Disclaimer: I still don't own anything yet. Wait for it.


The X-Men hid themselves throughout the Mountains. The Fantastic 4, Hulk, and Spiderman set up their equipment and scattered. The trap was set. All that was needed was the villains. They came in full force. "Professor," asked Cyclops, "Have we received any replies to our summons for all heroes?"

"No. They seem afraid or unconcerned of the threat." Xavier replied gravely.

The criminals sent out three scouting parties. Human Torch, flying above the mountains, met one patrol. The two Vultures (Blackie Draco and Toomes), villains with suits that allowed them to fly who usually fight Spiderman, spotted Human Torch and flapped their way towards him. He launched a twin fire blast hitting both Vultures. They were only mildly fazed, because they were wearing fireproof suits over their costumes. Human Torch was in big trouble. He soared into a small gap in the forest below him. He hovered momentarily to see if it had stopped his pursuers. It had no effect. They folded their wings and squeezed through the opening.

"We got you now!" cackled the older Vulture. The younger Vulture joined in, "What's the matter, Flame boy? Fire scorched your tongue?"

Human Torch flew at the younger Vulture without warning and kicked him into a tree. He went hard into a large branch getting his breath knocked out of him. The older charged at Human Torch. Beast leaped from behind a tree and kicked him in midair. He took a large rope from his belt and tied the Vultures together. Carrying them by the excess rope, Human Torch sported a mischievous grin. "What is the geographical location to which you plan to transport them?" asked Beast suspiciously.

His question was never answered.

Human Torch found Spiderman, "Please make our old friends feel welcome, will you?"

"It will be a pleasure." Spiderman said enthusiastically.

He snatched up the Vultures, and humiliated them. The strong hero webbed to Mt. Robson where the criminals were tied to a tough tree. Spiderman said goodbye and swung away whistling his favorite tune. Kraven the Hunter, the best hunter alive, cautiously stepped into the clearing and cut the Vultures loose. He then was swallowed from sight by the thick vegetation.

Nearby the X-men's main headquarters, a rocky patch of ground revealed nothing out of the ordinary. The earth under it was an entirely different story. A vast military base branched out into a huge fortress, made to withstand the blast and radiation of an atomic bomb. It was under the command of the famous war hero, Nick Fury. This renowned leader was the only calm member of that entire military base.

"S-S-Sir," stuttered an excited young com officer.

"Calm down, son. Tell me what is going on," demanded Fury. "Well, Sir, reports just came in that a gigantic force of superhuman villains is headed in our direction!" he explained hurriedly.

"What are their numbers?" Fury wanted to know. "Unknown, Sir. However, the numbers appear large on our scanners."

The second in command of the base asked Nick Fury, "What are we here for? Are we going to intervene? We can't stop that large of a force."

Fury answered, "I have tracked the Hulk to here and have decided that possible intervention may be necessary. Look at these photos, Major."

He leaned over the computer and tapped a few keys. Pictures came up on the monitor that caused the major's blood run cold. The photos were those of the incoming villain force. One photo was a still shot of Venom webbing his way through the mountains with venomous saliva dripping from his razor-sharp teeth. Another shot was of the infamous virtually unstoppable behemoth of a man that is half-brother to Professor Charles Xavier called Juggernaut.

"Now maybe you will see why I have kept this operation inconspicuous (not noticed). Do not spread this information around. We need cool heads do manage this facility in crises, especially this one. I will evacuate all personnel if need be. Now get back to you post." Nick Fury replied to the major's reaction after seeing the satellite photos.

"Yes, Sir!" the major said with renewed respect for his commander.

Shaw contemplated the criminal team's next possible move. The villain Venom was interrogating him. Shaw reluctantly tuned back into the annoying rather one-sided conversation. Venom was sitting across from Shaw giving him a piece of his mind.

Venom was saying, "This trip is the most useless waste of time I have ever been exposed to. The people I am forced to work with are dumb and incredibly simple-minded. Why did you even hire those dopes? They have no imagination whatsoever."

"You would do well to follow their examples," Shaw advised quietly, "Mindless, drones never question orders. None of them is as much of a pain in the neck as you are. Do yourself a favor, Mr. Brock. Shut your mouth. Use your imagination to destroy Spiderman and his friends, but most of all, obey my orders. You were specially chosen by me and your 'dumb, incredibly simple-minded' comrades recommended you and your services. I am giving you a unique opportunity to lead a squadron of crimes finest against Spiderman with the intention of wiping your enemies off the face of the earth. Are there any other stupid comments or questions you wish to insert, Mr. Brock?"

"Yes," replied Venom, "Why do I have to listen to you? What do you know about combat, Shaw? How do you expect to lead your men into battle when you are afraid to get dirt on your clothes? You are nothing more than a wealthy idiot with hired guns to do your bidding. You are no more a leader than I am a hero. At least I know where I stand, rich boy. You are nothing."

Venom attempted to punch Shaw and his fist barely brushed his jaw. Shaw smiled, grabbed Venom's fist, and refused to let go. Venom tried to pull away and found that his fist was immobile. He tried to hit him with his other hand with the same result.

"I am fed up with your rebellious attitude. If you want to leave then you can forfeit the glory when we beat them. Control yourself or leave now. There is no point keeping you around anymore. Goodbye, Venom." said Shaw. Venom became angry.

He said, "Now hold it, Shaw! I was hired and I am staying. You cannot make me leave. One last question: Why do I have to work with that idiot Rhino? He is a brainless battering ram."

Juggernaut was walking nearby and heard the snide comment concerning Rhino. Juggernaut pulled Venom from the truck and shook him.

"You listen to me. No talking down your teammates publicly. At least Rhino completes his assignments without complaint, which is less than I can say for you personally. Now get out of my sight, you stupid costumed whiner."

Venom webbed away into the forest.

Thinking of the upcoming battle, Juggernaut muttered under his breath, "I will defeat you, half-sibling. I will find you, and then I will take great pleasure in your long overdue demise. I will win, if it's the last thing I do!" Meanwhile, Shaw finally developed a sound battle plan that seemed virtually unstoppable.

The remaining hero forces prepared for the attack by constructing a small castle out of stone and wooden foliage. Xavier surveyed his opponents' progress telepathically. He was neither surprised nor pleased.

Nightcrawler, the teleporting X-Men member, appeared in front of the Professor. "You were right about the criminals' force size. It looks like the Villains' Night Ball and we seem to be the volunteered as hosts. Our guests appear to be pulling up in our driveway."

He disappeared with a bamf sound and a cloud of smoke.

Xavier turned to Phoenix and said, "They are moving faster than I anticipated, but not fast enough to disrupt our plans too badly."

Colossus was hiding in a small cave planning to ambush a few villainous scouts. He thought he heard something. He stepped out of the cave looking scanning for dangerous opponents. Colossus, seeing no danger, turned to reenter the cave. Sensing no danger, Colossus turned his skin into normal flesh. He saw something or someone move in the darkness of the cave. He moved to investigate when a black figure leaped out of the darkness at him. He saw stars and than saw only darkness as he fell to the ground. Venom stood above him laughing.

The Vultures had resumed their scouting. Kraven the Hunter was just finding the main attack force. Kraven told Magneto and Shaw of the events that transpired between the Vultures and Human Torch. Magneto was furious at their failed battle.

"We lost one battle already. I think it is time to recall all forces for a large-scale attack. We are vulnerable now that they know we are here." Magneto proclaimed.

Shaw agreed with the sound logic of his companion.

Colossus woke up with a massive headache. The first thing to greet the X-Men's senses was the fowl breath of Venom who was hanging upside down in front of him. Colossus immediately tried to attack Venom.

"Bad idea," Venom advised. Venom pointed towards the sky.

Colossus followed Venom's hand with his eyes, craning his neck to see where he was pointing. He looked up and saw the forest floor far below him. At that moment, Colossus realized that Venom was not hanging upside down; the X-Man was.

"What do you want with me, Venom?" asked Colossus. He continued by saying, "I hope that you don't expect me to join you, because I never will." Venom burst out laughing.

"Do you honestly believe that I want you to join me?!" Venom asked in between gales of laughter.

"I did until you laughed like that and said what you said." Colossus replied uneasily. "If you don't want me to join you, than why am I still alive?" the X-Man asked with growing dread.

"Maybe I can answer that," said a man on the ground. Colossus turned to see who was speaking and was shocked out of his skin to see himself guarding the cave entrance.

"Perhaps you have heard of me. I am the notorious half brother of Kraven the Hunter. I call myself the Chameleon." the man replied in response to Colossus's surprise. Chameleon is an international criminal who is a master of disguise and mimicry. I plan to walk right into your base to plant explosives. After that, I will waltz right out and watch it as it is leveled. I will dispose of you later." Chameleon revealed.

"You under estimate my team," Colossus shouted, "Professor will see right through your phony disguise and Wolverine will dispose of you the same way you plan to dispose of me. In addition, when, not if, I escape, I will personally teach you a lesson you will never forget. I will…" Colossus stormed, but was cut off when Venom threatened to drop him to the ground. The ground appeared to be a very long way down to Colossus. Venom gestured for silence.

Chameleon smiled and said cheerfully, "You greatly under estimate my skill and abilities. You have a right to be wrong. Farewell."

He straightened his collar and strolled away laughing. Unknown to the villains, Invisible Woman observed the conversation from a short distance.

Hulk was contacted by Invisible Woman and was requested to go to Colossus's hideout that had been selected by Bruce Banner (Hulk) himself. He encountered Chameleon on his journey there.

"What are you doing away from your post?" inquired Hulk believing that Chameleon was Colossus.

Chameleon had not expected this development when he had planned his infiltration of the base.

He replied nervously, "I was switching posts with Spiderman." Hulk thought for a moment and replied angrily, "Spiderman wasn't assigned a post! You are not Colossus! Meaning that you must be a villain. A villain of disguise. The only master of disguise around is Chameleon. You must be Chameleon. See you around."

Hulk picked up the fleeing Chameleon and pulled off his mask.

"Impressive quality for a single mask. ' Hulk said, "I would recommend your services if you weren't a criminal. Too bad."

He proceeded to punch Chameleon sending him flying to rejoin the main attack force. He crashed through the roof of the mobile chow house. The cook was more than a little scared at his sudden entry through the ceiling.

"Can I get you a hotdog or something, Sir?" the cook asked anxiously.

Chameleon pushed him away, angry at being (in his own mind) humiliated by the Hulk.

Venom received a call on his walkie-talkie telling him to rejoin the main force. He argued with his communications officer until he saw the Hulk coming. After that he was more than happy to obey orders for the first time that entire day. Venom ensured his departure by dropping Colossus. Hulk leaped and caught Colossus in midair. He freed Colossus of Venom's web turning to face Venom. Venom was long gone by the time Hulk turned to fight him.

Xavier and Phoenix sensed the enemy was regrouping to attack. Phoenix sent out a telepathic warning to her teammates to come back to the base. An hour after everyone arrived at the base, the first wave hit.


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