Hey Readers! I had this great idea and just had to write it! Technically, this is not an Avengers fic, it is an all-Marvel fanfiction! I'm so excited! I hope you are too. The X-Men, Fantastic Four, and other Marvel favorites will make their appearance here. If you don't see your faves (give it a few chapters) tell me in a review or PM and I will do my best to wiggle them in. There is plenty of room, especially towards the end. Any reviews and comments are appreciated greatly! Without further ado, let's begin!

-Cascade :)

Summary: Magneto and Dr. Doom have built a device to take down their enemies, and the Avengers have been sent to take them down. They are too late, and the device goes off in a big explosion. When a man dressed as Captain America appears out of the smoke, things start to take a turn for the worse. Now, the heroes of Marvel must band together and face themselves, before everything that they love fades away.

Disclaimer: I do not own any Marvel characters. The only characters I own are the ones from my own mind. And Night Wolf is mine too.

Prologue: Running from Shadows

A lone figure raced through the city streets, boots pounding the concrete. The streetlights flickered in a night with no stars. The figure's hair fluttered out behind her as she ran, and it reflected red when it caught the light. As she passed by an alley she slid with one foot and turned into it, pressing her back against the grimy wall. Her chest heaved, but she did her best to quiet her breathing down.

On the wall across from her was a poster that was posted at about eye-level. It depicted a woman of medium height with ginger hair. Her most distinguishing feature, however, was her skin, which was a deep blue color. Underneath the picture was a caption: Mystique-The Woman of 1000 Faces.

The figure let out a sharp exhale of a laugh. She had to laugh. She looked down at the blue skin on her hands and grinned at the horrible situation she had been put into. The Woman with a Thousand Faces was running from shadows. Shadows that could probably kill her.

Mystique pulled her cape closer around her and pulled her hood up over her head. Her features shifted until she looked like a 19 year-old young woman with blond hair. She checked her hands once and then strode back onto the streets. This time, her pace was a little less frantic and her stride a little more confident.

After about ten minutes, she came to an intersection without a streetlamp. She looked left and right, and stepped one foot off of the curb. Suddenly, the gravel at the base of her feet exploded and she was thrown backwards. She slid two feet on the cement, leaving no skin on her elbows. Her hood was pushed back from her head by the blast.

Mystique looked up and saw a black and red suit of armor in the shape of a man land right in front of her. Then, a man wearing a trench coat stepped around the corner. Both took a step forward and loomed over her.

"Well, well, well," the man in the trench coat purred, "'dis little flower's a long way from home, no?"

Mystique was so terrified that she could hardly keep control of her changed form. Finally, her strength wavered and her features shifted back to her normal form. Both of the figures stood a little taller at the revelation.

"If it ain't Mystique," the trench coat man flashed a smile.

Mystique grinned nervously, "Swindle, Dynamo, you're both looking good." She addressed the man in the trench coat and the suit of armor in turn.

"Stop messing with us, Mystique," Dynamo rumbled coldly. "Now, is this anyway to repay us for keeping those S.H.I.E.L.D scumbags off your back?"

"Sorry, guys. I've been busy with the carnival and everything. Keeping under the radar, you know."

"Keepin' off de radar from us?" Swindle asked.

"I swear I'll pay you!" Mystique blurted out.

"You've missed three payments already," Dynamo pointed out.

"I was just going to get the money."

"You and I both know that that's a lie."

"Just let me go and I'll pay you!" Mystique's voice quavered.

"Oh, you're gonna pay us, darlin'," Swindle replied, "but not with money."

Suddenly, Mystique couldn't move her legs. She tried to struggle out of whatever was constricting them, but she couldn't shake it off and it was beginning to creep up her body. She looked down and saw web enveloping her body like a cocoon. She screamed, but there was nobody to hear her. The last thing she saw before the web covered her completely was the smiling face of Swindle and the stoic face of Dynamo. Then, the world went dark and silent. She was lifted up bodily and then blacked out.