I will blast them with my atomic breath and crush them under my feet!

Alpha-Rex: dude calm down thats not necessary...

me:...oookay.. so for my disclaimer I dont own The Avengers that belongs to Disney and Marvel, nor do I own Ben 10 aliens, characters, Etc... they belong to Man of Action and Co. so read and enjoy! oh and by the way this story is based on the Avengers movie so it will be very similar and will probably be 90% like it and as accurate as humanly(Kaijuly...er) possible.

Godzilla: SKREEEEEOOOONKK!

Characters and their species:

Nick Fury-(Methanosian) Swamp Fury

Agent Hill-(Human)-

Agent Coulson-(Human)-

Hawkeye-(classifed) Kickin Hawkeye/Clint Barton

Black Widow-(Anodite) Natasha Romanov

Hulk-(Vaxasaurian) Hult/Bruce Banner

Thor-(Tetramand) Thor Boltson

Iron Man-(Pyronite) Tony Blast/Fire Man

Captain America-(Petrosapien) Steve Rogers/Diamond America

Loki-(Necrofriggian) Loki Chillson

Dr. Selvig-(Human)-

The Other-(Ectonurite)-

Chitauri-(DNAliens)

Tesseract-(Alpha Rune) Alphax

A hexagonal stone with a ancient looking symbol glows pink in the center of the S.H.I.E.L.D. facility floor. the Alphax.

On a planet many Galaxies away from the planet Earth, in a throne room knelt or levitated a robed figure with long clawed fingers and black bandages covered the eyes on his bony upside-down head. He bowed as he spoke "My lord, the Alphax has awakened on a small planet, they wish to wield its power" the Other spoke and an image of him handing the the chitauri Scepter to a humanoid, mothlike creature with armor and blue wings and a smirking face appeared. The pink gem on the tip of the spear-like sceptre glowed brightly as he held it in his grasp, cold mist coming from his mouth and body. "...but our Ally knows its workings as they never shall. He is ready to lead. Our force, our Chitauri, will follow."

Hundreds of thousands of armored Chitauri stand ready in neat rows, and were cheering and shrieking at their new leader from behind The Other.

"The world will be his. The universe ours. And the residents? Wat else can they do but burn!"

It was night at S.H.I.E.L.D.'s project: P.L.U.M.B.E.R facility which sat out in the new mexico desert, the isolated facility was full of activity as scientists, soldiers and agents alike were being evacuated as a black helicopter swooped down for the landing pad. a voice was shouting orders from concealed loudspeakers, as people piled onto humvees and black vans with equipment.

A human wearing a suit, tie, and also equiped with epic sunglasses waited on the front steps of the facility and watched as the helicopter landed on the landing pad. This Human is S.H.I.E.L.D. agent Phil Coulson. when the helicopter landed a woman in her late twenties stepped out, she had her brown hair tied up in a tight bun and wore her S.H.I.E.L.D. uniform also equiped with a holster for her pistol which is attached to her right thigh, This woman is S.H.I.E.L.D. agent Maria Hill. following her was Director Swamp Fury a humanoid, plantlike being with a green and black body which was draped in a long black trenchcoat his grayish black head had red and yellow petal like structures that look like flames and resembled flame styled hair, his green and black legs were attached to what looked like roots holding rocks that resemble feet. one of his most prominent features is the black eyepatch that covered his left eye. Taller than a human, the alien walked over to Agent Coulson with an air of discipline and authority, he looked at Coulson with his remaining Green eye "How bad is it?"He asked. Agent Coulson took off his sunglasses "Thats the thing Director...We dont know."

Once the three were inside, Agent Coulson led Agent Hill, and Fury through the power section of the facility. Hundreds of agents, Human or Alien were assisting scientists and the other staff with grabbing the essentials and other equipment as they were evacuating. Agent Coulson walked briskly to match Fury's larger pace "Dr. Selvig detected an energy surge from the Alphax four hours ago," with a look of slight surprise Fury replied "S.H.I.E.L.D. didn't authorize Selvig to start testing yet."

Agent Coulson nodded while taking a deep breath. "Yeah but the problem is that he wasn't testing it he wasn't even in the room..." Fury looked at the human next to him in confusion for a second "..spontanious event."

As Hill and Fury digested what Agent Coulson had just said they continued walking towards a spiral staircase that would take them down to the lower levels of the facility.

"It just turned itself on?" asked Agent Hill in shock

Before Coulson could reply, Director Fury asked "what are the energy levels now?"

"Climbing. Selvig cant shut it down, so we ordered an immediate evac of the facility." Coulson simply replied. Agent Hill may seem unsettled but in actuality she was freaking out inside.

Fury paused for a moment "How long will it take to get everyone out?"

Agent Coulson glanced around for a few seconds "We should be done in the next half hour."

"Do better," Fury ordered as they reached the stairs, agent Coulson simply nodded and walked alway to assist in the evac. Agent Hill looked at Director Fury with a shocked expression on her face "Sir, evacuation may be futile." "Agent Hill, would you prefer that we tell everyone to go back to sleep?" the Director replied sarcastically.

Fury turned his head to head down the stairs. "If we can't control the Alphax's energy, there may not be a safe distance," Hill said, while trying to hide the fact that she was upset with how calm and passive both the Agent and the Methanosian were about the current dangerous dilemma.

Unaffected by Agent Hill's warnings, Fury turned to Hill and ordered her to make sure that the phase 2 prototypes were shipped out, although for a brief second the Methanosian grimaced at the order.

"Is that really a priority right now, Sir?" Hill exclaimed.

Fury looked Agent Hill in the eyes as he said, "Until the day the world ends, we will act as though it intends to spin on. Every piece of Phase 2 should be on the trucks and gone. Now."

Agent Hill swallowed her pride and simply replied, "Yes, Sir." Turning to go up the stairs, she pointed to a bunch of guards and said, "You four, please come with me."

The S.H.I.E.L.D. Space Radiation Facility's vacuum chamber was being used to house the Alphax which was being held by a (CMS). This was the room where Director Fury entered.

As he entered the chamber, Fury called out "Talk to me, Doctor."

Dr. Selvig emerged from behind the CMS machine with a concerned expression on his face. Selvig was a relatively short man compared to Fury, being a scientist he didnt work out much and had a "sturdy" stomach, his blondish red hair and accent were telltale signs of his Scottish descent, his clothes had small dark stains probably from the work he was doing to the CMS. The Alphax was glowing bright pink and shot out small sparks and flare rings.

"Director" Selvig said hurriedly.

"What do we know for certain?" Fury asked as he examined the CMS machine from a safe distance."The Alphax is misbehaving." Selvig replied

"Is that supposed to be funny?" Fury responded with his usual serious manner, not that he was trying anyway.

Selvig shook his head as he quickly defended himself "No, not at all. The Alphax isn't just active she's...behaving."

"I assume you pulled the plug?" Fury asked

"She's an energy source, we turn off the power she turns it back on. If she reaches peak level..."

Fury interrupted Dr. Selvig, "We've prepared for this doctor, Harnessing energy from space."

"We dont have the harness, we dont know how to control the Alphax and we are not completely sure of all it does. My calculations are far from complete. Now she is throwing off interference, nothing harmful just some low levels of Gamma radiation.

Fury made a preturbed face at that last comment, "That can be harmful..., where is Clint?"

"The chicken hawk? He is up on his nest, where else?" Selvig nodded his head upwards towards where Clint sat leaning against the railings.

Agent Clint Barton AKA Kickin Hawkeye, was an alien who resembled both a rooster and a hawk. He has sharp claws on his exposed toes and talons on his hands, as well as two larger tallons protruding from his arms. He has a short beak, is covered in brown feathers and has orange hair with blue eyes. Clint also wears a purple mask, a purple belt with a black stripe and his Omni symbol as the buckle with black underwear, he also wears a strap vest connected to another Omni badge as the clasp holding it together. If he was standing he would be a foot and a half taller than the average human, however at the moment his focus was on the activity on the floor below.

"Agent Barton, report" came Director Fury's voice from the headset in Clint's ear.

Clint rappelled down from the catwalk and walked up to Fury. They both began to walk discreetly around the facility.

"I gave you this detail so that you could keep a close eye on things," Fury scolded playfully

"Well, I see better from a distance." Clint retorted

The two Extraterrestrial descendants paused five feet away from the Alphax. "Did you see anything that could have set this thing off?" Fury asked staring at the glowing stone artifact, while Clint crossed his arms and looked around.

From across the facility a scientist shouted to Dr. Selvig, "Doctor, its spiking again!"

Glancing at all of the people in the room, Clint shook his head and replied, "No one's come and gone. No contacts, no I.M.'s, Selvig's clean, no nothing, zilch, nadda. If there was some tampering, it obviously wasn't from this end."

The Methanosian looked at Clint in confusion, "From this end?"

"Yeah, the stone is supposed to be a doorway to the other end of space, right? Well, doors open from both ends." Clint raised his eyebrows in surprise that the Director didn't already know this information.

Back at the CMS machine Dr. Selvig typed away at a computer, "Not yet..." he said in a low voice

The Alphax thundered, the two Aliens backed up a few feet as it started sparking madly in different directions, the flaring rings and pink glow of the stone spouted out brighter and faster than before. The powerfull surge of energy resulted in a beam shooting out from the other side of the CMS which hit the end of the platform wired to the CMS device. the beam fired the Alphax's energy and formed a vortex which became a portal.

The rift was dark and filled with stars on the other side along with some purple energy clouds that blinded everybody in the room. The Alphax's energy formed a cloud that reached the top of the ceiling. It became frightningly quiet. Then Heavy breathing could be heard from the platform. S.H.I.E.L.D. guards slowly approached with weapons in their hands. Kneeling on the other end of the platform was a humanoid moth-like alien whose four wings were folded into a robe, he had a bue body with black and white spots on his arms and legs that resemble ice chunks, his face bore his trademark arrogant smirk and his large green eyes along with long fur extensions on the back of his head that resembled hair, his light blue torso was covered by leather and some pale gold armor, his hands had three pointed fingers and a thumb on each hand, two toes on each foot and a third toe like extension on his ankles. In one of his hands was the gold Chitauri spear which was being gripped tightly. This being was Loki the asgardian god of mischief and lies. As Loki raised his head his smirk faded. He looked deep into the eyes of Fury, Clint and lastly Dr. Selvig. He stood up his breaths created cold mist.

"Sir, please put down the spear!" Fury asked calmly

Loki looked at his spear and smiled. He then pointed at Fury and Clint and shot a blast of pale blue energy at them. Clint tackled Fury and they barely avoided Loki's shot. Machine guns and Lazer pistols began firing shots at Loki, but the bullets and beams bounced off of him. Loki then opened his wings and glided high from the platform and attacked those firing at him, freezing and blasting them with his breath and spear. In a matter of seconds, Loki had taken down several guards. He paused momentarily to see who would be foolish enough to attack him next. Clint started to stand up. Loki walked towards him. Clint pointed his pistol at Loki who in turn twisted his arm before he could fire.

Loki looked at Clint with a look of approval. "You have heart."

Loki pointed the head of the spear at Clints heart. His eyes, for a second, turned black before his irises turning pale pink. The ability to control Clint's mind was now in Loki's hands. Clint holstered his pistol and stood straight. As Loki was busy using his spear to control the minds of several S.H.I.E.L.D. personnel, Fury grabbed the Alphax which burned his fingers momentarily before he placed into a special suitcase, his fingers soon healed thanks to his abilities. Fury then started to leave the lab.

"Please dont, I still need that." Loki turned back to Fury to look at him.

Fury turned and raised his arms slightly still holding the briefcase. "This doesnt need to get any messier."

"Of course it does, I,ve come too far for anything else. I am Loki of Asgard, and I am burdened with glorious purpose," Loki declared

Dr. Selvig stared at Loki trying to recall where he had heard that name before. "Loki? brother of Thor!"

Fury continued as if Selvig hadn't spoken, "We have no quarrel with your people."

An amused smile crossed Loki's lips as he replied, "An ant has no quarrel with a boot."

"Are you planning to step on us?" Fury said in a sarcastic tone

Ignoring the sarcasm, Loki said cheerfully, "I come with glad tidings, of a world made free."

Fury crossed his arms and rolled his eye with a bored expression. "Free from what, exactly?"

Loki raised his arms as if the answer was obvious. "Freedom, freedom is life's great lie. If you only fully accept that, with your heart..." Like a cobra striking, Loki turned to face Selvig who was standing behind him and pressed the tip of the spear against Selvig's chest, more specifically his heart. His eyes turned black for a second before his irises turned pale pink. "You will know peace."

"Yeah you say peace, I kinda think that you mean the other thing." Fury said coolly.

From the vacuum chamber ceiling, the Alphax's energy cloud was rapidly building into what looked like a possible implosion.

Taking note of this activity, Clint walked over to Loki and warned him, "Sir, Director Swamp Fury is stalling. This place is going to blow and drop over a hundred feet of rock on us. He means to bury us."

Fury gripped the handle of the suitcase in his right hand tightly and looked at them in the sarcastic You-Caught-Me way and smiled. "Like the pharaohs of old."

After glancing at the computer next to him, Dr. Selvig agreed with Clint. "He's right. The portal is collapsing in on itself. We have about two minutes before it goes critical."

"Well then" Loki looked over at Clint who, without hesitation, shot Fury, who fell to the ground. Clint grabbed the case containing the Alphax and left the lab with Loki, Selvig, and the other S.H.I.E.L.D. personnel under Loki's influence.

At the P.L.U.M.B.E.R. bunker's entrance to the exiting tunnel, Loki, Clint, Selvig and the others, quickly started gathering weapons and ammunition.

Agent Hill watched silently in confusion.

Pointing in the direction of Loki's brainwashed agents, Clint said, "We need these vehicles."

"Who is that?" Hill asked

"He didnt say."

Hill simply nodded with a look of suspicion and slowly started walking away as all of them got into the cars. But, as she was about to reach the exit, Fury's voice crackled from Hill's walkie talkie, "Hill, Do you copy?"

Loki and Clint looked sharply at Agent Hill.

Back at the Lab, Fury was sitting up and pulled the bullet out of his chest. He was breathing heavily as the area where the bullet penetrated his chest slowly started to regenerate he then said, "Barton has..."

Clint started to shoot at Hill, who rolled away for cover and started shooting at the hauling ass trucks.

Fury was clutching his chest as he ran towards the landing pad. "He's got the Alphax! Stop Him!"

The energy was brewing up a storm a storm on the vacuum chamber ceiling, pieces of tile and concrete being torn away and incinerated by the unstable energy.

Agent Hill got into a jeep and chased after Clint's truck. Her truck screetched across the tunnel. Several other trucks containing other Agents were shooting at Loki and his followers. Loki stood up and blasted some of the trucks, effectively flipping them over.

Agent Hill put herself at a distance.

Fury raced out of the hallway, dodging falling pipes, not that he really needed to, he would regenerate anyway but that would take time. Time that Swamp Fury does not have as the Facility was now experiencing a full-on earthquake.

Meanwhile, Coulson and several S.H.I.E.L.D. agents fell down some steps, dropping silver cases of information. They attempted to pick them all up but Agent Coulson yelled at them to just leave it and run.

In the tunnel, Agent Hill's jeep roared out of a side tunnel and pulled up next to Agent Clint's truck on the left. She went ahead and pulled her emergency brake, did a 360 spin and faced Clint's car and drove in reverse. Clint's arm reached out the open window and opened fire. Agent Hill returned fire and shot through her windowshield to shoot at Clint.

Agent Coulson jumped into a van. On his walkie talkie he shouted, "You're clear, Swamper! Go, Now!"

Fury had just jumped into the helicopter when the surface of the pad gave way, plunging the Chopper through the surface, thankfully it took off and got out safely as he said "Damn, I hate that nickname Coulson..."

Back in the tunnels, the chase was still underway, Clint pushed the gas pedal so hard it snapped in half, causing Hill's jeep to wobble and put her behind them.

In the energy facility, the Alphax's energy cloud shrunk to a small ball of white light. A cloud of bright pink light consumed the entire facility and parts of the surrounding desert. Fury watched from above, while several miles away, Agent Coulson's van felt some jolts of the Alphax's blast wave. The entire facility collapsed in on itself - a terrible, destructive, implosion.

The same blast wave caused the exit tunnel to cave in. Rocks fell like an ocean wave, falling onto Agent Hill's jeep leaving her nearly trapped under a ton of rock. Clint's truck escaped through the tunnel and drove off into the desert landscape.

Fury's chopper roared over Agent Clint's truck. Loki looked up and frowned. Fury stood at the chopper's doors, igniting balls of flame from his hands and threw them explosively at Clint's truck.

Angrily, Loki opened his wings and flew up breathing out a stream of cold mist at Fury who turned the mist to steam as he shot a blast from his spear at the helicopter rear blades, a direct hit, Loki then flew back down to the truck, due to it being the limit of his flying ability. Causing the chopper to catch fire and go down in a ball of flames. Fury jumped out of the burning helicopter and touched down to the ground in a loud crack, do to his weight and size, causing dust to rise. The chopper crashed to the ground with a loud crash and more explosions. Fury as he came back to his senses, ignited his fists ready to launch another volley of fireballs at Loki, but they were too far away. Loki looked back at the facility, smiling proudly.

Fury stood there, his mind reeling.

Agent Coulson called out anxiously on his walkie talkie from where he stood and watched the chopper crash, "Director? Swamper come-"

"Coulson, I swear to god if you call me that again on a radio, I will set your pants on fire!" Fury yelled at his walkie talkie sparks coming from his arms. After a few seconds he calmed down and said, "The Alphax is with a hostile force. I have men down. Hill?"

In the exit tunnel, Hill had climbed out of her jeep, which was sandwiched between some rocks, a little dusty and pants filled with dirt, but she was unharmed for the most part.

"A lot of people under, dont know how many survived the blast, let alone the tunnel collapse." she shaid as she looked around, clearly shaken by this near death experience.

Fury sighed in frustration, he was tired and angry that he had let a hostile force take the Alphax. "Sound the general call, I want every living soul not working rescue looking for that briefcase. Understood?"

Way too tired to argue Hill simply nodded and said, "Roger that."

"Agent Coulson, get back to base. This is a level seven. As of right now we are at war." Fury said with the upmost seriousness.

Coulson had a worried expression on his face as he stared in Fury's direction, "What do we do?"

Fury stood there staring at the full moon sadly with his right eye, his face had the faintest sign of hope.