Author's Note: This is my first Avenger's fan fiction story, so reviews would be greatly appreciated. And just to let you guys know, there will be no aliens or alternate dimensions or "end of the world" themes in this story, I just don't like those things... But, I'd deffinitely like to include a bit of the X-Men, especially Wolverine and Storm, since they are cool. I've tried to write this chapter so that it follows the show (Avenger's: Earth's Mightiest Heroes) and the characters. Besides that, I hope you enjoy! ;)

Disclaimer: I do not own the Avenger's and the X-Men, but I do own Sun Ray and her sister, Tiger Lily. So yea, that's it.

Chapter One

Ray sat on the park bench, sighing, even if it was a beautiful and sunny morning in New York. The fourteen year-old checked her watch for the second time in the last five minutes, beginning to grow impatient. Where could she be? She thought to herself, her hazel eyes searching the crowd. She absentmindedly raised her hand to spike her short, spiky brown hair, smiling as she noticed a young couple walk by. Cute, she thought. However, it wasn't long before she forgot about the beautiful spring day and resumed her brooding.

Suddenly, the girl looked up, noticing a familiar face as the person walked briskly up to her. Her twenty year-old sister stopped and smiled at her, her long chestnut hair swaying gently in the breeze as she brushed her hair from her amber eyes. Ray stood up, stretching to her full height, 5'7'', actually an inch or so higher than her older sister. She grinned at Lily:

"So, did you get breakfast? I've been starving here for the past half hour!"

Ray had been orphaned at the age of seven, with her sister at age 13, since her mother died in a car crash and her un-loving father kicked them out after learning about their mysterious abilities. So, they had stayed at the orphanage for five years until Lily got out and brought her younger sister with her. Basically, they'd been living in a shabby appartment for the past two years, her sister working as an under-paid sports coach and Ray picking up odd jobs here and there. Lily seemed confused:

"Food ? Oh, I er, forgot...Come with me, we'll get some more." She answered. Ray glared at her as they walked along the path of the park:

"You forgot? What were you doing all that time?"

Ray's B.S. meter was kicking on, but she didn't have time to think before a purple, muscled figure attacked her from behind. Gasping, she felt the breath knocked out of her as she hit the ground hard, the masked man already snapping on a weird metal collar on her slender neck. Okay, she thought, time to show you what I can do. Ray possesed an interesting power: She could change into any person or animal she wanted, dead or alive. She tried to change into the Hulk when a burst of electricity coursed through her body, making her gasp painfully. Why couldn't she change?

She panicked, puching and kicking at her attacker, but he had her flipped on her back, a sword at her throat. He laughed evily, and she recognized the notorious villain, Baron Von Zemo. She noticed there were others: The Abomination, the ionic energy man Wonder Man, some big guy with a giant ax, the Living Laser. Her sister was just standing there, arms crossed.

"Lia, do something!" she said. Usually, her fiery sister would be shooting red blasts of energy at the enemy, but she remained standing. Suddenly, a green smoke engulfed her, and Ray recognized the Enchantress, a blond headed woman all dressed in green. Baron Zemo spoke to her:

"There's no use vighting, girl. Ve know about your interesting... Abilities." He drawled.

Ray sat up,caught off-guard.

"Where's my sister? What did you do to her?" She tried to change again, but felt the same painful current of electricity before: She was powerless. It must be from this stupid collar, she thought, as she winced. The Enchantress smiled, her voice cool:

"Your sister is currently occupied... Help us, and we'll let you both go."

Ray gasped as Abomination lumbered forward, Lily's limp form draped over his arm. She struggled to free herself from the collar, but it was made of a very strong metal.

"Help you? I don't think so! Over my dead body!" Ray yelled back, although she didn't really know what she could do to stop them. They all laughed, even if Wonder man remained silent.

"Do you hear that, Enchantress? She thinks she can vight us!" Baron Zemo mocked her, lightly pointing the shiny tip of the sword to her throat. Suddenly, a familiar and well known voice came from above:

"Well, lucky she has us to fight for her. Avenger's, assemble."

It was Iron Man, along with Wasp, Ant Man, Captain America, Thor and Black Panther. Well, Ray thought, the cavalry has arrived!