Clad in a set of light weight reconnaissance armor Elizabeth stared through the fence at the MPs patrolling the base's perimeter. It was early evening and time to start the investigation in earnest with an undercover visit to the ammo dump that the insurrection was using as a rearm and restock point.

"Nijo do you have us on camera?" she whispered into the tiny crystal mounted on her shoulder.

"We have both you and Toxin on screen." Nijo answered, "Guard rotation on the ammo dump is in five minutes, putting mission clock on screen now."

Part of Elizabeth's interactive HUD was replaced by a clock counting down. Looking over at Toxin she gave the symbol to move in under camouflage. Activating the sophisticated camera layer on her armor Elizabeth quickly blended into the background, now invisible to the naked eye as Toxin leaped over the twelve foot fence and landed on the other side. Elizabeth followed climbing swiftly up and over the fence glad that the sound dampening systems were neutralizing the noise of the clattering fence.

"Now do we play?" the Symbiote asked excitedly. Elizabeth couldn't help but smile a little bit, despite her worries Toxin had remained well behaved and was no where near as violent as she was expecting.

"Let's have a race," she suggested, "Whoever gets to the target first in the stealthiest fashion wins." she explained, "The others can judge the competition." she added moving off.

"You didn't say go," Toxin wined as he began to head off himself.

"First thing you need to know Toxin, is that I cheat." she replied dodging a patrol of marines heading towards the mess hall. The going was easy, this is what she lived for and while Elizabeth had never thought of infiltration as a game it would be easy to think of it that way. Sliding under a truck that was blocking the way Elizabeth got to her feet and saw the ammo dump just ahead the guard on the gate eagerly checking his watch.

"Sorry Toxin but you're about to loose." Elizabeth said quietly. From behind her something heavy impacted with her knocking her flying. Looking back Elizabeth saw the armoured figure of War Machine walking towards her with Pepper following him her handgun ready. All around the base sirens went off and automatic flood lights came on-line.

"Who are you?" Pepper asked pointing the gun at her head.

"The armor doesn't match anything used by any national military or law enforcement agency." James replied. Elizabeth looked down and saw that the bump had knocked out the camera camouflage system revealing her to both James and Pepper.

"Do you need help?" Toxin asked

"No, remember the game." she ordered, "Ghost do you want the honours?" she asked.

"Hacking in now, just get ready to disappear as soon as you're able." Ghost replied. From one of the storage sheds a massive explosion and a large Armoured Trailblazer Robot busted through the doors wildly firing its flamethrower and 20mm Cannons. Running away from the robot Elizabeth ducked under a guard tower and watched as James led the attack blasting the drone with hand mounted Repulsors while avoiding his opponents cannon fire. The Trailblazer let out a grinding metallic screech and fell to the floor it's processor cored by a Repulsor blast.

"Where did that spy go?" Elizabeth heard Pepper call.

"Check the area, the target can be recognized by her heat signature." James informed the others, "Now get moving."

"Tyto you armour's cloaking system is back on-line." Nijo informed. Elizabeth activated the system and saw the armor shimmer and change colour to match that of her surroundings.

"Did War Machine just betray us?" Ghost asked

"Yes and No I think." Elizabeth said, "The bump was deliberate I am almost certain of that but this armor suit reduces visible thermal output so my heat signature will be invisible."

"So what he was just showing off for his girlfriend?" Nijo asked, "Don't kid yourself Tyto, Rhodes has gone Rouge."

"Enough, we'll deal with that when we have to." Elizabeth ordered, "Toxin where are you?"

"On the roof," Toxin replied, "Does that mean I win?"

"Only if I can cover the last fifty meters without being detected." Elizabeth complained sliding out from under the tower and sprinting to the ammo dump where Pepper and James were talking to Private Sledge. The name was familiar but Elizabeth couldn't place him, for now Sledge was the last obstacle between her and phase two. Eventually James and Pepper disappeared and Sledge locked the door behind them.

"Great, now we have company inside." Elizabeth complained as she climbed onto the roof where Toxin was stationed.

"What do I win?" Toxin asked excitedly.

"What do you want?" Elizabeth replied.

"Pat wants' to talk to his wife." Toxin answered. This shocked Elizabeth, she knew that Toxin's 'host' was married but she hadn't expected this level of maturity from the Symbiote.

"I'll clear it with Victoria." Elizabeth promised, "Nijo we have a problem, War Machine and Ms. Potts are inside before us, we need a thermal sweep to find an area for a clean infiltration."

"There isn't one." Nijo replied, "From what we can see there at opposite ends of the room looking at one another, admittedly there might be something in the way that you can use as cover but I wouldn't like to chance it."

"Wait what about the cameras on War Machine's Armor?" Elizabeth suggested, "We could use them to get a view of the room."

"Does that mean I have permission to hack his armor?" Ghost asked innocently.

"Don't try and fool me, you already have the access codes." Elizabeth scolded, "But yes you have permission to hack into the armor but only the cameras. Do I make myself clear?"

"Crystal." Ghost replied as frantic typing could be heard across the comm. link, "Okay good news for you there is at least four rows of shelves full of boxes and a large open area. Head two meters right and half a meter forward and you should reach the optimum drop point." Elizabeth found the point and pulled off the armoured backpack that Toxin had filled earlier that day. Pulling out a spray bottle Elizabeth soaked a half meter circle with the liquid inside and watched as it ate through the roof creating a hole inside.

"Okay we're in thanks to Tate's acid spray." Elizabeth informed the others as she dropped down into the ammo dump followed closely by Toxin. "Okay cover that hole she ordered him. The Symbiote spread away from the back of Pat revealing a second backpack from which Elizabeth removed a half meter Titanium sheet. Using his webbing Toxin quickly sealed the hole with the plate before covering the backpack up again.

"And now we wait." Elizabeth explained, "Nijo keep watch on the ammo shed, I want to know if anyone is coming in or out."

An hour later the pick-up team arrived in a whoosh of dark energy as Cloak materialized into the shed. He had brought six agents clad in SHIELD armor armed with M16 Assault Rifles and M203 Grenade Launchers.

"What's he doing here?" one of the agents asked.

"Rhody has come to help us take down Osborne." Pepper explained.

"What have you told him?" the agent asked.

"Almost nothing." James answered, "But I'm ready to help fight against Osborne in any way I can."

"He's telling the truth." a female agent replied removing her helmet revealing an impossibly white light.

"Are you sure Dagger?" the agent asked.

"Mostly, he's hiding something, but I'd be more worried about the spies listening to our conversation." Dagger stated. Elizabeth and Toxin turned to fight but were grabbed by the wall behind them as the face of the guard outside covered in cold titanium leered at them. Elizabeth remembered who Sledge was now, he was the son of the Absorbing Man, Stone Wall.

"Looks like we have a couple of moles." Stonewall growled as Toxin struggled to get free. "How about a late supper Cloak?" he asked dropping the two HAMMER agents in-front of the shadowy figure.

"Wait." Elizabeth called trying hard not to panic, "We have information that you could use."

"What information could you possibly have that we would need." one of the agents said.

"We have schematics of Avengers Tower and details of an attack on you camp." Elizabeth blurted out.

"What do you think?" the agent asked, "Do we trust them?"

"Intelligence is the currency of war, if they are lying then you can just kill them, but for now they are useful." James suggested.

"Okay take them." the agent ordered. Elizabeth felt a thud in the back of her skull and fell to the floor unconscious. Picking up the two agents James strode confidently into the portal that Cloak had created following Pepper and Stonewall inside as Dagger took off her armor revealing the most blinding light he had ever seen. As he emerged from the light he found himself on an oil platform, the water aggressively whipping around the supports.

"Welcome Cornel Rhodes." a voice said from the top-deck, "To my operation. My superiors report that they are happy to see you alive and out of prison."

"Thank you sir." James replied, "Just happy to serve." he added

"Agent Lane and Chase take these two to the brig. Dagger take the team back through to the shed and pick up the supplies. Agent Harrison take their effects for cataloguing, see if we can discover who they are."

"Yes Sir," the agents called taking Toxin and Tyto away towards a door marked Galley and Brig. Another agent descended the stairs with Tyto's backpack quickly disappearing from view.

"Come Cornel we have much to discuss." the figure said heading into the office at the top of the oil platform.

Down in cataloguing Agent Harrison pulled out the items in the armoured back. He had already removed a suppressed firearm, an empty spray bottle, some flash bangs and a micro USB Key among other incriminating items. The last item was a glass bottle full of multi-coloured sand that heated up as he removed it from the pack. Cursing he dropped the hot bottle that smashed on the floor spreading the sand that eddied in the wind. Harrison looked confused, he was in a sealed room, there was no wind he thought as the sand formed the shape of one of the most beautiful women he'd ever seen. As she solidified she reached out and stroked his cheek, her touch caused him to feel weird as his body collapsed into a pile of dust.

Geode cracked her neck before forming her costume from the former Agent Harrison to cover her naked form. "This is Geode," she called into the crystal sticking out of her hand, "Phase 3 is ready to commence, I repeat Phase 3 is ready to commence."