A/N: Man, I'm going to be glad when I get through this showdown – these are long, complicated chapters to write and I'm exhausted! It's all worth it if you're enjoying yourselves though. :D

This chapter has a lot of description with the action again, so lots going on. I think this is a chapter which will give some of the pay offs people have been asking for. I guess I'll see if I'm right when I read your reviews. ;) One of my reviewers asked how much longer with this actually showdown part of the fic... I'd say maybe another 2 or 3 chapters, depending on their length and then it'll be all about the aftermath. :D Hope that helps with getting through all the cliffhangers... of which there are more to come. LOL

Before we get to the chapter, here's a little game with I came up with while having lunch yesterday – Match those Marvel actors up. It occurred to me I could think of quite a lot of movies where actors who'd played Marvel characters had been in movies together. I started to write them down and so far I've come up with 20 movies where Marvel actors have been in together but I feel like that's only the tip of the iceberg. If anyone wants to play along at home, here is the list I've come up with so far. Let's see how many more we can add to it... if you're looking to waste some time, that is. ;)

Iron Man (RDJ) – Hulk (Mark Ruffalo)... Zodiac

Hulk (Mark Ruffalo) – Rogue (Anna Paquin)... Margaret

Captain America (Chris Evans) – Mr. Fantastic (Ioan Gruffuld)... The Fantastic Four

Hawkeye (Jeremy Renner) – Nick Fury (Samuel L. Jackson)... SWAT

Hawkeye (Jeremy Renner) – Hulk (Edward Norton)... The Bourne Legacy

Mr. Fantastic (Ioan Gruffuld) - The Punisher (Ray Stevenson)... Arthur

Black Widow (ScarJo) - Wolverine (Hugh Jackman)... The Prestige, Scoop

Hulk (Mark Ruffalo) - The Mandarin (Ben Kingsley)... Shutter Island

Black Widow (ScarJo) - The Sandman (Thomas Haden Church)... We Bought a Zoo

Black Widow (ScarJo) - Daredevil (Ben Affleck)... He's Just Not That Into You

Nick Fury (SLJ) - Bucky (Dominic Cooper)... Reasonable Doubt

Nick Fury (SLJ) - Magneto (Michael Fassbender)... Inglorious Bastards

Hawkeye (Jeremy Renner) - Jean Grey (Famke Janssen)... Hansel and Gretel, Witch Hunters

Wolverine (Hugh Jackman) - Storm (Halle Berry)... Swordfish

Captain America (Chris Evans) - Black Widow (ScarJo)... The Nanny Diaries

Hulk (Eric Bana) - Thor (Chris Hemsworth)... Star Trek

Pepper (Gwyneth Paltrow) - Hulk (Mark Ruffalo)... View from the Top

Iron Man (RDJ) - Hulk (Eric Bana)... Lucky You

Hammer (Sam Rockwell) - Agent Coulson (Clark Gregg)... Choke

Iron Man (RDJ) - Darcy (Kat Dennings)... Charlie Bartlett

Chapter Sixty-Four

Natasha ran as fast as she could through the laboratory corridors, conscious of the group of men hot on her tail. She rounded a corner and then turned around, turning back to face them and catching them off guard. Natasha held up her hands and discharged the high-frequency electrostatic bolts from her custom-made bracelets. They were capable of stunning even a superhuman opponent so she chose her targets carefully. Thor and Iron Man felt the bite of her attack and it dropped them to the ground, but Natasha knew it wouldn't permanently hurt either one of them. She needed them on the attack and distracted, not harmed. With a quick flick of her wrists, Natasha threw out a couple of pellets of tear gas from her belt, debilitating Cap and Hawkeye and then she was running again as they tried to fight their way through the gas.

Natasha knew where she was taking them, the memorising of the floor plan of the building serving her well. They were heading towards the underground bunkers below the laboratory building. From the plans she'd memorised, Natasha knew they were small and windy and that was what she wanted. While she couldn't match the strength of any of the men, she knew it was going to come down to her cunning and agility. She could move around small spaces a lot easier and faster than the others could and Hawkeye and Cap would have trouble using their weapons. Natasha didn't actually have an out plan at this point, but she knew the longer she kept the Avengers occupied, the more lives were being saved and that was all that mattered.

Tony's urgent voice was in her ear again. "We're coming up behind you, keep ahead of us! Tell me you have a plan, Romanoff."

Natasha could hear the concern in Tony's voice. "I always have a plan, Stark," she reassured him calmly as she ran along. "You know that."

"I also know I generally don't like your plans," he countered.

Natasha glanced over her shoulder to see the Avengers were now right behind her again. She came to the door to the basement and kicked it open. "You're probably not going to love this one either," she conceded.

"Don't you let us kill you," said Tony tightly, "do what you have to, Natasha. No one is going to hold it against you."

Natasha ran down the stairs to the basement area which held all the bunkers and didn't answer and just hoped it didn't come down to that.

oooOOOOooo

Agent Coulson felt like he was no longer blinking as he continued to watch the speeded up tapes of the prison visitors room. Suddenly he froze as a young man in a suit approached the table in the visitor's room where Hammer was patiently waiting. Coulson quickly checked the manifest and saw that Hammer was meant to be meeting with his lawyer, only this wasn't one of the usual three which had come to visit him. Coulson's eyes ran over the frozen image of the man, taking in the way the grey suit didn't quite seem to fit, like he'd had to borrow it or something. That wasn't usually the case with the lawyers a man like Hammer would retain. Anything less than a seven thousand dollar, handmade suit would be unthinkable. What really had Coulson's attention though, was the fact that this supposed lawyer was wearing sneakers with that ill-fitting suit. The manifest said the man's name was Peter Shearer, an associate at Barns, Philips and Messer but Coulson wasn't buying what that for a moment. The man with slicked back dark blonde hair and thick black glasses looked far too young to be an associate. Hell, he barely looked old enough to shave. He quickly ran the video at normal speed and waited until the man glanced nervously around him as he took a seat in front of Hammer. Coulson froze the screen, capturing the man's face clearly. He immediately started up the facial recognition software and willed it to find a name for him sooner rather than later.

A miracle happened when unexpectedly, the software found a match within five minutes. The image of one Jeremiah Weems filled the screen as Coulson immediately confirmed it was the same person as the man visiting Hammer. Weems had made himself known to the FBI because of some hacking charges back when he was eighteen years old. The twenty-three year old hadn't been on the radar since and a quick examination revealed he'd been top of his class in MIT and graduated with honours, before dropping off the grid. Coulson had a pretty strong idea that he knew who'd snapped him up. Coulson studied Weems' credentials and could instantly tell the young man was a genius and would have all the talent and knowledge needed to be able to run Hammer's grand plan and his gut told him he had the right man. He ran checks on the man, looking for a clue as to where he might be now and on screen it popped up that a credit card in his name had been used for the purchase of an expensive ergonomic chair. A few more quick key searches and Coulson had the delivery address for the chair. It was to a warehouse on Coney Island in the industrial section. Coulson knew that would be a perfect place to set up shop for Hammer with the amount of computer hardware this kind of operation would need.

Coulson instantly made a call. "Sir, I think I've located the nerve centre for this operation," he said quickly. "I'm sending the intel to your console now."

There was a brief pause while Fury skimmed the information and then he was all business. "Dispatch a team and close it all down," Fury ordered him sharply. "Then bring him Mr. Weems back to me, I feel like we're going to have a lot to talk about."

"Yes, sir," said Coulson and hung up. He rushed out into an adjacent room where several SHIELD agents were on standby. "Organise a crew," he directed them, "I want them ready to roll in less than two minutes. I'm uploading the target to your PDA's, familiarise yourself and be on the carrier ready to dispatch when I give the word. I'm organising a ground crew to meet us there." There were brief nods of agreement from the other agents and then they were already getting prepared. Coulson was hurrying out of the room, making his next call to ground crew to organise details. Time was of the essence and he knew each tick of the clock meant more lives were at stake.

oooOOOOooo

Pepper ran up the stairs, desperately praying that Happy and Lewis were alright. It had almost killed her to leave them, but she couldn't have helped them right then. Hammer running off hadn't surprised her and it was no great loss. He would never willingly help her and Pepper wasn't going to take the risk of trusting him in anyway, even if that was an option. She'd almost instantly worked out she was looking at the nano-bot contaminated Mach VII suit when she'd looked into that room and her heart had sunk. A bad situation had gotten much worse. Taking out the arc reactor was one thing, taking it out while an Iron Man facsimile stood guard over it, well, that was taking it to the next level. Pepper knew her only chance was to find some kind of weapon to use against the suit and the only place she might find that was in Tony's lab so she was heading there as fast as her legs would carry her. Pepper raced to the lab, hastily punching in the code to get her inside. Once she was in the lab, Pepper looked around, trying to see if there were any kinds of weapons lying around. It was hard to miss the safety pod in the middle of the room and she closed her eyes, wishing this wasn't happening.

Pepper grimaced as she heard the sound of powerful repulsor fire as she stepped off the elevator and made her way to the door. She put in the code for the keypad and continued on into the lab to find Tony in his Iron Man suit, blasting away at his latest creation as Happy sat on the sofa, reading a newspaper. "Tony!" she called out to him but he didn't hear her over the noise. "TONY!"

He finally heard her and stopped firing. Tony turned around as his face visor slid back and he grinned at her. "There's my girl," he said jovially.

"You're making a lot of noise," she cautioned him. "What are you doing?"

"Just testing the shield capacity of my safety pod," said Tony blithely. He walked up to it and looked it over. "So far, so good. Of course, it'd be better if I could have it as a moving target so I can check the shielding can function properly in motion as well." Tony threw a dark look over at Happy. "But someone wouldn't get into the pod because I guess he's not committed to the cause."

Happy didn't look up from his newspaper. "I'm committed to the cause where I don't die screaming in a flaming hamster ball," he responded flatly. "That's a good cause from where I'm sitting."

"Safety pod," Tony corrected him immediately. "It's a safety pod." He looked at Pepper. "It's a safety pod."

Pepper rolled her eyes. "You do realise that you're never going to get me into one of those things, right?" she asked dryly. "All this effort is for nothing, Tony. This is pointless."

"Nothing I do is pointless," Tony countered.

Happy wasn't so convinced. "What about the time you spent eight straight hours trying to find a question that google couldn't answer?"

"That had a point," Tony argued. Pepper and Happy gave him sceptical looks. "I'm sure I had a point at the time," he blustered. Tony smiled at Pepper. "And you, you'll see, this safety pod is going to be amazing and you never know when you'll need an all-terrain, tactical pod to get you out of a tricky situation."

"I'm not you, Tony," she said dryly. "Life and death situations aren't a daily occurrence for the rest of us mere mortals."

Pepper wrinkled her nose. Damn, she was never going to live this down, but she had no choice. Pepper at least knew it could stand up against repulsor fire and there was no way she was going to attempt to get into one of Tony's Iron Man suits, so, the stupid hamster ball it was. She ran up to it, looking it over to work out how to get in as she reached out with a hesitant hand. When her hand contacted the wall of the pod, a message was activated.

"Fingerprint identification verification," said the emotionless female voice. There was a split second delay. "Welcome, Pepper Potts."

Pepper rolled her eyes. Of course Tony had planned on being able to get Pepper into the pod at some point, despite her protestations. The man was impossible. Pepper's face tightened in worry. And he was in terrible danger. She'd worry about the inevitable gloating on Tony's behalf another day, right now all Pepper wanted to do was make sure they both had other days to come. A side panel slid back on the pod and Pepper was able to climb inside and sit in the chair inside. The chair was more like the bones of the back half an Iron Man suit. When you lay back in it, the chair conformed to the whole back half of your body and Pepper quickly worked out that to move the ball forward, all you had to do was my a walking motion forward. Even though her feet didn't touch the ground, the movement of the half bio-suit told the pod what needed to happen.

In front of Pepper, displays of various functions were illuminated. Tony had once shown her what he saw inside the Iron Man helmet and this looked a lot like that. Pepper quickly read all the displays and reached out a tentative hand to press one illuminated feature. Immediately a small ball was launched for the pod and it shot out across the room, exploding on impact against the far wall. "So," said Pepper, "that does that then." She didn't have time to explore much more. Happy and Lewis were in trouble and she needed to get back to them. Pepper turned her head towards the door and the pod followed her action. "Okay," she muttered under her breath, "let's do this." Pepper hated not knowing exactly what she was doing, but more than a decade with Tony had made her very skilled at improvising on a moment's notice. She ran towards the door and found the pod surprisingly easy to handle. How it was going to do on stairs worried her but when she made it to the stairwell, blasting the door off the hinge so she could access it, it was to find the pod made short work of the twelve flights of stairs.

Pepper was back at the arc reactor level and rolling down the corridor as she ran along. The safety pod rolled into the arc reactor room and Pepper tensed, ready for the attack from the Mach VII. Instead of the Iron Man suit though, Hammer stepped up to greet her. He waved an amused finger at the pod. "I'm not sure this is a good look on you, Pepper," he commented.

"Weren't you running for your life, Hammer?" she asked impatiently. "That's what you normally do when the going gets tough." She glanced around and saw Happy and Lewis' unmoving bodies over in the corner of the room and willed them to be okay. Hammer shrugged and his return of confidence had Pepper concerned. What was he up to?"

"Except that my going isn't tough," he countered and then snapped his fingers. "Suit, to me."

The Mach VII walked out from behind the reactor and stood obediently behind Hammer.

Pepper's eyes went wide. "What the hell?"

Hammer's face broke into a smug smile. "I wasn't sure it'd work at first myself, so that surprised look on your face is warranted, Ms. Potts." He looked lovingly at the infected suit. "You see, the nano-bots have been programmed to respond to certain things and react certain ways. Like, when they're threatened, they'll always attack but one other little fact is they've also been programmed for voice command." Hammer's smile became slyer. "My voice command if it comes down to it." He made a grand gesture towards the suit and then the intricate web of silver threads above them. "This, this all belongs to me and is completely under my control." Hammer straightened his glasses and made a self-satisfied face. "And to that end, I think we all know what is coming next." He inclined his head towards Pepper. "Kill her, a lot."

Pepper instinctively took a couple of steps backwards as the Mach VII immediately strode towards her. It lifted both hands and fired its repulsors at her and Pepper flinched but all that fire power simply slid off the safety pod and she was left unhurt. Her confidence boosted by the performance of the shields of the pod, Pepper went on the attack. She hit the same part of the screen which discharged the orbs before and they rained down on the suit. Pepper quickly realised that while the Mach VII had the same arsenal at its disposal as Tony did when he wore it, it lacked the intuition and skill of the man inside to actually make smart moves. The Mach VII simply kept firing on her, while not dodging the exploding orbs she was sending its way.

Pepper concentrated the orbs at the suit's head. After a series of exploding attacks from the orbs, the head finally came clean off. It blew back into the arc reactor and was consumed by the spinning blades. The suit was effectively blind now and Pepper quickly moved out of its way as it staggered around, firing wildly. Hammer had dodged for cover as the suit became lethal to even him now. Pepper pressed another part of her console and this time, a larger orb was launched. It went directly at the headless Mach VII and caught it squarely in the chest. The suit was blown off its feet and back into the arc reactor. Pepper held her breath, hoping the metal suit would cause the reactor to become caught up and ultimately stop, but it didn't. Instead the spinning rings just chopped the suit up into little pieces and kept it whirling around with the rings.

Hammer had run off to the walkway above their heads and he called down his comment. "Well, that was a bit anti-climactic, I must say."

Pepper turned her attention to Hammer and looked up at him standing on the walkway which had the middle missing from where the suit had fired at Lewis. "You need to stop this, now," she ordered him grimly. Pepper headed up the stairs to the walkway. When she was on the walkway with Hammer, they faced off.

"Why would I stop when I'm winning?"

Pepper looked at him in disbelief. "How are you winning, Hammer? You partner in crime has betrayed you and left you for dead, I've just destroyed the Iron Man suit under you control and now you're standing there, defenceless. How is that winning exactly?"

"Who says I'm defenceless?" he shot back at her. Hammer looked around at the nano-pede infested walls and arc reactor. "My children are all around me, willing to do my every bidding." He sent Pepper an evil look. "And guess what, Pepper Potts? Daddy's home." He pointed a finger at Pepper. "Attack her, crush that pod," he commanded the nano-bots. "I want you to rip her to shreds."

Pepper braced herself as the pod was suddenly being assailed by the silver tendrils. They wrapped themselves all around the pod, looking for a way in to attack her. She frantically pressed buttons on the console, hoping Tony had something in the arsenal he'd installed into the pod that could deal with this situation. One of her button pushes caused the pod to suddenly emit a huge pulse of heat. The white glow engulfed the tendrils, turning them to dust while Pepper only felt a small increase in temperature. "Okay," she conceded, "that was good." More tendrils tried to take hold, but Pepper just did another heat wave and burned them off as well.

"Give it up, Potts," Hammer called to her. "How much energy do you think your little ball is using up for it to heat up like that? You're about to drain those energy reserves any minute."

"Then call them off!" she shouted back at him, once again becoming covered in the unrelenting tendrils. "I'm trying to save a lot of people's lives, yours included."

Hammer flung out his arms. "Do I look like I need saving?" he threw back at her. "I'm in complete control here and as long as the Avengers and more importantly, Tony, ends up dead, then I'm going to count this one as a win." Hammer's face resolved into a smirk. "You can't save anyone, Pepper Potts and you can't defeat me. I am your superior in every way and this proves it. The nano-pedes and I are one, and I control all of their power." No sooner had the words left Hammer's mouth when the nano-bots responded to their master's voice and gave him what he wanted. The tendrils whipped out and immediately wrapped themselves around Hammer, starting with his head. The silver strands were coiling around his head and throat as they sought to become one with him, as commanded. Pepper could see Hammer was trying to speak and tell them to stop, but his throat was being crushed and the words wouldn't come out. He struggled wildly against them, trying to break free as more tendrils rushed to join with him. In his frantic battle with the unrelenting nano-bots, Hammer wasn't being careful about where he was. He thrashed around on the walkway, desperate to break loose from their loving but deadly grasp but as he did, he lost his footing.

She tried to warn him. "Look out!" It was too late though. Pepper watched on in horror as Hammer backed up to the broken part of the walkway and inadvertently stepped off. He plummeted into the arc reactor, the tendrils still not letting him go as he tumbled downwards. Hammer hit the rotating rings of the arc reactor and his body was instantly torn into pieces. Pepper flinched and looked away as bright red slashes of blood hit the walls of the room and even her safety pod. She put a hand to her mouth at the gruesome sight of Hammer's blood splattered over everything. Pepper had hated the man, but that was still a horrible way to die as he was ripped to shreds by the rotating rings.

oooOOOOooo

Natasha threw herself under a series of pipes, sliding along the ground and bending all the way back, so her shoulders nearly touched her heels. The others were closing in on her. They'd split up and while she knew Iron Man and Thor were behind her, she wasn't sure where the others were. Natasha leapt to her feet, and kept running, but as she turned a corner, she was suddenly knocked from her feet by a red and blue shield. She bounced off the wall and fell to the ground and Steve was standing over her. Natasha kicked out at him, trying to get some room to stand but he deflected with his shield and then that same shield was being raised above his head, ready to bring it down on her in a death blow. Natasha lifted her arm in a defensive move she knew would do no good.

oooOOOOooo

Lewis lifted his head and then shook it, trying to clear it. The pain in his shoulder was intense but he ignored it. He quickly scanned the area, taking stock of the situation. To his left Happy was lying on his back, a cut on his forehead and some other bumps and bruises but his chest was rising and falling steadily, so that was a good sign.

"Look out!"

Pepper's frightened warning had him looking up to see her in Tony's hamster ball and Hammer falling backwards off the walkway above his head. He grimaced as the man's blood was instantly splattered everywhere but he didn't waste a seconds worth of sympathy on the guy. In Lewis' opinion, he'd gotten off lightly. "Pepper!" he called out. "Are you alright?"

Pepper was climbing out of the safety pod and she looked down at him as she walked around behind the pod. "I'm fine," she told him, "but the arc reactor is still working. I'm going to try and take it out now. Make sure you and Happy are safe."

Lewis saw immediately what her plans were. Whatever the safety pod was, it was most likely the hardest material in here and had the highest chance of being able to actually stop the arc reactors rings if launched into it. Lewis couldn't help but admire Pepper's unwavering determination to get the job done. "I've got Happy," he promised her, "but if this works, that thing is going to blow. Push it and run, Pepper, get off that walkway as fast as you can!"

"I will," she said, her voice tight but resolute. "Are you ready?"

Lewis was already up and dragging the unconscious Happy to a safety, ignoring the pain in his shoulder as he did. He backed them under a console for shelter. "Ready!" he shouted up at her. Lewis was looking up from under the console, concerned for Pepper's safety. He watched her shove the safety pod off the walkway and into the heart of the arc reactor. The immovable object met the irresistible force and sparks flew. The sound of metal screaming and twisting filled the air as the pod did the job. "Run, Pepper!" he yelled out to her, as the whole thing began to rumble and shake. "RUN!" Lewis watched helplessly as Pepper ran back along the walkway, trying to get away from the undoubted blast which was about to happen. She'd almost made it to the metal stairwell when the arc reactor blew.

Lewis pulled back, shielding Happy's body with his own just before he saw the walkway collapsing. The noise was deafening but it was over quickly. The arc reactor's demise had debris and dust filling the air but Lewis didn't even wait for any of it to settle. He bolted across the room to get to Pepper. At first he couldn't see her through all the dust and tangled metal and mortar but then he spied her on top of a pile of rubble, not moving after her fall from the walkway. Lewis ran towards her, dodging still falling chunks of ceiling and walls. He dropped to her knees and placed a finger on her carotid artery, desperately praying for a pulse. Lewis found one and felt a wave of relief but then his gaze scanned down the rest of Pepper's body and to his horror, there was a metal rod sticking out of her side. Pepper had clearly fallen on it and ended up being impaled on it. Lewis put his hand around the growing blood stain on Pepper's once white blouse and pressed down hard. "It's alright, Pepper," he reassured her quickly. "You're going to be fine. I'm getting you out of here. Just hang on, you're going to be fine." As he finished saying that, John and Cody ran into the room. Lewis knew they would have been trying to get into the building ever since they'd been locked out. "911," he ordered them, not wasting time with explanations, "now!" Lewis looked back at Pepper's pale face as Cody pulled out his phone and dialled. He closed his eyes briefly and willed Pepper to be alright.

A/N: Guess it's time for the Avengers to get back in the game, huh? I've missed them, so it'll be good to hear from them in the next chapter. Who's with me? :D