The attack decimated the world's major cities without warning. No one had seen them coming, not even Tony Stark with all of his advanced alert systems and technology. The United Nations scrambled to form a counter-attack, but were too slow to organize what would be a world-wide military defense. The United States wanted to oversee the military and had spent the critical first hours of the blitz attack arguing with China, Japan, Russia, and Europe over the military hierarchy.

Rhodey as the War Machine had been trying to protect the President of the United States during the initial attack. He stepped in front of the blasts intended for him. Neither Rhodey nor their country's leader had survived. Pepper and Happy had been in Washington, D.C. at a meeting in the Pentagon. The Pentagon and everyone in it were no more. In less than thirty minutes, the people he loved and were his only friends in the world were dead.

Stark screamed at the top of his lungs, hitting himself in the head over-and-over as he watched his nightmares come to life. With his expert knowledge of the Chitauri, the years of research and reverse-engineering their technology – he did not foresee that the Chitauri would join their forces with beings even more advanced. Those beings, the Skrull, had spaceships engineered with cloaks that his scanners could not detect. It was beyond Earth's stealth ships.

Worst of all, the Skrull had the ability to shapeshift and, of course, disguised themselves as humans to avoid detection. They had been gaining intelligence on their planet for years, planting themselves in key powerful positions around the world as they readied their attack. When the time had come, Stark imagined that for them, it must've been so simple shift into weapons and kill their targets.

Within the first twenty-four hours, nearly all of the world leaders had been assassinated, their largest cities lay in ruin, and the genocide of the human race had begun.

Hope Van Dyne, the Wasp, was the second Avenger to fall in the blitz. The Skrull had targeted her father, Hank Pym by planting a bomb in his office building. She died with her father, holding each other in their last moments as the entire building was leveled. Her husband, Scott Lang didn't even have time to grieve. The Ant-Man / Giant-Man was needed for battle.

All of the remaining Avengers, past and present, were called into action, led by Captain America, and the people held their collective breath that they would be saved. The world watched as Vision, Hawkeye, the Black Widow, Ant-Man, Storm, the Black Panther, the Hulk and Iron Man joined forces once again for the safety of the planet.

The Earth's Mightiest Heroes fought with every fiber of their being. Captain America managed to stop the internal squabbling and lead the surviving members of the military into battle. The battle waged on for days without end. Exhaustion, hunger, and thirst consumed the soldiers by the fourth day of the non-stop attack. The Chitauri and Skrull didn't need to eat or rest like humans did. Their evolution created the perfect soldier – no super serum or vita-rays necessary. Stark supplied new weapons to anyone who was willing to fight, but the Chitauri grew stronger and the firepower that had once worked did no longer.

It was only after Wakanda surrendered after being seized that the Avengers retreated. King T'Challa had been killed defending his country from the invaders. Storm ordered their best men to escape with their son, Azari, and deliver him to Hawkeye's safe house before putting up a white flag and surrendering. The enemy accepted by slitting Storm's throat on international television.

The world watched her die, suddenly realizing that there was no surrender. They realized the enemy didn't want prisoners, nor resources – all the aliens were here to do was kill everyone on the planet – all as a tribute to Lady Death.

The Avengers retreat crippled morale. People were losing hope and panic swept through the world. Politicians begged for lenience. None was found. The military had record numbers of M.I.A.s, some disappearing as they fled, others killed by shapeshifters undetected in their ranks. Paranoia swept through the survivors – soon everyone was an enemy.

When the team ran to Barton's safe house where the children were being protected. Stark, for once, was silent and completely numb in his exhaustion. He couldn't even sit down because his Iron Man suit was fused together from the artillery hits, it was beat to hell and he couldn't get out of it without help. The Hulk didn't argue with the command to let Dr. Banner come out, the green goliath was more than ready to rest. Banner ended up in a naked puddle in the middle of the Barton's recently renovated living room.

The house was quiet after that, no one spoke as the gravity of the situation was made crystal clear to everyone.

Cries had interrupted their contemplation. Tony was puzzled until Natasha told him that Hope had delivered her and Scott's child three months before the attack, before her death. They'd named him Henry Pym after Hope's father. Scott had a daughter from a previous marriage that lived with his ex-wife. He couldn't convince his ex or his daughter, Cassie, to leave their entire family behind to hide in a safe house. Scott cried like a baby when Cassie told him that if she was going to die, she wanted to be with her mother.

The baby missed his mother, Scott cried, unable to keep his grief from overwhelming him as tears streamed down his face and cradling his son against his war-torn chest.

The other children poked their heads from their hiding spots, and upon seeing who was there, ran to their parents for comfort. Laura Barton followed behind, her eyes red. Stark hadn't seen her in years. He noticed that the once kindly woman looked depressed, haggard and fearful. Tony imagined that the stress of raising and protecting the children wore her down.

Stark shouted out in warning when he spotted a green tinged-skinned child launching himself at the still unconscious man on the floor. Cap jumped in front of the boy when he moved to blast him with his repulsors.

The commotion woke Banner from his sleep, and upon seeing the child, moved to embrace him tightly. When he realized that his old friend hadn't been introduced to the children, he pulled the shy boy from his arms and moved him to stand upright. His name was Skaar and he was the son of Hulk. Stark knew that Bruce was saddened that he wouldn't be able to have children, but neither of them considered the Hulk in the equation.

It was then that the team remembered that they'd cut Tony out of their lives as he planned for the events that had shattered the Earth. Rogers collapsed before Tony's feet begging for forgiveness. Tony couldn't respond, knowing if he spoke, he would express the bitter feelings of betrayal he'd kept inside his heart. Instead, he lay his still-armored hand on Cap's head in peace. It was too late for apologies, too late for forgiveness and regrets. They needed to win or they would all die.

The Iron Man stood straight in the middle of the room to speak to the Avengers and finally – finally was heard. He spoke of the robot army built, the weapon caches hidden throughout the world, the hidden sanctuary and his two brand-new prototype personnel transports that would clandestinely take them to the sanctuary. They were small – each had only room enough for three adults.

For a few minutes, no one spoke as they absorbed the new knowledge offered freely. Stark had given the team something that they hadn't had since the attack, he'd given them hope.

Stark had dreamt that the team would rally, come together as they did before. They seemed to have other plans.

Steve Rogers, the father, not the soldier, picked up his son James and placed him in Iron Man's arms. 'You and Laura take the children to the sanctuary. Don't tell anyone where it is – not even us. I know you have room for more, a lot more – but it's too dangerous. All it would take is one infiltrator and the entire bunker would be gone. Unless you come up with a way to determine Human from Skrull – don't let anyone in. Use Vision to directly communicate with the team. Don't trust anyone else.'

Tony stared at the little boy wriggling around in his arms – he wasn't surprised at the child's discomfort, they were strangers after all and he wasn't the best at holding things that didn't belong to him. He shook his head as he allowed James to gently slip out of his arms to the floor, "No, you or Scott should go in my place. The kids need a father. They don't need me."

Clint, who'd been silent thus far, only gave a grim smile and returned "No, Stark. The kids need you. We all needed you. If the Avengers fall, you're the only one who can save us."

"Save us? How can I save us? This is my fault! I should've seen this – I should've planned for this. I wasn't smart enough to foresee this." Tony spat out, the rage and bitterness he'd been suppressing came out in a flood. Tears spilled from his eyes as he felt his failure.

"You were," Natasha disagreed, "You were smart enough foresee this, Tony. If we had helped you, instead of ignoring you – this might not have happened. We were so blind and stupid… But the past is in the past, and we'll have to live the rest of our lives knowing that our ignorance nearly killed the human race. But you, Tony Stark, are not to blame. None of us want to hear you take the fate of the world on your shoulders. We were – we are a team. As a team, we're asking you to protect the most important people that we have left in this world. They are our hope; they are our future. Ask JARVIS to send the vehicles – we need to do this now."

The team nodded giving their children a kiss goodbye before passing them to their savior. Tony heard Scott whisper, "I love you, Bug. I'm going to get your big sister and make sure you and the Peanut are together." Scott Lang cradled the baby for a moment longer, then held him out for Stark to accept. "His name is Henry Pym-Lang. He takes after his mother…" the sentence broke into a sob, "I need to find my daughter, her mother, and her step-father. Once I do, I'll contact Vision to arrange transport."

Cap formed a plan, "If your transports can hold 3 adults, they'll be able to each hold one adult and four children. Tony, you'll transport James, Henry, Azari, and Skaar in one. And Laura, you'll transport your kids: Francis, Nathanial, Cooper, and Lila in the second vehicle."

Tony nodded his acceptance, awkwardly holding the baby against his armor. Bruce gently guided his son to stand in front of his friend. "I don't trust a single other person in this entire universe to take care of him… Skaar's a good boy, but you wouldn't like him when he's angry." Stark was startled at the implication, but then nodded in understanding. Of course, a child of Hulk would love to smash.

Azari was a quiet child, barely four, but already traumatized by the death of his parents. He tucked himself into a small ball, barely speaking, and only doing what he was told. The child had been cared for by Laura, as she 'adopted' him into her troop. He held onto her as if she were the only person left in his world. It broke their hearts to pull him away from her, promising that it was only for a short while and they'd see each other in when they arrived in the refuge.

The crafts were small, but in this case, so were the children. Before they got in, he had Cap and Bruce help him out of his armor and stored the damaged Iron Man suit in the bulkhead in pieces. Tony had passed the baby to Skaar, who seemed to be the eldest and asked him to take care of the other children as he and JARVIS piloted the vehicles passed enemy combatants. Tony made sure the windows were darkened – he didn't want the children to see the bodies festering in the air as they made the 19 hour journey to the Artic.

He set both aircrafts on auto-pilot after a while, each making their way north. The children were frightened, the only peeps that he heard were from the baby – who was too young to silence himself. The boys were shivering, so Tony turned up the heating to make it comfortable. He tried to smile, to comfort them as they clung to each other, but he couldn't. Not until they were safe. He opened the com-link to the other transport, checking up on Laura and her children. She seemed anxious, but okay. The kids were singing road trip songs.

Tony kept his earpiece in, asking JARVIS to keep him informed of the war being waged without him. He opened a container of dried fruit and passed it to the children, urging them to eat. They thanked him quietly and shared the snack quietly. He mixed up the baby's formula with water. He'd gone to hand the bottle to Bruce's son, when the boy stood and held out the baby – assuming the adult would want to feed the baby. Thankfully, the tiny baby seemed to know what to do – grasping hold of the bottle and sucking down the milk as he was held awkwardly. He managed to slide down the wall without dropping the baby so that he could sit by the boys. The kids looked at him nervously, so he put on his game face and pretended like he was an old-hat at taking care of kids.

Tony tried to keep the conversation going as the baby was fed, asking each child questions about their favorite video games or toys. He told them funny stories and got them to laugh, even Azari gave a giggle. After the baby fell asleep in his arms, he gently passed him over to Azari – thinking that the poor child needed something else to think about other than the death of his parents. JARVIS had kept a collection of music and videos – mostly Tony's favorites – which, if anyone asked he would deny, also included Disney's Wall-E, the Iron Giant, and the Despicable Me collection. Who didn't love the minions?

He started the movies, making sure they were warm, fed, and relatively safe before heading back into the cockpit. He kept the coms open so he could hear the children if they needed him. Out of his presence, the kids spoke of their fears – worried about their parents and questioning why they were made to leave with a stranger to them. James asked, "Is he an uncle? Why did my Daddy give me to him? Is he supposed to be our new Daddy?"

Skaar, who had yet to speak, confidently assured them, "No, he's our parents' friend. My Father told me that Tony Stark was a genius; and that if anything happened to him that I was supposed to run to Tony. He promised that he wouldn't hurt me, try to experiment on me or turn me over to General Ross... I think we'll be safe if we stick together."

Azari whispered, "He seems nice… he was funny. And he likes robot movies… so he's at least a little bit cool." When he heard that, Tony had to smile. It would take some time, but he'd make sure they were save and sound. After the war was done, they'd be back with their families and he would could go back to making the world a better place through technology.