DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spider-man Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.

In short; I don't own anything in this story.

Hey guys, listen ... sorry for the unexpected absence, but a course i was preparing to go on in October was moved up ahead of schedule and started in July. So i was extremely busy for 2 weeks straight and had no time to work on the story, which is why i decided to make this a short chapter in order to get it out quickly.

This is just for fun.

Enjoy

Chapter 24: Boots on the Ground

New York City – A.I.M. Facility – Day

Scattered throughout the city, several strongholds belonging to organisations like Hydra, Zodiac and even the Singh Brotherhood are being used to provide excellent concealed outpost for military personal and equipment that will be essential for Earths defence. Located in an abandoned warehouse, just beneath the Queensboro Bridge, is an entrance to one of the few many functional A.I.M. facility's located around the city. And since each facility is interlinked with each other like sections of a hive, it'll be a lot easier to manoeuvre units into position around the city.

So while detachments of A.I.M. forces, US military and Bpaa Thap units are preparing to move out underground; back on the surface, Zorro is preparing in his own way by taking advantage of the quiet warehouse space to sharpen his swordplay techniques. Moving with the grace of a dancer, he thrusts and swishes his sword elegantly around the open space with a controlled and practiced precision that he has carefully developed over several years.

Tornado Z: "Mente tu juego de pies … Su detras de 0.005 segundos" (Mind your footwork … its behind by 0.005 seconds)

Zorro: What are you, my father?

Tornado Z: "Alguien tiene que mantenerlo derecho." (Someone has to keep you right)

Zorro: Well, you sounding more like him.

Powerman: Sounding like who?

Zorro halted his routine and looked behind him to see Spiderman's old teammate Powerman standing by the "hidden" entrance to the A.I.M. facility.

Zorro: My father … he taught me the ways of the sword and he use to nit-pick at the smallest of imperfections. Apparently, my Tornado Z has taken up that mantle.

Tornado Z: "Usted estaria perdido sin mi." (You'd be lost without me.)

Zorro: You're not wrong.

Powerman: So your old man was tough on you huh?

Zorro: You misunderstand; as a father he was very supportive. But as my sword master, he wouldn't settle for anything less than perfect.

Once again, Zorro raised his sword and started thrusting and sweeping his sword around him.

Zorro: "A dying art" he used to call this. "The most elegant and purest expression of skill, from a more civilised time". People these days prefer their guns and bombs … quick and simple. But only a master of patience and a disciplined mind can use this weapon to its fullest potential.

He stops for a moment to see Powerman still watching him, but having the confused look about him, like he didn't know how to respond to what Zorro was talking about.

Zorro: (Chuckles) Forgive me Senior Powerman, it should have occurred to me that you didn't come up here to watch me practice … was there something I could help you with?

Powerman: Oh no its just … er … look man, can I ask you something?

Zorro: If you wish.

Powerman: Have you ever been … distracted by a new teammate before?

Zorro: Your referring to Senourita Jones?

Powerman: Wait, how did you…?

Zorro: It's a gift … So go back down and talk to her, you may not have another chance.

Powerman: Yeah well, it's not that simple; I mean Jessica's nice and all but is now really the best time to bring something like this up.

Zorro: My friend; Take happiness whenever you find it … whether it's a relationship, a night of passion or just a quiet moment. They remind us of what we fight for.

Powerman thought for a moment about what Zorro said and smiled back at him. But before he could thank him, the two of them heard what sounded like thunder from the skies above. They both walked outside and looked up to see hundreds of Mongo transport ships descending from the thick layer of clouds above.

Zorro: My friend … I think your moment may already be up.

Mongo Transport

Mongo Pilot 1: We've breached the upper atmosphere, forming up with the rest of our forces.

Mongo Pilot 2: Ready to launch the Shock Troopers.

Mongo Pilot 1: Launching in 3 … 2 … 1.

The Mongo transports had temporally slowed their decent, before opening several hatches across their underside. Then large cannon-like launchers emerged from the openings and took aim at the city below. When all the transports were finished moving into position, they opened fire, launching several drop pods that raced across the city's skyline.

The soldiers stationed down in the streets below, watched as hundreds of fiery pods flew over their heads and crashed down into the streets nearby. Some even crashed straight into buildings and surrounding skyscrapers, which caused a few smaller buildings to collapse under the sheer force of impact.

A detachment of Bpaa Thap and US troops, led by Captain America, Red Hulk and Iron Spider (Amadeus Cho) had advanced towards Time Square, where a large number of pods had landed. The heavy vehicles they had at their command (Tanks, missile launchers etc.) were kept at a range while the troops moved forward cautiously around the impact zone.

Capt. America: Everyone form up and be ready for anything!

Red-Hulk: You see anything in red armour … give it a proper planet earth greeting!

After a few minutes of seeing no activity coming from the crashed pods, Iron Spider approached one close by and (while accompanied by a squad of soldiers) began scanning it.

Iron Spider: Strange … these pods don't seem to have any doors or hatches. It's just a solid structure.

US Soldier: A decoy?

Iron Spider: Perhaps … but I'm getting some unusual readings inside. Not sure if its…

Before he could finish, the base of the pod began corrode away as a thick red substance began oozing melting its way out of the pod.

Iron Spider: EVERYONE BACK AWAY! Cap, its magma! And its reading at 1600 C.

Capt. America: EVERYBODY FALL BACK!

He and the squad with him retreated away from the now dissolving pod as it gets swallowed up by the substance as it expands its radius around the Square. Soon nearby cars, lamp posts, mailboxes, anything that the substance gets close to starts melting at an alarming rate. As the heroes and their forces were able to keep their distance; there was one soldier who tripped over some debris and fell to the ground.

Iron Spider saw this and flew over to help him, but the moment he grabbed hold of the soldier's hand, he was engulfed by the magma. In mere seconds the soldier was dissolved, leaving Iron Spider holding only the poor man's arm.

Iron Spider: Oh my…!

He suddenly gets a reading from his on-board computer.

Iron Spider: It can't be… Cap, if these readings are correct … this magma is alive!

Suddenly a long molten hand shot out from the magma and grabbed hold of Iron Spiders leg. As he tried to use his repulses to blast it off him, the rest of the arm began to morph into monstrous figure. It grew up to about 9ft and molten rock began hardening around it, creating a golem-like shell. It didn't take long for more of these "Magma-Men" began to form, and even less for Earths defenders to open fire on them. Meanwhile the Magma-Man latching onto Iron Spider suddenly had its head smashed to pieces by Capt. Americas shield and was forced to let go of the young genius and wait for a new head to regenerate in its place.

Magma-Man: RAAAAAAAAHHHHHHHHHHH!

As the Magma-Men advanced towards Earths forces, the military's Tanks opened fire in order to provide cover for their troops as they put distance between them and magma slowly engulfing the whole area. However, the creatures kept reforming themselves and continued with their attack. Iron Spider is hovering around the Square, desperately trying to rescue as many soldiers as he can that were trapped by magma, while Capt. America and Red Hulk are fighting alongside Bpaa Thap soldiers against the Magma-Men.

Red Hulk: Come get some ugly's, nothings hotter than me!

Capt. America: We need to get to higher ground, it's impossible to fight them this close.

Iron Spider: Cap, I've got an idea … just hold them off for me.

Capt. America: Whatever you're about to do, do it fast soldier.

While trying to avoid chunks of magma rock being hurled at him, the young genius began modifying his armours coolant systems. When he was ready, he flew over the Magma-Men closest to the soldiers and fired energy beams from his repulses. Thanks to his modifications, the beams emulated a temperature cold enough freeze the creatures below, even the magma sweeping the ground began to harden solid. Soon the Magma-Men were frozen in place like statues around Time square.

Iron Spider: Cap, I can't keep this up for much longer, my armour is starting to overheat.

Capt. America: We'll take it from here.

He activates his comm-link to commander of the Tank battalion.

Capt. America: Commander are your forces ready?

Tank Commander: "Locked and loaded Captain."

Capt. America: Then light them up.

The Tanks adjusted their line of sight before unleashing a barrage of firepower down upon the invading forces. This continued for several minutes until the frozen Magma-Men were left shattered into pieces. The Earth defenders began to cheer I celebration, however their victory was short lived as Iron Spiders sensors picked up vital signs from the rocks and also that their internal temperature was beginning to rise again.

Iron Spider: Cap! They're not down, I calculate they'll reform in 10 minutes most and my armour can't handle another move like that again.

Capt. America: Then were going to need bigger freezers.

He activates his comm-link and gets in touch with the other teams around the city.

Capt. America: I need any and all meta-humans with cryo-powers down on the ground, find more f these hot heads and do what you can to slow them down.

Iceman: "On it."

Blizzard: "Roger that."

Iceberg: "On my way."

Ice princess: "With pleasure."

Agent Venom: "Err Cap, could you send some "Fire" guys our way?"

Capt. America: That won't help against these Magma-Men.

S.H.I.E.L.D. Academy "Triskilion"

Agent Venom: It's not Lava-guys we're dealing with here.

The young S.H.I.E.L.D. Agent looked out onto the battle waging around him; several of his fellow trainees along with detachments of the U.S. military and S.H.I.E.L.D. forces are fending off waves of golem-like creatures … only these ones were encrusted with ice. They froze the ground beneath them with every step they take and fired sharp icicles from their hands.

Luckily these creatures are slow moving, which gives the soldiers a chance to out manoeuvre them. Squads of soldiers attract the attention of these "Frost-Men" with suppressing fire, while several S.H.I.E.L.D. agents flanked behind them and hurled explosives at them. Unfortunately, their icy shells proved too tough to take any damage, it wasn't until the agents risked jumping onto the Frost-Mens backs and jamming explosives in-between gaps in the creature's shell that they were able to bring some of them down.

However, this doesn't slow the Frost-Men down, they continued on with their attack while Agent Venom and his fellow trainees Squirrel-Girl and Ka-Zar desperately try to hold them back. Squirrel-Girl tries to confuse the invaders by disorientating them with her small army of squirrels while both Agent Venom and Ka-Zar blitz attacks them from the side, then Ka-Zars companion Zabu strikes while they're down.

As Zabu launches itself at one Frost-Man, it's taken by surprise as its fallen prey quickly recovers, grabs Zabu and throws it with great force into the remains of a frozen jeep.

Ka-Zar: ZABU!

The S.H.I.E.L.D. trainee rushes over to his friend and is relieved to see that the sabretooth tiger is still breathing but injured. Ka-Zar lifts Zabu onto his shoulders as Agent Venom provides covering fire with his shoulder missiles.

Ka-Zar: I must get my friend to safety!

Agent Venom: Not … gonna … be … easy!

As a few Frost-Men began to encircle around the heroes, they suddenly find themselves being engulfed by flames. The heroes look up to see Johnny Storm, along with the inhuman Inferno, Wiccan and to everyone's surprise … Ghost Rider, racing over to the front lines to aid the troops.

Johnny Storm: Heads up guys … the fireworks are here!

Ghost Rider: The … heat … is … on.

Parker Industries

On the rooftop of his multimillion-dollar tower, Spiderman looks out onto the city around him, watching buildings burning and the sound of shell fire echoing in the distance. He stood quietly on the edge of the rooftop before looking up to see more Mongo transports descending from the skies and towards the city. Calmly, he activates his comm-link and sets up a conference call with himself and the rest of the League.

Spiderman: Its time … good luck everyone.

A/N: Comment and Review.