(a/n: Here you go everyone, a nice new chapter for Halloween. Enjoy!)


Ch.1: State of Affairs

Happy Harbor, Years later…

A beautiful sunrise dawned over Happy Harbor. The sky was a shade of pink with the sun slowly climbing into the sky. A cool spring breeze swept through the small costal town and greeted the townspeople with the prospect of a beautiful day.

It would've been a beautiful day, if it weren't for the recent tragedy that had already struck a devastating blow to the nation.

In the main hall of Mount Justice, most of the team was assembled and watching solemnly the newsfeed that played on the holographic displays.

Floating in mid air, the multiple screens showed footage from several main media outlets from across the world.

Dominating the screens of every television, computer and anything that can pick up news, was the image of a ruined city. Thick clouds of dust and ash blotted out the city skyline. Fires raged, throwing up columns of thick black smoke adding more haze and confusion.

The news helicopter remained high above the smoke but everything was still partially hidden.

"…the death toll is still climbing as more bodies are being unearthed from the rubble" reported the male journalist in the helicopter.

Down below, the smoked cleared a little revealing a massive crater filled with shattered concrete, warped metal, crushed cars and exhausted looking firemen and civilians, sifting through the ruins.

The scene made everyone on the team feel sadness and a measure of sympathy for the people of Empire City.

Two nights before, an explosion ripped the city apart and obliterated everything within its reach. It took the better part of an evening to figure out what had happened to the city.

For a brief moment, all communications with Empire City went dead and there were reports of a strange burst of light that was so powerful, Leaguers stationed on the Watchtower could see it.

When truth was discovered, everybody's worst fears were confirmed. A horrible attack had struck Empire City.

Though the explosion was devastating, the reports of the aftermath were worse. In the wake of the explosion, huge shards of metal and concrete rained down, destroying more sections of the city and causing casualties to skyrocket. Government agency and disaster relief organizations were alerted and were mobilizing to assist the city but were redirected away from the city by the military.

The military established a wall of razor wire and barricades to keep people inside the city.

There were whispers of an infectious disease popping up all over the city and was very powerful.

With little convincing, the military quarantined the city and ensured that the infection remained trapped in Empire. What made the blast even more devastating was the fact that Empire City was a major financial trade center, through which much commerce and trade flow through into the United States.

With the explosion, the national economy was rocked and was currently limping along. The League had been put on high alert and was gathering what members who are available to go in and help but so far, many leaguers were busy or unavailable.

"Whoa man…" murmured Blue Beetle in horror as the camera showed a pair of firefighters carry a bruised and bloody woman between them to a tent with a red ross on the roof.

Bart Allen, other wise known by his new name Kid Flash, walked in and noticed that all the gathered heroes staring at the holoscreens.

The speedster frowned "Hey guys, what's up? What'd I miss?" nobody said anything.

Blue Beetle merely pointed at the largest holoscreen in the center which had a large headline flashing across the screen "Disaster in Empire City: Massive explosion levels city"

"Oh man…" breathed Bart in shock. He had been on a rather relaxing two day vacation, most of which was spent sleeping in and eating. Bart wasn't fully up to date with current events.

Apparently he had missed quite a bit. Then suddenly, something in his mind clicked and he looked to his friend "Wait, Empire City?"

"Yeah" said Blue Beetle quietly "A huge chunk of the city got torn up pretty bad a few nights ago. The military quarantined the city but some reporter was allowed to show the condition of the city and the clean up".

The speedster looked back to the holoscreen and watched the scenes continue. His mind drifted off to a memory of a man from long ago. In the ruins and the ashes of the world where Bart had traveled from, wasn't there a man who mentioned something about Empire City? Bart wasn't sure, it felt so long ago but in reality it was years away from where he was standing.

The speedster snapped back to reality when he heard the reporter on the screen was starting to sound a little unsure of something, "Wait a moment…we're getting something. Something is happening down there…" Bart looked up and on the screen the camera shifted from the rescue work towards the far end of the ruined boulevard.

Mixed among the grey of destroyed concrete were assorted civilians in dusty clothes but on the far side there was a single blip of white with some brown.

The camera was shaking a little but the image zoomed in on the arriving shapes and everyone saw that it was a small group of people clad in brown trench coats, gasmasks and gas tank looking devices. They each carried assault rifles in their hands and strange devices on their belts. In the forefront of the group, was a tall slim person in a tattered old coat with a hood.

The emergency crews and civilians all stopped and turned their gaze to the armed new comers. Some of the civilians scrambled away from the new comers. As the group hiked down the boulevard, a man in a tattered police uniform stepped in front of the tall figure in the tattered coat, leading the group.

"I-I'm not sure what's going on but it looks like this police officer is trying to communicate with these armed strangers" observed the reporter.

For a moment, there was nothing. At first it looked like the start of a polite conversation. But as seconds passed, the man in the uniform paled and he looked like he was ready to flee. However, the officer stood his ground and pointed the leader then to the armed figures standing behind him.

The hooded figure didn't move. He merely raised a hand and made a gesture. From the top most window of a nearby building, there was a muzzle flash and the officer standing before the tall figure went down in a shower of blood and lead. There were some more flashes from other windows, and the figures in brown open fired on some other police officers scattered around the ruins, helping the civilians.

Screams mixed with gunfire and chaos took over.

"Oh my God!" exclaimed the reporter "They're firing upon the police!" within seconds the all the officers on the scene were either dead or wounded.

The civilians and the firefighters scattered like frightened animals but suddenly, more figures in brown coats appeared and gunned down a few more civilians.

Within moments, they captured the survivors and herded them back to the main boulevard. The leader of the figures in trench coats gestured and his subordinates forced the civilians to their knees. The frightened reporter was conveying what was going on and he froze when the tall slender leader of the gunmen looked directly up at the reporter and the helicopter.

Beneath the hood was the angry, scraggly face of an aged man. His eyes burned with an intense anger that could be felt by the team.

"Oh God…" breathed the reporter "He sees us, he sees us! We got to leave, we got to get out of here!" without warning, the hooded man raised his hand to the sky. His hand glowed bright and he summoned a crackling orb of energy.

"He's a Metahuman!" exclaimed Bart, surprised.

The man hurled the orb of energy at the helicopter. The orb shot into the sky with the speed of a bullet and it struck the helicopter. The helicopter shuddered and everything went silent.

"What's going on?" cried the reporter, panic taking over.

"The rotors aren't working!" reported the pilot "The engines off… everything just shut down!" the image flickered and became static for a brief moment. The voices of the reporter and the pilot became garbled. For an instant the image became clear again and they heard the pilot scream "Hold on! We're going down!" the team watched in horror the helicopter tilt and plummet to the earth.

Before the helicopter hit earth, the image cut to static and the image was lost.

The cave was filled with the sound of static and silence.

After a long moment of silence and static, the anchorwoman of the same news channel the fallen reporter worked at came on.

She looked shaken and a little distressed "We're sorry for that ladies and gentlemen. It appears that we have lost Charlie Adams, his camera man Hank Wells and their pilot, Chester Lang." she paused for a moment, unsure on what to say. Finally the woman opened her mouth to speak but she stopped and her hand went to her ear.

Her eyes widened in surprise "It seems we're getting a signal from Empire City". The screen changed and the image of the anchorwoman in the studio was replaced by the image of the man in the tattered coat who brought down the helicopter. He was slim, tall and disheveled.

The shadow of his hood hid part of his features but everyone could see a cold, steely look that showed that he meant business. Behind him was a row of unarmed citizens, all dirty and tired looking. They were all on their knees with their hands behind their heads. Standing behind them were several figures in brown trench coats and gasmasks. All of them armed with high tech assault rifles.

The scraggly man, who obviously was the leader, regarded the camera coldly.

He spoke with a voice that was low, threatening growl like the growling of a dangerous animal but was clear enough to be understood "Your military has sought to trap us like vermin and let us rot among this desolation. So we decided that we would abide by this new order. However, we will not sit idly by as outsiders spy on us"

"No!" roared the men in the gasmasks.

The scraggly man continued, "What you have witnessed here today was a warning. There will be no further intrusions from the outside. Empire City is ours. If anyone gets any bright ideas of intruding or such…well…" a nasty smile appeared on his face.

The gunmen took aim at the kneeling civilians and fired. Everyone gaped in horror. Several of the team looked away in disgust.

"You get the idea".

Once the executions were done, the leader raised a hand. Nightwing observed that he wore an odd metallic gauntlet made from a strange grey metallic alloy.

The man clenched his gauntlet hand into a fist and declared "Death comes to all who dare trespass our city and question our power. So says the First Sons of the new age!"

The executioners standing behind the man raised their fists and shouted in unison "So says the First Sons!" static filled the screen and returned to a horrified anchorwoman.

Nightwing scowled and felt that some serious trouble was brewing on the horizon.


Washington D.C, that afternoon…

It was also a beautiful afternoon in the nation's capitol, but it was definitely a nightmare to be a government employee.

In the Oval office, the President of the United States, his most trusted aid, several top level agents, officers and other members of the intelligence community were there as well as a small man dark haired man from the NSA and lastly there was the new comer from the newest intelligence agency on the block, a rather hefty African-American woman named Amanda Waller.

Accompanying her was her assistant a rather grim faced man named Hawthorne.

The small assembly sat on the couches in front of the president's desk as he sat back in his chair listening to probably the worst news that he had received since the twin New York Outbreaks.

The situation in Empire City was bad.

So far, reports of infections were rather vague but thankfully there were no signs of giant fleshy veins growing over buildings or murderous mutant monsters roaming about. No, the bad part was the fact there was a terrorist group that has established themselves as the government of Empire City and are willing to kill anyone who dares to question their rule.

Normally, the solution would be kick down the bastard's front door and teach him a lesson in etiquette but this situation was far more delicate upon closer inspection.

Unlike the New York Outbreaks, there were still close to a few million innocents still within city limits and the military barricade.

Second, this new disease that was sweeping through Empire was strange and there was very little information on what it is. Lastly, there was the public outcry over the death of the news crew and the executions of the civilians on live national television.

The President sighed deeply "Ladies and Gentlemen…it would appear that we have ourselves quite a situation". He looked around at the assembled intelligence officers, aids and other guests "What are we looking at here people?"

Nobody answered right away. They all were scrambling for an answer through their notepads and tablets.

However, the new woman, Waller, spoke up "What we are looking at Mr. President, is an organization of mad men, comprised of the biggest lunatics, scientific geniuses and ruthless killers I have ever seen."

"Do tell?" said the President, cocking an eyebrow "Who are they?"

Waller reached into her briefcase and withdrew a thick folder then handed it to one of the President's aids.

"They call themselves 'The First Sons,'" explained Waller, as the aid handed the folder to the President. "Not much is known about them" she continued "Except that they're damn a militaristic cult"

"Oh joy" mumbled the President as he thumbed through the folder "Just what we need". The folder was chock full of documents, reports and some blurred photos.

The President frowned when he saw a short report dubbed Project Prometheus. He looked up at Waller "What do they want?"

"According to our intel, they believe that humankind will go extinct and that a new race of special beings with powers will be the future of our species" said Waller, dryly "Or in other words, we're going to bite the dust and the Meta's will inherit the earth".

The President scowled. He did not like the sound of that. He had no ill will towards the Meta-humans, especially the League, but they terrified the hell out of him, namely the monster that tore New York up during the first outbreak.

The President looked down at the folder in his hands "What's Project Prometheus?" "A little science project down in R&D sir" answered the short, dark haired man with glasses. The President vaguely recalled that the man's name was Thomas and that he was one of the shifty suits that worked in the NSA.

He explained in a dry, business like tone "It was developed in tandem with the NSA, the military and DARPA. It was a way to create superior soldiers to give us an advantage over our enemies abroad"

"In other words, super soldiers" cut in Waller, folding her arms "Meta humans".

The President nodded, understanding "Results?"

"Fairly successful" answered Thomas "It needed to be put through a few more tests and adjustments before it could properly be used. But the data was promising"

The President nodded in approval as he opened the Project's report and found a schematic for some sort of object. Meta human soldiers could do the country and the world. He looked up and noticed an annoyed Waller shooting Thomas some acidic looks. The President figured that there was obviously more to the story than the little man was letting on.

"Something like that can help" admitted Waller "However, you failed to mention our little problem" "Problem?" repeated the President slowly.

Thomas scowled at Waller for a moment then he adjusted his glasses "Our…problem, as my colleague puts it, is that Project Prometheus has been…misplaced"

"Misplaced?" snorted Waller "You mean stolen!" "Stolen?" said the President, in shock "What…how?"

Thomas cleared his throat and grudgingly admitted "a few weeks before the explosion in Empire City, someone had stolen Project Prometheus from one of our test sites. We had searched for weeks and managed to track its location to Empire City. Before the blast, one of our agents reported that the object was in possession of the terrorist group known as the First Sons…"

"Oh for God's sake…" murmured the President, pinching the bridge of his nose in frustration. This day just went from bad to worse faster than the Flash could run.

"However, our man managed to steal back the object" continued Thomas.

The President looked up at the man, a bit of good news to break up this overload of headaches "He recovered it?" "He did…when he last checked in" said Thomas hesitantly then fell silent.

The President glanced to Waller.

She finished Thomas's explanation curtly "The agent's last known location was Empire City and his last scheduled check in was only an hour before the blast. We haven't heard from him since the blast".

The President's shoulders slumped. There goes that bit of good news. What a week. First there was the debacle with the banquet at the Qurac embassy, then the explosion, then the First Sons and now this. An experimental piece of equipment with limitless potential is lost in the ruins of Empire City, which is now under quarantine and the oppressive rule of a wannabe warlord with the power to back up his threats.

President Keen was yearning for simpler days before his political career, where the worst problem he had to deal with were a bunch of disgruntled customers who screamed at him over the phone or his kids falling behind in school. President Keen looked up at Thomas and Waller "This is…really…I-I'm just at a loss for words…"

"Mr. President, I know that your mad" began Thomas but President Keen silenced him with a glare.

"Mad?" repeated Keen softly "Try furious. Lets take a look at our situation and I would say that we're screwed every which way".

The president was ready to rip out his greying hair and call it a night but he couldn't do that. He had to roll up his sleeves and fix this.

Keen looked to Waller "Any suggestions on what we can do before the media catches wind and turns it into a circus?"

A smile appeared on her face "As a matter of fact…." She clicked open her briefcase and sifted through its contents until she drew out some files. She handed them to the president's aid. The president flipped open the folder, revealing some reports and some pictures of various people taken from a distance and looked a little blurred.

Keen squinted and then he realized at who he was looking at. His eyebrows rose and he gave Waller a questioning look "And this is…?"

"That is our solution" answered Waller. She explained, "Our position is shaky at best what with that little display this morning. As of right now, our hands are tied."

"What about our assets?" asked the President.

Waller shook her head "I'm afraid they're not going to help us out of this hole. Not this time"

"What do you suggest?" scoffed one of the generals sitting beside Thomas, folding his arms "Sit on our hands and hope that Project Prometheus would be delivered back into our hands safely. Or better yet, the First Sons surrender the city and willingly off themselves!"

"Off course not" replied Waller calmly "We act".

Thomas and the general frowned at her, a little perplexed.

The president was just as confused. He held up the folder a little "And this is how we act?"

"Indeed"

Waller elaborated "The First Sons will expect us to react by sending in more troops or even slip in a few of our agents. They'll probably even expect the League to be sent in. Which is very well why we are going to go for our third option. The League"

President Keen's eyebrows furrowed "But there will be wholesale slaughter if they see the League coming" "Not if the League uses their little Team" said Waller.

Thomas's eyes brightened with understanding "Ah!"

"Exactly" said Waller, glancing over her shoulder at the NSA agent. The president began to understand as well.

Keen was fully aware of the League's team of young sidekicks whom they use as their covert arm whenever the League is tied down with other things. But where was Waller going with this?

"How is that any better?" asked President Keen

"They'll be able to infiltrate Empire City a lot more effectively than the League" explained Waller "Hell, they might even be better than some of our own men. They'll get into the city, clean up, do some good PR stuff and they can cripple the First Sons without us doing anything"

"And in the meantime, we find our missing man" added Thomas.

Waller nodded "And that is why this Team will be accompanied by one of our own, who they won't know is in our employ or our agent's true mission. Our insider will recover our missing agent and our missing project without even the League's notice and repair this whole debacle without anyone being the wiser"

"And if they're not successful?" asked the President.

Waller shrugged "I highly doubt this will fail. But if it does go south, our hands would be clean".

Keen cocked an eyebrow, surprised at his subordinate's answer. He was going to give a reply but he stopped and considered this plan for a moment. It sounded good and it had a good chance of success. But he wasn't comfortable using the League's team in such a way. Who knows what they'll do if they find out that they're just a means to an end.

On the other hand, thousands of lives are at stake and a dangerous object is in the hands of a militaristic death cult who practically have Empire City by the throat, leaving Keen with not too many options.

One of the generals spoke up "What about BlackWatch?"

Waller's assistant, Hawthorne was the one to answer. His voice was soft and smooth like silk "They can't. BlackWatch is currently recovering from the significant expenditures and losses from the New York Outbreaks. Even if they were able, their methods would cause far more damage than we would like".

President Keen knew that the man was right. Even though BlackWatch was an effective organization but they had extreme methods of achieving their goals. It wouldn't be very prudent to send them in, at least not yet. Keen finally relented. He sighed, "What do you need?"

"Nothing much" said Waller, casually "Just your permission to approach our candidate who we have selected to accompany the Team"

The President nodded slowly "Ok. Just make sure that nobody knows of this" "Its off the record sir" assured Waller.

The others in the office knew the drill and were sure to keep their mouths shut or face charges of treason.

President Keen handed the folders back to Waller, saying "Good luck Waller" "Thank you sir" said Waller.

He exhaled and shivered a little "I hope you know what you're doing" "Me too" joked Waller.

The president shook his head a little "Still can't believe it…they're still around" he looked up at her "Why now?"

She shrugged "I'm not sure. But they may be our only hope of recovering Prometheus and terminating the First Sons".

After Waller gathered her belongings, President Keen shook her hand and wished her luck. Once she was gone, Keen prayed that all will go well. They need a miracle to save Empire City.


After they left the White House, Waller and Hawthorne climbed into a blacked out SUV and drove off. As the SUV raced through the streets of Washington D.C, Waller got on her cellphone and called her contact.

"Its me, we have a go" said Waller "Make sure the target is still within sight. Do not lose our target, we don't want a repeat of Jacksonville"

"Yes ma'am" responded the gruff voice of the field agent. The line clicked off.

Waller sighed and felt a bit of anxiety creep into her. They had been tracking the target fort the better part of two years.

Several months ago, they managed to track the target to Jacksonville in Florida. Before they could make a move, the target caught sight of a rather jumpy new agent, who blew his cover by reaching for his weapon and panicking.

The target fled the premises and vanished like a phantom. Waller chewed the rookie out afterward but she could hardly blame the poor bastard.

Their target was possibly the most dangerous creature on earth and their organization was rather small and its agents new at handling these types of situations.

With the destruction of the Reach, the rise of new Metahumans and the twin tragedies of the New York Outbreaks, the president felt that the government needed to establish a response to potential new threats.

Thus, S.H.A.D.E was born. S.H.A.D.E or the Super-human Advanced Defense Executive, was new and small but it was given a lot of funding and backing to get things started.

So far, they have over dozen staff and office workers and a half dozen field agents recruited from the best organizations around the country. Most of the staff and agents were human but a few were Meta humans who willingly joined to help preserve law and order in the United States. Waller and Hawthorne's track records impressed the President so much, he entrusted them with getting S.H.A.D.E operations up and running, leading and coordinating their resources and picking new agents to fill the new organization's ranks.

So far, things were promising. After a long, grueling selection process Waller and Hawthorne were confidant that they have at least a dozen candidates who are qualified to join their ranks.

Their target was one of them.

Hawthorne, a former intelligence agent and Sergeant in the army, was rather hesitant with approaching their target but Waller was confidant that if their target could be convinced, than they could do whole lot of good. Hawthorne shrugged and agreed to go along with his old friend.

Waller looked out at the scenery passing them by.

The previous year was tiresome. There was a spike in young metahumans gaining their abilities.

Luckily, the Justice League began a new initiative in teaching the new Metahumans how to harness their abilities. Unfortunately, there were a number of trouble of makers who gave the League and the government grief. Destruction and injuries piled up but luckily no deaths...yet.

Waller knew that the League did a lot of good, but she didn't trust them entirely.

In her line of work, she learned to be suspicious of everyone she didn't know or trust. With S.H.A.D.E, Waller can do a lot of good for her country and for the powerless humans who are always caught in the crossfire of destructive Metahuman battles.

Which is why she wanted to approach their target. If they can convince her to join up, than maybe they can get the rest of them to join.

The only problem was to overcome the target's intense hatred for government agencies. Waller knew it would be a long shot but she had to try.

"Amanda" said Hawthorne, nudging her lightly.

Waller snapped out of her thoughts and looked at him "Hm?"

"Shall we prepare for our little…rendezvous tonight?" asked Hawthorne.

She nodded "Yes, of course". The two drew out some folders from their briefcases and began planning for their meeting as the SUV raced to the airport.


San Antonio, Texas…

It was a quiet and peaceful evening in a certain section of San Antonio as Nathan Hawthorne sat in the SUV with another S.H.A.D.E agent, scanning the quiet street silently.

The SUV was parked behind a small line of cars, parked on the shoulder of the road against the sidewalk, down the street from a small apartment building.

Hawthorne checked in with his agents scattered around via radio, an hour before hand and was relieved that they were all in position. Waller ordered radio silence as they waited for their target and wanted to be sure not to scare off their target with their chatter.

She had very good hearing.

Hawthorne kept his weapon, a standard issued firearm, cocked and ready. He wore a thick, experimental vest that was designed especially for S.H.A.D.E to help them with Metas.

So far, they were lucky enough to avoid test-driving it in actual combat but it made Hawthorne nervous as to whether or not if it worked. The small firearm resting in the holster at his side wasn't anything special. It was just a plain old gun. It probably wouldn't do anything more than tickle their target but it gave Hawthorne a small degree of comfort in having it with him.

The agent in the passenger seat glanced at his watch and noted the time. Hawthorne nodded. She should be coming any moment now.

An half hour later, as if on cue, she did. She approached the apartment building on time, carrying a bag full of groceries. She wore a black jacket with a hood, a white shirt, jeans and sneakers.

Hawthorne swallowed and he kept an eye on the target. She casually went to the building, she fished some her key from her pocket.

The target halted and glanced around her for a moment. Hawthorne silently hoped that nobody was making any sudden movements or anything else that could compromise their positions. She carefully surveyed the darkened, quiet street.

Luckily, in this part of town, it wasn't as brightly illuminated as downtown, thanks to some streetlights that were shot out. The gaps in the line of streetlights gave the agents some darkness to hide in.

The two agents held their breaths and waited in tense silence.

After what seemed like an eternity, the target stopped scanning the street and turned and inserted her key in the lock then slipped inside the apartment building.

Hawthorne felt his heart hammer away in his chest. Step one was done, hopefully Waller was successful in her part.

The agent in the passenger seat switched on the monitoring device and for a moment there was nothing.

Then there was a brief hiss of static followed by the sound of a door opening, followed by a click and Waller's voice.

She greeted the target cordially "Good evening, I am Amanda Waller, it is an honor to finally meet you in person, please take a seat Ms. Mercer".

End of chapter


(a/n: So, what do you think? quick note, SHADE is basically DC's version of SHIELD but different. i thought i change it a little be to be kinda like Shield from Marvel. Amanda Waller is a pretty cool character. I liked her in the Justice League cartoons and with Project Cadmus. Since Young Justice already has a Project Cadmus, i decided to kinda make Amanda Waller director of SHADE. Anyway, i hoped you enjoyed this. Please review!)